Common use of Board of Directors of the Company Clause in Contracts

Board of Directors of the Company. The Shareholders shall vote all of the Ordinary Shares of the Company, nominal value NIS 0.90 each (the "Ordinary Shares") now or hereafter owned or controlled by them (including without limitation, Ordinary Shares owned by them upon exercise of any options or warrants to purchase Ordinary Shares or upon conversion of any other convertible securities of the Company), whether beneficially or otherwise held by them, for the election to the Company's Board of Directors (the "Board") of: (i) three members (of whom at least one shall qualify as an "Independent Director" as such term is defined under the rules applicable to companies listed on the Nasdaq) who shall be designated by TATOP and (ii) six members (including the two External Directors, as such term is defined in the Companies Law-1999 (the "Companies Law"), that shall be designated by TAT Industries. The designating Party shall consult the other Party regarding the nomination of any new Director; provided, however, that the final decision with respect to the designation shall be made by the designating party and the other party shall vote for such designee. Subject to applicable law and the Company's Articles of Association, the Party designating a Director shall also be entitled, from time to time, to designate another person to replace such director; provided, however, that TATOP may not replace the Independent Director more frequently than once a year (unless such replacement is due to death or incapacity of the Independent Director). For the avoidance of doubt, no Shareholder, or any officer, director, shareholder or employee of such Shareholder, makes any representation or warranty as to the fitness or competence of the designee to the Board by virtue of its execution of this Agreement or by voting in accordance with the provisions of this Agreement. Each Shareholder (and the directors designated by it) shall be solely responsible for the compliance of its designee(s) with the requirements of applicable law relating to director's competency (including, without limitations, the provisions of Sections 226, 227 and 228 of the Companies Law). It is hereby clarified that the Management Fee payable to TATOP in accordance with the provisions of the SPA shall cover any and all remuneration (excluding out-of-pocket expenses) due to the Directors designated by TATOP to the Board and the boards of directors of the Company's subsidiaries but does not include reimbursement of expenses or remuneration due to the Independent Director appointed by TATOP, who shall be entitled to the same reimbursement of expenses or remuneration as shall be payable to the Company's External Directors.

Board of Directors of the Company. The Shareholders shall vote all (a) Promptly upon the purchase of and payment for any Shares by the Parent or any of its subsidiaries which represents at least a majority of the Ordinary outstanding Shares (on a fully diluted basis), the Parent shall be entitled to designate such number of directors, rounded up to the next whole number, on the Board of Directors of the Company as is equal to the product of the total number of directors on such Board (giving effect to the directors designated by the Parent pursuant to this sentence) multiplied by the percentage that the number of Shares so accepted for payment bears to the total number of Shares then outstanding. In furtherance thereof, the Company shall, upon request of the Purchaser, use its best efforts promptly either to increase the size of its Board of Directors or secure the resignations of such number of its incumbent directors, or both, as is necessary to enable the Parent's designees to be so elected to the Company's Board, and shall take all actions available to the Company to cause the Parent's designees to be so elected. At such time, the Company shall also cause persons designated by the Parent to constitute at least the same percentage (rounded up to the next whole number) as is on the Company's Board of Directors of (i) each committee of the Company's Board of Directors, (ii) each board of directors (or similar body) of each Subsidiary (as defined hereafter) of the Company, nominal value NIS 0.90 and (iii) each committee (or similar body) of each such board. Notwithstanding the "Ordinary Shares") now or hereafter owned or controlled by them foregoing, until the Effective Time (including without limitationas defined hereafter), Ordinary Shares owned by them upon exercise of any options or warrants the Company shall use all reasonable efforts to purchase Ordinary Shares or upon conversion of any other convertible securities have at least two members of the CompanyBoard of Directors who are neither officers of the Parent or designees, stockholders or affiliates of the Parent. Subject to receipt by the Company from the Parent or the Purchaser of the