Common use of Board of Directors Clause in Contracts

Board of Directors. (a) As of the Execution Date, the Board of Directors shall consist of the following members: (i) the Chief Executive Officer of the Company; (ii) the Chief Operating Officer of the Company; (iii) one (1) director appointed by the Chief Executive Officer of the Company; (iv) one (1) Round A Director; (v) one (1) Round B Director; and (vi) one (1) Preferred Share Director (b) Each of the Founders and the Affiliate Investors shall take all actions available to it in its capacity as a shareholder of the Company, to take or cause to be taken all actions available to each that are necessary to maintain the composition of the Board of Directors as set forth in Section 10.1(a). (c) Only the Party who had the power to designate a director pursuant to Section 10.1(a) shall have the power to remove such director. Each of the Parties hereto agrees to take such action as is necessary to call a special meeting of the shareholders of the Company (or effect a written consent in lieu thereof) for the purpose of effecting any such removal, and at such meeting each such Party shall vote to accomplish said result. In the event that any director is removed or shall have resigned or become unable to serve, the Party who had the power to designate such director pursuant to Section 10.1(a) shall have the power to designate a person reasonably qualified to serve on the Board of Directors to fill such vacancy, whereupon each of the Parties hereto, or their successors and assigns, agree to take such action as is necessary to promptly elect such person to fill such vacancy (including, if necessary, calling a special meeting of the shareholders of the Company (or effect a written consent in lieu thereof) and voting all shares owned by the Parties hereto to accomplish such result). Except as provided above, no Party shall vote in favor of, or otherwise take any actions in respect of, the removal of any director who shall have been designated or nominated pursuant to Section 10.1(a). (d) The Board of Directors shall have a Chairman, and each of the Founders and the Affiliate Investors shall cause its designee directors(s) to support resolutions and actions by written consent of the Board of Directors that maintain or appoint to the position of Chairman of the Board of Directors the Chief Executive Officer of the Company. (e) On all actions to be taken and matters to be decided by the Board of Directors, each director shall be entitled to cast one (1) vote, and subject to Section 10.3, the affirmative vote of the directors having a majority of the total voting power represented at a meeting at which a quorum is present shall constitute an act of the Board of Directors. In the case of an equality of votes, the Chairman, if any, or in the absence of the Chairman, a director designated by the Board of Directors to preside at a meeting of the Board of Directors, shall have a second or casting vote in addition to any other vote such person may have.

Board of Directors. (a) As 1. The governing board of the Execution DateConsortium, responsible for management, control and administration of the Consortium and the Medical Plan(s), shall be referred to as the "Board of Directors shall consist of Directors" (the following members: (i) the Chief Executive Officer of the Company; (ii) the Chief Operating Officer of the Company; (iii) one (1) director appointed by the Chief Executive Officer of the Company; (iv) one (1) Round A Director; (v) one (1) Round B Director; and (vi) one (1) Preferred Share Director (b) Each of the Founders and the Affiliate Investors shall take all actions available to it in its capacity as a shareholder of the Company, to take or cause to be taken all actions available to each that are necessary to maintain the composition "Board"). The voting members of the Board shall be composed of one representative of each Participant and representatives of the Joint Committee on Plan Structure and Design (as set forth in Section C(11)), who shall have the authority to vote on any official action taken by the Board (each a "Director"). Each Director, except the representatives of the Joint Committee on Plan Structure and Design, shall be designated in writing by the governing body of the Participant. 2. If a Director designated by a Participant cannot fulfill his/her obligations, for any reason, as set forth herein, and the Participant desires to designate a new Director, it must notify the Consortium's Chairperson in writing of its selection of a new designee to represent the Participant as a Director. 3. Directors shall receive no remuneration from the Consortium for their service and shall serve a term from January 1 through December 31 (the "Plan Year"). 4. No Director may represent more than one Participant. 5. No Director, or any member of a Director's immediate family, shall be an owner, officer, director, partner, or employee of any contractor or agency retained by the Consortium, including any third-party contract administrator. 6. Except as otherwise provided in Section D of the Agreement, each Director shall be entitled to one vote. A majority of the entire Board, not simply those present, is required for the Board to take any official action, unless otherwise specified in this Agreement. The “entire Board”, as used herein and elsewhere in this Agreement, shall mean the total number of Directors when there are no vacancies. While physical presence is strongly encouraged, Directors who cannot be physically present at any meeting may attend remotely utilizing videoconferencing that allows for real time audio and visual participation and voting in the meeting upon confirmation that communication is with all participants as it progresses. 7. Each Participant may designate in writing an alternate Director to attend the Board's meeting when its Director cannot attend. The alternate Director may participate in the discussions at the Board meeting and will, if so designated in writing by the Participant, be authorized to exercise the Participant’s voting authority. Only alternate Directors with voting authority shall be counted toward a quorum. The Joint Committee on Plan Structure and Design may designate alternate Directors as set forth in Section 10.1(aC(11). (c) Only the Party who had the power to designate a director pursuant to Section 10.1(a) shall have the power to remove such director8. Each A majority of the Parties hereto agrees Directors of the Board shall constitute a quorum. A quorum is a simple majority (more than half) of the entire Board. A quorum is required for the Board to take conduct any business. This quorum requirement is independent of the voting requirements set forth in Section C(6). The Board shall meet on an annual basis, at a time and place within the State of New York determined by a vote of the Board. The Board shall hold an annual meeting (the “Annual Meeting”) in September of each Plan Year. 9. Special meetings of the Board may be called at any time by the Chairperson or by any two (2) Directors. Whenever practicable, the person or persons calling such action special meeting shall give at least a three (3) day notice to all of the other Directors. Such notice shall set forth the time and place of the special meeting as well as a detailed agenda of the matters proposed to be acted upon. In the event the three (3) day notice cannot be given, each Director shall be given such notice as is necessary to call a special meeting of practicable under the shareholders of the Company (or effect a written consent in lieu thereof) for the purpose of effecting any such removal, and at such meeting each such Party shall vote to accomplish said resultcircumstances. 10. In the event that a special meeting is impractical due to the nature and/or urgency of any director action which, in the opinion of the Chairperson, is removed necessary or shall have resigned or become unable advisable to servebe taken on behalf of the Consortium, the Party who had Chairperson may send resolutions regarding said actions via electronic communication to each and all of the power Directors. The Directors may then electronically communicate their approval or disapproval of said resolution via signed document to designate the Chairperson. In accordance with NY Business Corporation Law Section 708(b), unanimous consent is required for the Chairperson to act on behalf of the Board in reliance upon such director approvals. Any actions taken by the Chairperson pursuant to this paragraph shall be ratified at the next scheduled meeting of the Board. 11. The Chair of the Joint Committee on Plan Structure and Design and any At-Large Labor Representatives (as defined in Section 10.1(aK) (collectively the “Labor Representatives”) shall serve as Directors and shall have the power to same rights and obligations as all other Directors. The Joint Committee on Plan Structure and Design may designate a person reasonably qualified to serve on the Board of in writing alternate Directors to fill such vacancy, whereupon each of attend the Parties hereto, or their successors and assigns, agree to take such action as is necessary to promptly elect such person to fill such vacancy (includingBoard’s meetings when the Labor Representatives cannot attend. The alternate Director may, if necessarydesignated in writing, calling a special meeting of be authorized to exercise the shareholders of the Company (or effect a written consent in lieu thereof) and Labor Representatives’ voting all shares owned by the Parties hereto to accomplish such result). Except as provided above, no Party shall vote in favor of, or otherwise take any actions in respect of, the removal of any director who shall have been designated or nominated pursuant to Section 10.1(a)authority. (d) The Board of Directors shall have a Chairman, and each of the Founders and the Affiliate Investors shall cause its designee directors(s) to support resolutions and actions by written consent of the Board of Directors that maintain or appoint to the position of Chairman of the Board of Directors the Chief Executive Officer of the Company. (e) On all actions to be taken and matters to be decided by the Board of Directors, each director shall be entitled to cast one (1) vote, and subject to Section 10.3, the affirmative vote of the directors having a majority of the total voting power represented at a meeting at which a quorum is present shall constitute an act of the Board of Directors. In the case of an equality of votes, the Chairman, if any, or in the absence of the Chairman, a director designated by the Board of Directors to preside at a meeting of the Board of Directors, shall have a second or casting vote in addition to any other vote such person may have.

Board of Directors. (a) As of the Execution Date, the Board of Directors shall consist of the following members: (i) the Chief Executive Officer of the Company; (ii) the Chief Operating Officer of the Company; (iii) one (1) director appointed by the Chief Executive Officer of the Company; (iv) one (1) Round A Director; (v) one (1) Round B Director; and (vi) one (1) Preferred Share DirectorThe Initial Member hereby appoints R▇▇▇ ▇▇▇▇▇▇▇ and M. ▇▇▇▇▇▇ Price as Directors. (b) Each Director shall be deemed as a “manager” of the Founders and the Affiliate Investors shall take all actions available to it Fund as such term is defined in its capacity as a shareholder Section 18-101(10) of the Company, to take or cause to be taken all actions available to each that are necessary to maintain the composition of the Board of Directors as set forth in Section 10.1(a)Act. (c) Only The number of Directors at the Party who had date of this Agreement is fixed at not more than fourteen (14) Directors and no fewer than three (3). After the power date hereof, the number of Directors will be fixed from time to designate a director pursuant time by the Directors then in office, which number may be greater, or lesser, than fourteen (14), but no fewer than the minimum number of directors permitted to Section 10.1(a) shall have corporations organized under the power to remove such director. Each laws of the Parties hereto agrees to take such action as is necessary to call a special meeting State of Delaware, except that no reduction in the shareholders of the Company (or effect a written consent in lieu thereof) for the purpose of effecting any such removal, and at such meeting each such Party shall vote to accomplish said result. In the event that any director is removed or shall have resigned or become unable to serve, the Party who had the power to designate such director pursuant to Section 10.1(a) shall have the power to designate a person reasonably qualified to serve on the Board number of Directors will serve to fill such vacancy, whereupon each of the Parties hereto, or their successors and assigns, agree to take such action as is necessary to promptly elect such person to fill such vacancy (including, if necessary, calling a special meeting of the shareholders of the Company (or effect a written consent in lieu thereof) and voting all shares owned by the Parties hereto to accomplish such result). Except as provided above, no Party shall vote in favor of, or otherwise take any actions in respect of, the removal of any director who shall have been designated or nominated pursuant to Section 10.1(a)Director. (d) The Board term of Directors office of each Director shall be from the time of such Director’s election and qualification until his or her successor shall have been elected and shall have qualified, or until his or her status as a Chairman, and each Director is terminated sooner in accordance with Section 2.1(j) of the Founders and the Affiliate Investors shall cause its designee directors(s) to support resolutions and actions by written consent of the Board of Directors that maintain or appoint to the position of Chairman of the Board of Directors the Chief Executive Officer of the Companythis Agreement. (e) On Except to the extent the 1940 Act requires election by Members, if any vacancy in the position of a Director occurs, including by reason of an increase in the number of Directors as contemplated by Section 2.1(c) of this Agreement, the remaining Directors may appoint an individual to serve in that capacity in accordance with the provisions of the 1940 Act. (f) Independent Directors will at all actions times constitute at least a majority (or more if required by the 1▇▇▇ ▇▇▇) of the Directors then serving. (g) An Independent Director will be replaced by another Independent Director selected and nominated by the remaining Independent Directors, or in a manner otherwise permissible under the 1940 Act. (h) If no Director remains, the Initial Member will promptly call a meeting of the Members, to be taken and matters held within 60 days after the date on which the last Director ceased to act in that capacity, for the purpose of determining whether to continue the business of the Fund and, if the business is to be decided by continued, approving the Board appointment of the requisite number of Directors. (i) If the Members determine at the meeting not to continue the business of the Fund, each director shall or if the approval of the appointment of the requisite number of Directors is not approved within 60 days after the date on which the last Director ceased to act in that capacity, then the Fund will be entitled to cast one dissolved in accordance with Article V of this Agreement and the assets of the Fund will be liquidated and distributed in accordance with such Article. (1j) vote, and subject to The status of a Director will terminate (i) if the Director dies; (ii) if the Director resigns as a Director; or (iii) if the Director is removed in accordance with Section 10.3, the affirmative 2.1(k) of this Agreement. (k) Any Director may be removed with or without cause by a vote of the directors having a majority of the other Directors or by the vote or written consent of Members holding not less than two-thirds (or such lesser percentage as may be required to be accepted under applicable law) of the total voting power represented at a meeting at which a quorum is present shall constitute an act number of Units then-held by Members. (l) The Directors may establish and maintain committees of the Board, and the Directors may grant to such committees the authority to, among other things: value the assets of the Fund; select and nominate the Independent Directors of the Fund; recommend to the Board the compensation to be paid to the Independent Directors; and recommend to the Board the firm of certified public accountants that will conduct the Fund’s audits. (m) The Directors may establish or designate committees of the Board of or the Fund, whose members may include the Directors and/or other natural persons who are not Directors. In , to provide advice and other services to the case of an equality of votesFund, which committees may include (but are not limited to) a committee that will value the Chairman, if any, or in the absence assets of the ChairmanFund. (n) The Independent Directors will receive compensation for their services as Independent Directors, a director designated as determined by the Board of Directors to preside at a meeting of the Board of Directors, shall have a second or casting vote in addition to any other vote such person may haveBoard.

Board of Directors. (a) As The Existing Shareholder and the Company shall cause to be nominated and exercise their respective reasonable best efforts to cause to be elected, in each case subject to the Articles of Association and applicable Law, one appropriately qualified designee of the Execution Date, Focus Shareholder to the Board of Directors shall consist of the following members: Company (ithe “Board of Directors”) on or before June 30, 2011. Thereafter, for so long as the Chief Executive Officer Focus Shareholder, together with its Affiliates, owns at least five percent (5%) or more of all of the outstanding Common Shares (counting for such purposes all Common Shares into or for which the securities of the Company owned by the Focus Shareholder and its Affiliates are directly or indirectly convertible or exercisable), at any election of directors of the Company; , the Focus Shareholder shall have the right to nominate one candidate for election to the Board of Directors. The Company and the Existing Shareholder shall use their respective reasonable best efforts to cause such person (iior any substitute or replacement designated or nominated by the Focus Shareholder) to be a candidate recommended by the Chief Operating Officer Board of Directors and elected a Director of the Company; (iii) one (1) director appointed by , including soliciting proxies for such person to the Chief Executive Officer same extent it does for any other nominees of the Company; (iv) one (1) Round A Director; (v) one (1) Round B Director; and (vi) one (1) Preferred Share Directorits Board of Directors. (b) Each of the Founders and the Affiliate Investors shall take all actions available to it in its capacity as a shareholder of the Company, to take Any person nominated or cause to be taken all actions available to each that are necessary to maintain the composition of the Board of Directors as set forth in Section 10.1(a). (c) Only the Party who had the power to designate a director designated pursuant to this Section 10.1(a) 2.1 shall have the power to remove such director. Each of the Parties hereto agrees to take such action as is necessary to call be a special meeting of the shareholders of the Company (or effect a written consent in lieu thereof) for the purpose of effecting any such removal, and at such meeting each such Party shall vote to accomplish said result. In the event that any director is removed or shall have resigned or become unable to serve, the Party who had the power to designate such director pursuant to Section 10.1(a) shall have the power to designate a person reasonably qualified to serve on the Board of Directors to fill such vacancy, whereupon each of the Parties hereto, or their successors and assigns, agree to take such action as is necessary to promptly elect such person to fill such vacancy (including, if necessary, calling a special meeting of the shareholders of the Company (or effect a written consent in lieu thereof) and voting all shares owned by the Parties hereto to accomplish such result). Except as provided above, no Party shall vote in favor of, or otherwise take any actions in respect of, the removal of any director who shall have been designated or nominated pursuant to Section 10.1(a)“Focus Nominee. (d) The Board of Directors shall have a Chairman, and each of the Founders and the Affiliate Investors shall cause its designee directors(s) to support resolutions and actions by written consent of the Board of Directors that maintain or appoint ” Prior to the position of Chairman of the Board of Directors the Chief Executive Officer of the Company. (e) On all actions Focus Nominee being elected to be taken and matters to be decided by the Board of Directors, each director the Existing Shareholders and the Company shall be entitled use their respective reasonable best efforts to cast cause one (1) vote, and subject to Section 10.3, the affirmative vote designee of the directors having a majority Focus Shareholder to be appointed an observer to attend all meetings of the total voting power represented Board of Director in a nonvoting capacity. The Company shall provide such observer with copies of all notices, minutes, consents and other materials that it provides to the Directors at a meeting at which a quorum is present shall constitute an act the same time and in the same manner as provided to the Directors and notify such observer of all regular and special meetings of any committee of the Board of Directors. In For the case avoidance of an equality doubt, such observer shall not be entitled to attend any meeting of votes, the Chairman, if any, or in the absence of the Chairman, a director designated by the Board of Directors to preside at a meeting any committee of the Board of Directors. (c) Notwithstanding anything to the contrary contained herein, if the Focus Nominee resigns, is removed pursuant to Section 2.1(d) or otherwise, or is unable to continue to serve as a Director of the Company, the Focus Shareholder may designate a replacement Director and the Existing Shareholder and the Company shall have use their respective reasonable best efforts to cause such person to be elected a second Director, provided however, that in each case, the Focus Shareholder remains entitled to nominate and designate one Director pursuant to this Section 2.1. (d) Any Director of the Company may be removed from the Board of Directors in accordance with applicable law and the governing documents of the Company; provided, however, that with respect to the Focus Nominee, neither the Existing Shareholder nor the Company shall take any action to cause any such removal without the prior written consent of the Focus Shareholder unless such removal is required by applicable law or casting vote in addition such Director is no longer qualified to serve as a Director pursuant to applicable SEC or regulatory requirements, or a generally applicable policy of the Board of Directors. (e) The Company and the Existing Shareholder shall ensure, to the extent permitted by applicable law, that any Directors nominated or designated pursuant to this Section 2.1 shall enjoy the same rights, capacities, entitlements, indemnification rights and compensation as any other vote members of the Board of Directors. The Focus Nominee shall be entitled to reimbursement for documented, reasonable out-of-pocket expenses incurred in attending meetings of the Board of Directors (or any committee thereof) to the same extent as other members of the Board of Directors. The Company shall notify the Focus Nominee of all regular meetings and special meetings of the Board of Directors and, if the Focus Nominee is a member of any committee thereof, of all regular and special meetings of such person may havecommittee. The Company shall provide the Focus Nominee with copies of all notices, minutes, consents and other material that it provides to all other members of the Board of Directors concurrently with such materials being provided to the other members. (f) The Company and the Existing Shareholder shall not take any action that would result in any amendment to the governing documents of the Company inconsistent with the provisions of this Section 2.1.

Board of Directors. (a) As of Except as otherwise provided in this Agreement or in the Execution DateBylaws, the powers of PARSAC shall be exercised, its property shall be controlled, and its affairs shall be conducted by its Board of Directors whose meetings, functions and activities shall consist be governed by the Bylaws. The Board shall be composed of one director who represents and acts on behalf of each respective Member Entity which participates in PARSAC's Liability and/or Workers’ Compensation Program. The number of persons on the Board shall be equal to the number of Member Entities. In addition, each Member Entity shall appoint a second individual as alternate director, who shall have the authority to attend, participate in, and vote at any meeting of the following members: (i) Board when the Chief Executive Officer respective director is absent. Each director and alternate director shall be an elected official or employee of the Company; (ii) the Chief Operating Officer of the Company; (iii) one (1) director respective Member Entity, shall be appointed by the Chief Executive Officer of the Company; (iv) one (1) Round A Director; (v) one (1) Round B Director; and (vi) one (1) Preferred Share Director (b) Each of the Founders respective Member Entity's governing body, and the Affiliate Investors shall take all actions available to it in serve at its capacity as pleasure. If a shareholder of the Company, to take director or cause alternate ceases to be taken all actions available to each that are necessary to maintain the composition an employee or elected official of the Board of Directors as set forth in Section 10.1(a). (c) Only the Party who had the power to designate a director pursuant to Section 10.1(a) shall have the power to remove such director. Each of the Parties hereto agrees to take such action as is necessary to call a special meeting of the shareholders of the Company (Member Entity for any reason, his or effect a written consent in lieu thereof) for the purpose of effecting any such removal, and at such meeting each such Party shall vote to accomplish said result. In the event that any director is removed or shall have resigned or become unable to serve, the Party who had the power to designate such director pursuant to Section 10.1(a) shall have the power to designate a person reasonably qualified to serve her position on the Board and any of Directors to fill such vacancy, whereupon each of the Parties hereto, or their successors and assigns, agree to take such action as is necessary to promptly elect such person to fill such vacancy (including, if necessary, calling a special meeting of the shareholders of the Company (or effect a written consent in lieu thereof) and voting all shares owned by the Parties hereto to accomplish such result)its committees shall immediately terminate. Except as provided above, no Party shall vote in favor of, or otherwise take any actions in respect of, the removal of any director who shall have been designated or nominated pursuant to Section 10.1(a). (d) The Board of Directors shall have a Chairmanthe following powers and functions: A. The Board shall exercise all powers and conduct all business of PARSAC, either directly or by delegation of authority to other bodies or persons pursuant to this Agreement and each of the Founders and the Affiliate Investors applicable law; B. The Board shall cause form an Executive Committee from its designee directors(s) to support resolutions and actions by written consent of the Board of Directors that maintain or appoint to the position of Chairman of the Board of Directors the Chief Executive Officer of the Company. (e) On all actions to be taken and matters to be decided by the Board of Directors, each director shall be entitled to cast one (1) vote, and subject to Section 10.3, the affirmative vote of the directors having a majority of the total voting power represented at a meeting at which a quorum is present shall constitute an act of the Board of Directorsmembership. In the case Bylaws the Board shall delegate to that Committee such powers as it sees fit; C. The Board may form such other committees as it deems appropriate in conducting PARSAC's business; D. The Board shall elect PARSAC's officers; E. The Board shall cause to be prepared and adopt PARSAC's annual operating budget; F. The Board shall develop, or cause to be developed, and shall review, modify as necessary, and adopt each of an equality PARSAC's Programs, including all provisions for reinsurance and administrative services necessary to carry out such Program; G. The Board shall contract or otherwise provide for necessary services to PARSAC and to Member Entities. These necessary services may include, but shall not be limited to, risk management consulting, loss prevention and control, centralized loss reporting, actuarial consulting, claims adjusting, and legal defense services; H. The Board, either directly or through the Executive Committee, shall provide policy direction to PARSAC's General Manager; I. The Board shall receive and act upon reports of votesits committees and the General Manager, either directly or through the Executive Committee; J. The Board shall establish monetary limits upon any delegation of the claims payment and settlement authority, beyond which a proposed settlement must be referred to the Board for approval; K. The Board may require that PARSAC review, audit, report upon, and make recommendations with regard to the safety or claims administration functions of any Member Entity insofar as those functions are affecting PARSAC's liability or potential liability. The Board may forward any or all such recommendations to the Member Entity with a request for compliance and a statement of potential consequences for noncompliance; L. The Board shall receive, review and act upon periodic reports and audits of PARSAC's funds; M. The Board may amend, repeal or adopt new Bylaws, this Agreement or other key documents; N. The Board may increase, decrease, or otherwise amend the coverages, limits and other terms of any Memorandum of Coverage; O. The Board shall approve any proposal by the Executive Committee for Special Assessments from the Member Entities before such Special Assessments are billed; P. The Board may expel a Member Entity from any Program or from membership in PARSAC pursuant to Article XXIV of this Agreement; Q. The Board may ratify actions of the Executive Committee, where such ratification is required before the action becomes final; R. The Board may enter into a joint venture or contractual arrangement with any similar entity and may also enter into a merger or acquisition agreement with a similar entity, provided that if PARSAC is not the surviving entity in any such merger or acquisition, such action shall require approval by the vote of three-fourths of the Member Entities; and S. The Board shall have such other powers and functions as are provided for in this Agreement, the ChairmanBylaws, if any, or in the absence of the Chairman, a director designated by the Board of Directors to preside at a meeting of the Board of Directors, shall have a second or casting vote in addition to any other vote such person may haveand applicable law.

Board of Directors. (a) As 8.1 The Agency shall be governed by the Board of Directors, which shall be composed of one Director representing each Member. Each Member’s Legislative Body, according to its own procedures, shall appoint a Member of the Execution DateLegislative Body as a Director to represent the Member on the Board of Directors. The Director shall serve at the pleasure of their respective Legislative Body. The Legislative Body of each Member shall also appoint one alternate Director (“Alternate”) who shall participate in and vote at any meeting of the Board when the primary Director is absent. Any vacancy in a Director or Alternate position shall be filled by the appointing Member’s Legislative Body, subject to the provisions of this Article. Immediately upon admission of a new Member, the new Member shall be entitled and required to appoint a Director and one alternate Director. Every Director or Alternate shall be a Council Member or Mayor of their individual Member city. 8.2 A Director and/or Alternate shall be removed from the Board of Directors shall consist upon the occurrence of any one of the following members: (i) the Chief Executive Officer of the Company; (ii) the Chief Operating Officer of the Company; (iii) one events: (1) director appointed by the Chief Executive Officer Agency receives written notice from the appointing Member of the Company; (iv) one (1) Round A Director; (v) one (1) Round B Director; and (vi) one (1) Preferred Share Director (b) Each removal and/or replacement of the Founders and Director or Alternate; (2) the Affiliate Investors shall take all actions available to it in its capacity as a shareholder withdrawal of the Company, to take Member from this Agreement; (3) the death or cause to be taken all actions available to each that are necessary to maintain the composition resignation of the Board Director or Alternate; (4) the Agency receives written notice from the Member that the Director or Alternate is no longer qualified as provided in the first paragraph of Directors this Article 8; or as set forth in Section 10.1(a)Article 21. (c) Only the Party who had the power to designate a director pursuant to Section 10.1(a) shall have the power to remove such director. Each of the Parties hereto agrees to take such action as is necessary to call a special meeting of the shareholders of the Company (or effect a written consent in lieu thereof) for the purpose of effecting any such removal, and at such meeting each such Party shall vote to accomplish said result. In the event that any director is removed or shall have resigned or become unable to serve, the Party who had the power to designate such director pursuant to Section 10.1(a) shall have the power to designate a person reasonably qualified to serve on the Board of Directors to fill such vacancy, whereupon each of the Parties hereto, or their successors and assigns, agree to take such action as is necessary to promptly elect such person to fill such vacancy (including, if necessary, calling a special meeting of the shareholders of the Company (or effect a written consent in lieu thereof) and voting all shares owned by the Parties hereto to accomplish such result). Except as provided above, no Party shall vote in favor of, or otherwise take any actions in respect of, the removal of any director who shall have been designated or nominated pursuant to Section 10.1(a). (d) 8.3 The Board of Directors shall have a Chairmanthe following powers and functions: 8.3.1 Except as otherwise provided in this Agreement, the Board shall exercise all powers and conduct all business of the Agency, either directly or by delegation to other bodies or persons; 8.3.2 The Board shall elect an Executive Committee, as provided in Article 11; 8.3.3 The Board shall be the policy setting body of the Agency; 8.3.4 The Board shall appoint or retain the services of necessary agents, consultants, or independent contractors in accordance with Article 14; 8.3.5 The Board shall cause to be prepared, and each shall review, modify as necessary, and adopt the annual operating budget of the Founders and the Affiliate Investors shall cause its designee directors(s) to support resolutions and actions by written consent Agency. Adoption of the budget may not be delegated. The Board shall adopt their budget no later than the first April 30th following formation and then subsequently by April 30th of Directors that maintain each successive year. The Board shall review, set, and adopt annual dues to be funded by Agency Members; 8.3.6 The Board shall receive, review and act upon periodic reports and audits of the funds of the Agency, as required under Article 16 of this Agreement; 8.3.7 The Board may adopt policies regarding personnel, conflicts of interest and other matters necessary or appoint convenient for the efficient operation of the Agency; 8.3.8 The Board shall adopt a set of priorities and work plan for each fiscal year; and 8.3.9 Subject to the position terms of Chairman this Agreement, the Board shall have such other powers and duties as are reasonably necessary to carry out the purposes of the Board of Directors the Chief Executive Officer of the CompanyAgency. (e) On all actions to be taken and matters to be decided by the Board of Directors, each director shall be entitled to cast one (1) vote, and subject to Section 10.3, the affirmative vote of the directors having a majority of the total voting power represented at a meeting at which a quorum is present shall constitute an act of the Board of Directors. In the case of an equality of votes, the Chairman, if any, or in the absence of the Chairman, a director designated by the Board of Directors to preside at a meeting of the Board of Directors, shall have a second or casting vote in addition to any other vote such person may have.