information referred to in the penultimate sentence of this Section 1.3(a), whether beneficially or otherwise held the Company shall promptly take all actions required pursuant to Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder in order to fulfill its obligations under this Section 1.3(a), including mailing to stockholders the information required by them, for such Section 14(f) and Rule 14f-1 as is necessary to enable the election Parent's designees to be elected to the Company's Board of Directors (the "Board") of: (i) three members (of whom at least one shall qualify as an "Independent Director" as such term is defined under the rules applicable to companies listed on the Nasdaq) who shall be designated by TATOP and (ii) six members (including the two External Directors, as such term is defined in the Companies Law-1999 (the "Companies Law"), that shall be designated by TAT Industries. The designating Party Parent or the Purchaser will supply the Company any information with respect to either of them and their nominees, officers, directors and affiliates required by such Section 14(f) and Rule 14f-1. The provisions of this Section 1.3(a) are in addition to and shall consult not limit any rights which the other Party regarding Purchaser, the nomination Parent or any of any new Director; provided, however, that the final decision their affiliates may have as a holder or beneficial owner of Shares as a matter of law with respect to the designation shall be made by the designating party and the other party shall vote for such designee. Subject to applicable law and the Company's Articles of Association, the Party designating a Director shall also be entitled, from time to time, to designate another person to replace such director; provided, however, that TATOP may not replace the Independent Director more frequently than once a year (unless such replacement is due to death or incapacity of the Independent Director). For the avoidance of doubt, no Shareholder, or any officer, director, shareholder or employee of such Shareholder, makes any representation or warranty as to the fitness or competence of the designee to the Board by virtue of its execution of this Agreement or by voting in accordance with the provisions of this Agreement. Each Shareholder (and the directors designated by it) shall be solely responsible for the compliance of its designee(s) with the requirements of applicable law relating to director's competency (including, without limitations, the provisions of Sections 226, 227 and 228 of the Companies Law). It is hereby clarified that the Management Fee payable to TATOP in accordance with the provisions of the SPA shall cover any and all remuneration (excluding out-of-pocket expenses) due to the Directors designated by TATOP to the Board and the boards election of directors of the Company's subsidiaries but does not include reimbursement of expenses or remuneration due to the Independent Director appointed by TATOP, who shall be entitled to the same reimbursement of expenses or remuneration as shall be payable to the Company's External Directorsotherwise.

Board of Directors of the Company. The Shareholders (a) So long as a Holder shall hold any shares of Series A Preferred Stock, such Holder shall vote all of the Ordinary Shares its shares of the Company, nominal value NIS 0.90 each (the "Ordinary Shares") now or hereafter owned or controlled by them (including without limitation, Ordinary Shares owned by them upon exercise of any options or warrants to purchase Ordinary Shares or upon conversion of any other convertible securities of the Company), whether beneficially or otherwise held by them, Series A Preferred Stock for the election of all Directors nominated pursuant to Section 2.1 hereof. The nominee designated by each Holder shall be identified in a proxy statement delivered to the Company's Board Company stockholders in connection with any annual meeting of Directors (the "Board") of: (i) three members (of whom at least one shall qualify as an "Independent Director" as such term is defined under the rules applicable to companies listed on the Nasdaq) who shall be designated by TATOP and (ii) six members (including the two External Directors, as such term is defined in the Companies Law-1999 (the "Companies Law"), that shall be designated by TAT Industries. The designating Party shall consult the other Party regarding the nomination of any new Director; provided, however, that the final decision with respect stockholders or to the designation Holders in connection with a special meeting of the Holders of Series A Preferred Stock, if such nominees have not been already elected by written consent of the Holders. (b) Each Holder shall be made appear in person or by proxy at all annual or special meetings of stockholders and at all special meetings of the designating party holders of Series A Preferred Stock for the purpose of obtaining a quorum