Board of Directors. (a) As Prior to an offering of Interests there may be an initial sole Director, who may also serve as the initial sole officer. Thereafter, the number of Directors shall be determined by a written instrument signed by a majority of the Execution DateDirectors then in office, provided that the number of Directors shall be no less than two or more than fifteen. No reduction in the number of Directors shall have the effect of removing any Director from office prior to the expiration of his or her term. An individual nominated as a Director shall be at least 21 years of age and not older than 80 years of age at the time of nomination and not under legal disability. Directors need not own an Interest and may succeed themselves in office. Each Director shall be a "Manager" of the Company for purposes of the Delaware Act. (b) The Directors shall be elected at meetings of the Members called by the Board of Directors from time to time in their sole discretion for that purpose, except as provided in Section 2.6(d) of this Article, and each Director elected shall consist hold office until his or her successor shall have been elected and shall have qualified. The term of office of a Director shall terminate and a vacancy shall occur in the event of the following members: (i) death, resignation, removal, bankruptcy, adjudicated incompetence or other incapacity to perform the Chief Executive Officer duties of the Company; (ii) the Chief Operating Officer office, or removal, of the Company; (iii) one (1) director appointed by the Chief Executive Officer of the Company; (iv) one (1) Round A a Director; (v) one (1) Round B Director; and (vi) one (1) Preferred Share Director (b) Each of the Founders and the Affiliate Investors shall take all actions available to it in its capacity as a shareholder of the Company, to take or cause to be taken all actions available to each that are necessary to maintain the composition of the Board of Directors as set forth in Section 10.1(a). (c) Only the Party who had the power to designate a director pursuant to Section 10.1(a) shall have the power to remove such director. Each Any of the Parties hereto agrees to take Directors may resign (without need for prior or subsequent accounting) by an instrument in writing signed by such action as is necessary to call a special meeting of the shareholders of the Company (Director and delivered or effect a written consent in lieu thereof) for the purpose of effecting any such removal, and at such meeting each such Party shall vote to accomplish said result. In the event that any director is removed or shall have resigned or become unable to serve, the Party who had the power to designate such director pursuant to Section 10.1(a) shall have the power to designate a person reasonably qualified to serve on the Board of Directors to fill such vacancy, whereupon each of the Parties hereto, or their successors and assigns, agree to take such action as is necessary to promptly elect such person to fill such vacancy (including, if necessary, calling a special meeting of the shareholders of the Company (or effect a written consent in lieu thereof) and voting all shares owned by the Parties hereto to accomplish such result). Except as provided above, no Party shall vote in favor of, or otherwise take any actions in respect of, the removal of any director who shall have been designated or nominated pursuant to Section 10.1(a). (d) The Board of Directors shall have a Chairman, and each of the Founders and the Affiliate Investors shall cause its designee directors(s) to support resolutions and actions by written consent of the Board of Directors that maintain or appoint mailed to the position of Chairman of the Board of Directors the Chief Executive Officer of the Company. (e) On all actions to be taken and matters to be decided by the Board of Directors, each director shall be entitled to cast one (1) vote, and subject to Section 10.3, the affirmative vote of the directors having a majority of the total voting power represented at a meeting at which a quorum is present shall constitute an act of the Board of Directors. In the case of an equality of votes, or the Chairman, if any, the President or in the absence Secretary and such resignation shall be effective upon such delivery, or at a later date according to the terms of the Chairmaninstrument. Any of the Directors may be removed (provided the aggregate number of Directors after such removal shall not be less than the minimum number required by Section 2.6(a) hereof) for cause only, and not without cause, and only by action taken by a director designated majority of the remaining Directors followed by the vote of Members holding at least seventy-five percent (75%) of the voting power (determined in accordance with Section 3.3(i) hereof) of the Company then entitled to vote in an election of such Director. Upon the resignation or removal of a Director, each such resigning or removed Director shall execute and deliver such documents as the remaining Directors shall require for the purpose of effecting such resignation or removal. (d) Whenever a vacancy in the Board of Directors to preside at shall occur, the remaining Directors may fill such vacancy by appointing an individual having the qualifications described in this Section by a meeting written instrument signed by a majority of the Board Directors then in office or may leave such vacancy unfilled or may reduce the number of Directors; provided the aggregate number of Directors after such reduction shall not be less than the minimum number required by Section 2.6(a) hereof; provided, further, that if the Members of any class or series of Interests are entitled separately to elect one or more Directors, a majority of the remaining Directors or the sole remaining Director elected by that class or series may fill any vacancy among the number of Directors elected by that class or series. Any vacancy created by an increase in Directors may be filled by the appointment of an individual having the qualifications described in Section 2.6(a) made by a written instrument signed by a majority of the Directors then in office. No vacancy shall operate to annul this Agreement. Whenever a vacancy in the number of Directors shall occur, until such vacancy is filled as provided herein, the Directors in office, regardless of their number, shall have a second or casting vote in addition all the powers granted to any other vote such person may havethe Directors and shall discharge all the duties imposed upon the Directors by this Agreement.

Board of Directors. (a) As Each Party shall take all necessary and desirable actions within its control such that, as of the Execution Date, the Board of Directors shall consist of the following members: Effective Time: (i) the Chief Executive Officer size of the Company; Board shall be set at nine members; (ii) the Chief Operating Officer following persons shall be nominated for election or appointment to be members of the Company; Board (each of the following individuals is referred to herein as a “Nominee”): (A) Jishuang Zhao, ▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇ and ▇▇▇▇▇▇▇▇ ▇▇▇▇(or any of their respective successors nominated pursuant to paragraph (d) below, the “Founder Directors”); and (B) ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇-Cloquet and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ (or any of their respective successors nominated pursuant to paragraph (e) below, the “EdtechX Directors”), each of whom shall serve as an independent director of Holdco; and (iii) one three (13) director appointed by persons nominated based on and in compliance with the Chief Executive Officer nominating and corporate governance committee charter and/or corporate governance guidelines of the Company; Holdco (ivthe “Independent Directors”) one (1) Round A Director; (v) one (1) Round B Director; and (vi) one (1) Preferred Share Director, each of whom shall serve as an independent director of Holdco. (b) Each Subject to the terms and conditions of this Agreement, from the Effective Time through the Termination Date, each of the Founders and the Affiliate Investors Parties shall take all necessary and desirable actions available to it in within its capacity as a shareholder of the Companycontrol (including, to take or cause to be taken all actions available to each that are necessary to maintain the composition without limitation, calling special meetings of the Board and the shareholders and recommending, supporting and soliciting proxies, if applicable), to nominate, appoint, and vote all Holdco Shares held by such Party for the election of the EdtechX Directors, the Founder Directors and Independent Directors as set forth in Section 10.1(a)directors of Holdco. (c) Only Holdco shall take all actions necessary to ensure that, from the Party who had Effective Time through the power Termination Date: (i) the applicable Nominees are included in the Board’s slate of nominees to designate a director pursuant to Section 10.1(athe shareholders of Holdco for each election of Directors and recommended by the Board at any meeting of shareholders called for the purpose of electing directors; and (ii) shall have if applicable, each applicable Nominee up for election is included in the power to remove such director. Each proxy statement prepared by management of Holdco in connection with Holdco’s soliciting proxies or consents in favor of the Parties hereto agrees to take such action as is necessary to call a special foregoing for every meeting of the shareholders of Holdco called with respect to the Company (or effect a written consent in lieu thereof) for election of members of the purpose of effecting any such removalBoard, and at such meeting every adjournment or postponement thereof, and on every action or approval by written resolution of the shareholders of Holdco or the Board with respect to the election of members of the Board. In addition, each such Party Shareholder shall vote to accomplish said result. In the event that any director is removed or shall have resigned or become unable to serve, the Party who had the power to designate such director pursuant to Section 10.1(a) shall have the power to designate a person reasonably qualified to serve on the Board in favor of Directors to fill such vacancy, whereupon each of the Parties hereto, or their successors and assigns, agree to take such action as is necessary to promptly elect such person to fill such vacancy (including, if necessary, calling a special Nominee at every meeting of the shareholders of Holdco called with respect to the Company (election of members of the Board, and at every adjournment or effect a postponement thereof, and on every action or approval by written consent in lieu thereof) and voting all shares owned by resolution of the Parties hereto shareholders of Holdco or the Board with respect to accomplish such result). Except as provided above, no Party shall vote in favor of, or otherwise take any actions in respect of, the removal election of any director who shall have been designated or nominated pursuant to Section 10.1(a)members of the Board. (d) The Board If a vacancy occurs because of Directors the death, disability, disqualification, resignation or removal of a Founder Director or for any other reason, the Company Shareholders shall have a Chairmanbe entitled to designate such person’s successor, and each Holdco shall, within ten days of such designation, take all necessary actions within its control such that such vacancy shall be filled with such successor Nominee, it being understood that any such successor designee shall serve the remainder of the Founders and the Affiliate Investors shall cause its designee directors(s) to support resolutions and actions by written consent term of the Board of Directors that maintain or appoint Founder Director whom such designee replaces. Notwithstanding anything to the contrary, the director position of Chairman of for such Founder Director shall not be filled pending such designation and appointment, unless the Board of Directors Company Shareholders fail to designate such Nominee for more than 30 days, after which Holdco may appoint an interim successor director until the Chief Executive Officer of the CompanyCompany Shareholders make such designation. (e) On all actions to be taken and matters to be decided by If a vacancy occurs because of the Board death, disability, disqualification, resignation or removal of Directorsan EdtechX Director or for any other reason, each director the EdtechX Sponsors shall be entitled to cast one (1) votedesignate such person’s successor, and subject Holdco shall, within ten days of such designation, take all necessary actions within its control such that such vacancy shall be filled with such successor Nominee, it being understood that any such successor designee shall serve the remainder of the term of the EdtechX Director whom such designee replaces. Notwithstanding anything to Section 10.3the contrary, the affirmative vote director position for such EdtechX Director shall not be filled pending such designation and appointment, unless the EdtechX Sponsors fail to designate such Nominee for more than 30 days, after which Holdco may appoint an interim successor director until the EdtechX Sponsors make such designation. (f) If a vacancy occurs because of the directors having a majority death, disability, disqualification, resignation or removal of an Independent Director or for any other reason, such vacancy shall be filled in accordance with the nominating and corporate governance committee charter and/or corporate governance guidelines then effective of the total voting power represented Holdco. (g) Holdco shall pay the reasonable, documented out-of-pocket expenses incurred by each Nominee in connection with his or her services provided to or on behalf of Holdco, including attending meetings (including committee meetings) or events attended on behalf of Holdco at a meeting at which a quorum is present Holdco’s request. (h) Holdco shall constitute an act (i) purchase directors’ and officers’ liability insurance pursuant to the terms of Section 7.10 of the Merger Agreement and (ii) for so long as any member of the Board nominated pursuant to the terms of Directors. In this Agreement serves as a director of Holdco, maintain such coverage with respect to such directors; provided, that upon removal or resignation of such director for any reason, Holdco shall take all actions reasonably necessary to extend such directors’ and officers’ liability insurance coverage for a period of not less than six years from any such event in respect of any act or omission occurring at or prior to such event. (i) For so long as any Founder Director or EdtechX Director serves as a director of Holdco, Holdco shall not amend, alter or repeal any right to indemnification or exculpation covering or benefiting any director nominated pursuant to this Agreement as and to the case extent consistent with applicable Legal Requirements, including but not limited to any such rights to indemnification or exculpation in Holdco’s Charter Documents (except to the extent such amendment or alteration permits Holdco to provide broader indemnification or exculpation rights, in the aggregate and on an individual basis, on a retroactive basis, than permitted prior thereto). (j) For the avoidance of an equality doubt, a reduction in the amount of votesHoldco Shares beneficially owned by the EdtechX Sponsors, on the one hand, or the Company Shareholders, on the other hand, shall not impact such Shareholders’ right granted under this Agreement to fill a vacancy resulting from any EdtechX Director or Founder Director, respectively, ceasing to serve as a director for any reason. (k) Notwithstanding anything herein to the contrary, from and after the Effective Time and at any time prior to the Termination Date, the ChairmanShareholders shall not knowingly take or agree to take, if anydirectly or indirectly, any action to frustrate, obstruct or in otherwise prevent, Holdco from performing its obligations to nominate the absence of the Chairman, a director designated by the Board of Directors to preside at a meeting of the Board of Directors, shall have a second or casting vote in addition to any other vote such person may haveNominees.

Board of Directors. The Company shall not, without the written consent or affirmative vote of (ai) As the holders of at least a majority of the Execution Datethen outstanding Common Stock consenting or voting (as the case may be) as a separate class and (ii) the holders of at least a majority of the then outstanding Series A Preferred, Series B Preferred and Series C Preferred, each consenting or voting (as the case may be) together as a single class, increase the maximum number of directors constituting the Board of Directors to a number in excess of six (6). For so long as at least 5,500,000 shares of Series A Preferred remain outstanding (subject to adjustment for any stock split, reverse stock split or similar event affecting the Series A Preferred), the holders of Series A Preferred, voting together as a separate class, shall consist of the following members: be entitled to elect two (i2) the Chief Executive Officer members of the Company; 's Board of Directors (iithe "Series A Directors") the Chief Operating Officer at each meeting or pursuant to each consent of the Company; 's stockholders for the election of directors, and to remove from office such directors and to fill any vacancy caused by the resignation, death or removal of such directors. For so long as at least 3,575,000 but not more than 5,499,999 shares of Series A Preferred remain outstanding (iii) subject to adjustment for any stock split, reverse stock split or similar event affecting the Series A Preferred), the holders of Series A Preferred, voting together as a separate class, shall be entitled to elect one (1) director appointed by the Chief Executive Officer member of the Company; 's Board of Directors at each meeting or pursuant to each consent of the Company's stockholders for the election of directors, and to remove from office such director and to fill any vacancy caused by the resignation, death or removal of such director. For so long as at least 3,500,000 shares of Series C Preferred remain outstanding (iv) subject to adjustment for any stock split, reverse stock split or similar event affecting the Series C Preferred), the holders of Series C Preferred, voting together as a separate class, shall be entitled to elect one (1) Round A Director; (v) one (1) Round B Director; and (vi) one (1) Preferred Share Director (b) Each of the Founders and the Affiliate Investors shall take all actions available to it in its capacity as a shareholder member of the Company, to take or cause to be taken all actions available to each that are necessary to maintain the composition of the 's Board of Directors as set forth in Section 10.1(a). (cthe "Series C Director") Only the Party who had the power to designate a director at each meeting or pursuant to Section 10.1(a) shall have each consent of the power Company's stockholders for the election of directors, and to remove from office such directordirectors and to fill any vacancy caused by the resignation, death or removal of such directors. Each of the Parties hereto agrees to take such action as is necessary to call a special At any meeting of the shareholders of the Company (or effect in a written consent in lieu thereof) held for the purpose of effecting any such removal, and at such meeting each such Party shall vote to accomplish said result. In the event that any director is removed or shall have resigned or become unable to serveelecting directors, the Party who had the power to designate such director pursuant to Section 10.1(a) shall have the power to designate a presence in person reasonably qualified to serve on the Board of Directors to fill such vacancy, whereupon each of the Parties hereto, or their successors and assigns, agree to take such action as is necessary to promptly elect such person to fill such vacancy (including, if necessary, calling a special meeting of the shareholders of the Company by proxy (or effect a the written consent in lieu thereofconsent) and voting all shares owned by the Parties hereto to accomplish such result). Except as provided above, no Party shall vote in favor of, or otherwise take any actions in respect of, the removal of any director who shall have been designated or nominated pursuant to Section 10.1(a). (d) The Board of Directors shall have a Chairman, and each of the Founders and the Affiliate Investors shall cause its designee directors(s) to support resolutions and actions by written consent of the Board of Directors that maintain or appoint to the position of Chairman of the Board of Directors the Chief Executive Officer of the Company. (e) On all actions to be taken and matters to be decided by the Board of Directors, each director shall be entitled to cast one (1) vote, and subject to Section 10.3, the affirmative vote of the directors having a majority of the total voting power represented at a meeting at which a quorum is present shall constitute an act of the Board of Directors. In the case of an equality of votes, the Chairman, if any, or in the absence of the Chairman, a director designated by the Board of Directors to preside at a meeting of the Board of Directors, shall have a second or casting vote in addition to any other vote such person may have.the

Board of Directors. (a) As From and after the Closing and until the provisions of this Section 1 cease to be effective, each Stockholder shall vote all of his Stockholder Shares and any other voting securities of the Execution DateCompany over which such Stockholder has voting control and shall take all other necessary or desirable actions within his control (whether in his capacity as a stockholder, the Board of Directors shall consist director, member of the following membersboard or any committee thereof, or officer of the Company or otherwise, and including, without limitation, attendance at meetings in person or by proxy for purposes of obtaining a quorum and execution of written consents in lieu of meetings), and the Company shall take all necessary and desirable actions within its control (including, without limitation, calling special board and stockholder meetings), so that: (i) the Chief Executive Officer authorized number of directors on the Company's board of directors (the "BOARD") shall be no more than six directors; (ii) the Chief Operating Officer following persons shall be elected to the Board: (A) two representatives designated by GTCR Fund VII (the "GTCR INVESTOR DIRECTORS"), who shall initially be ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ and ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇; (B) two representatives designated by Bajaj (the "EXECUTIVE DIRECTORS"), who shall be executive officers of the Company and one of whom shall initially be Bajaj; and (C) at such time as GTCR Fund VII designates, up to two representatives chosen jointly by GTCR Fund VII and Bajaj (the "OUTSIDE DIRECTORS"); PROVIDED that no Outside Director shall be a member of the Company's management or an employee or officer of the Company or its subsidiaries; PROVIDED further that if GTCR Fund VII and Bajaj are unable to agree on the Outside Directors within 10 days after the date specified by GTCR Fund VII for electing the Outside Directors, then GTCR Fund VII shall, in its sole discretion, designate the Outside Directors; (iii) one (1) director appointed by the Chief Executive Officer composition of any committee of the CompanyBoard shall include at least one GTCR Investor Director; (iv) one a majority of the board of directors of each of the Company's subsidiaries (1a "SUB BOARD") Round A Directorshall consist of members of the Board; (v) one the removal from the Board, a Sub Board or a committee (1with or without cause) Round B Directorof any GTCR Investor Director or any Outside Director shall be upon (and only upon) the written request of GTCR Fund VII; (vi) the removal from the Board, a Sub Board or a committee (with or without cause) of any Executive Director shall be upon (and only upon) the written request of Bajaj; and (vivii) one (1) Preferred Share Director (b) Each of the Founders and the Affiliate Investors shall take all actions available to it in its capacity as a shareholder of the Company, to take or cause to be taken all actions available to each that are necessary to maintain the composition of the Board of Directors as set forth in Section 10.1(a). (c) Only the Party who had the power to designate a director pursuant to Section 10.1(a) shall have the power to remove such director. Each of the Parties hereto agrees to take such action as is necessary to call a special meeting of the shareholders of the Company (or effect a written consent in lieu thereof) for the purpose of effecting any such removal, and at such meeting each such Party shall vote to accomplish said result. In the event that any director is removed representative designated hereunder for any reason ceases to serve as a member of the Board, a Sub Board or shall have resigned or become unable to servea committee during his term of office, the Party who had resulting vacancy on the power Board, the Sub Board or such committee shall be filled by a representative designated by the person or persons originally entitled to designate such director pursuant to Section 10.1(aSECTION 1(a)(ii) above. (b) the rights of Bajaj under this SECTION 1 shall have terminate at such time as Bajaj and the power to designate a person reasonably qualified to serve on Bajaj Purchasers in the Board aggregate hold less than 50% of Directors to fill their aggregate Applicable Purchase Amount. (c) the rights of GTCR Fund VII under this SECTION 1 shall terminate at such vacancy, whereupon each time as the GTCR Investors in the aggregate hold less than 50% of the Parties hereto, or their successors and assigns, agree to take such action as is necessary to promptly elect such person to fill such vacancy (including, if necessary, calling a special meeting of the shareholders of the Company (or effect a written consent in lieu thereof) and voting all shares owned by the Parties hereto to accomplish such result). Except as provided above, no Party shall vote in favor of, or otherwise take any actions in respect of, the removal of any director who shall have been designated or nominated pursuant to Section 10.1(a)aggregate Applicable Purchase Amount. (d) The Board of Directors Company shall have a Chairman, pay all out-of-pocket expenses incurred by each director in connection with attending regular and each special meetings of the Founders Board, any Sub Board and the Affiliate Investors shall cause its designee directors(s) to support resolutions and actions by written consent of the Board of Directors that maintain or appoint to the position of Chairman of the Board of Directors the Chief Executive Officer of the Companyany committee thereof. (e) On all actions If any party fails to be taken and matters designate a representative to be decided by fill a directorship pursuant to the Board terms of Directorsthis SECTION 1, each director the election of a person to such directorship shall be entitled accomplished in accordance with the Company's bylaws and applicable law. (f) The provisions of this SECTION 1 shall terminate upon first to cast one occur of (1i) vote, the consummation of a Qualified Public Offering and subject to Section 10.3, (ii) the affirmative vote consummation of a Sale of the directors having a majority of the total voting power represented at a meeting at which a quorum is present shall constitute an act of the Board of Directors. In the case of an equality of votes, the Chairman, if any, or in the absence of the Chairman, a director designated by the Board of Directors to preside at a meeting of the Board of Directors, shall have a second or casting vote in addition to any other vote such person may haveCompany.

Board of Directors. (a) As of the Execution Date, the The Board of Directors shall consist be responsible for the conduct of the following membersgeneral operations of the Bank, and for this purpose, shall exercise all the powers delegated to them by the Board of Governors, and in particular: (i) in conformity with the Chief Executive Officer general directions of the CompanyBoard of Governors, take decisions concerning business strategies, country strategies, loans, guarantees, equity investments, borrowing by the Bank, setting basic operational procedures and charges, furnishing of technical assistance and other operations of the Bank; (ii) submit the Chief Operating Officer accounts for each financial year for approval of the Company;Board of Governors at each annual meeting; and (iii) one (1) director appointed by approve the Chief Executive Officer budget of the Company; (iv) one (1) Round A Director; (v) one (1) Round B Director; and (vi) one (1) Preferred Share DirectorBank. (b) Each of the Founders founding members shall appoint 1 (one) Director and the Affiliate Investors shall take all actions available to it in its capacity as a shareholder of the Company, to take or cause to be taken all actions available to each that are necessary to maintain the composition of the 1 (one) alternate. The Board of Governors shall establish by special majority the methodology by which additional Directors as set forth in Section 10.1(aand alternates shall be elected, so that the total number of Directors shall be no more than 10 (ten). (c) Only the Party who had the Directors shall serve a term of 2 (two) years and may be re-elected. A Director shall continue in office until his successor has been chosen and qualified. Alternates shall have full power to designate a director pursuant to Section 10.1(a) shall have the power to remove such director. Each of the Parties hereto agrees to take such action as is necessary to call a special meeting of the shareholders of the Company (or effect a written consent in lieu thereof) act for the purpose of effecting any such removal, and at such meeting each such Party shall vote to accomplish said result. In the event that any director respective Director when he is removed or shall have resigned or become unable to serve, the Party who had the power to designate such director pursuant to Section 10.1(a) shall have the power to designate a person reasonably qualified to serve on the Board of Directors to fill such vacancy, whereupon each of the Parties hereto, or their successors and assigns, agree to take such action as is necessary to promptly elect such person to fill such vacancy (including, if necessary, calling a special meeting of the shareholders of the Company (or effect a written consent in lieu thereof) and voting all shares owned by the Parties hereto to accomplish such result). Except as provided above, no Party shall vote in favor of, or otherwise take any actions in respect of, the removal of any director who shall have been designated or nominated pursuant to Section 10.1(a)not present. (d) The Board of Directors shall have appoint a Chairmannon-executive chairperson from among the Directors for a mandate of 4 (four) years. If the Director does not serve a full mandate or if he is not re-elected for a second term, and each the Director that replaces him will serve as chairperson for the remainder of the Founders term. (e) The Board of Directors shall approve the basic organization of the Bank upon proposal by the President, including the number and general responsibilities of the Affiliate Investors chief administrative and professional positions of the staff. (f) The Board of Directors shall cause its designee directors(sappoint a Credit and Investment Committee and may appoint such other committees as it deems advisable. Membership of such committees need not be limited to Governors, Directors, or alternates. (g) The Board of Directors shall function as a non-resident body, which will meet quarterly, unless the Board of Governors decides otherwise by a qualified majority. If the Board of Governors decides to support resolutions and actions by written consent make the Board of Directors a resident body, the President of the Bank will become henceforth the chairperson of the Board of Directors. (h) A quorum for any meeting of the Directors shall be a majority of the Directors, exercising not less than two-thirds of the total voting power. (i) A member of the Bank may send a representative to attend any meeting of the Board of Directors when a matter especially affecting that maintain or appoint to the position member is under consideration. Such right of Chairman of the Board of Directors the Chief Executive Officer of the Company. (e) On all actions to representation shall be taken and matters to be decided regulated by the Board of Directors, each director shall be entitled to cast one (1) vote, and subject to Section 10.3, the affirmative vote of the directors having a majority of the total voting power represented at a meeting at which a quorum is present shall constitute an act of the Board of Directors. In the case of an equality of votes, the Chairman, if any, or in the absence of the Chairman, a director designated by the Board of Directors to preside at a meeting of the Board of Directors, shall have a second or casting vote in addition to any other vote such person may haveGovernors.

Board of Directors. Upon the date hereof, Section 1(a) of the Stockholders Agreement is amended to read in its entirety as follows: (a) As From and after the Closing and until the provisions of this Section 1 cease to be effective, each Stockholder shall vote all of his Stockholder Shares and any other voting securities of the Execution DateCompany over which such Stockholder has voting control and shall take all other necessary or desirable actions within his control (whether in his capacity as a stockholder, the Board of Directors shall consist director, member of the following membersboard or any committee thereof, or officer of the Company or otherwise, and including, without limitation, attendance at meetings in person or by proxy for purposes of obtaining a quorum and execution of written consents in lieu of meetings), and the Company shall take all necessary and desirable actions within its control (including, without limitation, calling special board and stockholder meetings), so that: (i) the Chief Executive Officer authorized number of directors on the Company's board of directors (the "BOARD") shall be no more than nine directors; (ii) the Chief Operating Officer following persons shall be elected to the Board: (A) two representatives designated by GTCR Fund VII (the "GTCR INVESTOR DIRECTORS"), who shall initially be ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ and ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇; (B) two representatives designated by Bajaj (the "EXECUTIVE DIRECTORS"), who shall be executive officers of the Company and one of whom shall initially be Bajaj; and (C) at such time as GTCR Fund VII designates, up to five representatives chosen jointly by GTCR Fund VII and Bajaj (the "OUTSIDE DIRECTORS"); PROVIDED that no Outside Director shall be a member of the Company's management or an employee or officer of the Company or its subsidiaries; PROVIDED further that if GTCR Fund VII and Bajaj are unable to agree on the Outside Directors within 10 days after the date specified by GTCR Fund VII for electing the Outside Directors, then GTCR Fund VII shall, in its sole discretion, designate the Outside Directors; (iii) one (1) director appointed by the Chief Executive Officer composition of any committee of the CompanyBoard shall include at least one GTCR Investor Director; (iv) one a majority of the board of directors of each of the Company's subsidiaries (1a "SUB BOARD") Round A Directorshall consist of members of the Board; (v) one the removal from the Board, a Sub Board or a committee (1with or without cause) Round B Directorof any GTCR Investor Director or any Outside Director shall be upon (and only upon) the written request of GTCR Fund VII; (vi) the removal from the Board, a Sub Board or a committee (with or without cause) of any Executive Director shall be upon (and only upon) the written request of Bajaj; and (vivii) one (1) Preferred Share Director (b) Each of the Founders and the Affiliate Investors shall take all actions available to it in its capacity as a shareholder of the Company, to take or cause to be taken all actions available to each that are necessary to maintain the composition of the Board of Directors as set forth in Section 10.1(a). (c) Only the Party who had the power to designate a director pursuant to Section 10.1(a) shall have the power to remove such director. Each of the Parties hereto agrees to take such action as is necessary to call a special meeting of the shareholders of the Company (or effect a written consent in lieu thereof) for the purpose of effecting any such removal, and at such meeting each such Party shall vote to accomplish said result. In the event that any director is removed representative designated hereunder for any reason ceases to serve as a member of the Board, a Sub Board or shall have resigned or become unable to servea committee during his term of office, the Party who had resulting vacancy on the power Board, the Sub Board or such committee shall be filled by a representative designated by the person or persons originally entitled to designate such director pursuant to Section 10.1(aSECTION 1(a)(ii) shall have the power to designate a person reasonably qualified to serve on the Board of Directors to fill such vacancy, whereupon each of the Parties hereto, or their successors and assigns, agree to take such action as is necessary to promptly elect such person to fill such vacancy (including, if necessary, calling a special meeting of the shareholders of the Company (or effect a written consent in lieu thereof) and voting all shares owned by the Parties hereto to accomplish such result). Except as provided above, no Party shall vote in favor of, or otherwise take any actions in respect of, the removal of any director who shall have been designated or nominated pursuant to Section 10.1(a). (d) The Board of Directors shall have a Chairman, and each of the Founders and the Affiliate Investors shall cause its designee directors(s) to support resolutions and actions by written consent of the Board of Directors that maintain or appoint to the position of Chairman of the Board of Directors the Chief Executive Officer of the Company. (e) On all actions to be taken and matters to be decided by the Board of Directors, each director shall be entitled to cast one (1) vote, and subject to Section 10.3, the affirmative vote of the directors having a majority of the total voting power represented at a meeting at which a quorum is present shall constitute an act of the Board of Directors. In the case of an equality of votes, the Chairman, if any, or in the absence of the Chairman, a director designated by the Board of Directors to preside at a meeting of the Board of Directors, shall have a second or casting vote in addition to any other vote such person may have.