and the other party shall vote for or cause the vote of the Series A Preferred Stock owned by such designee. Subject to applicable law and the Company's Articles Holder or by any Affiliate of Associationsuch Holder, the Party designating a Director shall also be entitled, from time to timeeither in person or by proxy, to designate another person to replace such director; provided, however, that TATOP may not replace the Independent Director more frequently than once a year (unless such replacement is due to death or incapacity of the Independent Director). For the avoidance of doubt, no Shareholder, or any officer, director, shareholder or employee of such Shareholder, makes any representation or warranty as to the fitness or competence of the designee to the Board by virtue of its execution of this Agreement or by voting be cast in accordance with the provisions of this AgreementArticle II. (c) Each Holder shall vote all of its Series A Preferred Stock in favor of removal from the Board, upon notice by a Holder that an individual designated by it pursuant to Section 2.1 should be removed, and to use its best efforts to cause the Board to fill the vacancy so vacated with another person designated by such Holder (unless such removal resulted from such Holder and its Affiliates holding less than an aggregate of 200,000 shares of Series A Preferred Stock, as adjusted for stock splits, stock combinations and the like). Each Shareholder (and Holder shall cooperate fully in connection with the directors designated by it) shall be solely responsible for nomination of Directors, the compliance voting of its designee(sshares of Series A Preferred Stock, the execution of written consents (if then permissible under the Certificate of Incorporation (as amended and restated from time to time) with of the requirements Company), the calling of applicable law relating meetings and other stockholder matters to director's competency (including, without limitations, effect the provisions of Sections 226this Article II. (d) If any Director nominated pursuant to Section 2.1 is unable to serve, 227 or once having commenced to serve, is removed or withdraws from the Board, the Holder who designated such Director will be entitled to designate an individual to fill the vacancy on the Board so created and 228 of each Holder will use its best efforts to cause the Companies Law). It is hereby clarified that Board to fill the Management Fee payable to TATOP vacancy so created with the individual so designated, in accordance with the Certificate of Designations (unless such removal or withdrawal resulted from such Holder and its Affiliates holding less than an aggregate of 200,000 shares of Series A Preferred Stock, as adjusted for stock splits, stock combinations and the like). (e) Each Holder shall not and shall not permit any of its Affiliates to grant any proxy or enter into or be bound by any voting trust or voting agreement with respect to its Series A Preferred Stock, or enter into any arrangements of any kind with any Person with respect to its Series A Preferred Stock, in any case in a manner that is inconsistent with the provisions of this Agreement. (f) The Company shall take such actions as may be necessary to permit the SPA shall cover any and all remuneration (excluding out-of-pocket expenses) due Holders to elect the nominees of each Holder pursuant to the Directors designated by TATOP provisions of this Article II or to appoint such nominees to the Board to fill any vacancy resulting from the death, resignation, removal or other withdrawal from the Board of a Director previously designated by such Holder of the Series A Preferred Stock (unless such removal or withdrawal resulted from such Holder and its Affiliates holding less than an aggregate of 200,000 shares of Series A Preferred Stock (as adjusted for stock splits, stock combinations and the boards like)), and if necessary, to be included in the slate of directors of nominees recommended by the Company's subsidiaries but does not include reimbursement of expenses or remuneration due to the Independent Director appointed by TATOP, who shall be entitled to the same reimbursement of expenses or remuneration as shall be payable Board to the Company's External stockholders for election as Directors.. (g) For so long as any Series A Preferred Stock is outstanding, the number of Directors serving on the Board shall be fixed by resolution of the Board at twelve (12) and shall not be increased or decreased except in accordance with Section 6(f) of the Certificate of Designations. 2.3

Board of Directors of the Company. The Shareholders shall vote all (a) Promptly upon the purchase of and payment for any Shares by the Parent or any of its subsidiaries which repre- sents at least a majority of the Ordinary outstanding Shares (on a fully diluted basis), the Parent shall be entitled to designate such number of directors, rounded up to the next whole number, on the Board of Directors of the Company as is equal to the product of the total number of directors on such Board (giving effect to the directors designated by the Parent pursuant to this sentence) multiplied by the percentage that the number of Shares so accept- ed for payment bears to the total number of Shares then outstand- ing. In furtherance thereof, the Company shall, upon request of the Purchaser, use its best efforts promptly either to increase the size of its Board of Directors or secure the resignations of such number of its incumbent directors, or both, as is necessary to enable the Parent's designees to be so elected to the Company's Board, and shall take all actions available to the Company to cause the Parent's designees to be so elected. At such time, the Company shall also cause persons designated by the Parent to constitute at least the same percentage (rounded up to the next whole number) as is on the Company's Board of Directors of (i) each committee of the Company's Board of Directors, (ii) each board of directors (or similar body) of each Subsidiary (as defined hereafter) of the Company, nominal value NIS 0.90 and (iii) each committee (or similar body) of each such board. Notwithstanding the "Ordinary Shares") now or hereafter owned or controlled by them foregoing, until the Effective Time (including without limitationas defined hereafter), Ordinary Shares owned by them upon exercise of any options or warrants the Company shall use all reasonable efforts to purchase Ordinary Shares or upon conversion of any other convertible securities have at least two members of the CompanyBoard of Directors who are neither officers of the Parent or designees, stockholders or affiliates of the Parent. Subject to receipt by the Company from the Parent or the Purchaser of the information referred to in the penultimate sentence of this Section 1.3(a), whether beneficially or otherwise held the Company shall promptly take all actions required pursuant to Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder in order to fulfill its obligations under this Section 1.3(a), including mailing to stockholders the information required by them, for such Section 14(f) and Rule 14f-1 as is necessary to enable the election Parent's designees to be elected to the Company's Board of Directors (the "Board") of: (i) three members (of whom at least one shall qualify as an "Independent Director" as such term is defined under the rules applicable to companies listed on the Nasdaq) who shall be designated by TATOP and (ii) six members (including the two External Directors, as such term is defined in the Companies Law-1999 (the "Companies Law"), that shall be designated by TAT Industries. The designating Party Parent or the Purchaser will supply the Company any information with respect to either of them and their nominees, officers, directors and affiliates required by such Section 14(f) and Rule 14f-1. The provisions of this Section 1.3(a) are in addition to and shall consult not limit any rights which the other Party regarding Purchaser, the nomination Parent or any of any new Director; provided, however, that the final decision their affiliates may have as a holder or beneficial owner of Shares as a matter of law with respect to the designation shall be made by the designating party and the other party shall vote for such designee. Subject to applicable law and the Company's Articles of Association, the Party designating a Director shall also be entitled, from time to time, to designate another person to replace such director; provided, however, that TATOP may not replace the Independent Director more frequently than once a year (unless such replacement is due to death or incapacity of the Independent Director). For the avoidance of doubt, no Shareholder, or any officer, director, shareholder or employee of such Shareholder, makes any representation or warranty as to the fitness or competence of the designee to the Board by virtue of its execution of this Agreement or by voting in accordance with the provisions of this Agreement. Each Shareholder (and the directors designated by it) shall be solely responsible for the compliance of its designee(s) with the requirements of applicable law relating to director's competency (including, without limitations, the provisions of Sections 226, 227 and 228 of the Companies Law). It is hereby clarified that the Management Fee payable to TATOP in accordance with the provisions of the SPA shall cover any and all remuneration (excluding out-of-pocket expenses) due to the Directors designated by TATOP to the Board and the boards election of directors of the Company's subsidiaries but does not include reimbursement of expenses or remuneration due to the Independent Director appointed by TATOP, who shall be entitled to the same reimbursement of expenses or remuneration as shall be payable to the Company's External Directorsotherwise.