Board of Directors. (a) As of the Execution Date, The By-laws shall provide that the Board of Directors shall consist of seven (7) permanent directors and seven (7) alternate directors, of which two (2) permanent and alternate director shall be nominated by Will▇▇▇▇ (▇▇e of which shall be nominated by Will▇▇▇▇ ▇▇▇ough the following members: use of its own voting rights, and one of which shall be nominated by Metrogas, through the voting rights of Metrogas, upon express instruction by Will▇▇▇▇) ▇▇d five (i5) permanent and alternate directors shall be nominated by Metrogas. For the Chief Executive Officer purposes of Section 4.2(d) of this Agreement, Will▇▇▇▇ ▇▇▇ll be deemed to have nominated two (2) directors. In the Company; (ii) event, however, that the Chief Operating Officer shareholding percentages in the Company of each of Will▇▇▇▇ ▇▇▇ Metrogas vary in any manner, the Company; (iii) one (1) director appointed by number of directors which each of Will▇▇▇▇ ▇▇▇ Metrogas are entitled to nominate to the Chief Executive Officer Board of the Company; (iv) one (1) Round A Director; (v) one (1) Round B Director; and (vi) one (1) Preferred Share Director (b) Each of the Founders Directors and the Affiliate Investors shall take all actions available to it in its capacity as a shareholder of the Company, to take or cause to be taken all actions available to each that are necessary to maintain the composition relevant quorum and voting percentages for both meetings of the Board of Directors and Shareholders of the Company shall also vary in accordance with the relevant change of shareholding percentages. (b) For as set forth in Section 10.1(a)long as Will▇▇▇▇ ▇▇▇ds 19.9% or more of the Shares of the Company, Will▇▇▇▇ ▇▇▇ll be entitled to nominate the Chairman of the Board of Directors. In the event that Will▇▇▇▇ ▇▇▇s not hold 19.9% or more of the Shares of the Company, the Chairman of the Board of Directors shall be nominated by a simple majority of the members of the Board of Directors. (c) Only In the Party who had the power to designate event of a director pursuant to Section 10.1(a) shall have the power to remove such director. Each of the Parties hereto agrees to take such action as is necessary to call a special tie at any meeting of the shareholders Board of Directors, the Company (or effect a written consent in lieu thereof) for the purpose of effecting any such removal, and at such meeting each such Party shall vote to accomplish said result. In the event that any director is removed or chairman shall have resigned a second or become unable to serve, the Party who had the power to designate such director pursuant to Section 10.1(a) shall have the power to designate a person reasonably qualified to serve on the Board of Directors to fill such vacancy, whereupon each of the Parties hereto, or their successors and assigns, agree to take such action as is necessary to promptly elect such person to fill such vacancy (including, if necessary, calling a special meeting of the shareholders of the Company (or effect a written consent in lieu thereof) and voting all shares owned by the Parties hereto to accomplish such result). Except as provided above, no Party shall vote in favor of, or otherwise take any actions in respect of, the removal of any director who shall have been designated or nominated pursuant to Section 10.1(a)casting vote. (d) If a vacancy in any directorship should occur, for whatever reason, the Shareholder who had nominated the former director shall nominate his replacement. The Shareholders agree to vote their respective shares for the election of such nominee. Vacancies shall be filled by vote of the Shareholders as provided in the By-laws. A Shareholder may remove any director nominated by such Shareholder, with or without cause, and may replace such director with his or its nominee and the other Shareholder shall vote its shares to effect such removal and replacement. (e) The Board of Directors shall have manage the business of Company and may exercise all powers normally exercised by a ChairmanBoard of Directors, except for such powers as are required to be exercised by Shareholders, all in accordance with the By-laws and each of the Founders and the Affiliate Investors shall cause its designee directors(s) to support resolutions and applicable statutes. All actions by written consent of the Board of Directors that maintain or appoint to the position of Chairman of the Board of Directors the Chief Executive Officer of the Company. (e) On all actions to be taken and matters to be decided by the Board of Directors, each director shall be entitled to cast one (1) vote, and subject to Section 10.3, require the affirmative vote of the directors having a majority of the total voting power represented members of Board of Directors at a meeting at which a quorum is present shall constitute an act present, except for such actions as to which a higher than majority vote is required pursuant to the provisions of Clause 4.1(b) above of this Agreement, the By-laws or applicable law. (f) The initial seven (7) directors of the Board of Company and their alternates shall be the following: (i) Nominated by Will▇▇▇▇: Permanent Directors. In the case of an equality of votes, the Chairman, if any, or in the absence of the Chairman, a director designated by the Board of Directors to preside at a meeting of the Board of : Anto▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Artu▇▇ ▇▇▇▇▇▇▇ ▇▇▇vo Alternate Directors, shall have a second or casting vote in addition to any other vote such person may have.: Rodr▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇sti Jaim▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇

Board of Directors. The Company will exercise all authority and take all such actions (aincluding, without limitation, complying with Section 14(f) As of the Execution DateExchange Act) which it may take under applicable law which are necessary to cause, concurrently with the Initial Closing, the Board of Directors shall to consist of nine persons as of the following members: Initial Closing Date and to cause five nominees of the Purchaser to be appointed to the Board of Directors as of such date. From and after the Initial Closing Date, the Company shall (i) cause the Chief Executive Officer four nominees (the "Series B Designees") designated by the holders of the Series B Preferred Stock to be elected as directors in accordance with the Series B Certificate of Designations; and (ii) nominate one additional director designated by Capital Z (the "Capital Z Nominee") to the Company's stockholders for election as directors at each annual meeting of stockholders of the Company at which the applicable class of directors is being elected and shall use its best efforts to cause the election of each such nominee, including soliciting proxies in favor of the election of such persons. The Company's By-laws shall be amended, effective as of the Initial Closing Date, to be consistent with the foregoing and the Series B Certificate of Designations. If, in connection with the conversion into Common Stock of all outstanding shares of Series B Preferred Stock, the holders of a majority of such shares request that the Series B Designees continue to serve as directors after such conversion, the Company shall take such actions to assure the continuation of the Series B Designees as directors after such conversion, until the next meeting at which any such director is to be elected. In the event that any such nominee elected to the Board of Directors shall cease to serve as a director for any reason, the vacancy resulting therefrom shall be filled by such Board with a substitute person who has been nominated by the Holders of Series B Preferred Stock (in the case of a Series B Designee) or by Capital Z (in the case of the Capital Z Nominee). Following the election or appointment of the Series B Designees and the Capital Z Nominee pursuant to this Section 4.12 and prior to the earlier to occur of June 30, 1999 and the Supplemental Closing, any amendment or waiver by the Company of any term or condition of this Agreement, any Ancillary Agreement or the Certificate of Incorporation or the By-Laws, any termination by the Company of this Agreement or any Ancillary Agreement, any extension by the Company of the time for the performance of any of the obligations or other acts of the Purchaser or waiver or assertion of any of the Company; 's rights hereunder, or any other consents or actions by the Board of Directors with respect of this Agreement or any Ancillary Agreement, will require, and will require only (ii) the Chief Operating Officer with respect to such action on behalf of the Company; (iii) one (1) director appointed ), the concurrence of a majority of the Continuing Directors, except to the extent that applicable law requires that such action be acted upon by the Chief Executive Officer full Board of Directors, in which case such action will require the concurrence of a majority of the Company; (iv) one (1) Round A Director; (v) one (1) Round B Director; and (vi) one (1) Preferred Share Director (b) Each Directors, which majority shall include each of the Founders Continuing Directors, and no other action by the Affiliate Investors Company shall take all actions available be required for purposes of this Agreement. After the date of this Agreement, until the earlier to occur of the consummation of the Supplemental Closing and June 30, 1999, or the earlier termination of this Agreement, the Purchaser will not exercise any rights it in its capacity may have as a shareholder stockholder of the Company, Company to take or cause to be taken all actions available to each that are necessary to maintain effect a change in the composition of the Board of Directors as set forth in Section 10.1(a). (c) Only the Party who had the power to designate a director pursuant to Section 10.1(a) shall have the power to remove such director. Each of the Parties hereto agrees to take such action as is necessary to call a special meeting of the shareholders of the Company (or effect a written consent in lieu thereof) for the purpose of effecting any such removal, and at such meeting each such Party shall vote to accomplish said result. In the event that any director is removed or shall have resigned or become unable to serve, the Party who had the power to designate such director pursuant to Section 10.1(a) shall have the power to designate a person reasonably qualified to serve on the Board of Directors to fill such vacancy, whereupon each of the Parties hereto, or their successors and assigns, agree to take such action as is necessary to promptly elect such person to fill such vacancy (including, if necessary, calling a special meeting of the shareholders of the Company (or effect a written consent in lieu thereof) and voting all shares owned by the Parties hereto to accomplish such result). Except as provided above, no Party shall vote in favor of, or otherwise take any actions in respect of, the removal of any director who shall have been designated or nominated pursuant to Section 10.1(a). (d) The Board of Directors shall have a Chairman, and each of the Founders and the Affiliate Investors shall cause its designee directors(s) to support resolutions and actions by written consent of the Board of Directors that maintain or appoint to the position of Chairman of the Board of Directors the Chief Executive Officer of the Company, except as provided for in this Section 4.12. (e) On all actions to be taken and matters to be decided by the Board of Directors, each director shall be entitled to cast one (1) vote, and subject to Section 10.3, the affirmative vote of the directors having a majority of the total voting power represented at a meeting at which a quorum is present shall constitute an act of the Board of Directors. In the case of an equality of votes, the Chairman, if any, or in the absence of the Chairman, a director designated by the Board of Directors to preside at a meeting of the Board of Directors, shall have a second or casting vote in addition to any other vote such person may have.

Board of Directors. (a) As From and after the date hereof and until the Termination Date, each Stockholder shall vote all of his Stockholder Shares and any other voting securities of the Execution DateCorporation over which such Stockholder has voting control and shall take all other necessary or desirable actions within his control (whether in his capacity as a stockholder, the director, member of a Board of Directors shall consist committee or officer of the following membersCorporation or otherwise, and including, without limitation, attendance at meetings in person or by proxy for purposes of obtaining a quorum and execution of written consents in lieu of meetings), and the Corporation shall take all necessary and desirable actions within its control (including, without limitation, calling special board and stockholder meetings), so that: (i) the Chief Executive Officer number of directors on the CompanyBoard shall be five (5) directors; (ii) the Chief Operating Officer of following persons shall be elected to the CompanyBoard: (A) Two (2) representatives designated by the Investor (the "Investor Directors"); (B) Two (2) representatives designated by Bared (the "Bared Directors"); and (C) L. ▇▇▇▇▇ ▇▇▇▇▇▇▇ (the "Independent Director"). (iii) one the removal from the Board (1with or without cause) director appointed of any representative designated hereunder by the Chief Executive Officer of Investor or Bared shall be at only the CompanyInvestor's, or Bared's written request, respectively; (iv) one (1) Round A Director;in the event that any representative designated hereunder by the Investor or Bared for any reason ceases to serve as a member of the Board during his term of office, the resulting vacancy on the Board shall be filed by a representative designated by the Investor or Bared, respectively, as provided hereunder; provided that any representative removed for cause shall not be designated again as a member of the Board; and (v) one (1) Round B Director; andExpansion of the Board and election of its additional members will initially be subject to the mutual agreement of the Investor Directors and Bared Directors and whenever they do not agree on such a matter, may be submitted to the vote of all stockholders of the Corporation at a duly called meeting. (vi) one Each member of the Board shall abstain acting in the event of a direct or indirect financial interest (1) Preferred Share Directorexcluding matters that relate to Farm Stores Grocery, Inc., so long as UPET has a financial interest in it). (b) Each of The Board shall not appoint any committee with the Founders and the Affiliate Investors shall take all actions available authority to it in its capacity as a shareholder of the Company, to take or cause to be taken all actions available to each that are necessary to maintain the composition act on behalf of the Board without the consent of the Investor Directors as set forth in Section 10.1(a)and the Bared Investors. (c) Only the Party who had the power If any party fails to designate a director representative to fill a directorship pursuant to the terms of this Section 10.1(a) shall have the power to remove such director. Each of the Parties hereto agrees to take such action as is necessary to call a special meeting of the shareholders of the Company (or effect a written consent in lieu thereof) for the purpose of effecting any such removal, and at such meeting each such Party shall vote to accomplish said result. In the event that any director is removed or shall have resigned or become unable to serve3, the Party who had the power to designate such director pursuant to Section 10.1(a) shall have the power to designate election of a person reasonably qualified to serve on the Board of Directors to fill such vacancy, whereupon each of the Parties hereto, or their successors and assigns, agree to take such action as is necessary to promptly elect such person to fill such vacancy (including, if necessary, calling a special meeting of the shareholders of the Company (or effect a written consent in lieu thereof) and voting all shares owned by the Parties hereto to accomplish such result). Except as provided above, no Party shall vote in favor of, or otherwise take any actions in respect of, the removal of any director who shall have been designated or nominated pursuant to Section 10.1(a). (d) The Board of Directors shall have a Chairman, and each of the Founders and the Affiliate Investors shall cause its designee directors(s) to support resolutions and actions by written consent of the Board of Directors that maintain or appoint to the position of Chairman of the Board of Directors the Chief Executive Officer of the Company. (e) On all actions to be taken and matters to be decided by the Board of Directors, each director directorship shall be entitled to cast one (1) vote, accomplished in accordance with the Corporation's bylaws and subject to Section 10.3, the affirmative vote of the directors having a majority of the total voting power represented at a meeting at which a quorum is present shall constitute an act of the Board of Directors. In the case of an equality of votes, the Chairman, if any, or in the absence of the Chairman, a director designated by the Board of Directors to preside at a meeting of the Board of Directors, shall have a second or casting vote in addition to any other vote such person may haveapplicable law.

Board of Directors. (a) As Except as otherwise expressly provided in this Agreement, the Board of Directors shall have exclusive authority to manage the strategy, operations and affairs of the Execution DateCompany and to make all decisions regarding the business of the Company. It is understood and agreed that the Board of Directors shall have all of the rights and powers of a manager as provided in the Act and as otherwise provided by law, and any action taken by the Board of Directors or its authorized agent or agents shall constitute the act of and serve to bind the Company. (b) From and after the date hereof until changed in accordance with this Agreement, the Board of Directors shall consist of up to five (5) Directors. The Directors as of the Effective Date are set forth on Schedule I hereto. The Directors of the Company shall be appointed as set forth below, and each Member agrees to take all necessary and appropriate action on or following membersthe date hereof to cause the election to the Board of Directors. Until the date that is two (2) years after the Effective Date, the Board of Directors shall be comprised as follows: (i) One Director shall be the then serving Chief Executive Officer of the Company (the “CEO”). The CEO as of the Effective Date is set forth in Schedule I; (ii) The JPM Member shall be entitled to elect (by affirmative vote or written consent) one Director (a “JPM Director”); provided, however, that if the JPM Member shall cease to own at least 50% of the Class A Units held by the JPM Member as of the Effective Date, the JPM Member shall forfeit the right to elect the JPM Director; (iii) The SSP Member shall be entitled to elect (by affirmative vote or written consent) one Director (an “SSP Director”); provided, however, that if the SSP Member shall cease to own at least 50% of the Class A Units held by the SSP Member as of the Effective Date, the SSP Member shall forfeit the right to elect the SSP Director; (iv) The ▇▇▇▇▇▇ Bay Member, the ▇▇ ▇▇▇▇ Member and the Brigade Member (collectively, the “Other Members”) shall be entitled to elect (by affirmative vote or written consent of a majority of the Class A Units held by the Other Members) one Director (an “Other Members Director”); provided, however, that if any of the ▇▇▇▇▇▇ Bay Member, the ▇▇ ▇▇▇▇ Member and the Brigade Member, shall cease to individually own at least 50% of the Class A Units held by such Member as of the Effective Date, the applicable Member shall forfeit its right to participate in the election of the Other Members Director; provided, further, that none of the Other Members shall retain the right to participate in the election of the Other Member Director unless (1) at least one of the Other Members, individually, holds in aggregate at least 5% of the Class A Units issued and outstanding or (2) the Other Members, collectively, hold in aggregate at least 10% of the Class A Units issued and outstanding; provided, further, that the Other Members shall only be entitled to designate an individual as an Other Members Director if such individual is not employed or affiliated with any of the Other Members or any of their respective Affiliates; (v) The Steerco Members holding a majority of the Class A Units held by the Steerco Members shall elect (by affirmative vote or by written consent) one (1) independent Director which at all times shall adhere to the Independence Standards (the “Independent Director”); provided, that each applicable Steerco Member shall only retain the right to participate in the election of the Independent Director to the extent such ▇▇▇▇▇▇▇ Member continues to own at least 50% of the Class A Units held by such Steerco Member as of the Effective Date; provided, further, that if, as of the Effective Date, the Independent Director has not yet been appointed, the Company shall provide updates to the Office of the Inspector General on the efforts to appoint an Independent Director from time to time. The Members exercising their rights granted pursuant to this Section 6.1(b) shall consider corporate governance best practices. (c) Each Director appointed pursuant to Section 6.1(b) may be removed from the Board of Directors, with or without cause, only by the Member or Members that appointed such Director and, in such cases, the applicable Member or Members may fill the vacancy on the Board of Directors created by such removal; provided, however, that if such Member(s) (together with their Affiliates and Approved Funds) cease to have the right to elect a Director pursuant to the applicable clause of Section 6.1(b), then (i) such Director appointed by such Member(s) will be automatically removed from the Board of Directors with no further action by such Member(s), and (ii) a new Director shall be appointed by (A) the remaining Designating Members holding a majority of the Class A Units held by the remaining Designating Members or (B), if there are no longer any Designating Members entitled to appoint a Director, the Members holding a Majority Class A Interest, to fill any vacancy on the Board of Directors created by the termination of such Member’s right to appoint a Director; provided, further, any subsequent CEO may be appointed by the Board of Directors and shall automatically be a Director with no further action by any Person. If the individual serving as the CEO ceases to be the CEO of the Company, such individual will be automatically removed from the Board of Directors with no further action by any Person. (d) The rights granted to each of the JPM Member, the SSP Member and Other Members pursuant to Section 6.1(b) will not be assignable, whether in whole or in part, in connection with a Transfer of Units. (e) Following the second anniversary of the Effective Date: (i) the Chief Executive Officer Board of Directors shall be entitled to change the size of the CompanyBoard of Directors; (ii) the Chief Operating Officer then serving CEO, as may be removed or appointed by the Board of Directors in accordance with Section 6.13, shall be a Director; provided, however, that if the individual serving as the CEO ceases to be the CEO of the Company, such individual will be automatically removed from the Board of Directors with no further action by any Person; (iii) on an annual basis, the Members holding a Majority Class A Interest shall elect (A) one Independent Director which shall at all times adhere to the Independence Standards and (1B) director appointed by the Chief Executive Officer of the Companysuch other Directors as they determine; (iv) one each Director (1other than the CEO) Round may be removed from the Board of Directors, with or without cause, by a Majority Class A Director;Interest and, subject to Section 6.1(e)(v), such vacancy created by a removal may be filled by the Majority Class A Interest; and (v) one (1) Round B Director; and (vi) one (1) Preferred Share Director (b) Each of the Founders and the Affiliate Investors shall take all actions available to it in its capacity as a shareholder of the Company, to take or cause to be taken all actions available to each that are necessary to maintain the composition of the Board of Directors as set forth in Section 10.1(a). (c) Only the Party who had the power to designate a director pursuant to Section 10.1(a) shall have the power to remove such director. Each of the Parties hereto agrees to take such action as is necessary to call a special meeting of the shareholders of the Company (or effect a written consent in lieu thereof) for the purpose of effecting any such removal, and at such meeting each such Party shall vote to accomplish said result. In the event that any director is removed or shall have resigned or become unable to serve, the Party who had the power to designate such director pursuant to Section 10.1(a) shall have the power to designate a person reasonably qualified to serve vacancies on the Board of Directors to fill such vacancy, whereupon each of the Parties hereto, or their successors and assigns, agree to take such action as is necessary to promptly elect such person to fill such vacancy (including, if necessary, calling a special meeting of the shareholders of the Company (or effect a written consent in lieu thereof) and voting all shares owned may be filled by the Parties hereto to accomplish such result). Except as provided above, no Party shall vote in favor of, or otherwise take any actions in respect of, the removal of any director who shall have been designated or nominated pursuant to Section 10.1(a). (d) The Board of Directors shall have a Chairman, and each of the Founders and the Affiliate Investors shall cause its designee directors(s) to support resolutions and actions by written consent of the Board of Directors that maintain or appoint to until the position of Chairman of the Board of Directors the Chief Executive Officer of the Company. (e) On all actions to be taken and matters to be decided by the Board of Directors, each director shall be entitled to cast one (1) vote, and subject to Section 10.3, the affirmative vote of the directors having a majority of the total voting power represented at a meeting at which a quorum is present shall constitute an act next annual election of the Board of Directors. In the case of an equality of votes, the Chairman, if any, or in the absence . (f) The compensation of the Chairman, a director designated Directors shall be determined by the Board of Directors to preside at a meeting of and may be altered by the Board of DirectorsDirectors from time to time; provided, however, that no Director shall have a second receive such compensation if such Director is also an employee of the Company or casting vote in addition any of its Subsidiaries; provided, further, that the Independent Director shall at all times adhere to any other vote such person may havethe Independence Standards.

Board of Directors. On or before the Closing: (ai) As Acquiror shall obtain a letter of resignation from Andrew J. Kacic as a member of i▇▇ ▇▇▇▇▇ ▇▇ ▇▇▇ectors, such resignation to be effective at 12:00 noon eastern standard time on the first Business Day after the Closing, (ii) Acquiror shall obtain letters of resignation from John W. Shaffer and Raymond J. B▇▇▇▇, ▇onsti▇▇▇▇▇▇ ▇▇▇ ▇▇ ▇▇e remaining members of Acquiror's board of directors on the date hereof, such resignations to be effective on such date and at such time as Tim Dean-Smith and Graham Norton-▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇ ▇ole discretion, and (iii) Acquiror shall take all necessary corporate action, including amending Acquiror's bylaws if necessary, to appoint Tim Dean-Smith and Graham Norton-▇▇▇▇▇▇▇ ▇▇ ▇▇rve ▇▇ ▇▇▇▇▇▇▇▇▇ ▇f Acquiror, such appointments to be effective immediately upon Closing. Acquiror shall supply MailKey with all information, and be solely responsible for such information, with respect to the officers and directors of Acquiror as they exist immediately prior to Closing to the extent MailKey may be wish to provide such information to Acquiror's shareholders pursuant to Section 14(f) of the Execution Date, Exchange Act and Rule 14f-1 promulgated thereunder in connection with any decision by MailKey to appoint new directors to the Board of Directors of Acquiror subsequent to Closing. Commencing upon Closing and continuing until the date and time Andrew J. Kacic's resignation fr▇▇ ▇▇▇▇▇▇▇▇'▇ ▇▇▇rd of directors becomes effective as provided in this Section 5.13, Acquiror shall consist of the following members: (i) the Chief Executive Officer of the Company; (ii) the Chief Operating Officer of the Company; (iii) one (1) director appointed by the Chief Executive Officer of the Company; (iv) one (1) Round A Director; (v) one (1) Round B Director; and (vi) one (1) Preferred Share Director (b) Each of the Founders and the Affiliate Investors shall not take all actions available to it in its capacity as a shareholder of the Companyany action, or fail to take or cause any action, that would be reasonably likely to be taken all actions available to each that are necessary to maintain the composition result in any of the Board of Directors as its representations and warranties set forth in Section 10.1(a). (c) Only this Agreement to become untrue in any material respect if such representations and warrants were made at the Party who had the power to designate a director pursuant to Section 10.1(a) shall have the power to remove such director. Each of the Parties hereto agrees to take time any such action as is necessary to call a special meeting of the shareholders of the Company (or effect a written consent in lieu thereof) for the purpose of effecting any such removal, and at such meeting each such Party shall vote to accomplish said result. In the event that any director is removed or shall have resigned or become unable to serve, the Party who had the power to designate such director pursuant to Section 10.1(a) shall have the power to designate a person reasonably qualified to serve on the Board of Directors to fill such vacancy, whereupon each of the Parties hereto, or their successors and assigns, agree to take such action as is necessary to promptly elect such person to fill such vacancy (including, if necessary, calling a special meeting of the shareholders of the Company (or effect a written consent in lieu thereof) and voting all shares owned by the Parties hereto to accomplish such result). Except as provided above, no Party shall vote in favor of, or otherwise take any actions in respect of, the removal of any director who shall have been designated or nominated pursuant to Section 10.1(a)taken. (d) The Board of Directors shall have a Chairman, and each of the Founders and the Affiliate Investors shall cause its designee directors(s) to support resolutions and actions by written consent of the Board of Directors that maintain or appoint to the position of Chairman of the Board of Directors the Chief Executive Officer of the Company. (e) On all actions to be taken and matters to be decided by the Board of Directors, each director shall be entitled to cast one (1) vote, and subject to Section 10.3, the affirmative vote of the directors having a majority of the total voting power represented at a meeting at which a quorum is present shall constitute an act of the Board of Directors. In the case of an equality of votes, the Chairman, if any, or in the absence of the Chairman, a director designated by the Board of Directors to preside at a meeting of the Board of Directors, shall have a second or casting vote in addition to any other vote such person may have.

Board of Directors. i) Board Composition: The Company shall have a minimum of 2 or 3 (a) As depending upon the category of the Execution Datecompany- Private or Public) and a maximum of 15 (fifteen) Directors, including the Nominee Directors (as defined hereinafter) on its Board in compliance with the provisions of Companies Act, 2013 and rules framed thereunder. ii) The Board shall comprise of at least 1 (One) director nominated by the Promoters and 1 (One) Nominee Director representing the Investor (“Investor Director") if the investor decides to appoint Nominee Director on the Board of Directors shall consist of the following members: (i) the Chief Executive Officer Director of the Company;. The Company and the Promoters shall appoint the nominee(s) of the Investor as Director(s) on the Board within 30 days of intimation of the nomination by the Investor. Any approval given by the Investor Director will be considered as approval of the investor. iii) The Investor shall also have the right to appoint 1 (iiOne) non- voting observer (“Observer”) to all meetings of the Chief Operating Officer Board or committees of the Board. The Investor shall also ▇▇▇▇ the right to replace and substitute any individual from time to time as the Observer. The Observer shall be invited to all meetings of the Board or committees of the Board, a copy of the notice sent to all Directors would be provided to the Observer at the same time and the Observer shall have the right to participate in all discussions and matters at the meeting of the Board or committees of the Board provided however that nothing in this Clause shall provide the Observer the right to, and the Observer shall not be entitled to, vote at any meetings of the Board or committees of the Board. iv) The Nominee Directors of the Investor shall not be subject to retirement by rotation. The Articles of Association of the Company shall contain suitable provisions in this behalf. In case a nominee of the Investor cannot be appointed as non-rotational director in accordance with the provisions of law, then such nominee may be appointed as rotational Director on the Board of the Company; (iii) one (1) director appointed by . In that event, the Chief Executive Officer Promoters shall exercise their voting rights to ensure election of the Company;Investors’ nominee on the Board of the Company in rotational category. (iv) one (1) Round A Director; (v) one (1) Round B Director; andAppointment of any new Managing Director and Executive / Whole Time Director of the Company shall be subject to the independent prior written approval of the Investor and shall be on the terms and conditions approved by it. (vi) one (1) Preferred Share Director (b) Each The Nominee Directors shall be entitled to receive all notices, agenda, material, etc. concerning the meetings and shall be entitled to attend all General meetings and Board meetings and meetings of the Founders and the Affiliate Investors shall take all actions available to it in its capacity as a shareholder of the Company, to take or cause to be taken all actions available to each that are necessary to maintain the composition any committees of the Board of Directors as set forth which they are members, take part in Section 10.1(a). (c) Only the Party who had the power discussion at such meetings, vote there-at and to designate a appoint an alternate director pursuant to Section 10.1(a) attend and vote instead. The Investor shall also have the power right to remove such director. Each of the Parties hereto agrees to take such action as is necessary to call a special meeting of the shareholders nominate one observer who may attend all Board and Shareholders’ meetings of the Company (or effect a written consent in lieu thereof) for provided that such observer shall not have the purpose of effecting right to vote at any such removal, and at such meeting each such Party shall vote to accomplish said result. In meeting. vii) The Board Meeting or a Meeting of the event that any director is removed or shall have resigned or become unable to serve, the Party who had the power to designate such director pursuant to Section 10.1(a) shall have the power to designate a person reasonably qualified to serve on the Board Committee of Directors of the Company shall be convened only after serving a notice together with agenda and relevant papers to fill such vacancy, whereupon each of the Parties hereto, or their successors and assigns, agree to take such action as is necessary to promptly elect such person to fill such vacancy (including, if necessary, calling a special meeting of the shareholders Directors of the Company in accordance with the provisions of the Act, at least ten (10) days before the date fixed for the meeting. No Board Meeting will be convened on a Saturday, Sunday or effect a National Holiday or on a notice less than ten (10) days, without the prior written consent in lieu thereofapproval of the Investor. viii) and voting all shares owned No quorum of a Board Meeting shall be deemed to be constituted unless at least one Nominee Director^ if appointed by the Parties hereto Investor, is present. If prior approval of Nominee director is taken to accomplish such result). Except as provided abovecarry on the meeting in his absence, no Party shall vote in favor of, or otherwise take any actions in respect of, then board meeting can carry forward after complying with the removal provisions of any director who shall have been designated or nominated pursuant to Section 10.1(a). (d) The Board of Directors shall have a Chairman, and each of the Founders and the Affiliate Investors shall cause its designee directors(s) to support resolutions and actions by written consent of the Board of Directors that maintain or appoint to the position of Chairman of the Board of Directors the Chief Executive Officer of the Company. (e) On all actions to be taken and matters to be decided by the Board of Directors, each director shall be entitled to cast one (1) vote, and subject to Section 10.3, the affirmative vote of the directors having a majority of the total voting power represented at a meeting at which a quorum is present shall constitute an act of the Board of Directors. In the case of an equality of votes, the Chairman, if any, or in the absence of the Chairman, a director designated by the Board of Directors to preside at a meeting of the Board of Directors, shall have a second or casting vote in addition to any other vote such person may have.clause

Board of Directors. (a) As For so long as this Agreement is in effect, each of the Execution DateStockholders shall vote all of the Voting Stock owned or held of record by such Stockholder so as to elect, and to continue in office, each of the directors of the Company designated by the Lead Stockholders. So long as the Stockholders are entitled to elect eight Class B directors pursuant to the Restated Certificate of Incorporation, the Board of Directors Apollo Stockholder shall consist have the right to designate four Class B directors of the following members: Company and the ▇▇▇ Stockholder shall have the right to designate four Class B directors of the Company. In the event that the number of Class B directors of the Company that the Stockholders are entitled to elect is reduced to below eight pursuant to Section V(D) of the Restated Certificate of Incorporation, (i) the Chief Executive Officer number of Class B directors that the Company; ▇▇▇ Stockholder shall be entitled to designate shall be equal to the ▇▇▇ Director Percentage divided by the Required Investor Director Percentage (rounded up or down to the nearest integer) and (ii) the Chief Operating Officer number of Class B directors that the Apollo Stockholder shall be entitled to designate shall be equal to the total number of Class B directors of the Company; (iiiCompany that the Stockholders are entitled to elect pursuant to Section V(D) one (1) director appointed by the Chief Executive Officer of the Company; (iv) one (1) Round A Director; (v) one (1) Round Restated Certificate of Incorporation minus the number of Class B Director; and (vi) one (1) Preferred Share Directordirectors that the ▇▇▇ Stockholder is entitled to designate pursuant to this Section 2.1(a). (b) Each If either of the Founders Lead Stockholders shall notify the other Stockholders of its desire to remove, with or without cause, any director of the Company previously designated by it, each Stockholder shall vote all of the shares of Voting Stock owned or held by such Stockholder and the Affiliate Investors shall take all other necessary actions available to it in its capacity as a shareholder cause the removal of the Company, any director designated by such Lead Stockholder pursuant to take or cause to be taken all actions available to each that are necessary to maintain the composition of the Board of Directors as set forth in Section 10.1(a2.1(a). (c) Only the Party who had the power to designate a director pursuant to Section 10.1(a) shall have the power to remove such director. Each of the Parties hereto agrees to take such action as is necessary to call a special meeting of the shareholders of the Company (or effect a written consent in lieu thereof) for the purpose of effecting any such removal, and at such meeting each such Party shall vote to accomplish said result. In the event that any director is removed or designee of either Lead Stockholder shall have resigned or become unable for any reason cease to serveserve as a member of the Board of Directors during his term of office, the Party who had the power to designate such director pursuant to Section 10.1(a) shall have the power to designate a person reasonably qualified to serve resulting vacancy on the Board of Directors to fill such vacancy, whereupon each of the Parties hereto, or their successors and assigns, agree to take such action as is necessary to promptly elect such person to fill such vacancy (including, if necessary, calling will be filled by a special meeting of the shareholders of the Company (or effect a written consent in lieu thereof) and voting all shares owned by the Parties hereto to accomplish such result). Except as provided above, no Party shall vote in favor of, or otherwise take any actions in respect of, the removal of any director who shall have been designated or nominated pursuant to Section 10.1(a). (d) The Board of Directors shall have a Chairman, and each of the Founders and the Affiliate Investors shall cause its designee directors(s) to support resolutions and actions by written consent of the Board of Directors that maintain or appoint to the position of Chairman of the Board of Directors the Chief Executive Officer of the Company. (e) On all actions to be taken and matters to be decided by the Board of Directors, each director shall be entitled to cast one (1) vote, and subject to Section 10.3, the affirmative vote of the directors having a majority of the total voting power represented at a meeting at which a quorum is present shall constitute an act of the Board of Directors. In the case of an equality of votes, the Chairman, if any, or in the absence of the Chairman, a director representative designated by the Board of Directors to preside at a meeting of the Board of Directors, shall have a second or casting vote in addition to any other vote such person may haveLead Stockholder.