Board of Directors of the Company. The Shareholders Company and each Stockholder agree that the Company shall have, and each Stockholder agrees to vote all its shares of Common Stock to cause the Ordinary Shares Company to have, a Board of Directors consisting of up to nine directors. Prior to the Expiration Date, (i) GEIPPPII, so long as it is a Stockholder, shall nominate one person for election as a director of the Company; provided, nominal value NIS 0.90 each (that, in the "Ordinary Shares") now event the Board of Directors consists of seven or hereafter owned or controlled by them (including without limitationmore members, Ordinary Shares owned by them upon exercise of any options or warrants GEIPPPII, so long as it is a Stockholder, shall be entitled to purchase Ordinary Shares or upon conversion of any other convertible securities nominate two persons for election as directors of the Company); and provided further, whether beneficially or otherwise held by themthat during the continuation of an Indebtedness Event, for GEIPPPII, so long as it is a Stockholder, shall be entitled to nominate the election to balance of the Company's Board of Directors (the "Board") of: (i) three members (of whom at least one shall qualify as an "Independent Director" as such term is defined under the rules applicable not otherwise required to companies listed on the Nasdaq) who shall be designated by TATOP nominated pursuant to this Section 2.01; and (ii) six members (including Xxxxxxxx, so long as he holds Equity Securities and an employee of the two External DirectorsCompany or any of its subsidiaries, as such term is defined in the Companies Law-1999 (the "Companies Law"), that shall be designated by TAT Industriesnominated for election as a director of the Company. The designating Party Ardshiel Affiliates, so long as any of them is a Stockholder, shall consult the other Party regarding the nomination of any new Director; provided, however, that the final decision with respect (a) prior to the designation shall be made Expiration Date except during the continuance of an Indebtedness Event, nominate up to six persons (subject to the number of persons nominated by GEIPPPII pursuant to the designating party and the other party shall vote terms of this Section 2.01) for such designee. Subject to applicable law and the Company's Articles of Association, the Party designating a Director shall also be entitled, from time to time, to designate another person to replace such director; provided, however, that TATOP may not replace the Independent Director more frequently than once a year (unless such replacement is due to death or incapacity election as directors of the Independent Director). For Company and (b) on and after the avoidance Expiration Date or during the continuance of doubtan Indebtedness Event, no Shareholder, or any officer, director, shareholder or employee of such Shareholder, makes any representation or warranty nominate two persons for election as to the fitness or competence of the designee to the Board by virtue of its execution of this Agreement or by voting in accordance with the provisions of this Agreement. Each Shareholder (and the directors designated by it) shall be solely responsible for the compliance of its designee(s) with the requirements of applicable law relating to director's competency (including, without limitations, the provisions of Sections 226, 227 and 228 of the Companies Law). It is hereby clarified that the Management Fee payable to TATOP in accordance with the provisions of the SPA shall cover any and all remuneration (excluding out-of-pocket expenses) due to the Directors designated by TATOP to the Board and the boards of directors of the Company's subsidiaries but does not include reimbursement of expenses or remuneration due to the Independent Director appointed by TATOP, who shall be entitled to the same reimbursement of expenses or remuneration as shall be payable to the Company's External Directors.

Board of Directors of the Company. The Shareholders Company and each Stockholder agree that the Company shall have, and each Stockholder agrees to vote all its shares of Common Stock to cause the Company to have, a Board of Directors consisting of up to eleven directors. Prior to the Expiration Date, (i) GEIPPPII, so long as it is a Stockholder, shall nominate one person for election as a director of the Ordinary Shares Company; PROVIDED, that, in the event the Board of Directors consists of seven or more members, GEIPPPII, so long as it is a Stockholder, shall be entitled to nominate two persons for election as directors of the Company; and PROVIDED FURTHER, that during the continuation of an Indebtedness Event, GEIPPPII, so long as it is a Stockholder, shall be entitled to nominate the balance of the Board of Directors not otherwise required to be nominated pursuant to this Section 2.01; (ii) the Chief Executive Officer of the Company, nominal value NIS 0.90 each (so long as he holds Equity Securities and is the "Ordinary Shares") now or hereafter owned or controlled by them (including without limitation, Ordinary Shares owned by them upon exercise of any options or warrants to purchase Ordinary Shares or upon conversion of any other convertible securities Chief Executive Officer of the Company), whether beneficially or otherwise shall be nominated for election as a director of the Company; and (iii) Xxxx Xxxxxxx, Jr., so long as Xxxxxxx, together with any Permitted Transferee of Xxxxxxx, holds all of the Equity Securities held by themXxxxxxx on the date hereof, shall be nominated for election as a director of the election Company. The Ardshiel Affiliates, so long as any of them is a Stockholder, shall (a) prior to the Company's Board Expiration Date, except during the continuance of Directors (the "Board") of: (i) three members (of whom at least one shall qualify an Indebtedness Event, nominate up to seven persons for election as an "Independent Director" as such term is defined under the rules applicable to companies listed on the Nasdaq) who shall be designated by TATOP and (ii) six members (including the two External Directors, as such term is defined in the Companies Law-1999 (the "Companies Law"), that shall be designated by TAT Industries. The designating Party shall consult the other Party regarding the nomination of any new Director; provided, however, that the final decision with respect to the designation shall be made by the designating party and the other party shall vote for such designee. Subject to applicable law and the Company's Articles of Association, the Party designating a Director shall also be entitled, from time to time, to designate another person to replace such director; provided, however, that TATOP may not replace the Independent Director more frequently than once a year (unless such replacement is due to death or incapacity of the Independent Director). For the avoidance of doubt, no Shareholder, or any officer, director, shareholder or employee of such Shareholder, makes any representation or warranty as to the fitness or competence of the designee to the Board by virtue of its execution of this Agreement or by voting in accordance with the provisions of this Agreement. Each Shareholder (and the directors designated by it) shall be solely responsible for the compliance of its designee(s) with the requirements of applicable law relating to director's competency (including, without limitations, the provisions of Sections 226, 227 and 228 of the Companies Law). It is hereby clarified that the Management Fee payable to TATOP in accordance with the provisions of the SPA shall cover any and all remuneration (excluding out-of-pocket expenses) due to the Directors designated by TATOP to the Board and the boards of directors of the Company's subsidiaries but does not include reimbursement , and (b) on and after the Expiration Date or during the continuance of expenses or remuneration due to the Independent Director appointed by TATOPan Indebtedness Event, who shall be entitled to the same reimbursement nominate two persons for election as directors of expenses or remuneration as shall be payable to the Company's External Directors.