Board of Directors. In any and all elections of directors of the Company (whether at a meeting or by written consent in lieu of a meeting), each Stockholder shall vote or cause to be voted all Shares (as defined in Section 2) owned by him or it, or over which he or it has voting control, and otherwise use his or its respective best efforts, so as to: (a) As fix the number of directors of the Execution DateCompany at ten (10); (b) elect the following persons as directors: (i) one person designated by Polaris Venture Partners IV, L.P. or an Affiliated Entity (as defined in Section 8.2) thereof (“Polaris”), who shall initially be ▇▇▇▇ ▇▇▇▇▇▇ (the “Polaris Director”); (ii) one person designated by Flagship Ventures Fund 2004, L.P. or an Affiliated Entity thereof (“Flagship”), who shall initially be ▇▇▇▇▇▇ ▇▇▇▇▇▇ (the “Flagship Director”); (iii) one person designated by ARCH Venture Fund VII, L.P. (“ARCH”) or an Affiliated Entity thereof (the “ARCH Director”), which seat shall initially be vacant; (iv) one person designated by DHK Investments, LLC (“DHK”), who may only be ▇▇▇▇▇ ▇. ▇▇▇▇ (“▇▇▇▇”); (v) two directors each designated by a majority of the Founders, who shall initially be ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇.; (vi) the person who shall serve from time to time as the chief executive officer of the Company, initially ▇▇▇▇▇ ▇▇▇▇▇▇; (vii) one person designated by RUSNANO, an open joint stock company organized and existing under the laws of the Russian Federation (“RUSNANO”), who must be either a member of RUSNANO’s executive board or an experienced global pharmaceutical executive with predefined qualification requirements consistent with those applied in relation to the other members of the Board of Directors and who shall initially be ▇▇▇▇▇ Udaltsov (the “RUSNANO Director”) and (viii) two persons not otherwise Affiliates of the Company and designated by a majority of the other directors (the “Outside Directors”), one of whom shall initially be ▇▇▇▇▇ ▇▇▇▇▇▇ Hutt, and the other of which seats shall initially be vacant; and (c) remove any director at the request of the party or parties entitled to designate such director. For avoidance of doubt, DHK shall not be obligated to designate ▇▇▇▇ for election as a director. For so long as DHK shall have a right hereunder to designate ▇▇▇▇ for election as a director, in the event that DHK shall not have so designated ▇▇▇▇ for election, the seat on the Board of Directors of the Company (the “Board of Directors”) that would otherwise be occupied by ▇▇▇▇ shall remain vacant, and neither the Company nor any Stockholder shall take any action to fill such vacancy without the written authorization of DHK. For avoidance of doubt, ARCH shall not be obligated to designate a director. For so long as ARCH shall have a right hereunder to designate a director, in the event that ARCH shall not have so designated any individual, the Board of Directors seat that would otherwise be occupied by an ARCH Director shall consist of remain vacant, and neither the following members: (i) the Chief Executive Officer of the Company; (ii) the Chief Operating Officer of the Company; (iii) one (1) director appointed by the Chief Executive Officer of the Company; (iv) one (1) Round A Director; (v) one (1) Round B Director; and (vi) one (1) Preferred Share Director (b) Each of the Founders and the Affiliate Investors Company nor any Stockholder shall take all actions available to it in its capacity as a shareholder of the Company, to take or cause to be taken all actions available to each that are necessary to maintain the composition of the Board of Directors as set forth in Section 10.1(a). (c) Only the Party who had the power to designate a director pursuant to Section 10.1(a) shall have the power to remove such director. Each of the Parties hereto agrees to take such any action as is necessary to call a special meeting of the shareholders of the Company (or effect a written consent in lieu thereof) for the purpose of effecting any such removal, and at such meeting each such Party shall vote to accomplish said result. In the event that any director is removed or shall have resigned or become unable to serve, the Party who had the power to designate such director pursuant to Section 10.1(a) shall have the power to designate a person reasonably qualified to serve on the Board of Directors to fill such vacancy, whereupon each of the Parties hereto, or their successors and assigns, agree to take such action as is necessary to promptly elect such person to fill such vacancy (including, if necessary, calling a special meeting without the written authorization of the shareholders of the Company (or effect a written consent in lieu thereof) and voting all shares owned by the Parties hereto to accomplish such result)ARCH. Except as provided above, no Party shall vote in favor of, or otherwise take any actions in respect of, the removal of any Each director who shall have been designated or nominated appointed pursuant to Section 10.1(a1.1(b)(i). (d, Section 1.1(b)(ii), Section 1.1(b)(iii), Section 1.1(b)(iv) The Board of Directors shall have a Chairman, and each of the Founders and the Affiliate Investors shall cause its designee directors(sor Section 1.1(b)(vii) to support resolutions and actions by written consent of the Board of Directors that maintain or appoint to the position of Chairman of the Board of Directors the Chief Executive Officer of the Company. (e) On all actions to be taken and matters to be decided by the Board of Directors, each director shall be entitled referred to cast one (1) vote, herein as a “Preferred Director” and subject to Section 10.3, collectively as the affirmative vote of the directors having a majority of the total voting power represented at a meeting at which a quorum is present shall constitute an act of the Board of “Preferred Directors. In the case of an equality of votes, the Chairman, if any, or in the absence of the Chairman, a director designated by the Board of Directors to preside at a meeting of the Board of Directors, shall have a second or casting vote in addition to any other vote such person may have.”

Board of Directors. 9.1 The JV Company shall have a board and the Company Establishment Date shall be considered as the date on which the Board is established. 9.2 The Board shall consist of five (a5) As directors, three (3) of whom shall be appointed by Party A and two (2) of whom shall be appointed by Party B. 9.3 Each director shall be appointed for a term of four (4) years; provided that, the Party which has appointed a director may remove that director and appoint a replacement at any time. A director may serve consecutive terms if reappointed by the Party that originally appointed him/her. 9.3.1 If a seat on the Board is vacated by the retirement, resignation, disability or death of a director or by the removal of such director by the Party which originally appointed him/her, the Party which originally appointed such director shall appoint a successor to serve out such director’s term. 9.3.2 At the time this Contract is signed and each time a director is appointed or replaced, each Party shall notify the other Party in writing of the Execution name of the appointee or replacement. 9.4 Party A shall designate a director to serve as the Chairperson of the Board. Party B shall designate a Vice Chairperson of the Board. The Chairperson of the Board shall be the legal representative of the JV Company, and shall have the authority delegated to him/her by the Board. The Chairperson shall act in accordance with the provisions of this Contract, those in the Articles of Association, and the applicable PRC laws and regulations. Whenever the Chairperson of the Board is unable to perform his/her responsibilities for any reason, he/she may designate the Vice Chairperson or another director to act as proxy for the Chairperson in his/her capacity as legal representative of the JV Company. 9.5 The JV Company shall indemnify each director against all claims and liabilities incurred by reason of his/her being a director of the JV Company, provided that the director’s acts or omissions giving rise to such claim or liability did not constitute intentional misconduct or gross negligence or a violation of criminal laws. 9.6 The first meeting of the Board shall be held in the PRC within thirty (30) days following the Company Establishment Date. Thereafter, the Board of Directors shall consist of the following members: hold at least two (i2) the Chief Executive Officer of the Company; (ii) the Chief Operating Officer of the Company; (iii) one (1) director appointed by the Chief Executive Officer of the Company; (iv) one (1) Round A Director; (v) one (1) Round B Director; and (vi) one (1) Preferred Share Director (b) Each of the Founders and the Affiliate Investors shall take all actions available to it regular meetings in its capacity as a shareholder of the Company, to take or cause to be taken all actions available to each that are necessary to maintain the composition calendar year. The Chairperson of the Board of Directors as set forth in Section 10.1(a). (c) Only has the Party who had the power right to designate a director pursuant to Section 10.1(a) shall have the power to remove such director. Each of the Parties hereto agrees to take such action as is necessary to call a special convene an interim meeting of the shareholders of the Company (or effect a written consent Board following notice to all directors in lieu thereof) for the purpose of effecting any such removalaccordance with Article 9.8, and at such meeting each such Party shall vote to accomplish said result. In the event that any director is removed or shall have resigned or become unable to serve, the Party who had the power to designate such director pursuant to Section 10.1(a) shall have the power to designate a person reasonably qualified to serve on the Board of Directors to fill such vacancy, whereupon each of the Parties hereto, or their successors and assigns, agree to take such action as is necessary to promptly elect such person to fill such vacancy (including, if necessary, calling a special convene an interim meeting of the shareholders Board upon request of at least two (2) directors to convene such a meeting. 9.7 Board meetings shall be held at the registered address of the JV Company (or effect a written consent in lieu thereof) and voting all shares owned such other place as may be agreed to by the Parties hereto to accomplish Chairperson of the Board. Meetings may also be held by telephone or other electronic audio or video means such result)that everyone can hear each other at all times. Except as provided above, no Party Participation by a director or his/her proxy in a meeting held by such means shall vote constitute presence of such director or his proxy in favor of, or otherwise take any actions in respect of, the removal of any director who shall have been designated or nominated pursuant to Section 10.1(a)person at a meeting. (d) The 9.8 A written notice of convocation of a Board of Directors shall have a Chairmanmeeting, that is in both English and each of Chinese and includes the Founders time, place, date and the Affiliate Investors shall cause its designee directors(s) to support resolutions and actions by written consent agenda of the Board of Directors that maintain or appoint meeting, shall be distributed to the position of Chairman all directors of the Board at least thirty (30) calendar days in advance of Directors that meeting. For that meeting, the Chief Executive Officer Chairperson shall prepare a draft of the Companyagenda, and shall distribute the written agenda to each director at least seven (7) calendar days prior to the meeting. 9.9 Four (e4) On all actions to be taken and matters to be decided directors present in person or by the Board of Directors, each director proxy shall be entitled to cast one (1) vote, and subject to Section 10.3, the affirmative vote of the directors having a majority of the total voting power represented at a meeting at which constitute a quorum is present shall constitute an act of the Board of Directors. In the case of an equality of votes, the Chairman, if any, or in the absence of the Chairman, a director designated by the Board of Directors to preside at a meeting for all meetings of the Board of Directors, and no meeting shall be held and no resolution shall be adopted unless a quorum is present. 9.10 If, at any properly convened meeting, no quorum is constituted because less than four (4) directors are present in person or by proxy, then the Chairperson of the Board shall convene another meeting (the “Second-Convened Meeting”) as soon as practical (but not later than thirty (30) days thereafter) by giving seven (7) days’ notice to each director. In the event that there are directors who fail to attend that Second-Convened Meeting in person or by proxy, then those directors who are present at that meeting in person or by proxy shall be deemed to constitute a quorum. 9.11 If a director is unable to attend a Board meeting, he/she may issue a proxy in writing and entrust another director, the General Manager or the CFO as his/her representative to attend the meeting on his/her behalf. The representative so entrusted shall have the same rights and powers as the director who entrusted him/her. One representative who is a second director may represent more than one other director by proxy. The Parties shall ensure that their appointed directors attend each Board meeting, either in person or casting vote by proxy. A director may also attend the meeting by telephone or video conference, provided that, he/she can hear and be heard by all other directors at the meeting. 9.12 When the General Manager is not a director, he/she may attend Board meetings only upon the request of the Board and in addition a non-voting capacity. If a matter concerning the appointment, dismissal, performance or remuneration of the General Manager who is also a director is to be discussed by the Board, then, at the request of any other director, the General Manager shall leave that Board meeting during which the discussion of such matter and any vote corresponding to it occurs. 9.13 The Board will cause complete and accurate minutes to be kept of all Board meetings in writing and in English and Chinese. 9.13.1 Unless otherwise required under applicable laws and regulations, minutes of all meetings of the Board shall be signed by the directors present at the relevant meeting, and then be distributed to all the directors as soon as practicable after each meeting but not later than thirty (30) days from the date of such meeting. 9.13.2 The JV Company shall maintain a file of all Board meeting minutes and make the same freely available to the Parties and their authorized representatives. 9.14 The Board shall decide all matters of major importance to the JV Company, including, but not limited to, the following matters: (a) amendment of the Articles of Association; (b) merger of the JV Company with another organization; (c) termination or dissolution of the JV Company or the suspension of its operations; (d) increase or assignment of the JV Company’s registered capital; (e) investment by the JV Company in other companies and establishment of branches; (f) addition or elimination of any JV Product; (g) profit distribution plans, plans for making up losses, and the amount of allocations to the Three Funds; (h) approval of the JV Company’s annual and long-term business plans; (i) appointment, dismissal, salary and other compensation benefits of the General Manager, Deputy General Manager and Chief Financial Officer; (j) employee salary and welfare system of the JV Company; (k) decisions on matters relating to the liquidation work in accordance with Article 18 of this Contract and relevant laws and regulations; and (l) any other matters referred to the Board that, pursuant to relevant laws and regulations requires a resolution by the Board. 9.15 The adoption of resolutions concerning the following matters shall require the unanimous assent of all the directors who are present, in person may have.or by proxy, at a duly convened meeting of the Board: (a) amendment of the Articles of Association; (b) merger, acquisition of equity interests in another entity, consolidation of the JV Company with another organization, division of the JV Company; (c) termination or dissolution of the JV Company or the suspension of its operations; (d) increase, decrease or transfer of the JV Company’s registered capital; (e) execution or termination by the JV Company of any material partnership or joint venture contract whereby the agreed amount of equity investment by the JV Company is more than four million United States Dollars (US$4,000,000); (f) profit distribution plans, designation of the external annual auditors of the JV Company for annual auditing; (g) approval of annual budget, mid and long term business plans; (h) approval of the liquidation plan in accordance with Article 18.11 of this Contract; (i) any change of any significant accounting principles and practices, subject to the applicable PRC laws and regulations; (j) enter into any contract or other arrangement with a Party, a member of the Board or an Affiliate or any other Third Party entering into an agreement with JV Company on behalf of any Party, whereby a single transaction or a series of related transactions within a twelve (12) months’ period exceeds a contract value of aggregate two million United States Dollars (US$ 2,000,000), unless such contract or other arrangement is entered into pursuant to an existing agreement or contract approved by the Board, an item expressly approved by the Board in an annual budget of the JV Company or any Board resolutions; (k) issue of any debenture or the creation of any mortgage, charge, lien, encumbrance or other Third Party security interest over any of the JV Company’s material fixed assets or sell, convey, transfer, lease or otherwise dispose of, or grant an option or other right to purchase, lease or otherwise acquire (whether in one transfer or a series of related transfers) all or a material part of the JV Company’s fixed assets or the giving by the JV Company of any guarantee or indemnity to or becoming surety for any Third Party, provided that in all cases a single transaction or a series of related transactions within a twelve (12) months’ period exceeds a transaction value of aggregate five million United States Dollars (US$ 5,000,000); (1) any borrowing in excess of five million United States Dollars (US$ 5,000,000);

Board of Directors. (a) As 1. The governing board of the Execution DateConsortium, responsible for management, control and administration of the Consortium and the Medical Plan(s), shall be referred to as the "Board of Directors shall consist of Directors" (the following members: (i) the Chief Executive Officer of the Company; (ii) the Chief Operating Officer of the Company; (iii) one (1) director appointed by the Chief Executive Officer of the Company; (iv) one (1) Round A Director; (v) one (1) Round B Director; and (vi) one (1) Preferred Share Director (b) Each of the Founders and the Affiliate Investors shall take all actions available to it in its capacity as a shareholder of the Company, to take or cause to be taken all actions available to each that are necessary to maintain the composition "Board"). The voting members of the Board shall be composed of one representative of each Participant and representatives of the Joint Committee on Plan Structure and Design (as set forth in Section C(11)), who shall have the authority to vote on any official action taken by the Board (each a "Director"). Each Director, except the representatives of the Joint Committee on Plan Structure and Design, shall be designated in writing by the governing body of the Participant. 2. If a Director designated by a Participant cannot fulfill his/her obligations, for any reason, as set forth herein, and the Participant desires to designate a new Director, it must notify the Consortium's Chairperson in writing of it’s selection of a new designee to represent the Participant as a Director. 3. Directors shall receive no remuneration from the Consortium for their service and shall serve a term from January 1 through December 31 (the "Plan Year"). 4. No Director may represent more than one Participant. 5. No Director, or any member of a Director's immediate family, shall be an owner, officer, director, partner, or employee of any contractor or agency retained by the Consortium, including any third-party contract administrator. 6. Except as otherwise provided in Section D of the Agreement, each Director shall be entitled to one vote. A majority of the entire Board, not simply those present, is required for the Board to take any official action, unless otherwise specified in this Agreement. The “entire Board”, as used herein and elsewhere in this Agreement, shall mean the total number of Directors when there are no vacancies. While physical presence is strongly encouraged, Directors who cannot be physically present at any meeting may attend remotely utilizing videoconferencing that allows for real time audio and visual participation and voting in the meeting upon confirmation that communication is with all participants as it progresses. 7. Each Participant may designate in writing an alternate Director to attend the Board's meeting when its Director cannot attend. The alternate Director may participate in the discussions at the Board meeting and will, if so designated in writing by the Participant, be authorized to exercise the Participant’s voting authority. Only alternate Directors with voting authority shall be counted toward a quorum. The Joint Committee on Plan Structure and Design may designate alternate Directors as set forth in Section 10.1(aC(11). (c) Only the Party who had the power to designate a director pursuant to Section 10.1(a) shall have the power to remove such director8. Each A majority of the Parties hereto agrees Directors of the Board shall constitute a quorum. A quorum is a simple majority (more than half) of the entire Board. A quorum is required for the Board to take conduct any business. This quorum requirement is independent of the voting requirements set forth in Section C(6). The Board shall meet on an annual basis, at a time and place within the State of New York determined by a vote of the Board. The Board shall hold an annual meeting (the “Annual Meeting”) in September of each Plan Year. 9. Special meetings of the Board may be called at any time by the Chairperson or by any two (2) Directors. Whenever practicable, the person or persons calling such action special meeting shall give at least a three (3) day notice to all of the other Directors. Such notice shall set forth the time and place of the special meeting as well as a detailed agenda of the matters proposed to be acted upon. In the event the three (3) day notice cannot be given, each Director shall be given such notice as is necessary to call a special meeting of practicable under the shareholders of the Company (or effect a written consent in lieu thereof) for the purpose of effecting any such removal, and at such meeting each such Party shall vote to accomplish said resultcircumstances. 10. In the event that a special meeting is impractical due to the nature and/or urgency of any director action which, in the opinion of the Chairperson, is removed necessary or shall have resigned or become unable advisable to servebe taken on behalf of the Consortium, the Party who had Chairperson may send resolutions regarding said actions via electronic communication to each and all of the power Directors. The Directors may then electronically communicate their approval or disapproval of said resolution via signed document to designate the Chairperson. In accordance with NY Business Corporation Law Section 708(b), unanimous consent is required for the Chairperson to act on behalf of the Board in reliance upon such director approvals. Any actions taken by the Chairperson pursuant to this paragraph shall be ratified at the next scheduled meeting of the Board. 11. The Chair of the Joint Committee on Plan Structure and Design and any At-Large Labor Representatives (as defined in Section 10.1(aK) (collectively the “Labor Representatives”) shall serve as Directors and shall have the power to same rights and obligations as all other Directors. The Joint Committee on Plan Structure and Design may designate a person reasonably qualified to serve on the Board of in writing alternate Directors to fill such vacancy, whereupon each of attend the Parties hereto, or their successors and assigns, agree to take such action as is necessary to promptly elect such person to fill such vacancy (includingBoard’s meetings when the Labor Representatives cannot attend. The alternate Director may, if necessarydesignated in writing, calling a special meeting of be authorized to exercise the shareholders of the Company (or effect a written consent in lieu thereof) and Labor Representatives’ voting all shares owned by the Parties hereto to accomplish such result). Except as provided above, no Party shall vote in favor of, or otherwise take any actions in respect of, the removal of any director who shall have been designated or nominated pursuant to Section 10.1(a)authority. (d) The Board of Directors shall have a Chairman, and each of the Founders and the Affiliate Investors shall cause its designee directors(s) to support resolutions and actions by written consent of the Board of Directors that maintain or appoint to the position of Chairman of the Board of Directors the Chief Executive Officer of the Company. (e) On all actions to be taken and matters to be decided by the Board of Directors, each director shall be entitled to cast one (1) vote, and subject to Section 10.3, the affirmative vote of the directors having a majority of the total voting power represented at a meeting at which a quorum is present shall constitute an act of the Board of Directors. In the case of an equality of votes, the Chairman, if any, or in the absence of the Chairman, a director designated by the Board of Directors to preside at a meeting of the Board of Directors, shall have a second or casting vote in addition to any other vote such person may have.

Board of Directors. (a) As of the Execution Date, the The Board of Directors shall consist be established in accordance with Section 715.78(A) of the Revised Code. If there are businesses located and persons working within the area or areas to be included in the District, the Board shall be composed of the following members: (i) the Chief Executive Officer of the Company; (ii) the Chief Operating Officer of the Company; (iiia) one (1) director member representing the municipalities, to be appointed by the Chief Executive Officer Mayor with the approval of the CompanyCouncil on a rotating basis with Germantown making the first appointment and Farmersville making the appointment upon expiration of the first term; (iv) one (1) Round A Director; (v) one (1) Round B Director; and (vi) one (1) Preferred Share Director (b) Each one member representing the Townships, to be appointed by the Township Trustees on a rotating basis with German making the first appointment and ▇▇▇▇▇▇▇ making the appointment upon expiration of the Founders and first term; (c) one member representing the Affiliate Investors shall take all actions available to it owners of businesses located in its capacity as a shareholder of the CompanyDistrict, to take or cause to be taken all actions available to each that are necessary to maintain appointed by the composition Valley View Board of Education for so long as the Board of Directors Education is the only business located in the District and thereafter shall be appointed (i) by the Township Trustees of ▇▇▇▇▇▇▇ for the initial such appointment and for each alternate succeeding appointment thereafter and (ii) by the Township Trustees of German for the second such appointment and for each alternate succeeding appointment thereafter; (d) one member representing the persons working within the District, to be appointed by the Superintendent of the Valley View Local School District for as long as the School District is the only employer located within the District and thereafter shall be appointed (i) by the Mayor with the approval of Village Council for the initial appointment and for each alternate succeeding appointment thereafter and (ii) by the Mayor with approval of City Council for the second such appointment and for each alternate succeeding appointment thereafter; (e) one member selected by the above-described other members. If there are no businesses located or persons working within the area or areas to be included in the District, the Board shall be composed of the members as set forth in Section 10.1(a(a). , (b) and (e) above. If the Board is originally composed of the members as set forth in (a), (b) and (e) above and, subsequently, one or more businesses are located, or persons begin working, in the District, the Board shall be increased to five members by the appointment of the members as set forth in (c) Only and (d) above in accordance with the Party who had procedure for such appointment as set forth above. The terms of service of each member shall be established in accordance with Section 715.72(P) of the power to designate a director pursuant to Section 10.1(a) Revised Code. The members of the Board shall have serve without compensation as such members. Necessary and authorized expenses incurred by members on behalf of the power to remove such directorDistrict shall be reimbursed from District funds in accordance with procedures established by the Board. Each member shall attend all meetings unless excused by action of the Parties hereto agrees other members. A member who is absent without being excused from three consecutive meetings shall be deemed to take such action have resigned as is necessary to call a special meeting member of the shareholders of the Company (or effect a written consent in lieu thereof) for the purpose of effecting any such removal, and at such meeting each such Party shall vote to accomplish said resultBoard. In the event that of the death, disqualification, removal or resignation of any director is removed or member of the Board, a new member shall have resigned or become unable to serve, be appointed in the Party who had the power to designate such director pursuant to Section 10.1(a) shall have the power to designate a person reasonably qualified same manner as set forth above to serve on as successor for the Board unexpired term of Directors to fill such vacancy, whereupon each of the Parties hereto, or their successors and assigns, agree to take such action as is necessary to promptly elect such person to fill such vacancy (including, if necessary, calling a special meeting of the shareholders of the Company (or effect a written consent in lieu thereof) and voting all shares owned by the Parties hereto to accomplish such result)member. Except as provided above, no Party shall vote in favor of, or otherwise take any actions in respect of, the removal of any director who shall have been designated or nominated pursuant to Section 10.1(a). (d) The Board of Directors shall have a Chairman, and each of the Founders and the Affiliate Investors shall cause its designee directors(s) to support resolutions and actions by written consent A member of the Board may be removed by the appointing party for “cause,” which shall mean: willfully failing to perform a duty expressly imposed by this Contract or by law with respect to his or her office; or willfully performing any act forbidden by law with respect to his or her office; or failing to achieve the faithful, efficient and intelligent administration of Directors that maintain his or appoint her duties of office as required by this Contract or by law; or engaging in conduct unbecoming to such office. Removal shall be effective upon receipt of written notice of removal and the position of Chairman reasons therefore by the Board member being removed. The Chairperson of the Board of Directors shall be the Chief Executive Officer Board member as provided in Section 715.72(P) of the Company. Revised Code. The Board shall elect the following officers (ewho along with the Chairperson shall constitute the Officers of the Board) On all actions to be taken from among its members: a Vice Chairperson, a Secretary and matters to be decided by a Treasurer. The Officers (except the Board of Directors, each director Chairperson) shall be entitled to cast one (1) vote, and subject to Section 10.3, elected at the affirmative vote of the directors having a majority of the total voting power represented at a meeting at which a quorum is present shall constitute an act of the Board of Directors. In the case of an equality of votes, the Chairman, if any, or in the absence of the Chairman, a director designated by the Board of Directors to preside at a first meeting of the Board of Directors, and thereafter every year for a one-year term and shall have serve until their respective successors take office. The Board shall establish a second or casting vote in addition procedure for conducting those elections. The Officers shall perform such duties as provided herein and such additional duties as may be provided from time to any other vote such person may havetime by the Board.

Board of Directors. (a) As From and after the Effective Time, the Electrum Parties, acting through the Electrum Representative, shall have the right, but not the obligation, to nominate (i) a number of the Execution Date, individuals for election to the Board of Directors shall consist that is one fewer than a majority of the Board of Directors following members: (i) all nominations pursuant to this Section 3.01 so long as the Chief Executive Officer Electrum Parties Beneficially Own in the aggregate a number of Company Shares equal to at least 35% of the Company; then outstanding Company Shares and (ii) one individual to the Chief Operating Officer Board of Directors so long as the Electrum Parties Beneficially Own in the aggregate a number of Company Shares equal to (x) less than 35% of the Company; then outstanding Company Shares and (iiiy) one at least 5% of the then outstanding Company Shares. If the Electrum Parties Beneficially Own in the aggregate a number of Company Shares equal to less than 5% of the then outstanding Company Shares, the Electrum Parties shall not have the right pursuant to this Section 3.01(a) to nominate any individuals to be elected to the Board of Directors. In the event that the Electrum Representative has not nominated the number of individuals that the Electrum Parties are entitled to nominate pursuant to this Section 3.01(a), the Electrum Parties, acting through the Electrum Representative, shall have the right, at any time, to nominate the number of additional individuals which they are entitled to nominate pursuant to this Section 3.01(a), in which case the Stockholders shall take, or cause to be taken, all Necessary Action to (1A) director appointed increase the size of the Board of Directors as required to enable the election of such additional individuals and (B) elect such additional individuals nominated by the Chief Executive Officer of the Company; (iv) one (1) Round A Director; (v) one (1) Round B Director; and (vi) one (1) Preferred Share DirectorElectrum Parties to such newly created directorships. (b) Each of the Founders Stockholders, individually and not jointly, agrees with the Company (and only with the Company), and the Affiliate Investors shall take all actions available to it in its capacity as a shareholder Company agrees with each of the CompanyStockholders, individually and not jointly, to take all Necessary Action within its control to cause the Board of Directors to be constituted as set forth in this Section 3.01 (including electing or removing individuals nominated pursuant to Section 3.01(a) and filling any vacancies created by reason of death, disability, retirement, removal or resignation of an individual nominated by the Electrum Representative with a new individual nominated by such Person) and to cast all votes to which such Stockholder is entitled in respect of its Company Shares, whether at any annual or special meeting, so as to cause to be taken elected to the Board of Directors the persons nominated pursuant to this Section 3.01. The Company agrees with each of the Stockholders, individually and not jointly, to use its best efforts to include in the slate of nominees recommended by the Board of Directors those individuals nominated pursuant to this Section 3.01, and to use its best efforts to cause the election of each such individual to the Board of Directors, including nominating such individuals to be elected as Directors. (c) The Company shall reimburse each Director nominated pursuant to Section 3.01(a) for all actions available to each that are necessary to maintain the composition reasonable out-of-pocket expenses incurred in connection with their attendance at meetings of the Board of Directors as set forth in Section 10.1(a). (c) Only the Party who had the power to designate a director pursuant to Section 10.1(a) shall have the power to remove such director. Each of the Parties hereto agrees to take such action as is necessary to call a special meeting of the shareholders of the Company (or effect a written consent in lieu and any committees thereof) for the purpose of effecting any such removal, and at such meeting each such Party shall vote to accomplish said result. In the event that any director is removed or shall have resigned or become unable to serve, the Party who had the power to designate such director pursuant to Section 10.1(a) shall have the power to designate a person reasonably qualified to serve on the Board of Directors to fill such vacancy, whereupon each of the Parties hereto, or their successors and assigns, agree to take such action as is necessary to promptly elect such person to fill such vacancy (including, if necessary, calling a special meeting of the shareholders of the Company (or effect a written consent in lieu thereof) and voting all shares owned by the Parties hereto to accomplish such result). Except as provided above, no Party shall vote in favor of, or otherwise take any actions in respect of, the removal of any director who shall have been designated or nominated pursuant to Section 10.1(a). (d) The To the extent that the number of Directors that the Electrum Representative is entitled to nominate pursuant to this Section 3.01 is reduced, the Electrum Representative shall, upon the Company’s request in writing, cause the required number of Directors to promptly resign from the Board of Directors and any vacancies resulting from such resignation shall have be filled by the Board of Directors in accordance with the Governing Documents and SEC rules and applicable listing standards then in effect. (e) Notwithstanding anything to the contrary in this Section 3.01(e), in the event that the Board of Directors determines in good faith, after consultation with outside legal counsel, that its nomination, election or appointment of a Chairman, and each particular nominee pursuant to this Section 3.01 would constitute a breach of its fiduciary duties to the Company’s stockholders or does not otherwise comply with any requirements of the Founders Company’s Governing Documents and corporate governance guidelines, or the Affiliate Investors shall cause its designee directors(s) to support resolutions and actions by written consent charter or related guidelines of any committee of the Board of Directors that maintain or appoint to the position of Chairman of the Board of Directors the Chief Executive Officer of the Company. (e) On all actions to be taken and matters to be decided by the Board of Directors, each director shall be entitled to cast one (1) vote, and subject to Section 10.3, the affirmative vote of the directors having a majority of the total voting power represented at a meeting at which a quorum is present shall constitute an act of the Board of Directors. In the case of an equality of votes, the Chairman, if any, or in the absence of the Chairman, a director designated by the Board of Directors to preside at a meeting responsible for nominating members of the Board of Directors, then the Board of Directors shall have a second inform the Electrum Representative of such determination in writing and explain in reasonable detail the basis for such determination and the Electrum Representative shall designate another individual for nomination, election or casting vote appointment to the Board of Directors (subject in addition each case to any other vote this Section 3.01(e)), and the Board of Directors and the Company shall take all of the actions required by this Section 3.01 with respect to the election or appointment of such person may havesubstitute nominee.

Board of Directors. (a) As Subject to the terms and conditions of this Agreement, from and after the Execution DateEffective Time and until a Termination Event shall have occurred, the Stockholder shall have the right to designate one person in the aggregate to be nominated for election to the Board (the “Nominee”) by giving written notice to the Company in accordance with the Company’s Bylaws, but in no event later than sixty (60) days prior to the deadline for receipt of Directors shall consist a stockholder proposal to be eligible for inclusion in the Company’s proxy statement pursuant to Rule 14a-8 under the Securities Exchange Act of the following members: (i) the Chief Executive Officer 1934, with respect to any meeting of the Company; (ii) ’s stockholders at which directors are to be elected, which notice shall include all information regarding the Chief Operating Officer Nominee that is required by applicable law, the Company’s Bylaws, the rules and regulations of the Company; (iii) one (1) director appointed by Securities and Exchange Commission and the Chief Executive Officer listing standards of any national securities exchange on which the Common Stock is listed, provided however, that, before the Nominee will be included in the Board’s slate of nominees submitted to the stockholders for election as members of the Company; (iv) one (1) Round A Director; (v) one (1) Round B Director; and (vi) one (1) Preferred Share DirectorBoard at the next meeting of stockholders called with respect to such election, the Nominating and Corporate Governance Committee of the Board must consent to his/her nomination, such consent not to be unreasonably withheld. (b) Each For a period of thirty (30) days from the date of receipt of the Founders Stockholder’s nomination pursuant to Section 1(a) hereof (the “Initial Review Period”), the Stockholder will (i) provide such additional information about the Nominee as reasonably requested by the Nominating and the Affiliate Investors shall take all actions available to it in its capacity as a shareholder of the Company, to take or cause to be taken all actions available to each that are necessary to maintain the composition Governance Committee of the Board and (ii) cause the Nominee to be available for interviews and discussions with the Nominating and Corporate Governance Committee of Directors as set forth in Section 10.1(a)the Board. (c) Only If the Party who had Nominating and Governance Committee consents to the power nomination of the Nominee by the end of the Initial Review Period, the Company shall take all actions reasonably necessary to designate a director ensure that: (i) the Nominee is included in the Board’s slate of nominees submitted to the stockholders for election as directors at the next meeting of stockholders called with respect to such election, and at every adjournment or postponement thereof (the “Next Election”); and (ii) the Nominee is included in the proxy statement prepared by management of the Company in connection with soliciting proxies for the Next Election. (d) If the Nominating and Governance Committee does not provide its consent pursuant to Section 10.1(a1(a) hereof, then the Stockholder shall have the power right to remove such director. Each designate an alternative person to be nominated for election by the Board (the “Alternate Nominee”) by giving written notice to the Company in accordance with the Company’s Bylaws, but in no event later than fifteen (15) days after the expiration of the Parties hereto agrees Initial Review Period, which notice shall include all information regarding the Alternate Nominee that is required by applicable law, the Company’s Bylaws, the rules and regulations of the Securities and Exchange Commission and the listing standards of any national securities exchange on which the Common Stock is listed. (e) For a period of fifteen (15) days from the date of receipt of the Stockholder’s written notice proposing an Alternate Nominee pursuant to Section 1(d) hereof (the “Second Review Period”), the Stockholder will (i) provide such additional information about the Alternate Nominee as reasonably requested by the Nominating and Governance Committee of the Board and (ii) cause the Alternate Nominee to be available for interviews and discussions with the Nominating and Governance Committee of the Board. (f) If the Nominating and Governance Committee consents to the nomination of the Alternate Nominee by the end of the Second Review Period, the Company shall take such action as is all actions reasonably necessary to call a special meeting ensure that: (i) the Alternate Nominee is included in the Board’s slate of nominees submitted to the shareholders stockholders for election as directors at the Next Election; and (ii) the Alternate Nominee is included in the proxy statement prepared by management of the Company (or effect a written consent in lieu thereof) connection with soliciting proxies for the purpose Next Election. (g) The Company shall work in good faith with the Stockholder to identify and pre-clear Nominees and Alternate Nominees, as the case may be, in advance of effecting any deadlines contained in Sections 1(b) and 1(e) hereof and take such removalother actions as reasonably requested by the Stockholder to assist the Stockholder in submitting Nominees or Alternate Nominees, and at such meeting each such Party shall vote as the case may be, that will obtain the requisite consent required under Section 1(a) hereof. (h) Notwithstanding anything to accomplish said result. In the event that any director is removed or shall have resigned or become unable to servecontrary contained herein, the Party who had rights of the power Stockholder under this Agreement shall terminate automatically as soon as the Stockholder, together with its Affiliates, ceases to Beneficially Own at least one-half of the Number of Shares of Common Stock (a “Termination Event”). The Stockholder shall notify the Company within three Business Days after the occurrence of a Termination Event. At the time of nomination, a Nominee or Alternate Nominee, as applicable, shall execute and deliver a resignation letter that shall be irrevocable upon election of such Nominee or Alternate Nominee as a member of the Board and shall be effective automatically upon the occurrence of a Termination Event. (i) Prior to a Termination Event, if a vacancy occurs because of the death, disability, disqualification, resignation or removal of a Nominee or Alternate Nominee, as the case may be, as a member of the Board, the Company shall provide notice of such vacancy to the Stockholder within five (5) Business Days of such vacancy. The Stockholder shall be entitled to designate such director pursuant person’s successor by giving written notice to Section 10.1(athe Company within thirty (30) shall have days of the power date the Stockholder receives notification of the vacancy from the Company (the “Initial Vacancy Review Period”), such notice to designate a person reasonably qualified the Company to serve include all information regarding such proposed successor that is required by applicable law, the Company’s Bylaws, the rules and regulations of the Securities and Exchange Commission and the listing standards of any national securities exchange on which the Board of Directors Common Stock is listed, provided however, that, before such successor will be appointed to fill such vacancy, whereupon each the Nominating and Corporate Governance Committee of the Parties heretoBoard must consent to his/her appointment, such consent not to be unreasonably withheld. Any successor that is appointed to fill a vacancy pursuant to this Section 1(i) shall have the right to serve until the next meeting of the stockholders of the Company at which directors are elected, or their successors until his/her successor is elected and assignsduly qualified. If the Nominating and Governance Committee does not provide its consent within the Initial Vacancy Review Period, agree then the Stockholder shall have the right to take such action as is necessary to promptly elect such designate an alternative person to fill such the vacancy (includingthe “Alternative Vacancy Nominee”) by giving written notice to the Company in accordance with the Company’s Bylaws, if necessarybut in no event later than fifteen (15) days after the expiration of the Initial Vacancy Review Period, calling which notice shall include all information regarding the Alternate Nominee that is required by applicable law, the Company’s Bylaws, the rules and regulations of the Securities and Exchange Commission and the listing standards of any national securities exchange on which the Common Stock is listed. If the Nominating and Governance Committee does not provide its consent to the Alternative Vacancy Nominee within thirty (30) days of receipt of his/her designation from the Stockholder, then the Nominating and Governance Committee shall have the right to appoint a special director to fill the vacancy, provided however, that so long as a Termination Event has not occurred prior to the next meeting of the shareholders stockholders of the Company (or effect a written consent in lieu thereof) and voting all shares owned by the Parties hereto to accomplish such result). Except as provided above, no Party shall vote in favor of, or otherwise take any actions in respect ofat which directors are elected, the removal of any director who Stockholder shall have been designated to right to designate the person to be nominated for election to the Board to fill the vacant Board seat subject of this Section 1(i) at such meeting in accordance with Sections 1(a) through (f) hereof and subject to the limitations therein. (j) The Nominee or nominated pursuant Alternate Nominee, as applicable, shall be entitled to Section 10.1(aall rights and privileges as a member of the Board as other similarly situated members of the Board for their service to the Company (e.g., out-of-pocket expenses for attending meetings, compensation for service to the Company). (dk) The Board of Directors shall have a ChairmanNotwithstanding anything to the contrary contained herein, and each for the avoidance of doubt, the Stockholder shall only have the right to nominate or designate one person at a time to serve as a member of the Founders Board, and in no event will the Affiliate Investors shall cause its designee directors(s) Company or the Board be obligated to support resolutions and actions nominate or designate a person to the Board that, upon such person’s election by written consent the stockholders of the Board of Directors that maintain Company or appoint to appointment by the position of Chairman Board, would result in more than one nominee or designee of the Board of Directors the Chief Executive Officer Stockholder serving as a member of the CompanyBoard. (el) On all actions Notwithstanding anything herein to the contrary, the Company shall not be obligated to cause to be taken and matters nominated for election to be decided by the Board or recommend to the stockholders the election of Directorsany person (i) who fails to submit to the Company on a timely basis such questionnaires as the Company may reasonably require of its directors generally and such other information as the Company may reasonably request in connection with the preparation of its filings under the federal securities laws; or (ii) the nomination of whom the Board or the Nominating and Governance Committee determines in good faith, each director shall be entitled to cast one after consultation with outside legal counsel, would constitute a breach of its fiduciary duties or applicable law or violate the Company’s Certificate of Incorporation; provided, however, that upon the occurrence of either (1i) vote, and subject to Section 10.3or (ii) above, the affirmative vote Company shall promptly notify the Stockholder of the directors having a majority occurrence of such event and permit the total voting power represented applicable Stockholder to provide an alternate person in accordance with the applicable provisions hereof (Section 1(d) for Nominees or Alternate Nominees for election at a meeting at which a quorum is present stockholder meetings and Section 1(i) with respect to the filling of vacancies on the Board) and the Company shall constitute an act of use commercially reasonable efforts to perform its obligations hereunder with respect to such alternate person, provided however, that, notwithstanding anything to the Board of Directors. In contrary contained herein, in no event shall the case of an equality of votesCompany be obligated to postpone, the Chairman, if any, reschedule or in the absence of the Chairman, a director designated by the Board of Directors to preside at a delay any scheduled meeting of the stockholders with respect to such election of any person nominated to the Board pursuant to the provisions of Directors, shall have a second or casting vote in addition to any other vote such person may havethis Agreement.

Board of Directors. (a) As Upon request of the Execution DateInvestor, in accordance with the terms of this Agreement, the Company Board has determined to invite the Investor to, and the Investor shall have the right (until such right is terminated in accordance with the terms of Directors shall consist this Agreement) to, designate a representative of the Investor for appointment to the Company Board (the “Investor Representative”), subject to the following members: procedures and conditions: Until the termination of the Designation Right pursuant to Section 5.2(c), the Investor shall have the right to designate an Investor Representative, which right shall include the right to request that the Investor Representative resign from the position and to designate a replacement Investor Representative upon any resignation, retirement or other removal of any Investor Representative (i) such right, the Chief Executive Officer “Designation Right”). Upon the resignation, retirement or other removal of any Investor Representative, the Company Board shall promptly appoint the replacement Investor Representative to the Company Board. Each Investor Representative must satisfy any regulatory requirements applicable to directors or director nominees to the Company Board and shall be subject to all policies applicable to directors of the Company; , including the Company’s [Corporate Governance Guidelines](1). In connection with each proposed Investor Representative to the Company Board, the Investor shall provide such information with respect to such designee as may be required by applicable Law or regulation or otherwise reasonably requested by the Company. Each Investor Representative and each replacement Investor Representative must be reasonably acceptable to the Company and the Company Board as the obligation of the Company Board to appoint or nominate any such individual shall, with respect to each such individual, be subject to compliance by each director with such director’s duties. Prior to termination of the Designation Right pursuant to Section 5.2(c) and subject to the requirements of this Section 5.2(a), if an Investor Representative is appointed to the Company Board pursuant to this Section 5.2(a), the Company shall include such Investor Representative (iior designated replacement Investor Representative in accordance with this Section 5.2) as a nominee to the Chief Operating Officer Company Board on the slate of nominees recommended by the Company Board at the next annual or other meeting where directors are to be elected by shareholders of the Company; (iii) one (1) . Prior to termination of the Designation Right pursuant to Section 5.2(c), the Company shall use the same efforts to have the Investor Representative elected as a director appointed of the Company by the Chief Executive Officer stockholders of the Company; (iv) one (1) Round A Director; (v) one (1) Round B Director; and (vi) one (1) Preferred Share DirectorCompany and shall solicit proxies for the Investor Representative to the same extent as it does for any other nominees recommended by the Company Board. Prior to appointment or election to the Company Board, each Investor Representative shall provide a written letter of resignation, effective upon and conditioned on the occurrence of a termination of the Designation Right pursuant to Section 5.2(c). (b) Each The Investor Representative shall have the same rights and responsibilities as other members of the Founders Company Board, including the same access as other members of the Company Board to management with respect to matters relating to the operation, financial and all other policies of the Company (and the Affiliate Investors shall take all actions available ability to it participate in its capacity the processes by which those policies are made) and the same rights as a shareholder other members of the Company, Company Board to take or cause to be taken all actions available to each that are necessary to maintain the composition attend committee meetings of the Company Board. The Investor Representative shall be provided with (1) To conform as necessary. copies of all notices, minutes, consents and other materials provided to all other members of the Company Board of Directors as set forth in Section 10.1(a)concurrently to when such materials are provided to such other members. (c) Only The Company may terminate the Party who had Designation Right by written notice to the power Investor within thirty (30) Business Days (subject to designate the proviso in sub-clause (vi)) after: (i) the Investor and the Company agree in writing to terminate the Designation Right, (ii) the Designation Right or the exercise thereof by the Investor or participation by the Investor Representative on the Company Board is prohibited by applicable Law or pursuant to an Order by a director Governmental Authority with competent jurisdiction over the Company or Investor, (iii) the Investor commits a material breach of this Agreement, which material breach is not cured within thirty (30) calendar days after the Investor’s receipt of a written notice in respect thereof from the Company, (iv) the Investor fails to maintain the level of Invested Assets, or fails to maintain the level of Seed Capital Investments, in each case as contemplated by, and in accordance with Section 6.1(a) and Section 6.1(c), which failure is, in each case, not cured within twenty (20) calendar days following written notice by the Company, it being understood that in no event shall the aggregate cure period granted with respect to all failures to maintain such funding levels and schedules pursuant to this clause (iv) exceed forty (40) calendar days in any calendar quarter (for the avoidance of doubt, the temporary redemption or repatriation of funds by the Investor in accordance with Section 6.1(f) shall not be deemed to be a material failure to maintain the required investment levels unless such funds are not reinvested in accordance with Section 6.1(f)), (v) the Investor has delivered a written notice pursuant to Section 10.1(a6.1(h) shall have of its intention not to comply with the power to remove such director. Each Invested Asset and/or Seed Capital Investment funding and maintenance requirements of Section 6.1(a) and Section 6.1(c), or (vi) if at any time the Investor Beneficially Owns less than the Applicable Percentage of the Parties hereto agrees to take such action as is necessary to call issued and outstanding Company Common Stock (provided, that in the case of a special meeting termination of the shareholders Designation Right pursuant this sub-clause (vi), if at such time the Investor has the right to terminate this Agreement pursuant to Section 8.1(k), then the Company may not exercise its right to terminate the Designation Right until ninety (90) calendar days following the event described in this sub-clause (vi), at which time, if the event shall be continuing, then the Company shall be permitted to deliver notice of termination hereunder). Failure to give the notice referred to in the preceding sentence shall constitute a waiver of the Company’s right to terminate the Designation Right in connection with the applicable event. Prior to any termination of the Designation Right pursuant to sub-clauses (ii) — (vi), a Senior Executive of the Company (or effect a written consent in lieu thereof) for the purpose of effecting any shall discuss such removal, and at such meeting each such Party shall vote to accomplish said result. In the event that any director is removed or shall have resigned or become unable to serve, the Party who had the power to designate such director pursuant to Section 10.1(a) shall have the power to designate a person reasonably qualified to serve on the Board of Directors to fill such vacancy, whereupon each termination of the Parties hereto, or their successors and assigns, agree to take such action as is necessary to promptly elect such person to fill such vacancy (including, if necessary, calling Designation Right with a special meeting Senior Executive of the shareholders of Investor and consider in good faith whether there are available alternatives or remedies to avoid terminating the Company (or effect a written consent in lieu thereof) and voting all shares owned by the Parties hereto to accomplish such result). Except as provided above, no Party shall vote in favor of, or otherwise take any actions in respect of, the removal of any director who shall have been designated or nominated pursuant to Section 10.1(a)Designation Right. (d) The Board Designation Right shall automatically terminate ten (10) Business Days following written notice from the Company to the Investor that a Change of Directors shall have Control has occurred; provided, however, that if the Designation Right would not otherwise terminate pursuant to this Section 5.2(d) in connection with such Change of Control, then the Investor may, within ten (10) Business Days following its receipt of such notice of a ChairmanChange of Control, elect in writing to continue the Designation Right, and each the Designation Right shall not be terminated following such Change of Control. If the Founders Investor elects, pursuant to this Section 5.2(d), to continue the Designation Right following a Change of Control, then no Standstill Fall-Away Date shall be deemed to have occurred as a result of such Change of Control, and the Affiliate Investors Standstill Restrictions shall cause its designee directors(s) continue to support resolutions and actions by apply until a subsequent Standstill Fall-Away Date. The Company shall give written consent of the Board of Directors that maintain or appoint notice to the position Investor that a Change of Chairman of the Board of Directors the Chief Executive Officer of the CompanyControl has occurred within five (5) Business Days following such occurrence. (e) On all actions and from the date of this Agreement until the earlier of Closing or the termination of the Merger Agreement in accordance with its terms, the Investor shall have no Designation Rights in relation to be taken ▇▇▇▇▇▇▇▇▇. On and matters from Closing, the Investor shall have no Designation Rights in relation to be decided by JCG and, as provided in this Section 5.2, the Board Investor shall have Designation Rights in relation to ▇▇▇▇▇▇▇▇▇. Effective as of Directorsthe Closing, each director the Investor Representative shall be entitled appointed to cast one (1) vote, and subject to Section 10.3, the affirmative vote of the directors having a majority of the total voting power represented at a meeting at which a quorum is present shall constitute an act of the Board of Directors. In the case of an equality of votes, the Chairman, if any, or in the absence of the Chairman, a director designated by the Board of Directors to preside at a meeting of the Board of Directors, shall have a second or casting vote in addition to any other vote such person may haveCompany Board.

Board of Directors. (a) As From and after the effective date of the Execution DateMerger and until the provisions of this Section 1 cease to be effective, the Board each holder of Directors Shareholder Shares shall consist vote all of their Shareholder Shares and any other voting securities of the following membersCompany over which such Shareholder has voting control and shall take all other necessary or desirable actions within its control (including, without limitation, attendance at meetings in person or by proxy for purposes of obtaining a quorum and execution of written consents in lieu of meetings), and the Company shall take all necessary and desirable actions within its control (including, without limitation, calling special board and stockholder meetings), so that: (i) the Chief Executive Officer authorized number of directors on the Company's board of directors (the "Board") shall be established at such number as Investment Corp. shall determine from time to time (provided that the authorized number of directors on the Board shall not be reduced below the amount necessary to allow for the designations provided for pursuant to clauses (ii), (iii), (iv) and (v) below)); (ii) the Chief Operating Officer following persons shall be elected to the Board: (A) such representatives as are designated by holders of a majority of the CompanyInvestment Corp. Shares from time to time (the "Investment Corp. Directors"), who shall initially be ▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇. Tamer and ▇▇▇▇ ▇. ▇▇▇▇▇▇; and (B) ▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ (the "Management Directors"); (iii) one (1) director appointed by the Chief Executive Officer removal from the Board of any Investment Corp. Director shall be only upon the Companywritten request of Investment Corp.; (iv) one (1the removal from the Board of any Management Director, other than as set forth in Section 1(a)(v) Round A Directorhereof, shall be only upon the written request of the majority of the Management Directors other than the Director to be removed; (v) one in the event that any Management Director ceases to be an employee of the Company and its Subsidiaries, he shall be removed as a director promptly after his employment ceases; provided, however, that such Management Director shall retain his directorship if both (1a) Round B such Management Director was terminated without Cause (as such term is defined in such Management Director's Employment Agreement) or resigned with Good Reason (as such term is defined in such Management Director's Employment Agreement), and (b) such Management Director continues to hold five (5) percent or more of the Company's Common Stock; and (vi) one in the event that any Investment Corp. Director or Management Director designated hereunder for any reason ceases to serve as a member of the Board during his term of office, the resulting vacancy on the Board shall be filled by a representative designated by holders of a majority of the Investment Corp. Shares, or by holders of a majority of the Management Investor Shares, respectively; provided, however, that if a Management Director ceases to serve as a member of the Board because he was terminated with Cause (1as such term is defined in such Management Director's Employment Agreement) Preferred Share or resigned without Good Reason (as such term is defined in such Management Director's Employment Agreement), then the resulting vacancy on the Board shall be filled by holders of a majority of the Investment Corp. Shares. (b) Each of the Founders The Company shall pay all reasonable out-of-pocket expenses incurred by each director in connection with attending regular and the Affiliate Investors shall take all actions available to it in its capacity as a shareholder of the Company, to take or cause to be taken all actions available to each that are necessary to maintain the composition special meetings of the Board of Directors as set forth in Section 10.1(a)and any committee thereof. (c) Only the Party who had the power If any party fails to designate a director representative to fill a directorship pursuant to the terms of this Section 10.1(a) shall have the power to remove such director. Each of the Parties hereto agrees to take such action as is necessary to call a special meeting of the shareholders of the Company (or effect a written consent in lieu thereof) for the purpose of effecting any such removal, and at such meeting each such Party shall vote to accomplish said result. In the event that any director is removed or shall have resigned or become unable to serve1, the Party who had the power to designate such director pursuant to Section 10.1(a) shall have the power to designate election of a person reasonably qualified to serve on the Board of Directors to fill such vacancy, whereupon each of the Parties hereto, or their successors and assigns, agree to take such action as is necessary to promptly elect such person to fill such vacancy (including, if necessary, calling a special meeting of the shareholders of the Company (or effect a written consent directorship shall be accomplished in lieu thereof) and voting all shares owned by the Parties hereto to accomplish such result). Except as provided above, no Party shall vote in favor of, or otherwise take any actions in respect of, the removal of any director who shall have been designated or nominated pursuant to Section 10.1(a). (d) The Board of Directors shall have a Chairman, and each of the Founders and the Affiliate Investors shall cause its designee directors(s) to support resolutions and actions by written consent of the Board of Directors that maintain or appoint to the position of Chairman of the Board of Directors the Chief Executive Officer of accordance with the Company's bylaws and applicable law. (e) On all actions to be taken and matters to be decided by the Board of Directors, each director shall be entitled to cast one (1) vote, and subject to Section 10.3, the affirmative vote of the directors having a majority of the total voting power represented at a meeting at which a quorum is present shall constitute an act of the Board of Directors. In the case of an equality of votes, the Chairman, if any, or in the absence of the Chairman, a director designated by the Board of Directors to preside at a meeting of the Board of Directors, shall have a second or casting vote in addition to any other vote such person may have.

Board of Directors. (a) As From and after the date hereof and until the provisions of this Section 1 cease to be effective, each Stockholder will vote such Shares over which such Person has voting control, and will take all other necessary or desirable actions within his or its control and consistent with legal duty (whether in his capacity as a Stockholder, director, member of a Board committee or officer of the Execution DateCompany or otherwise), and the Board of Directors shall consist of the following membersCompany will take all necessary and desirable actions within its control and consistent with legal duty, in order to cause: (i) the Chief Executive Officer Board to include a number of members designated from time to time by the Board, but to include not less than seven (7) members or more than eleven (11) members, with: (A) two (2) members elected by the holders of a majority of the CompanySeries F Preferred (the “Preferred Directors”); (B) any designees of new investors to the Board (but not more than the maximum number of directors permitted by the Certificate of Incorporation, taking into account the Preferred Directors required by the foregoing provisions of this subsection (i)) required by New Investor Contracts; and (C) subject to compliance with the foregoing provisions of this subsection (i), the remaining members elected by the holders of a majority of the Common Shares and Preferred Shares, voting together as a single class. (ii) the Chief Operating Officer any committee of the CompanyBoard to be created only upon the approval of a majority of the members of the Board; provided, however, that no member of any such committee will vote on any matter in which such member has a direct financial interest; (iii) one (1the Board in accordance with Section 1(a)(ii) director appointed by the Chief Executive Officer above to create compensation and audit committees of the CompanyBoard and to cause one of the Preferred Directors to be on each of such committees, at the option of the Preferred Directors; (iv) one the removal from the Board (1with or without cause) Round A Director;of any member to the Board, (A) upon the written request of the Persons entitled to designate such member under Section 1(a)(i) above, or (B) in the event that eighty percent (80%) in number of the other members of the Board determine in good faith that such member of the Board has engaged in intentional misconduct or activities that would cause his continuation on the Board to have a substantial adverse effect on the Company’s reputation, under no other circumstances whatsoever; and (v) one in the event that any director designated hereunder for any reason ceases to serve as a member of the Board during such designee’s term of office, the resulting vacancy on the Board to be filled by a director designated as provided in (1i) Round B Director; and (viabove by the Persons entitled to designate such director under Section 1(a)(i) one (1) Preferred Share Directorabove. None of the foregoing approvals may be unreasonably withheld or delayed. (b) Each of The Company will pay the Founders reasonable out-of-pocket expenses actually incurred by each director in connection with attending formal and the Affiliate Investors shall take all actions available to it in its capacity as a shareholder of the Company, to take or cause to be taken all actions available to each that are necessary to maintain the composition informal meetings of the Board of Directors as set forth and any committee thereof and in Section 10.1(a)connection with any projects assigned to such director by the Board and any committee thereof. (c) Only The right of the Party who had the power holders of Preferred Shares to designate a director to the Board pursuant to this Section 10.1(a1 will terminate with respect to such series of Preferred Shares when the aggregate number of outstanding Preferred Shares comprise less than five percent (5%) shall have the power to remove such director. Each of the Parties hereto agrees to take such action as is necessary to call a special meeting of the shareholders of the Company (or effect a written consent in lieu thereof) for the purpose of effecting any such removal, and at such meeting each such Party shall vote to accomplish said result. In the event that any director is removed or shall have resigned or become unable to serve, the Party who had the power to designate such director pursuant to Section 10.1(a) shall have the power to designate a person reasonably qualified to serve all outstanding Shares on the Board of Directors to fill such vacancy, whereupon each of the Parties hereto, or their successors and assigns, agree to take such action as is necessary to promptly elect such person to fill such vacancy (including, if necessary, calling a special meeting of the shareholders of the Company (or effect a written consent in lieu thereof) and voting all shares owned by the Parties hereto to accomplish such result). Except as provided above, no Party shall vote in favor of, or otherwise take any actions in respect of, the removal of any director who shall have been designated or nominated pursuant to Section 10.1(a)an As-Converted Basis. (d) The Board Notwithstanding the foregoing, the provisions of Directors shall have this Section 1 will terminate automatically and be of no further force and effect upon the consummation of a Chairman, and each of the Founders and the Affiliate Investors shall cause its designee directors(s) to support resolutions and actions by written consent of the Board of Directors that maintain or appoint to the position of Chairman of the Board of Directors the Chief Executive Officer of the CompanyQualified Public Offering. (e) On all actions Notwithstanding anything to be taken and matters to be decided by the Board of Directors, each director shall be entitled to cast one (1) vote, and subject to contrary in this Section 10.3, 1 or the affirmative vote Bylaws of the directors having a majority Company, in the event that the number of the total voting power represented at a meeting at which a quorum is present shall constitute an act members of the Board is increased or any member of Directors. In the case Board that is not a Preferred Director is removed or resigns from the Board, then upon a vote of an equality seventy percent (70%) of votesthe remaining members of the Board, the Chairman, if any, or in Board shall have the absence right to appoint a replacement member of the Chairman, a director designated by Board who shall serve until the Board of Directors to preside at a next meeting of the Board of Directors, shall have a second or casting vote in addition to any other vote such person may haveCompany’s stockholders at which directors are elected.