Board of Directors of the Company. The Shareholders (a) At such time as, and for so long as, a Purchaser meets the criteria set forth in Section 9.3(d), each Purchaser shall vote all of have the Ordinary Shares of the Company, nominal value NIS 0.90 each right to designate one individual (the a "Ordinary SharesDirector Designee") now or hereafter owned or controlled by them (including without limitation, Ordinary Shares owned by them upon exercise of any options or warrants to purchase Ordinary Shares or upon conversion of any other convertible securities of the Company), whether beneficially or otherwise held by them, for the election be nominated to serve on the Company's Board of Directors, and (subject to the immediately following sentence) the Company shall so nominate such Director Designee and shall use all reasonable efforts to cause such Director Designee to be elected to the Board of Directors; PROVIDED, HOWEVER, that no transfer or series of transfers of Common Stock by a Purchaser shall entitle such Purchaser and/or its direct or indirect transferees to designate more than one Director Designee, and PROVIDED FURTHER that Olympus I and Olympus II shall be construed as a single Purchaser for purposes of this Section 9.3. A condition to the qualification of a Purchaser's Director Designee to serve as a director of the Company pursuant to this Section shall be the Director Designee's agreement to resign if the Purchaser who designated such person owns less than the number of shares of Common Stock and Common Stock equivalents required by this Section. Any vacancy in the Board of Directors caused by the death, disability, resignation or removal of a director who was a Director Designee shall be filled by another Director Designee designated by such Purchaser, subject only to such Purchaser's continued compliance with the criteria set forth in Section 9.3(d). For so long as a Purchaser is entitled to designate a Director Designee hereunder, the Corporation shall not form an Executive Committee, or any committee to which the power of the Board of Directors is delegated between meetings of the Board of Directors (to the "Board") of: extent permitted by law), unless either the Director Designee of such Purchaser or the Director Designee of another Purchaser shall be a member of such committee of the Board of Directors. For so long as (i) three members (of whom at least one shall qualify as an "Independent Director" as such term a Purchaser is defined under the rules applicable entitled to companies listed on the Nasdaq) who shall be designated by TATOP designate a Director Designee hereunder and (ii) six members such Purchaser beneficially owns an amount of Senior Securities and/or Regular Common Stock (including the two External Directors, as such term is defined in the Companies Law-1999 (the "Companies Law"inclusive of shares purchasable under Series B Warrants), such that shall be designated the sum of (x) the original purchase price (under this Agreement) of the Senior Securities so held divided by TAT Industries. The designating Party shall consult $4.81 plus (y) the other Party regarding the nomination number of shares of Regular Common Stock so held (inclusive of shares such Purchaser would receive upon exercise of any new Director; providedSeries B Warrant then held by it), however, that the final decision with respect to the designation shall be made by the designating party and the other party shall vote for such designee. Subject to applicable law and the Company's Articles of Associationis not less than 1,040,000, the Party designating Company shall not, without the consent of a majority in interest of those Purchasers entitled to designate a Director shall also be entitled, from time to time, to designate another person to replace such director; provided, however, that TATOP may not replace the Independent Director more frequently than once a year Designee (unless such replacement is due to death or incapacity of the Independent Director). For the avoidance of doubt, no Shareholder, or any officer, director, shareholder or employee of such Shareholder, makes any representation or warranty as to the fitness or competence of the designee to the Board by virtue of its execution of this Agreement or by voting determined in accordance with the provisions foregoing sum), appoint either an Audit Committee or a Compensation Committee of this Agreement. Each Shareholder (and the directors designated by it) Board of Directors unless either the Director Designee of such Purchaser or the Director Designee of another Purchaser shall be solely responsible for the compliance a member of its designee(s) with the requirements of applicable law relating to director's competency (including, without limitations, the provisions of Sections 226, 227 and 228 such committee of the Companies Law)Board of Directors. It is hereby clarified that The Company will use its best efforts to maintain directors' and officers' liability insurance covering the Management Fee payable to TATOP in accordance with the provisions Director Designee of the SPA a Purchaser. The Company shall cover reimburse such Director Designee for any and all remuneration (excluding reasonable out-of-pocket expenses) due to the Directors designated by TATOP to expenses incurred in connection with his or her position on the Board and the boards of directors of the Company's subsidiaries but does not include reimbursement of expenses or remuneration due to the Independent Director appointed by TATOP, who shall be entitled to the same reimbursement of expenses or remuneration as shall be payable to the Company's External Directors.