Board of Directors. (a) As 7.1 The Company or a member of the Execution DateGroup shall reimburse and pay to each Director any travelling, hotel or other out-of-pocket expenses which the Board Director may reasonably incur in the performance of Directors his duties), which shall consist be payable in arrears periodically upon demand, but no more than once per calendar month. 7.2 The Company or a member of the following members: (i) the Chief Executive Officer of the Company; (ii) the Chief Operating Officer of the Company; (iii) one (1) director appointed by the Chief Executive Officer of the Company; (iv) one (1) Round A Director; (v) one (1) Round B Director; and (vi) one (1) Preferred Share Director (b) Each of the Founders and the Affiliate Investors Group shall take all actions available to it out and maintain in its capacity as a shareholder of the Companyforce, to take or cause to be taken all actions available to each that are necessary to maintain the composition of the Board of Directors as set forth in Section 10.1(a). (c) Only the Party who had the power to designate a director pursuant to Section 10.1(a) shall have the power to remove such director. Each of the Parties hereto agrees to take such action as is necessary to call a special meeting of the shareholders of the Company (or effect a written consent in lieu thereof) for the purpose duration of effecting any such removaltheir appointment, and at such meeting each such Party shall vote to accomplish said result. In the event that any director is removed or shall have resigned or become unable to serve, the Party who had the power to designate such director pursuant to Section 10.1(a) shall have the power to designate a person reasonably qualified to serve policy of insurance for Directors serving on the Board of Directors in relation to fill directors’ liabilities, covering such vacancy, whereupon each of matters and on such terms and conditions as the Lion Parties hereto, or their successors and assigns, agree to take such action as is necessary to promptly elect such person to fill such vacancy (including, if necessary, calling a special meeting of the shareholders of the Company (or effect a written consent in lieu thereof) and voting all shares owned by the Parties hereto to accomplish such result). Except as provided above, no Party shall vote in favor of, or otherwise take any actions in respect of, the removal of any director who shall have been designated or nominated pursuant to Section 10.1(a)reasonably require. (d) The Board of Directors shall have a Chairman, and each of the Founders and the Affiliate Investors shall cause its designee directors(s) to support resolutions and actions by written consent of the Board of Directors that maintain or appoint to the position of Chairman of the Board of Directors the Chief Executive Officer of the Company. (e) On all actions to be taken and matters to be decided by the Board of Directors, each director 7.3 Each Director shall be entitled to cast one (1) voteappoint any other Director to be his proxy in accordance with applicable provisions of the law of the Cayman Islands and a Director or any such proxy shall not be required to hold any share qualification, and shall not be subject to Section 10.3retirement by rotation and shall not be removed except by the Shareholder appointing them. 7.4 Each Director and any proxy appointed pursuant to Clause 7.3 shall be entitled to disclose to any Shareholder appointing him such information concerning the Group and its business as he thinks fit to the extent that such disclosure would not violate any contractual, the affirmative vote fiduciary or other obligation. 7.5 All matters to be determined at meetings of the directors having Board and any committees thereof shall be determined by a majority of the total voting power represented at a meeting at which a quorum is present shall constitute an act votes cast. 7.6 Each Director of the Board of Directors. In Company and any committee thereof shall be entitled to one vote and, in the case of an equality of votes, no Person, including without limitation the Chairman, if any, or in the absence Chairman of the Chairman, a director designated by the Board of Directors to preside at a meeting of the Board of DirectorsBoard, shall have a second or casting vote. 7.7 Any meeting of the Board or any committee thereof may consist of a conference call between Directors, some or all of whom are in different places provided that each Director who participates in the meeting is able: 7.7.1 to hear each of the other participating Directors addressing the meeting; and 7.7.2 if he so wishes, to address each of the other participating Directors simultaneously, whether directly, by conference telephone or by any other form of communication equipment or by a combination of such methods. A meeting held in this way shall be deemed to take place at the place where the largest group of Directors is assembled or, if no such group is readily identifiable, at the place from where the Chairman of the meeting participates at the start of the meeting. 7.8 A resolution or other consent executed or approved in writing by all of the Directors who would have been entitled to vote thereon had the same been proposed at a meeting of the relevant Board which such Directors had attended shall be as valid and effective for all purposes as a resolution passed at a meeting of a Board duly convened and held and may consist of several documents in the like form, each signed by one or more of the Directors. 7.9 The Company will procure that Clauses 7.1 to 7.8 shall apply, mutatis mutandis, to the operation of the Operating Board. 7.10 The Parties agree that: 7.10.1 a meeting of the Board shall be convened and held at least once every 12 months; 7.10.2 a meeting of the Operating Board shall be convened and held at least once every three months; 7.10.3 all significant matters relating to the management and operations and business of the Group shall be discussed at meetings of and/or decided by the Operating Board; 7.10.4 unless otherwise agreed between all the Directors, there shall be given to each of the Directors of the Company and the members of the Operating Board not less than five Business Days’ prior written notice of any meeting of the Board of the Company and of the Operating Board, as the case may be, and every such notice shall be accompanied by a written agenda specifying the business of such meeting and copies of all papers that shall be relevant for such meeting; 7.10.5 in addition to any other directors and observers which Cayman 5 may be otherwise entitled to appoint to the Board or Operating Board from time to time, for so long as Cayman 5 is entitled to appoint any Director, Cayman 5 shall be entitled to appoint one representative from each of UFG Private Equity and ▇▇▇▇▇▇▇ ▇▇▇▇▇ ESSG to be an observer, entitled to attend (but not vote such person may haveat) all meetings of the Operating Board and to receive all materials relating to meetings of the Operating Board.

Board of Directors. (a) As of The Parent Board shall take such action as may be necessary to cause at the Execution Date, the Board of Directors shall consist of the following membersEffective Time: (i) the Chief Executive Officer number of directors comprising the Companyfull Parent Board to be 16 persons; (ii) of the Chief Operating Officer of directors comprising the Parent Board, nine (9) to be designated by Parent and seven (7) to be designated by the Company; (iii) one (1) director appointed by ▇▇. ▇▇▇▇▇ ▇▇▇▇▇ to be the Chief Executive Officer non-executive Chairman of the Company;Parent Board; and (iv) one (1) Round A Director; (v) one (1) Round B Director; and (vi) one (1) Preferred Share Director (b) Each the Parent By-Laws to be amended as provided in Exhibit B. Other than ▇▇. ▇▇▇▇▇▇, all directors designated pursuant to this Section 6.14 shall meet the independence standards of the Founders and the Affiliate Investors shall take all actions available to it in its capacity as a shareholder listing standards of the CompanyNYSE. Notwithstanding the foregoing, if, prior to take the Effective Time, any of such designees shall decline or cause to be taken all actions available to each that are necessary to maintain the composition of the Board of Directors as set forth in Section 10.1(a). (c) Only the Party who had the power to designate a director pursuant to Section 10.1(a) shall have the power to remove such director. Each of the Parties hereto agrees to take such action as is necessary to call a special meeting of the shareholders of the Company (or effect a written consent in lieu thereof) for the purpose of effecting any such removal, and at such meeting each such Party shall vote to accomplish said result. In the event that any director is removed or shall have resigned or become unable to serve, the Party who had the power to respective party which designated such person shall designate such director pursuant to Section 10.1(a) shall have the power to designate a another person reasonably qualified to serve on the in such person’s stead. The Parent Board of Directors to fill such vacancy, whereupon each of the Parties hereto, or their successors and assigns, agree to shall take such action as is may be necessary to promptly elect such person cause there to fill such vacancy (including, if necessary, calling a special meeting be an Executive Committee of the shareholders Parent Board at the Effective Time consisting of four directors, with Parent and the Company (or effect a written consent in lieu thereof) each designating one director to such committee and voting all shares owned by the Parties hereto to accomplish such result). Except as provided above, no Party shall vote in favor of, or otherwise take any actions in respect of, the removal of any director who shall have been designated or nominated pursuant to Section 10.1(a). (d) The Board of Directors shall have a Chairman, and each of the Founders and the Affiliate Investors shall cause its designee directors(s) to support resolutions and actions by written consent of the Board of Directors that maintain or appoint to the position of Chairman of the Board of Directors the Chief Executive Officer and non-executive Chairman of the Company. (e) On all actions Parent Board comprising the other two members of such committee. The Parent Board shall also take such action as may be necessary to cause the Audit Committee, the Compensation Committee, the Governance Committee and the Financial Committee of the Parent Board at the Effective Time each to be taken comprised directors selected by Parent and matters the Company respectively in approximately a nine to be decided by seven ratio (the ratio of directors on the Parent Board set forth in Section 6.14(a)(ii) above). For example, for a committee of Directorsthree directors, each director Parent shall be entitled to cast one (1) vote, and subject to Section 10.3, the affirmative vote select two of the initial directors having and the Company shall select one; for a majority committee of four directors, Parent shall select two of the total voting power represented at initial directors and the Company shall select two; and for a meeting at which a quorum is present committee of five directors, Parent shall constitute an act select three of the Board of Directors. In initial directors and the case of an equality of votes, the Chairman, if any, or in the absence of the Chairman, a director designated by the Board of Directors to preside at a meeting of the Board of Directors, Company shall have a second or casting vote in addition to any other vote such person may haveselect two.

Board of Directors. (a) As of The Shareholders hereby agree that at all times after the Execution Datedate hereof, the Board of Directors of the Company shall consist of eight (8) members. Promptly after the following membersdate hereof, the Shareholders shall take all Necessary Actions to elect or appoint, or to cause the Board of Directors to approve and appoint, the designees described below to be the initial members of the Company’s Board of Directors: (i) two (2) individuals designated by Onex (the Chief Executive Officer of the Company“Onex Directors”), which Onex Directors initially shall be ▇▇▇▇▇ ▇▇▇▇▇▇ and ▇▇▇▇▇ ▇▇▇▇▇▇; (ii) three (3) individuals designated by GSCP Parallel (the Chief Operating Officer of the Company;“GSCP Directors”), which GSCP Directors initially shall be ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇ and ▇▇▇ ▇▇▇▇▇▇; and (iii) one (1) director appointed individual designated by GSCP, with advance reasonable notice to Onex, who shall be a U.S. citizen eligible to be issued a DoD personnel security clearance at the Chief Executive Officer level of the Company;’s DoD facility security clearance and who is a member of the management of the Company and/or its Subsidiaries (the “Management Director”), which Management Director initially shall be ▇▇▇▇▇ ▇▇▇▇▇▇▇▇; provided, however, in the event that the Management Director at any time ceases to be employed by the Company or its Subsidiaries for any reason, then the Shareholders shall promptly take all Necessary Actions to cause the resignation or removal of such Management Director and cause the Board of Directors to approve and appoint an individual designated by GSCP, with advance reasonable notice to Onex, then employed by the Company or its Subsidiaries. (iv) one two (12) Round A Director; individuals mutually designated by GSCP and Onex who (vx) one have had no prior involvement with Onex and/or its Affiliates, (1y) Round B Director; and are not employees of The ▇▇▇▇▇▇▇ ▇▇▇▇▇ Group, Inc. or any of its Subsidiaries and (viz) one (1) Preferred Share Directorwho are U.S. resident citizens eligible to be issued DoD personnel security clearances at the level of the Company’s DoD facility security clearance and are approved by the DoD, to serve as Outside Directors on the Company’s Board of Directors. (b) Each The Chairman of the Founders and Board must be a U.S. citizen who is eligible to be issued a DoD personnel security clearance at the Affiliate Investors shall take all actions available to it in its capacity as a shareholder level of the Company, ’s facility security clearance. An Onex Director cannot be appointed to take or cause to be taken all actions available to each that are necessary to maintain the composition serve as Chairman of the Board of Directors as set forth in Section 10.1(a)Board. (c) Only the Party who had the power to designate a director pursuant to Section 10.1(a) shall have the power to remove such director. Each The Onex Directors, in their capacity as Directors of the Parties hereto agrees to take such action as is necessary to call a special meeting of the shareholders of Company, shall not have DoD personnel security clearances through the Company (or effect a written consent the Subsidiaries, regardless of citizenship. The Onex Directors shall not have access to classified information and export-controlled information entrusted to the Company or the Subsidiaries except as permissible under the National Industrial Security Program and other applicable U.S. laws and regulations; shall refrain from taking any action to control or influence the Company or the Subsidiaries’ classified contracts, their participation in lieu thereof) for the purpose of effecting any such removal, and at such meeting each such Party shall vote to accomplish said result. In the event that any director is removed or shall have resigned or become unable to serve, the Party who had the power to designate such director pursuant to Section 10.1(a) shall have the power to designate a person reasonably qualified to serve on the Board of Directors to fill such vacancy, whereupon each of the Parties heretoclassified programs, or their successors corporate policies concerning the security of classified and assigns, agree export controlled information; neither seek nor accept classified or export controlled information entrusted to take such action the Company or the Subsidiaries except as is necessary to permissible under the National Industrial Security Program and other applicable U.S. laws and regulations; and advise the GSC promptly elect such person to fill such vacancy upon becoming aware of (including, if necessary, calling a special meeting i) any violation or attempted violation of the shareholders of the Company (SCA or effect a written consent in lieu thereof) and voting all shares owned by the Parties hereto to accomplish such result). Except as provided above, no Party shall vote in favor ofcontract provisions regarding industrial security or export controls, or otherwise take any (ii) actions in respect of, inconsistent with the removal of any director who shall have been designated or nominated pursuant to Section 10.1(a). (d) The Board of Directors shall have a Chairman, National Industrial Security Program and each of the Founders and the Affiliate Investors shall cause its designee directors(s) to support resolutions and actions by written consent of the Board of Directors that maintain or appoint to the position of Chairman of the Board of Directors the Chief Executive Officer of the Company. (e) On all actions to be taken and matters to be decided by the Board of Directors, each director shall be entitled to cast one (1) vote, and subject to Section 10.3, the affirmative vote of the directors having a majority of the total voting power represented at a meeting at which a quorum is present shall constitute an act of the Board of Directors. In the case of an equality of votes, the Chairman, if any, or in the absence of the Chairman, a director designated by the Board of Directors to preside at a meeting of the Board of Directors, shall have a second or casting vote in addition to any other vote such person may have.applicable U.S. laws and

Board of Directors. (a) As Subject to the terms and conditions of this Agreement (including, in each case, the Execution requirements and limitations set forth in this Section 1), from and after the Effective Date, until the Board of Directors shall consist of first day on which the following members:Investor Ownership Threshold is no longer satisfied (such day, the “Fall Away Date”): (i) the Chief Executive Officer Investor shall have the right, but not the obligation, to designate one Person to be nominated for each election of members to the CompanyBoard (a “Nominee”) by giving written notice to the Company on or before the time such information is reasonably requested by the Board or the Nominating & Corporate Governance Committee (the “Governance Committee”) for inclusion in a proxy statement for a meeting of stockholders, together with all information about the Nominee as shall be reasonably requested by the Board or the Governance Committee in order to make the determination referred to in Section 1(d), each of which request by the Board or the Governance Committee, as applicable, must be made no later than the date that is thirty (30) days prior to the filing of such proxy statement; provided, however, the initial Nominee shall be appointed as set forth in Section 1(b); (ii) the Chief Operating Officer Company shall, to the fullest extent permitted by applicable Law and subject to the Investor’s compliance with this Section 1, (A) take such actions as may be necessary and desirable to ensure that: (1) the Nominee is included in the Board’s slate of nominees to the stockholders of the Company for each election of members of the Board, and that the Board recommend that the Company’s stockholders vote for each of the director nominees included in such slate, including the Nominee; and (2) the Nominee is included in the proxy statement prepared by management of the Company in connection with soliciting proxies for every meeting of the stockholders of the Company called with respect to the election of members of the Board, and at every adjournment or postponement thereof, and on every action or approval by written consent of the stockholders of the Company or the Board with respect to the election of members of the Board; and (B) undertake to promote the Nominee and his or her election to the Board, and solicit votes therefor, to the same degree as that undertaken to promote and solicit votes for the other nominees and their respective election to the Board; (iii) one (1) director appointed by the Chief Executive Officer if a vacancy occurs because of the Companydeath, disability, disqualification, resignation, or removal of an Investor Director or for any other reason, the Investor shall be entitled to designate such person’s successor, and the Company will, as promptly as reasonably practicable following such designation, take all necessary and desirable actions within its control, to the fullest extent permitted by applicable Law, such that such vacancy shall be filled with such successor Nominee; (iv) if a Nominee is not elected because of such Nominee’s death, disability, disqualification, withdrawal as a nominee or for any other reason, the Investor shall be entitled to designate promptly another Person to the Board and the Company will take all necessary and desirable actions within its control such that the director position for which such Person was nominated shall not be filled pending such designation or the size of the Board shall be increased by one (1) Round A Directorand such vacancy shall be filled with such successor Nominee as promptly as practicable following such designation; (v) one (1) Round B as promptly as reasonably practicable following the request of any Investor Director, the Company shall enter into an indemnification agreement with such Investor Director, in the form entered into with the other members of the Board; the Company shall pay the reasonable, documented out-of-pocket expenses incurred by the Investor Director in connection with his or her services provided to or on behalf of the Company, including attending meetings or events attended explicitly on behalf of the Company at the Company’s request; provided that such payments shall be consistent with the Company’s policy for paying such expenses of other directors of the Company; and (vi) one upon the occurrence of any of (1A) Preferred Share Directorthe Investor Ownership Threshold ceasing to be satisfied for a period of thirty (30) consecutive days, or (B) the Investor Director failing at any time to satisfy any of the conditions set forth in Section 1(d), then the Investor shall cause the Investor Director to immediately resign from the Board; provided that in the event the Investor Director is required to resign from the Board pursuant to the foregoing clause (B), the Investor will be permitted to designate a replacement Nominee (which replacement Nominee will also be subject to the requirements of Section 1(d)). (b) Each of the Founders The Company and the Affiliate Investors Board shall take all necessary or desirable actions available to it in its capacity such that, as of the Effective Date, the initial Nominee shall be appointed as a shareholder director of the Company, to take or cause to be taken all actions available to each that are necessary to maintain the composition of the Board of Directors as set forth in Section 10.1(a)Board. (c) Only the Party who had the power to designate a director pursuant to Section 10.1(a) shall have the power to remove Each Investor Director will hold office until his or her term expires and such director. Each of the Parties hereto agrees to take Investor Director’s successor has been duly elected and qualified or until such action as is necessary to call a special meeting of the shareholders of the Company (or effect a written consent in lieu thereof) for the purpose of effecting any such removalInvestor Director’s earlier death, and at such meeting each such Party shall vote to accomplish said result. In the event that any director is removed or shall have resigned or become unable to servedisability, the Party who had the power to designate such director pursuant to Section 10.1(a) shall have the power to designate a person reasonably qualified to serve on the Board of Directors to fill such vacancydisqualification, whereupon each of the Parties heretoresignation, or their successors and assigns, agree to take such action as is necessary to promptly elect such person to fill such vacancy (including, if necessary, calling a special meeting of the shareholders of the Company (or effect a written consent in lieu thereof) and voting all shares owned by the Parties hereto to accomplish such result). Except as provided above, no Party shall vote in favor of, or otherwise take any actions in respect of, the removal of any director who shall have been designated or nominated pursuant to Section 10.1(a)removal. (d) The Board of Directors shall have a ChairmanNotwithstanding anything to the contrary contained herein, and each of neither the Founders and the Affiliate Investors shall cause its designee directors(s) to support resolutions and actions by written consent of Company nor the Board of Directors that maintain shall be under any obligation to nominate or appoint to the position Board, or solicit votes for, any Person pursuant to Section 1(a) in the event that the Board reasonably determines that (i) the election of Chairman such Person to the Board would cause the Company to not be in compliance with applicable Law or stock exchange listing standards, (ii) such Person has been the subject of any event required to be disclosed pursuant to Items 2(d) or 2(e) of Schedule 13D under the Exchange Act or Item 401(f) of Regulation S-K of the Board 1934 Securities Act (for the avoidance of Directors doubt, excluding bankruptcies) involving an act of moral turpitude by such individual or is subject to any order, decree or judgment of any Governmental Entity prohibiting service as a director of any public company, (iii) such Person fails to complete reasonable and customary onboarding documentation, including providing reasonably required information to the Chief Executive Officer Company, in each case to the extent such requirements are consistent with those applicable to the other members of the board of directors of the Company, (iv) such Person does not qualify as an “independent director” of the Company under clause (b) of Rule 303A(2) of the NYSE Listed Company Manual, (v) such Person is an officer or employee of Investor or any of its subsidiaries or their respective successors or its or their respective subsidiaries, or (vi) such person is as of such time a director, officer or employee of an Activist. In the event Nominee is not nominated to the Board as a result of a failure to satisfy any of the requirements described in clauses (i) through (vi) of the immediately preceding sentence or for any other reason, until the Fall Away Date, the Investor will be permitted to designate a replacement Nominee (which replacement Nominee will also be subject to the requirements of this Section 1(d)). (e) On For so long as the Investor Director is a member of the Board in accordance with and subject to the terms of this Agreement, subject to applicable Law, the listing standards of the Principal Stock Exchange and the limitations set forth in Section 1(e), the Company will offer the Investor Director an opportunity to, at Investor’s option, either (i) be a member of all actions to be taken committees of the Board that currently exist and matters to be decided any special, executive, or other committees of the Board authorized by the Board after the Effective Date, or (ii) attend (but not vote) at the meetings of Directorseach such committee as an observer; provided, however, that the Investor Director shall not have an opportunity to be a member of the Compensation Committee of the Board unless so requested by the Board. If the Investor Director fails to satisfy the applicable qualifications under applicable Law or stock exchange listing standards to be a member of any such committee of the Board, then, subject to the limitations set forth in Section 1(e), the Board shall offer the Investor Director the opportunity to attend (but not vote) at the meetings of such committee as an observer, as well as the right to receive all written materials made available to the members of such committee. (f) Notwithstanding anything to the contrary contained herein, if the Board reasonably determines in good faith, after consultation with the Investor Director and in accordance with any other applicable bona fide procedures the Board may have in place at any such time with respect to director conflicts generally, that (i) the appointment of the Investor Director on any committee of the Board, or attendance as an observer, (ii) the discussions of the Board or any committee on which the Investor Director is a member or observer or (iii) the materials to be disseminated to the Board or any committee on which the Investor Director is a member or observer, in each case, (A) would contain material and highly sensitive or competitive matters or other information that would give rise to a conflict of interest between the Company and the Investor Director, or (B) would be a violation of the Board’s bona fide conflict policies (which policies shall have been made available to the Investor Director) (“Director Conflict”), then the Board shall be permitted to (1) in the case of any appointment or observer right on a committee of the Board pursuant to Section 1(d), decline to appoint or provide observer rights to the Investor Director with respect to such committee, solely to the extent necessary as a result of such Director Conflict, and (2) in all cases, require the Investor Director to, and in such event the Investor shall cause the Investor Director to, recuse himself or herself from such discussions solely to the extent necessary as a result of such Director Conflict, and neither the Company nor the Board shall be required to disseminate such portions of such materials to the Investor Director solely to the extent necessary as a result of such Director Conflict. Without limiting the generality of the foregoing, if the Investor Director is also a director of the Investor or any of its Affiliates, the Board shall be entitled to cast require the Investor Director to recuse himself or herself from those portions of any discussions regarding any potential transaction, agreement or other arrangement between the Company or any of its Affiliates, on the one (1) votehand, and subject to Section 10.3the Investor or any of its Affiliates, on the affirmative vote of the directors having a majority of the total voting power represented at a meeting at which a quorum is present shall constitute an act of the Board of Directors. In the case of an equality of votes, the Chairman, if any, or in the absence of the Chairman, a director designated by the Board of Directors to preside at a meeting of the Board of Directors, shall have a second or casting vote in addition to any other vote such person may havehand.

Board of Directors. (a) As There is hereby established a Board of Directors of the Execution DateCOOPERATIVE. Each MEMBER unit of local government shall choose in the manner applicable to that governmental body one (1) person to represent that body on the Board of Direc- tors and shall promptly notify the COOPERATIVE of such selection. The MEMBER may also select an alternate representative to serve when the initial representative is unable to carry out his duties. The person and alternate selected need not be an elected official of the MEMBER. The Board of Directors may from time-to-time establish other officers of the Board, in addition to those estab- lished in this Agreement, and choose the manner of selection of such officers. (b) The Board of Directors shall determine the general policy of the COOPERATIVE which policy shall be followed by all officers, agents, employ- ees and independent contractors working for the COOPERATIVE. It shall have the responsibility for (1) Hiring of COOPERATIVE officers, agents, non-clerical employees and independent contractors, (2) Setting of compensation for all per- sons, firms and corporations employed by the COOPERATIVE, (3) Program ap- proval, (4) Vendor approval, (5) Setting of fidelity bonding requirements for em- ployees or other persons, (6) Approval of amendments to the By-Laws, (7) The acceptance of new MEMBERS and listed entities, provided, however, that the Board of Directors may assign, in whole or in part, this authority to the Executive Board and it may choose to do so under stated criteria and process mandated by the Board of Directors, (8) Approval of educational and other programs relating to claim reduction, (9) Approval of monthly and supplementary payments to the Administrative Fund and the Benefit Fund, including that portion of the cost of insurance attributable to each MEMBER, (10) Any other matters not assigned to another committee, officer, independent contractor, or agent, (11) Expulsion of MEMBERS. (c) Each MEMBER shall be entitled to one (1) vote on the Board of Directors. Such vote may be cast only by the designated representative of the MEMBER, who shall be called a Director, or in the Director's absence by an alternate selected by the MEMBER in the same manner as specified for the selection of the principal representative. No proxy votes or absentee votes shall be permitted, but , Direc- tors or Alternates may participate in a meeting by electronic means in accordance with law. Voting shall be conducted by voice vote unless one (1) or more MEMBERS of the Board of Directors shall consist of the following members: (i) the Chief Executive Officer of the Company; (ii) the Chief Operating Officer of the Company; (iii) one (1) director appointed by the Chief Executive Officer of the Company; (iv) one (1) Round A Director; (v) one (1) Round B Directorrequest a roll call vote; and (vi) one (1) Preferred Share Director (b) Each of the Founders and the Affiliate Investors shall take all actions available to it in its capacity as a shareholder of the Companyprovided, to take or cause to be taken all actions available to each however, that are necessary to maintain the composition of the Board of Directors as set forth in Section 10.1(a). (c) Only the Party who had the power to designate a director pursuant to Section 10.1(a) shall have the power to remove such director. Each of the Parties hereto agrees to take such action as is necessary to call a special meeting of the shareholders of the Company (or effect a written consent in lieu thereof) for the purpose of effecting any such removal, and at such meeting each such Party shall vote to accomplish said result. In authorize the event that any director is removed payment of bills or which requires a great- er than a majority vote for passage, shall have resigned or become unable to serve, the Party who had the power to designate such director pursuant to Section 10.1(a) shall have the power to designate a person reasonably qualified to serve on the Board of Directors to fill such vacancy, whereupon each of the Parties hereto, or their successors and assigns, agree to take such action as is necessary to promptly elect such person to fill such vacancy (including, if necessary, calling a special meeting of the shareholders of the Company (or effect a written consent in lieu thereof) and voting all shares owned be by the Parties hereto to accomplish such result). Except as provided above, no Party shall vote in favor of, or otherwise take any actions in respect of, the removal of any director who shall have been designated or nominated pursuant to Section 10.1(a)roll call. (d) The Board representative selected by the MEMBER shall serve for a one fiscal year term commencing at the beginning of Directors each fiscal year and until a successor has been selected. The representative chosen by the MEMBER may be removed by the MEMBER during the period of his or her term. In the event that a vacancy occurs in the representative or alternate representative, that MEMBER shall have appoint a Chairman, and each successor. The failure of a MEMBER to select a representative or his or her fail- ure to participate shall not affect the Founders and the Affiliate Investors shall cause its designee directors(s) to support resolutions and actions by written consent responsibilities or duties of the Board of Directors that maintain or appoint to the position of Chairman of the Board of Directors the Chief Executive Officer of the Companya MEMBER un- der this contract. (e) On all actions to be taken and matters to be decided by the The Board of Directors, each director the Executive Board and any authorized committees may establish rules governing their own conduct and procedure consistent with the By- Laws. All notices required in this Contract and By-Laws document shall be entitled to cast one in writing. (1f) vote, and subject to Section 10.3, the affirmative vote A quorum shall consist of the directors having a majority of the total voting power represented at a meeting at which a quorum is present shall constitute an act MEMBERS of the Board of Directors. In the case of an equality of votes, the Chairman, if anyExcept as provided in Subsection (g) herein, or elsewhere in the absence of the Chairmanthese By-Laws, a director designated by simple majority of a quorum shall be sufficient to pass upon all matters. (g) A greater vote than a majority of a quorum shall be required to approve the fol- lowing matters: (i) Such matters as the Board of Directors shall establish within its rules as requiring for passage a vote greater than a majority of a quorum; provided, however, that such a rule can only be established by a greater than majori- ty vote at least equal to preside the greater than majority percentage within the proposed rule, (ii) The expulsion of a MEMBER shall require at least the concurrence of two-thirds (2/3) of the entire membership of the Board of Directors, (iii) Any amendment of these By-Laws except as provided in Subsection (iv) below, shall require the concurrence of at least two-thirds (2/3) of the en- tire membership of the Board of Directors, (iv) The payment of a contested employee benefit to a MEMBER by the COOPERATIVE in a manner contrary to that reported by the Administra- tor or the Executive Director, which is brought to the Board of Directors, shall require the concurrence of at least two-thirds (2/3) of a quorum at a meeting Board of Directors meeting. (v) The approval of the benefit programs being offered, annual payments of all kinds, and the allocation of those payments among MEMBERS, shall require the concurrence of at least two-thirds (2/3) of a quorum at a Board of Directors meeting. (h) Except as provided herein, no one serving on the Board of Directors shall receive any salary or other payment from the COOPERATIVE and any salary, compensa- tion, payment or expenses for such representative, shall be paid by each MEMBER separate from this Contract. Provided, however, that in the event the person chosen or acting as Treasurer is a member of the Board of Directors, shall have a second or casting vote in addition to any other vote such that person may havereceive such compensation as is established from time-to-time by the Board of Directors. In addition, the Chair of the Board, Treasurer and such other officers as may be selected from time-to-time may submit to the Executive Board for its approval, reimbursement of expenses incurred in the pursuit of their posi- tion as officers of the COOPERATIVE. The reimbursement for such expenses, which shall be reported to the Board of Directors in the same manner as other ap- proved payments, may include amounts advanced on behalf of the COOPERATIVE either by the officer or by a MEMBER of the COOPERATIVE.