Board of Directors of the Company. The Shareholders (a) So long as a Holder shall hold any shares of Series E Preferred Stock, such Holder shall vote all of the Ordinary Shares its shares of the Company, nominal value NIS 0.90 each (the "Ordinary Shares") now or hereafter owned or controlled by them (including without limitation, Ordinary Shares owned by them upon exercise of any options or warrants to purchase Ordinary Shares or upon conversion of any other convertible securities of the Company), whether beneficially or otherwise held by them, Series E Preferred Stock for the election of all Directors nominated pursuant to Section 2.1 hereof. The nominee designated by each Holder or Holders shall be identified in a proxy statement delivered to the Company's Board Company stockholders in connection with any annual meeting of Directors (the "Board") of: (i) three members (of whom at least one shall qualify as an "Independent Director" as such term is defined under the rules applicable to companies listed on the Nasdaq) who shall be designated by TATOP and (ii) six members (including the two External Directors, as such term is defined in the Companies Law-1999 (the "Companies Law"), that shall be designated by TAT Industries. The designating Party shall consult the other Party regarding the nomination of any new Director; provided, however, that the final decision with respect stockholders or to the designation Holders in connection with a special meeting of the Holders of Series E Preferred Stock, if such nominees have not been already elected by written consent of the Holders. (b) Each Holder shall be made appear in person or by proxy at all annual or special meetings of stockholders and at all special meetings of the designating party holders of Series E Preferred Stock for the purpose of obtaining a quorum and the other party shall vote for or cause the vote of the Series E Preferred Stock owned by such designee. Subject to applicable law and the Company's Articles Holder or by any Affiliate of Associationsuch Holder, the Party designating a Director shall also be entitled, from time to timeeither in person or by proxy, to designate another person to replace such director; provided, however, that TATOP may not replace the Independent Director more frequently than once a year (unless such replacement is due to death or incapacity of the Independent Director). For the avoidance of doubt, no Shareholder, or any officer, director, shareholder or employee of such Shareholder, makes any representation or warranty as to the fitness or competence of the designee to the Board by virtue of its execution of this Agreement or by voting be cast in accordance with the provisions of this AgreementArticle II. (c) Each Holder shall vote all of its Series E Preferred Stock in favor of removal from the Board, upon notice by a Holder or Holders that an individual designated by it or them, as the case may be, pursuant to Section 2.1 should be removed, and to use its best efforts to cause the Board to fill the vacancy so vacated with another person designated by a Holder in accordance with this Agreement (unless such removal resulted from circumstances requiring a resignation pursuant to Section 2.1(e) which resignation has not occurred). Each Shareholder (and Holder shall cooperate fully in connection with the directors designated by it) shall be solely responsible for nomination of Directors, the compliance voting of its designee(sshares of Series E Preferred Stock, the execution of written consents (if then permissible under the Certificate of Incorporation (as amended and restated from time to time) with of the requirements Company), the calling of applicable law relating meetings and other stockholder matters to director's competency (including, without limitations, effect the provisions of Sections 226this Article II. (d) If any Director nominated pursuant to Section 2.1 is unable to serve, 227 or once having commenced to serve, is removed or withdraws from the Board, the Holder or Holders, as the case may be, who designated such Director will be entitled to designate an individual to fill the vacancy on the Board so created and 228 of each Holder will use its best efforts to cause the Companies Law). It is hereby clarified that Board to fill the Management Fee payable to TATOP vacancy so created with the individual so designated, in accordance with the Certificates of Designations (unless such removal or withdrawal resulted from circumstances requiring a resignation pursuant to Section 2.1(e) which resignation has not occurred). (e) Each Holder shall not and shall not permit any of its Affiliates to grant any proxy or enter into or be bound by any voting trust or voting agreement with respect to its Series E Preferred Stock, or enter into any arrangements of any kind with any Person with respect to its Series E Preferred Stock, in any case in a manner that is inconsistent with the provisions of this Agreement. (f) The Company shall take such actions as may be necessary to permit the SPA shall cover any and all remuneration (excluding out-of-pocket expenses) due Holders to elect the nominees of the Holders pursuant to the Directors designated by TATOP provisions of this Article II or to appoint such nominees to the Board and to fill any vacancy resulting from the boards death, resignation, removal or other withdrawal from the Board of directors a Director previously designated by the Holders of the Company's subsidiaries but does Series E Preferred Stock (unless such removal or withdrawal resulted from from circumstances requiring a resignation pursuant to Section 2.1(e) which resignation has not include reimbursement occurred), and if necessary, to be included in the slate of expenses or remuneration due to nominees recommended by the Independent Director appointed by TATOP, who shall be entitled to the same reimbursement of expenses or remuneration as shall be payable Board to the Company's External stockholders for election as Directors.. (g) For so long as any shares of Series E Preferred Stock remain outstanding, the number of Directors serving on the Board shall be fixed by resolution of the Board at twelve (12) and shall not be increased or decreased except in accordance with Section 6(e) of the Series E Certificate of Designations. 2.3