Board of Directors. (a) As Upon the Acceptance Time, and from time to time thereafter as Shares are acquired by Parent or Purchaser, subject to compliance with the provisions of the Execution DateConstituent Documents of the Company, applicable Law and the applicable rules of the NYSE, Purchaser shall be entitled to designate such number of directors, rounded up to the next whole number, on the Board of Directors shall consist of the following members: Company as is equal to the product of (i) the Chief Executive Officer total number of directors on the Board of Directors of the Company; Company (after giving effect to the directors elected or designated by Purchaser pursuant to this sentence) multiplied by (ii) the Chief Operating Officer percentage that the aggregate number of Shares beneficially owned by Parent, Purchaser and any of their affiliates bears to the total number of Shares then outstanding (disregarding any unvested and unexercisable Company Stock Options and all other unvested rights to acquire shares of the Company; Company Common Stock). The Company shall, upon any exercise of such right by Purchaser, take all such actions as are necessary or desirable to (iiiA) one (1) director appointed elect or designate to the Board of Directors of the Company the individuals designated by Purchaser and permitted to be so elected or designated by the Chief Executive Officer first sentence of this Section 1.3(a), including promptly filling vacancies or newly created directorships on the Company; (iv) one (1) Round A Director; (v) one (1) Round B Director; and (vi) one (1) Preferred Share Director (b) Each Board of the Founders and the Affiliate Investors shall take all actions available to it in its capacity as a shareholder Directors of the Company, to take or cause to be taken all actions available to each that are necessary to maintain promptly increasing the composition size of the Board of Directors as set forth in Section 10.1(a). (c) Only the Party who had the power to designate a director pursuant to Section 10.1(a) shall have the power to remove such director. Each of the Parties hereto agrees to take such action as is necessary to call a special meeting of the shareholders of the Company (including by action of the Board of Directors of the Company and by the amendment of the by-laws of the Company, if necessary, so as to increase the size of the Board of Directors of the Company) and/or promptly securing the resignations of such number of its incumbent directors as are necessary or effect a written consent in lieu thereof) for desirable to enable Purchaser’s designees to be so elected or designated to the purpose Board of effecting any such removalDirectors of the Company, and at such meeting each such Party shall vote (B) cause the Persons designated by Purchaser to accomplish said result. In constitute the event that any director same percentage (rounded up to the next whole number) as is removed or shall have resigned or become unable to serve, the Party who had the power to designate such director pursuant to Section 10.1(a) shall have the power to designate a person reasonably qualified to serve on the Board of Directors to fill such vacancy, whereupon each of the Parties hereto, or their successors and assigns, agree to take such action as is necessary to promptly elect such person to fill such vacancy (including, if necessary, calling a special meeting of the shareholders of the Company (or effect a written consent in lieu thereof) and voting all shares owned by the Parties hereto to accomplish such result). Except as provided above, no Party shall vote in favor of, or otherwise take any actions in respect of, the removal of any director who shall have been designated or nominated pursuant to Section 10.1(a). (d) The Board of Directors shall have a Chairman, and each of the Founders and the Affiliate Investors shall cause its designee directors(smembers of (I) to support resolutions and actions by written consent each committee of the Board of Directors that maintain of the Company (II) each board of directors (or appoint similar body) of each Company Subsidiary, and (III) each committee (or similar body) of each such board of directors (or similar body), in each case to the position full extent permitted by the provisions of Chairman the Constituent Documents of the Company and each such Company Subsidiary, applicable Law and the applicable NYSE rules. From and after the Acceptance Time and until the Effective Time, the Company shall take all action necessary to elect to be treated as a “controlled company” as defined by applicable NYSE rules and make all necessary filings and disclosures associated with such status. The Company shall promptly upon execution of this Agreement 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 (together with the Schedule 14D-9) the information required by Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder to enable Purchaser’s designees to be elected or designated to the Board of Directors of the Company. Purchaser shall supply the Company with information with respect to Purchaser’s designees and Parent’s and Purchaser’s respective officers, directors and affiliates to the extent required by Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder. The provisions of this Section 1.3(a) are in addition to and shall not limit any rights that any of Purchaser, Parent or any of their respective affiliates may have as a holder or beneficial owner of Shares as a matter of applicable Law with respect to the election of directors or otherwise. (b) In the event that Purchaser’s designees are elected or designated to the Board of Directors of the Company pursuant to Section 1.3(a), then, subject to the Constituent Documents of the Company, until the Effective Time, the Company shall cause the Board of Directors of the Company to maintain at least such number of “independent directors,” as defined by the applicable NYSE rules, as may be required by the applicable NYSE rules or the federal securities Laws, at least one of whom shall be an “audit committee financial expert,” as defined in Item 401(h) of Regulation S-K and the instructions thereto (any such “independent directors” as of the date of this Agreement (and their successors as provided below), the “Continuing Directors”); provided, however, that if any Continuing Director is unable to serve due to death, disability or resignation, the Company, Purchaser and Parent shall take all necessary action (including creating a committee of the Board of Directors of the Chief Executive Officer Company) so that the entire Board of Directors of the Company shall be entitled to designate another Person or Persons to fill such vacancy or vacancies, and such Person or Persons thereafter shall be deemed to be a Continuing Director for purposes of this Agreement. If no Continuing Director then remains, the other directors shall designate Persons to fill such vacancies and such Persons shall be deemed Continuing Directors for all purposes of this Agreement. Notwithstanding anything in this Agreement to the contrary, if Purchaser’s designees constitute a majority of the Board of Directors of the Company after the Acceptance Time and prior to the Effective Time, then the affirmative vote of a majority of the Continuing Directors shall be required (i) to authorize any agreement between the Company or any Company Subsidiaries, on the one hand, and Parent, Purchaser or any of their Affiliates (other than the Company or any Company Subsidiaries), on the other hand, (ii) for the Company to amend or terminate this Agreement, (iii) to exercise or waive any of the Company’s rights, benefits or remedies hereunder, (iv) to extend the time for performance of Parent’s or Purchaser’s obligations hereunder or (v) to amend the Constituent Documents of the Company. (e) On all actions to be taken and matters to be decided by the Board of Directors, each director shall be entitled to cast one (1) vote, and subject to Section 10.3, the affirmative vote of the directors having a majority of the total voting power represented at a meeting at which a quorum is present shall constitute an act of the Board of Directors. In the case of an equality of votes, the Chairman, if any, or in the absence of the Chairman, a director designated by the Board of Directors to preside at a meeting of the Board of Directors, shall have a second or casting vote in addition to any other vote such person may have.

Board of Directors. (a) As From and after the date hereof and until the provisions of this Section cease to be effective, each Holder and each Member (Holders and Members of the Execution Date, the Board of Directors Voting Group collectively referred to collectively as "Stockholders" and individually as "Stockholder") shall consist vote all of the following members: (i) the Chief Executive Officer of the Company; (ii) the Chief Operating Officer of the Company; (iii) one (1) director appointed by the Chief Executive Officer of the Company; (iv) one (1) Round A Director; (v) one (1) Round B Director; and (vi) one (1) Preferred Share Director (b) Each of the Founders Voting Shares over which such Stockholder has voting control and the Affiliate Investors shall take all other necessary or desirable actions available to it within such Stockholder's control (whether in his or its capacity as a shareholder stockholder, director, member of a board committee or officer of the Company or otherwise), and including, without limitation, attendance at meetings in person or by proxy for purposes of obtaining a quorum and execution of written consents in lieu of meetings so that: (1) The authorized number of members of the Company, to take or cause to be taken all actions available to each that are necessary to maintain the composition of the 's Board of Directors as set forth in Section 10.1(a)(the "Board") shall continue to be five (5) unless and until such greater number is directed or approved by the Investors. (c2) Only During the Party who had term of this Agreement, the power Investors shall be entitled to designate nominate (the "Investor Nominees") and the Stockholders shall vote their shares to elect the Investor Nominees as the majority of the members of the Board. (3) Any Investor Nominee elected or appointed as a director pursuant to Section 10.1(a) hereunder shall have be removed from the power to remove such director. Each Board (and thereupon from all committees of the Parties hereto agrees to take such action as is necessary to call a special meeting Board), with or without cause, only upon the written request or consent of the shareholders of the Company Investors. (or effect a written consent in lieu thereof4) for the purpose of effecting any such removal, and at such meeting each such Party shall vote to accomplish said result. In the event that any director is removed Investor Nominee designated hereunder for any reason ceases to serve as a member of the Board or shall have resigned or become unable to serveany committee thereof during such representative's term of office, the Party who had the power to designate such director pursuant to Section 10.1(a) shall have the power to designate a person reasonably qualified to serve resulting vacancy on the Board of Directors to fill such vacancy, whereupon each or committee shall be filled by a newly designated Investor Nominee. (5) Upon the written direction or consent of the Parties heretoInvestors, or their successors and assigns, agree to the Company shall take such action actions as is may be necessary and convenient to promptly elect such person to fill such vacancy (including, if necessary, calling a special meeting of change the shareholders corporate domicile of the Company (or effect a written consent in lieu thereof) and voting all shares owned by to the Parties hereto to accomplish such result). Except as provided above, no Party shall vote in favor of, or otherwise take any actions in respect of, the removal state of any director who shall have been designated or nominated pursuant to Section 10.1(a)Delaware. (db) The Board of Directors shall have a Chairman, and In each of the Founders and the Affiliate Investors shall cause its designee directors(s) to support resolutions and actions by written consent of the Board of Directors that maintain or appoint to the position of Chairman of the Board of Directors the Chief Executive Officer of the Company. (e) On all actions to be taken and matters to be decided by the Board of Directors, each director shall be entitled to cast one (1) vote, and subject to Section 10.3case provided for herein, the affirmative direction, consent, approval, nomination or vote of the directors having Investors shall be determined by the Investors holding a majority of the total voting power represented at a meeting at which a quorum is present shall constitute an act shares of the Board of Directors. In the case of an equality of votes, the Chairman, if any, or in the absence of the Chairman, a director designated Company's Common Stock held by the Board of Directors to preside at a meeting of the Board of Directors, shall have a second or casting vote in addition to any other vote such person may haveall Investors.

Board of Directors. (ai) As of the Execution DateInitially, the Fund’s Board of Directors shall consist will be composed of five directors (each, a “Director”). A majority of the following members: (i) Directors may at any time increase or decrease the Chief Executive Officer number of Directors; provided that the Company;number of Directors may never be less than one or more than 12 unless this Agreement is amended, in which case the Fund may have more than 12 Directors but never less than one. (ii) the Chief Operating Officer of the Company; (iii) one (1) director appointed by the Chief Executive Officer of the Company; (iv) one (1) Round A Director; (v) one (1) Round B Director; and (vi) one (1) Preferred Share Director (b) Each of the Founders and the Affiliate Investors shall take all actions available to it in its capacity as a shareholder of the Company, to take or cause to be taken all actions available to each that are necessary to maintain the composition quorum of the Board shall consist of Directors as set forth in Section 10.1(a). (c) Only the Party who had the power to designate a director pursuant to Section 10.1(a) shall have the power to remove such director. Each of the Parties hereto agrees to take such action as is necessary to call a special meeting of the shareholders of the Company (or effect a written consent in lieu thereof) for the purpose of effecting any such removal, and at such meeting each such Party shall vote to accomplish said result. In the event that any director is removed or shall have resigned or become unable to serve, the Party who had the power to designate such director pursuant to Section 10.1(a) shall have the power to designate a person reasonably qualified to serve on the Board of Directors to fill such vacancy, whereupon each of the Parties hereto, or their successors and assigns, agree to take such action as is necessary to promptly elect such person to fill such vacancy (including, if necessary, calling a special meeting of the shareholders of the Company (or effect a written consent in lieu thereof) and voting all shares owned by the Parties hereto to accomplish such result). Except as provided above, no Party shall vote in favor of, or otherwise take any actions in respect of, the removal of any director who shall have been designated or nominated pursuant to Section 10.1(a). (d) The Board of Directors shall have a Chairman, and each of the Founders and the Affiliate Investors shall cause its designee directors(s) to support resolutions and actions by written consent of the Board of Directors that maintain or appoint to the position of Chairman of the Board of Directors the Chief Executive Officer of the Company. (e) On all actions to be taken and matters to be decided by the Board of Directors, each director shall be entitled to cast one (1) vote, and subject to Section 10.3, the affirmative vote of the directors having a majority of the total voting power represented at a exact number of directors fixed from time to time in accordance with 4.1(a)(i). At each meeting of the Board at which a quorum is present present, all questions and business shall be determined by a vote of a majority of the directors present, unless a different vote is required by law or by this Agreement. Directors may participate in a meeting by means of conference telephone or other communication equipment by means of which all persons participating in the meeting can hear each other, and participation in a meeting by such means shall constitute presence in person at such meeting, unless as required otherwise by the Investment Company Act. (iii) Each Director will hold office until his or her successor is duly elected and qualified. The names of each Director shall be listed on Schedule B, which shall be updated as necessary. (iv) The majority of the Directors will at all times consist of the Independent Directors. (v) A Director may resign from the Board at any time. If a Director is determined to have committed an act that constitutes Cause, such Director may be removed from his position by a vote of the Board Members who hold a majority of Directorsthe outstanding Units entitled to vote. In the case of an equality of votesaddition, the Chairman, if any, or in the absence of the Chairman, any Director may be removed from his position by a director designated by the Board of Directors to preside vote at a duly called meeting of the Board of Directorsat least 80% of the Directors then seated. (vi) Any and all vacancies on the Board as a result of resignation or removal may be filled only by the affirmative vote of a majority of the remaining Directors in office, even if the remaining Directors do not constitute a quorum, and any Director elected to fill a vacancy will serve until a successor is duly elected and qualifies, subject to any applicable requirements of the Investment Company Act. (vii) A majority of the Directors have the authority to form committees of the Board from time to time to the extent that it determines that it is appropriate to do so. The Board shall have a second or casting vote in addition an audit committee, which will be responsible for selecting, engaging and discharging the Fund’s independent accountants, reviewing the plans, scope and results of the audit engagement with the Fund’s independent accountants, approving professional services provided by the Fund’s independent accountants (including compensation therefor), reviewing the independence of the Fund’s independent accountants, reviewing the adequacy of the Fund’s internal control over financial reporting, establishing guidelines and making recommendations to the Board regarding the valuation of the Fund’s loans and investments, and taking any other vote such person actions consistent with the audit committee charter or as may havebe authorized by the Board. The chairman of the audit committee has been designated by the Board as an “audit committee financial expert” under the rules of the U.S. Securities and Exchange Commission (the “SEC”). The names of each of the members of the audit committee and the member who serves as chairman of the audit committee shall be listed on Schedule B, which shall be updated as necessary.

Board of Directors. (a) As Subject to the terms and conditions of this Agreement, from and after the Execution DateEffective Time and until a Termination Event (as defined below) shall have occurred, the Stockholder shall have the right to designate one person to be nominated to serve on the Board (the “Nominee”) by giving written notice to the Company in accordance with Section 6 hereof in no event later than the deadline for receipt of Directors shall consist a stockholder proposal to be eligible for inclusion in the Company’s proxy statement pursuant to Rule 14a-8 under the Securities Exchange Act of the following members: (i) the Chief Executive Officer 1934, with respect to any meeting of the Company; ’s stockholders at which directors of Class III are to be elected (iior, if the Company’s Certificate of Incorporation no longer provides for the division of directors into three (3) the Chief Operating Officer classes, any meeting of the Company; ’s stockholders at which directors are to be elected) (iii) one (1) director appointed by the Chief Executive Officer of the Company; (iv) one (1) Round A Director; (v) one (1) Round B Director; and (vi) one (1) Preferred Share Directorany such meeting, an “Applicable Election”). (b) Each of The Stockholder will, in connection with such nomination, (i) provide such additional information about the Founders Nominee as reasonably requested by the Nominating and the Affiliate Investors shall take all actions available to it in its capacity as a shareholder of the Company, to take or cause to be taken all actions available to each that are necessary to maintain the composition Corporate Governance Committee of the Board or other relevant committee of Directors as set forth in Section 10.1(a)the Board that oversees nominations of members of the Board (the “Committee”) and (ii) cause the Nominee to be reasonably available for interviews and discussions with the Committee. (c) Only For so long as the Party who had Company’s Certificate of Incorporation shall provide for the power to designate division of directors into three (3) classes, the Nominee shall be designated as a director pursuant to Section 10.1(a) shall have the power to remove such Class III director. Each of the Parties hereto agrees to take such action as is necessary to call a special meeting of the shareholders of The initial Nominee shall be ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, and the Company (or effect a written consent in lieu thereof) for the purpose of effecting any hereby confirms that such removalinitial Nominee has been reviewed by and is acceptable to, and at such meeting each such Party shall vote has been consented to accomplish said result. In the event that any director is removed or shall have resigned or become unable to serveby, the Party who had Committee and the power to designate such director pursuant to Section 10.1(a) shall have the power to designate a person reasonably qualified to serve on the Board of Directors to fill such vacancy, whereupon each of the Parties hereto, or their successors and assigns, agree to take such action as is necessary to promptly elect such person to fill such vacancy (including, if necessary, calling a special meeting of the shareholders of the Company (or effect a written consent in lieu thereof) and voting all shares owned by the Parties hereto to accomplish such result). Except as provided above, no Party shall vote in favor of, or otherwise take any actions in respect of, the removal of any director who shall have been designated or nominated pursuant to Section 10.1(a)Board. (d) The Board Subject to Section 1(m), the Company shall take all actions reasonably necessary to ensure that (i) the Nominee is included in the Board’s slate of Directors shall have a Chairman, and each nominees submitted to the stockholders for election as directors at the next Applicable Election; (ii) the Nominee is included in the proxy statement prepared by management of the Founders and Company in connection with soliciting proxies for the Affiliate Investors shall cause its designee directors(snext Applicable Election; (iii) to support resolutions and actions by written consent the Board recommends that the Company’s stockholders vote in favor of the Board election of Directors that maintain or appoint the Nominee; (iv) the Company supports the Nominee for election in a manner no less favorable than the manner in which the Company supports its other nominees; and (v) the Company otherwise uses commercially reasonable efforts to cause the election of the Nominee to the position of Chairman of the Board of Directors the Chief Executive Officer of the Companyat each Applicable Election. (e) On all actions If there is a Nominee Rejection (as defined below) pursuant to Section 1(m) hereof, then the Stockholder shall have the right to designate an alternate person to be taken and matters to be decided nominated for election by the Board (the “Alternate Nominee”) by giving written notice to the Company in accordance with Section 6 hereof in no event later than fifteen (15) days after receipt of Directorsnotice of the Nominee Rejection. (f) The Stockholder will, in connection with such nomination, provide such additional information about the Alternate Nominee as reasonably requested by the Committee and (ii) cause the Alternate Nominee to be reasonably available for interviews and discussions with the Committee. (g) Subject to Section 1(m), the Company shall take all actions reasonably necessary to ensure that: (i) the Alternate Nominee is included in the Board’s slate of nominees submitted to the Company’s stockholders for election as directors at the next Applicable Election; (ii) the Alternate Nominee is included in the proxy statement prepared by management of the Company in connection with soliciting proxies for the next Applicable Election; (iii) the Board recommends that the Company’s stockholders vote in favor of the election of the Alternate Nominee; (iv) the Company supports the Alternate Nominee for election in a manner no less favorable than the manner in which the Company supports its other nominees; and (v) the Company otherwise uses commercially reasonable efforts to cause the election of the Alternate Nominee to the Board at each director Applicable Election. (h) The Company shall work in good faith with the Stockholder to identify and pre-clear Nominees and Alternate Nominees, as the case may be, and take such other actions as reasonably requested by the Stockholder to assist the Stockholder in submitting Nominees or Alternate Nominees, as the case may be, that will not result in a Nominee Rejection under Section 1(m) hereof. (i) Notwithstanding anything to the contrary contained in this Agreement, the rights of the Stockholder under this Agreement shall terminate automatically (the “Termination Event”) upon the Stockholder, together with its Related Parties, ceasing to Beneficially Own for a period of twenty (20) consecutive trading days, in the aggregate, at least Twenty-Two Million Five Hundred Thousand (22,500,000) shares of Common Stock (the “Minimum Shares”). The Stockholder shall notify the Company within three (3) Business Days after the occurrence of a Termination Event. (j) Prior to a Termination Event, if a vacancy occurs because of the death, disability, disqualification, resignation or removal of a Nominee or Alternate Nominee, as the case may be, as a member of the Board, the Company shall provide notice of such vacancy to the Stockholder within five (5) Business Days of such vacancy. The Stockholder shall be entitled to cast one designate such person’s successor (1the “Vacancy Nominee”) voteby giving written notice to the Company within thirty (30) days of the date the Stockholder receives notification of the vacancy from the Company. The Stockholder will provide the Company with such additional information about the Vacancy Nominee as reasonably requested by the Committee and cause the Vacancy Nominee to be reasonably available for interviews and discussions with the Committee. Any successor that is appointed to fill a vacancy pursuant to this Section 1(j) shall have the right to serve until the next Applicable Election, or until his/her successor is elected and duly qualified. (k) If there is a Nominee Rejection with respect to a Vacancy Nominee, then the Stockholder shall have the right to designate an alternative person to fill the vacancy (the “Alternative Vacancy Nominee”) by giving written notice to the Company in accordance with Section 6 hereof in no event later than fifteen (15) days after receipt of notice of the Nominee Rejection. The Stockholder will provide the Company with such additional information about the Alternative Vacancy Nominee as reasonably requested by the Committee and cause the Alternative Vacancy Nominee to be reasonably available for interviews and discussions with the Committee. (l) Notwithstanding anything to the contrary contained in this Agreement, and subject to Section 10.3for the avoidance of doubt, the affirmative vote of Stockholder shall only have the directors having a majority of the total voting power represented right to nominate or designate one person at a meeting at which time to serve as a quorum is present shall constitute an act member of the Board in accordance with the terms and conditions of Directors. In this Section 1, and in no event will the case Company or the Board be obligated to nominate or designate a person to the Board that, upon such person’s election by the stockholders of an equality the Company or appointment by the Board, would result in more than one nominee or designee of votesthe Stockholder serving as a member of the Board. (m) Notwithstanding anything in this Agreement to the contrary, the ChairmanCompany shall not be obligated to appoint to the Board, if anycause to be nominated for election to the Board or recommend to the stockholders the election of any person the appointment, nomination or recommendation of whom the Board or the Committee determines in good faith, after consultation with and upon the absence advice of outside legal counsel, would constitute a breach of its fiduciary duties (a “Nominee Rejection”); provided, however, that upon the occurrence of a Nominee Rejection, the Company shall promptly notify the Stockholder of the Chairman, occurrence of such Nominee Rejection and permit the Stockholder to provide an alternate person in accordance with the applicable provisions hereof (Section 1(e) for a director designated by Nominee or Alternate Nominee for election at stockholder meetings and Section 1(j) and Section 1(k) for a Vacancy Nominee or Alternative Vacancy Nominee for filling vacancies on the Board of Directors Board) and the Company shall use commercially reasonable efforts to preside at a meeting of the Board of Directors, shall have a second or casting vote in addition perform its obligations hereunder with respect to any other vote such person may havealternate nominee.

Board of Directors. (a) As The Amended and Restated Memorandum and Articles of Association of the Execution Date, Company (the “Restated Articles”) shall provide that the Board of Directors of the Company (the “Board”) shall consist of three (3) members, which number of members shall not be changed except pursuant to an amendment to the following members:Restated Articles. Effective from the date hereof, (i) Red Better (as defined in Schedule A) shall be entitled to appoint and remove one (1) director (the Chief Executive Officer “Red Better Director”) and shall also be entitled to remove any director occupying such position and to fill any vacancy caused by the resignation, death or renewal of the Company;any director occupying such position; and (ii) the Chief Operating Officer BVI Co. shall be entitled to appoint and remove two (2) directors (the “Ordinary Directors”) and shall also be entitled to remove any director occupying such position and to fill any vacancy caused by the resignation, death or renewal of any director occupying such position). A meeting of directors is duly constituted for all purposes if at the commencement of the Company; meeting there are present in person or by alternate not less than two (iii2) directors (including the Red Better Director), provided, however, that if such quorum cannot be obtained for a Board meeting after two (2) consecutive notices of Board meetings have been sent by the Company with the first notice providing not less than ten (10) days of prior notice and the second notice providing not less than seven (7) days of prior notice, then the attendance of any director shall constitute a quorum. The Company shall reimburse the directors for all reasonable out-of-pocket expenses incurred in connection with attending any meetings of the Board and any committee thereof. Each of Sequoia and Shunwei is entitled to appoint and remove one (1) director appointed by the Chief Executive Officer of the Company; (iv) one (1) Round A Director; (v) one (1) Round B Director; and (vi) one (1) Preferred Share Director (b) Each of the Founders and the Affiliate Investors shall take Investor Observer to attend all actions available to it in its capacity as a shareholder of the Company, to take or cause to be taken all actions available to each that are necessary to maintain the composition meetings of the Board of Directors as set forth in Section 10.1(a). (c) Only the Party who had the power to designate a director pursuant to Section 10.1(a) shall have the power to remove such director. Each of the Parties hereto agrees to take such action as is necessary to call a special meeting of the shareholders of the Company and the board of any other Group Company and all committees thereof (whether in person, by telephone or effect other means) in a written consent in lieu thereof) for non-voting observer capacity (the purpose of effecting any such removal, and at such meeting each such Party shall vote to accomplish said result. In the event that any director is removed or shall have resigned or become unable to serve, the Party who had the power to designate such director pursuant to Section 10.1(a) shall have the power to designate a person reasonably qualified to serve on the Board of Directors to fill such vacancy, whereupon each of the Parties hereto, or their successors and assigns, agree to take such action as is necessary to promptly elect such person to fill such vacancy (including, if necessary, calling a special meeting of the shareholders of the Company (or effect a written consent in lieu thereof) and voting all shares owned by the Parties hereto to accomplish such result“Investor Observers”). Except as provided above, no Party shall vote in favor of, or otherwise take any actions in respect of, the removal of any director who shall have been designated or nominated pursuant to Section 10.1(a). (d) The Board of Directors shall have a Chairman, and each of the Founders and the Affiliate Investors shall cause its designee directors(s) to support resolutions and actions by written consent of the Board of Directors that maintain or appoint to the position of Chairman of the Board of Directors the Chief Executive Officer of the Company. (e) On all actions to be taken and matters to be decided by the Board of Directors, each director Investor Observers shall be entitled to cast one (1) votereceive notices, minutes, and subject all other materials in relation to Section 10.3the meetings that each of the Group Companies provide to other members of the board of directors or committees, provided, however, that each of the Investor Observers shall agree to hold in confidence and trust and to act in a fiduciary manner with respect to all information so provided. For the avoidance of doubt, the affirmative vote of Group Company shall not be obligated to provide the directors having a Investor Observers access to any information, as reasonably determined by the majority of the total voting power represented at Board, which shall be a meeting at trade secret or the disclosure of which would otherwise constitute a quorum is present shall constitute an act conflict of the Board of Directors. In the case of an equality of votes, the Chairman, if any, or in the absence of the Chairman, a director designated by the Board of Directors to preside at a meeting of the Board of Directors, shall have a second or casting vote in addition to any other vote such person may haveinterests.

Board of Directors. For a period of three (a3) As of years from the Execution Effective Date, the Company shall nominate and use its best efforts to engage a designee of Global as a nonvoting advisor to the Company's Board of Directors shall consist (the "Advisor") or, in lieu thereof at the discretion of the following members: (i) the Chief Executive Officer of the Company; (ii) the Chief Operating Officer of the Company; (iii) one (1) director appointed by the Chief Executive Officer of the Company; (iv) one (1) Round A Director; (v) one (1) Round B Director; and (vi) one (1) Preferred Share Director (b) Each of the Founders and the Affiliate Investors shall take all actions available Global, to it in its capacity designate an individual for election as a shareholder of director, in which case the Company, Company shall use its best efforts to take or cause to be taken all actions available to each that are necessary to maintain the composition of the Board of Directors have such individual elected as set forth in Section 10.1(a). (c) Only the Party who had the power to designate a director pursuant to Section 10.1(a) shall have the power to remove such director. Each The designee may be a director, officer, partner, employee or affiliate of the Parties hereto agrees to take such action as is necessary to call a special meeting of the shareholders of the Company (or effect a written consent in lieu thereof) for the purpose of effecting any such removalan Underwriter, and at Global shall designate such meeting each such Party shall vote person in writing to accomplish said resultthe Board. In the event that Global shall not have designated such individual at the time of any director meeting of the Board or such person is removed or shall have resigned or become unable unavailable to serve, the Party who had the power to designate such director pursuant to Section 10.1(a) Company shall have the power to designate a person reasonably qualified to serve on the Board notify Global of Directors to fill such vacancy, whereupon each of the Parties hereto, or their successors and assigns, agree to take such action as is necessary to promptly elect such person to fill such vacancy (including, if necessary, calling a special meeting of the shareholders Board. An individual, if any, designated by Global shall receive all notices and other correspondence and communications sent by the Company to members of the Company (or effect a written consent in lieu thereof) and voting all shares owned by the Parties hereto to accomplish such result)Board. Except as provided above, no Party shall vote in favor of, or otherwise take any actions in respect of, the removal of any director who shall have been designated or nominated pursuant to Section 10.1(a). (d) The Board of Directors shall have a Chairman, and each of the Founders and the Affiliate Investors shall cause its designee directors(s) to support resolutions and actions by written consent of the Board of Directors that maintain or appoint to the position of Chairman of the Board of Directors the Chief Executive Officer of the Company. (e) On all actions to be taken and matters to be decided by the Board of Directors, each director Such Advisor shall be entitled to cast one (1) votereceive reimbursement for all reasonable costs incurred in attending such meetings including, but not limited to, food, lodging, and transportation. In addition, such Advisor shall be entitled to the same compensation as the Company gives to other non-employee directors for acting in such capacity. The Company further agrees that, during said three (3) year period, it shall schedule no less than four (4) formal and "in person" meetings of its Board of Directors in each such year at which meetings such Advisor shall be permitted to attend as set forth herein; said meetings shall be held quarterly each year and thirty (30) days advance notice of such meetings shall be given to the Advisor. Further, during such three (3) year period, the Company shall give notice to Global with respect to any proposed acquisitions, mergers, reorganizations or other transactions. The Company agrees to indemnify and hold harmless the Underwriters and the Advisor, subject to Section 10.3applicable law against any and all claims, the affirmative vote actions, damages, costs and expenses, and judgments arising solely out of the directors having a majority attendance and participation of the total voting power represented Advisor at a any such meeting at which a quorum is present shall constitute an act of the Board of Directorsdescribed herein. In the case event the Company maintains a liability insurance policy affording coverage for the acts of an equality of votesits officers and directors, the Chairmanit agrees, if anypossible, or in to include the absence of the Chairman, a director designated by the Board of Directors to preside at a meeting of the Board of Directors, shall have a second or casting vote in addition to any other vote Advisor as an insured under such person may havepolicy.

Board of Directors. (a) As Subject to Section 2.02, the Shareholders agree that the business and affairs of the Execution DateCompany shall be managed through a board of directors (the “Board”) consisting of at least three (3) members (each, a “Director”). When electing Directors to serve on the Board of Directors Board, each Major Shareholder shall consist of have the following members: (i) the Chief Executive Officer of the Company; (ii) the Chief Operating Officer of the Company; (iii) right to designate one (1) director appointed Director, who shall initially be those individuals identified on Schedule B hereto, and each Director shall hold office until the next annual Shareholders’ meeting at which such Director’s successor is designated by the Chief Executive Officer of the Company; (iv) one (1) Round A Director; (v) one (1) Round B Director; and (vi) one (1) Preferred Share DirectorMajor Shareholder that designated such Director as set forth in this Section 2.01(a). (b) Each of the Founders Shareholder shall vote all Shares over which such Shareholder has voting control and the Affiliate Investors shall take all other necessary or desirable actions available to it within such Shareholder’s control (including in its capacity as Shareholder, director, member of a shareholder board committee, or officer of the Company, to take or cause to be taken all actions available to each that are necessary to maintain the composition otherwise, and whether at a regular or special meeting of the Shareholders or by written consent in lieu of a meeting) to elect to the Board of Directors as set forth in any individual designated by a Major Shareholder pursuant to Section 10.1(a2.01(a). (c) Only the Party who had the power to designate a director pursuant to Section 10.1(a) Each Major Shareholder shall have the power right at any time to remove (with or without cause) any Director designated by such Major Shareholder for election to the Board and each other Shareholder shall vote all Shares over which such Shareholder has voting control and shall take all other necessary or desirable actions within such Shareholder’s control (including in its capacity as Shareholder, director. Each , member of a board committee, or officer of the Parties hereto agrees to take such action as is necessary to call Company, or otherwise, and whether at a regular or special meeting of the shareholders of the Company (Shareholders or effect a by written consent in lieu thereofof a meeting) for to remove from the purpose of effecting Board any individual designated by such removal, and at Major Shareholder that such meeting each such Party shall vote Major Shareholder desires to accomplish said result. In the event that any director is removed or shall have resigned or become unable to serve, the Party who had the power to designate such director remove pursuant to this Section 10.1(a) shall have the power to designate a person reasonably qualified to serve on the Board of Directors to fill such vacancy, whereupon each of the Parties hereto, or their successors and assigns, agree to take such action as is necessary to promptly elect such person to fill such vacancy (including, if necessary, calling a special meeting of the shareholders of the Company (or effect a written consent in lieu thereof) and voting all shares owned by the Parties hereto to accomplish such result2.01(c). Except as provided abovein the preceding sentence, unless a Major Shareholder otherwise consents in writing, no Party other Shareholder shall vote in favor of, or otherwise take any actions in respect of, action to cause the removal of any director who shall have been Directors designated or nominated pursuant to Section 10.1(a)by such Major Shareholder. (d) The In the event a vacancy is created on the Board at any time and for any reason (whether as a result of Directors death, disability, retirement, resignation, or removal pursuant to Section 2.01(c)), the Major Shareholder that designated such Director shall have the right to designate a Chairmandifferent individual to replace such Director and each other Shareholder shall vote all Shares over which such Shareholder has voting control and shall take all other necessary or desirable actions within such Shareholder’s control (including in its capacity as Shareholder, director, member of a board committee, or officer of the Company, or otherwise, and each whether at a regular or special meeting of the Founders and the Affiliate Investors shall cause its designee directors(s) to support resolutions and actions Shareholders or by written consent in lieu of a meeting) to elect to the Board of Directors that maintain or appoint to the position of Chairman of the Board of Directors the Chief Executive Officer of the Company. (e) On all actions to be taken and matters to be decided by the Board of Directors, each director shall be entitled to cast one (1) vote, and subject to Section 10.3, the affirmative vote of the directors having a majority of the total voting power represented at a meeting at which a quorum is present shall constitute an act of the Board of Directors. In the case of an equality of votes, the Chairman, if any, or in the absence of the Chairman, a director such individual designated by the Board of Directors to preside at a meeting of the Board of Directors, shall have a second or casting vote in addition to any other vote such person may haveMajor Shareholder.

Board of Directors. (a) As In the event FKWW and the other parties thereto consummate the purchase of the Execution DateCompany Stock from the ▇▇▇▇▇▇▇▇▇ Sellers pursuant to the ▇▇▇▇▇▇▇▇▇ Purchase Agreement prior to the Closing of the Merger, FKWW shall, from and after such closing, be entitled to designate, at its option, upon notice to the Company, up to that number of directors, rounded to the nearest whole number, of the Company's Board of Directors, subject to compliance with Section 14(f) of the Exchange Act, as will make the percentage of the Company's directors designated by FKWW equal to the aggregate voting power of the Shares of Company Stock held by FKWW or any of its Subsidiaries (after giving effect to the conversion of the Class A Stock to Class B Stock and the conversion of any Class C Stock and any Convertible Notes then held by FKWW or its Subsidiaries into Class B Stock); provided, however, that the Company shall not be obligated and need not appoint any designee or designees to the Board of Directors shall consist of the following members: Company who, in the Board's good faith judgment, are not fit to be Directors of the Company; and provided, further, that in the event that FKWW designees are elected to the Board of Directors of the Company, such Board of Directors shall have, until the Effective Time, at least two directors who are Class B Directors on the date of this Agreement (the "Continuing Directors"), and provided, further that, in such event, if the number of Continuing Directors shall be reduced below two for any reason whatsoever, the remaining Continuing Directors shall be permitted to designate an individual to fill such vacancy who would be an "independent director" under the rules of the New York Stock Exchange (such designee to be deemed to be a Continuing Director for purposes of this Agreement) or, if no Continuing Directors then remain, the other directors shall designate two individuals to fill such vacancies who shall not be officers, directors, employees or Affiliates of FKWW or any of its Affiliates and shall otherwise be "independent directors" under the rules of the New York Stock Exchange (each designee to be deemed to be a Continuing Director for purposes of this Agreement). To the fullest extent permitted by applicable law, the Company shall take all actions requested by FKWW which are reasonably necessary to effect the election of any such designee or designees, including the inclusion in the Information Statement, or a separate mailing, of the information required by Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder, and the making of such mailing as part of the Information Statement or otherwise, as requested by FKWW (provided that FKWW shall have provided to the Company on a timely basis all information required to be included with respect to FKWW designees). In connection with the foregoing, the Company will promptly either increase the size of the Company's Board of Directors and/or obtain the resignation of such number of its current directors as is necessary to enable FKWW designees to be elected or appointed to the Company's Board of Directors as provided above. Following the election or appointment of FKWW's designees pursuant to this Section 6.8 and prior to the Effective Time, any amendment, or waiver of any term or condition, of this Agreement or the Amended and Restated Certificate of Incorporation or Restated By-Laws of the Company, any termination of this Agreement by the Company, any extension by the Company of the time for the performance of any of the obligations or other acts of FKWW or FKW Sub or waiver or assertion of any of the Company's rights hereunder, or any other consents or actions by the Board of Directors with respect to this Agreement or the Guaranty, will require, and will require only, the concurrence of a majority of the Continuing Directors, except to the extent that applicable law requires that such action be acted upon by the full Board of Directors, in which case such action will require the concurrence of a majority of the Directors, which majority shall include each of the Continuing Directors, and no other action by the Company shall be required for purposes of this Agreement. After the date of this Agreement, until the earlier of (i) the Chief Executive Officer of the Company; Effective Time, and (ii) the Chief Operating Officer termination of this Agreement, FKWW will not exercise any rights it may have as a stockholder of the Company; (iii) one (1) director appointed by the Chief Executive Officer of the Company; (iv) one (1) Round A Director; (v) one (1) Round B Director; and (vi) one (1) Preferred Share Director (b) Each of the Founders and the Affiliate Investors shall take all actions available Company to it effect a change in its capacity as a shareholder of the Company, to take or cause to be taken all actions available to each that are necessary to maintain the composition of the Board of Directors as set forth in Section 10.1(a). (c) Only the Party who had the power to designate a director pursuant to Section 10.1(a) shall have the power to remove such director. Each of the Parties hereto agrees to take such action as is necessary to call a special meeting of the shareholders of the Company (or effect a written consent in lieu thereof) for the purpose of effecting any such removal, and at such meeting each such Party shall vote to accomplish said result. In the event that any director is removed or shall have resigned or become unable to serve, the Party who had the power to designate such director pursuant to Section 10.1(a) shall have the power to designate a person reasonably qualified to serve on the Board of Directors to fill such vacancy, whereupon each of the Parties hereto, or their successors and assigns, agree to take such action as is necessary to promptly elect such person to fill such vacancy (including, if necessary, calling a special meeting of the shareholders of the Company (or effect a written consent in lieu thereof) and voting all shares owned by the Parties hereto to accomplish such result). Except as provided above, no Party shall vote in favor of, or otherwise take any actions in respect of, the removal of any director who shall have been designated or nominated pursuant to Section 10.1(a). (d) The Board of Directors shall have a Chairman, and each of the Founders and the Affiliate Investors shall cause its designee directors(s) to support resolutions and actions by written consent of the Board of Directors that maintain or appoint to the position of Chairman of the Board of Directors the Chief Executive Officer of the Company, except as provided for in this Section 6.8. (e) On all actions to be taken and matters to be decided by the Board of Directors, each director shall be entitled to cast one (1) vote, and subject to Section 10.3, the affirmative vote of the directors having a majority of the total voting power represented at a meeting at which a quorum is present shall constitute an act of the Board of Directors. In the case of an equality of votes, the Chairman, if any, or in the absence of the Chairman, a director designated by the Board of Directors to preside at a meeting of the Board of Directors, shall have a second or casting vote in addition to any other vote such person may have.

Board of Directors. (a) As Following the Closing, the board of directors of the Execution Date, Company (the Board of Directors “Board”) shall consist of four (4) members (each, a “Director”). (b) Following the following members: Closing, (i) for so long as AIL holds any Class A Shares, AIL shall be entitled to appoint three (3) Directors (the Chief Executive Officer of “AIL Directors”) by written notice to the Company; Company and, (ii) the Chief Operating Officer of the Company; (iii) for so long as Yunfeng holds any Class B Shares, Yunfeng shall be entitled to appoint one (1) director appointed Director (the “YF Director”) by the Chief Executive Officer of written notice to the Company; (iv) one (1) Round A Director; (v) one (1) Round B Director; and (vi) one (1) Preferred Share Director (b) Each . Following the Closing, the Company shall cause the appointment or election of each Director nominated by AIL or Yunfeng to the Founders and the Affiliate Investors shall take all actions available to it in its capacity as a shareholder of the Company, to take or cause to be taken all actions available to each that are necessary to maintain the composition of the Board of Directors as set forth in Section 10.1(a)Board. (c) Only For so long as AIL has the Party who had right to appoint the power to designate a director AIL Directors pursuant to Section 10.1(a4.1(b), (i) in the event that a vacancy is created at any time by the death, disability, retirement, resignation or removal (with or without cause) of any such AIL Director, AIL shall have the power right to remove appoint a replacement to fill such directorvacancy by written notice to the Company, and the Company, subject to applicable Law, shall take all necessary or desirable actions as may be required under applicable Law to cause the individual appointed by AIL to be registered as a Director in the Company’s register of directors, and (ii) the Company shall not take any action to cause the removal of such AIL Director without cause unless it is directed to do so by AIL, and if the Company is so directed, the Company shall take all necessary or desirable actions to effect such removal. Each of In addition, for so long as AIL has the Parties hereto agrees right to take appoint any Person as an AIL Director, any such action as is necessary AIL Director may appoint at any time an alternate (an “AIL Alternate Attendee”) to call attend a special meeting of the shareholders Board in lieu of such AIL Director, and in such an event, such AIL Alternate Attendee shall be entitled to attend such meeting of the Company (or effect a written consent Board, receive copies of materials provided to the Board, count for quorum purposes and be entitled to vote at such meeting, in each case, in lieu thereofof such AIL Director. (d) For so long as Yunfeng has the right to appoint the YF Director pursuant to Section 4.1(b), (i) in the event that a vacancy is created at any time by the death, disability, retirement, resignation or removal (with or without cause) of such YF Director, Yunfeng shall have the right to appoint a replacement to fill such vacancy by written notice to the Company, and the Company, subject to applicable Law, shall take all necessary or desirable actions as may be required under applicable Law to cause the individual appointed by Yunfeng to be registered as a Director in the Company’s register of directors, and (ii) the Company shall not take any action to cause the removal of such YF Director without cause unless it is directed to do so by Yunfeng, and if the Company is so directed, the Company shall take all necessary or desirable actions to effect such removal. In addition, for so long as Yunfeng has the purpose of effecting right to appoint any Person as a YF Director, any such removalYF Director may appoint at any time an alternate (an “YF Alternate Attendee”) to attend a meeting of the Board in lieu of such YF Director, and in such an event, such YF Alternate Attendee shall be entitled to attend such meeting of the Board, receive copies of materials provided to the Board, count for quorum purposes and be entitled to vote at such meeting meeting, in each case, in lieu of such Party shall vote to accomplish said resultYF Director. In the event that Yunfeng no longer has the right to appoint any director is removed or shall have resigned or become unable to serve, the Party who had the power to designate such director YF Director pursuant to Section 10.1(a) 4.1(b), it shall have immediately cause the power YF Director to designate a person reasonably qualified to serve on resign from the Board of Directors to fill such vacancyBoard, whereupon each of the Parties hereto, or their successors and assigns, agree to take such action as is necessary to promptly elect such person to fill such vacancy (including, if necessary, calling a special meeting of the shareholders of the Company (or effect a written consent in lieu thereof) and voting all shares owned by the Parties hereto to accomplish such result). Except as provided above, no Party shall vote in favor of, or otherwise take any actions in respect of, the removal of any director who shall have been designated or nominated pursuant to Section 10.1(a). (d) The Board of Directors shall have a Chairman, and each of the Founders and the Affiliate Investors shall cause its designee directors(s) to support resolutions and actions by written consent of the Board of Directors that maintain or appoint to the position of Chairman of the Board of Directors the Chief Executive Officer of the Company. (e) On all actions to be taken and matters to be decided by the Board of Directors, each director shall be entitled to cast one (1) vote, and subject take all necessary actions to Section 10.3, immediately remove the affirmative vote of YF Director from the directors having a majority of the total voting power represented at a meeting at which a quorum is present shall constitute an act of the Board of Directors. In the case of an equality of votes, the Chairman, if any, or in the absence of the Chairman, a director designated by the Board of Directors to preside at a meeting of the Board of Directors, shall have a second or casting vote in addition to any other vote such person may haveBoard.

Board of Directors. (a) As For so long as SGASH holds shares of Common Stock representing at least forty percent (40%) of all Common Stock outstanding, the Execution DateCompany’s board of directors (the “Board of Directors”) shall be comprised of not more than eight directors, two of whom shall be designated by SGASH. (b) For so long as SGASH holds shares of Common Stock representing at least ten percent (10%) (but less than forty percent (40%)) of all Common Stock outstanding, the Board of Directors shall consist be comprised of the following members: (i) the Chief Executive Officer not more than seven directors, one of the Company; (ii) the Chief Operating Officer of the Company; (iii) one (1) director appointed whom shall be designated by the Chief Executive Officer of the Company; (iv) one (1) Round A Director; (v) one (1) Round B Director; and (vi) one (1) Preferred Share Director (b) Each of the Founders and the Affiliate Investors shall take all actions available to it in its capacity as a shareholder of the Company, to take or cause to be taken all actions available to each that are necessary to maintain the composition of the Board of Directors as set forth in Section 10.1(a)SGASH. (c) Only the Party who had the power SGASH agrees that, so long as it has a right to designate a director pursuant to directors under this Section 10.1(a) shall have the power to remove such director. Each of the Parties hereto agrees to take such action as is necessary to call a special meeting of the shareholders of the Company 2.1, it will not engage in any actions (or effect a written consent in lieu thereofincluding proxy solicitations) for the purpose of effecting any such removal, and at such meeting each such Party shall vote to accomplish said result. In increasing the event that any director is removed or shall have resigned or become unable to serve, the Party who had the power to designate such director pursuant to Section 10.1(a) shall have the power to designate a person reasonably qualified to serve number of its designated directors on the Board of Directors to fill such vacancy, whereupon each in excess of the Parties hereto, or their successors and assigns, agree to take such action as is necessary to promptly elect such person to fill such vacancy (including, if necessary, calling a special meeting of the shareholders of the Company (or effect a written consent limits set forth in lieu thereofSections 2.1(a) and voting all shares owned by the Parties hereto to accomplish such result). Except as provided above, no Party shall vote in favor of, or otherwise take any actions in respect of, the removal of any director who shall have been designated or nominated pursuant to Section 10.1(a(b). (d) SGASH’s right to designate directors under this Section 2.1 shall cease as of the date that its holdings of shares of Common Stock represent less than ten percent (10%) of all Common Stock outstanding. SGASH promptly shall cause one of its designated directors to resign following the date that its holdings of shares of Common Stock represent less than forty percent (40%) of all Common Stock outstanding and its remaining designated director to resign following the date that its holdings of shares of Common Stock represent less than ten percent (10%) of all Common Stock outstanding. (e) The Company shall take all actions necessary to nominate (or cause its nominating committee to nominate), or to cause the Board of Directors shall have a Chairmanto approve and appoint, and each of the Founders and the Affiliate Investors shall cause its designee directors(s) designees described above to support resolutions and actions by written consent be members of the Board of Directors that maintain or appoint to the position of Chairman of the Board of Directors the Chief Executive Officer of in accordance with the Company. (e) On ’s nominating committee policies and procedures applicable to all actions to be taken and matters to be decided by the Board of Directors, each director shall be entitled to cast one (1) vote, and subject to Section 10.3, the affirmative vote of the directors having a majority of the total voting power represented at a meeting at which a quorum is present shall constitute an act of the Board of Directors. In the case of an equality of votes, the Chairman, if any, or in the absence of the Chairman, a director designated by the Board of Directors to preside at a meeting nominees of the Board of Directors, promptly after their designation by SGASH; provided that such designee is reasonably acceptable to the Board of Directors and its nominating committee in the exercise of its fiduciary duties. The Company will deliver to each director designated by SGASH copies of all papers that may be distributed from time to time to the other directors of the Company at such time as such papers are so distributed to them. (f) In the event that a vacancy is created on the Board of Directors at any time by the death, disability, retirement, resignation or removal of any member of the Board of Directors who was designated by SGASH pursuant to this Section 2.1 and, at such time, SGASH still has the right to designate such director, the Company agrees to promptly take such actions as will result in the nomination or appointment as a director of an individual designated by SGASH to fill such vacancy and serve as a director. (g) In the event that the percentage of ▇▇▇▇▇ Inc.’s outstanding Common Stock owned by SGASH is reduced as described in Section 2.4(a)(iv) of this Agreement, the ownership thresholds applicable in this Section 2.1 shall have a second or casting vote in addition be calculated without giving effect to any other vote the issuance of Common Stock of ▇▇▇▇▇ Inc. that caused such person may havereduction.

Board of Directors. (a) As Until the provisions of this Section 2 cease to be effective, to the extent permitted by law, each Stockholder shall vote all voting securities of the Execution DateCompany over which such Stockholder has voting control, the Board and shall take all other necessary or desirable actions within such Stockholder's control (whether in such Stockholder's capacity as a stockholder, director, member of Directors shall consist a board committee or officer of the following membersCompany or otherwise, and including, without limitation, attendance at meetings in Person or by proxy for purposes of obtaining a quorum and execution of written consents in lieu of meetings), and the Company shall take all necessary and desirable actions within its control (including, without limitation, calling special board and stockholder meetings), so that: (i) the authorized number of directors on the Board shall mutually be established at eight. There will be two Executive Directors, three BRS Directors and three 399 Venture Directors (in each case as defined below), in each case to be designated as follows: (A) Certain employees of the Company shall serve as directors (the "Executive Directors"). The Executive Directors will be: (1) ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, for so long as he is the duly elected and acting Chairman of the Board and Chief Executive Officer of the Company;; and (2) ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, for so long as he is the duly elected and acting Chief Administrative Officer of the Company; provided, that any Executive Director no longer so elected and acting in such positions shall be removed as a director of the Company, and shall be replaced with a director designated by the holders of a majority of the Executive Shares (excluding, for this purpose, such Executive Director). (B) The holders of a majority of the 399 Venture Stockholder Shares will be entitled to designate three directors (the "399 Venture Directors"). (C) The holders of a majority of the BRS Stockholder Shares will entitled to designate three directors (the "BRS Directors"). (ii) if the Chief Operating Officer Board so requests at any time, the composition of the board of directors of each of the Company's Subsidiaries (a "Sub Board") shall be the same as that of the Board; (iii) the Board and each Sub Board shall create a Compensation Committee, which shall consist of one (1) director appointed by the Chief 399 Venture Director, one BRS Director, and one Executive Officer of the CompanyDirector; (iv) any committees of the Board or a Sub Board (other than the Compensation Committee) shall be created only upon the approval of a majority of the voting power of the Board (which majority must include the approval of the BRS Directors and the 399 Venture Directors) and the composition of each such committee (if any) shall consist of one (1) Round A 399 Venture Director, one BRS Director, and one Executive Director; (v) one any director shall be removed from the Board, a Sub Board or any committee thereof (1with or without cause) Round B Directorat the written request of the Stockholder or Stockholders which have the right to designate such a director hereunder, but only upon such written request and under no other circumstances (in each case, determined on the basis of a vote or consent of the Stockholders referred to in clause (i)(A), (i)(B) or (i)(C) above, as the case may be); andprovided, that in no case may the directors referred to in clauses (i)(A)(1) and (i)(A)(2) above be removed from the Board or Sub Board as long as such directors are duly elected and acting in the offices set forth in clauses (i)(B)(1) and (i)(B)(2), respectively; (vi) one in the event that any representative designated hereunder for any reason ceases to serve as a member of the Board or a Sub Board or any committee thereof during such representative's term of office, the resulting vacancy on the Board or such Sub Board or committee shall be filled by a representative designated by the Stockholders referred to in clause (1i)(A), (i)(B) Preferred Share Directoror (i)(C), as the case may be. (b) Each of the Founders and the Affiliate Investors shall take all actions available to it in its capacity as a shareholder of the Company, to take or cause to be taken all actions available to each that are necessary to maintain the composition of the Board of Directors Except as set forth in Section 10.1(a)5 of this Agreement, each action of the Board or such Sub Board shall require the approval of a majority of the Board and the approval of the BRS Directors and the 399 Venture Directors voting on such action to constitute an action of the Board, or of any Sub Board. (c) Only The Company shall pay the Party who had reasonable out-of-pocket expenses incurred by each director in connection with attending the power meetings of the Board or any Sub Board and any committee thereof. (d) If any party fails to designate a director representative to fill a directorship pursuant to the terms of this Section 10.1(a) 2, the election of a Person to such directorship shall have be accomplished in accordance with the power to remove such director. Each Company's bylaws, certificate of the Parties hereto agrees to take such action as is necessary to call a special meeting of the shareholders of the Company (or effect a written consent in lieu thereof) for the purpose of effecting any such removalincorporation, and at such meeting each such Party shall vote to accomplish said resultapplicable law. In the event that any director provision of the Company's bylaws or certificate of incorporation is removed or shall have resigned or become unable to serveinconsistent with any provision of this Section 2, the Party who had the power to designate such director pursuant to Section 10.1(a) Stockholders shall have the power to designate a person reasonably qualified to serve on the Board of Directors to fill such vacancy, whereupon each of the Parties hereto, or their successors and assigns, agree to take such action as is may be necessary to promptly elect amend any such person to fill such vacancy (including, if necessary, calling a special meeting of the shareholders of the Company (or effect a written consent provision in lieu thereof) and voting all shares owned by the Parties hereto to accomplish such result). Except as provided above, no Party shall vote in favor of, or otherwise take any actions in respect of, the removal of any director who shall have been designated or nominated pursuant to Section 10.1(a). (d) The Board of Directors shall have a Chairman, and each of the Founders and the Affiliate Investors shall cause its designee directors(s) to support resolutions and actions by written consent of the Board of Directors that maintain or appoint to the position of Chairman of the Board of Directors the Chief Executive Officer of the Company's bylaws or certificate of incorporation to remedy such inconsistency. (e) On all actions to be taken and matters to be decided by the Board of Directors, each director shall be entitled to cast one (1) vote, and subject to Section 10.3, the affirmative vote of the directors having a majority of the total voting power represented at a meeting at which a quorum is present shall constitute an act of the Board of Directors. In the case of an equality of votes, the Chairman, if any, or in the absence of the Chairman, a director designated by the Board of Directors to preside at a meeting of the Board of Directors, shall have a second or casting vote in addition to any other vote such person may have.

Board of Directors. (a) As Subject to Section 10(i), the business and affairs of the Execution Date, Company shall be managed by or under the direction of the Board and not by or under the direction of any EFH Group member or any officer or employee thereof. The Board shall have eleven (11) Directors (subject to reduction as provided below), each of which shall consist of the following membersbe a natural person: (i) two (2) of which Directors (x) prior to a Trigger Event (I) will be designated by the Chief Executive Officer Minority Member (or its Permitted Transferee), and indirectly through the Minority Member (or its Permitted Transferee) (pursuant to the applicable provisions set forth in the limited liability company agreement or similar governing document(s) of the Minority Member or its Permitted Transferee) solely by a Person or Persons (each, a “Non-Parent Affiliated Investor”) each of whom (1) directly or indirectly has a limited liability company interest in the Minority Member (or its Permitted Transferee) and (2) does not hold any Direct or Indirect EFH Interest and (II) shall be an employee or representative of a Non-Parent Affiliated Investor and (y) following a Trigger Event will be designated by the Minority Member (or its Permitted Transferee) as it determines in its sole discretion (any Director meeting the foregoing requirements, a “Minority Member Director”, and together with the Directors nominated by the Initial Member and the Director who is an officer of the Company, the “Member Directors”); provided, however, that (A) if the Minority Member (together with its Permitted Transferees) holds less than 15% of the then aggregate outstanding LLC Units but not less than 7.5% of the then aggregate outstanding LLC Units, the Minority Member (or its Permitted Transferee) will designate one (1) Minority Member Director and (B) if the Minority Member (together with its Permitted Transferees) holds less than 7.5% of the then aggregate outstanding LLC Units, the Minority Member (or its Permitted Transferee) will not be entitled to designate any Directors. In the event that, in accordance with the immediately preceding sentence, the Minority Member (or its Permitted Transferee) (A) has the ability to designate only one (1) Director, or (B) does not have the ability to designate any Directors, then the total number of Directors shall be reduced accordingly (i.e., by the number of Directors that the Minority Member (or its Permitted Transferee) is no longer entitled to designate); (ii) six (6) of which Directors will be Independent Directors (two of which will be Special Independent Directors) designated by the Chief Operating Officer Initial Member only at the direction, in writing, of the Companynominating committee of the Initial Member’s board of directors; (iii) one two (12) director appointed of which Directors will be Member Directors designated by the Chief Executive Officer Initial Member, only at the direction, in writing, of the Company;board of directors of the sole member of the Initial Member; and (iv) one (1) Round A Director; of which Directors will be an officer of the Company designated by the Initial Member only at the direction, in writing, of the board of directors of the sole member of the Initial Member. The eleven (v11) one Directors as of the date hereof are listed on Schedule D hereto. Each Director elected, designated, nominated or appointed in accordance with this Agreement shall hold office (1) Round B until a successor is elected, designated, nominated or appointed and qualified in accordance with this Agreement, (2) in the case of an Independent Director or a Special Independent Director; and , until such Director fails to qualify as an Independent Director or Special Independent Director, as applicable, (vi3) in the case of a Minority Member Director, until such Director fails to qualify as a Minority Member Director or (4) until such Director’s earlier death, resignation, expulsion or removal. Each Director shall execute and deliver the Management Agreement. No Director shall be required to be a Member. No Director may concurrently serve as a director of any Subsidiary of Texas Competitive Electric Holdings Company LLC, including any entity that Luminant Holding Company LLC or TXU Energy Company LLC controls. In addition to the right to designate Minority Member Directors as provided in Section 10(a)(i), prior to a Trigger Event, the Minority Member shall also have the right, so long as the Minority Member is a Principal Member to designate one non-voting observer to the Board (1the “Board Observer”) Preferred Share Director (b) Each who will be entitled to attend all meetings of the Founders Board and receive copies of all notices and other materials provided to the Affiliate Investors Board, provided that the Board Observer shall take all have no voting rights with respect to actions available taken or elected not to it be taken by the Board, and provided, further, that the Company (x) shall be entitled to exclude the Board Observer from such portions of a Board meeting to the extent the Board reasonably determines, after consulting with counsel, that the Board Observer’s presence would be reasonably likely to result in the waiver of attorney-client privilege and (y) shall exclude the Board Observer from that portion of any meeting of the Board related to the discussion of any dividends or distributions to be made by the Company to holders of LLC Units or any transaction contemplated to be entered into between the Company and/or any of its capacity Subsidiaries, on the one hand, and any member of the EFH Group, on the other hand. Notwithstanding anything to the contrary in Section 10(a)(i), prior to a Trigger Event, in respect of any Minority Member Director (other than a Minority Member Director who is an employee of OMERS Administration Corporation, Borealis Infrastructure Management Inc. or any of their Affiliates), in the event that a majority of the Independent Directors reasonably determine that such Minority Member Director’s status as a shareholder Director is reasonably likely to result in any downgrade of the Company’s credit ratings, the Minority Member agrees to take or cause remove such Person as a Minority Member Director and to be taken all actions available to each appoint another Person in replacement of such removed Minority Member Director that are necessary to maintain would comply with the composition of the Board of Directors as requirements set forth in Section 10.1(a10(a)(i). If necessary under applicable law, each Member agrees to vote its LLC Units to effectuate the provisions of this Section 10(a). (c) Only the Party who had the power to designate a director pursuant to Section 10.1(a) shall have the power to remove such director. Each of the Parties hereto agrees to take such action as is necessary to call a special meeting of the shareholders of the Company (or effect a written consent in lieu thereof) for the purpose of effecting any such removal, and at such meeting each such Party shall vote to accomplish said result. In the event that any director is removed or shall have resigned or become unable to serve, the Party who had the power to designate such director pursuant to Section 10.1(a) shall have the power to designate a person reasonably qualified to serve on the Board of Directors to fill such vacancy, whereupon each of the Parties hereto, or their successors and assigns, agree to take such action as is necessary to promptly elect such person to fill such vacancy (including, if necessary, calling a special meeting of the shareholders of the Company (or effect a written consent in lieu thereof) and voting all shares owned by the Parties hereto to accomplish such result). Except as provided above, no Party shall vote in favor of, or otherwise take any actions in respect of, the removal of any director who shall have been designated or nominated pursuant to Section 10.1(a). (d) The Board of Directors shall have a Chairman, and each of the Founders and the Affiliate Investors shall cause its designee directors(s) to support resolutions and actions by written consent of the Board of Directors that maintain or appoint to the position of Chairman of the Board of Directors the Chief Executive Officer of the Company. (e) On all actions to be taken and matters to be decided by the Board of Directors, each director shall be entitled to cast one (1) vote, and subject to Section 10.3, the affirmative vote of the directors having a majority of the total voting power represented at a meeting at which a quorum is present shall constitute an act of the Board of Directors. In the case of an equality of votes, the Chairman, if any, or in the absence of the Chairman, a director designated by the Board of Directors to preside at a meeting of the Board of Directors, shall have a second or casting vote in addition to any other vote such person may have.

Board of Directors. (a) As From and after the Closing (as defined in the Securities Purchase and Redemption Agreement) and until the provisions of this paragraph 1 cease to be effective, each Investor shall vote all of his Stockholder Shares (as defined in paragraph 8 hereof) and any other voting securities of the Execution DateCompany over which such Stockholder has voting control and will take all other necessary or desirable actions within his control (whether in his capacity as a stockholder, the Board director, member of Directors shall consist a board committee or officer of the following membersCompany or otherwise), and the Company will take all necessary and desirable actions within its control, in order to cause: (i) subject to paragraph 1(g) below, the Chief Executive Officer authorized number of directors on the CompanyBoard to be established at nine (9) directors, or in the event the condition in 1(f) below is satisfied, the authorized number of directors on the Board will be established at eight (8); (ii) the Chief Operating Officer election to the Board of (A) five (5) representatives designated by Lee (▇▇e "Lee Directors"); (B) each of the then current chairman and president of the Partnership (the "Executive Directors"); (C) two (2) representatives designated by CIVC (the "CIVC Directors"); and (D) one (1) CIVC Director to be a voting member of the Board's audit committee, compensation committee, and executive committee. (iii) the removal from the Board (with or without cause) of any representative designated hereunder by Lee, ▇▇VC, or by the Executives at the written request of Lee, ▇▇VC, or the Executives, respectively, but only upon such written request and under no other circumstances (in each case, determined on the basis of a vote of the holders of a majority of the Common Units held by such persons, respectively), provided that if any director elected pursuant to (ii)(B) above ceases to be an employee of the Partnership he shall be removed as a director promptly after his employment ceases; and (iv) in the event that any representative designated hereunder by CIVC, Lee, ▇▇ by the Executives for any reason ceases to serve as a member of the Board during his term of office or until any such representative is initially designated, the resulting vacancy on the Board to be filled by a representative designated by CIVC, Lee, ▇▇ the Executives, respectively, as provided hereunder, without any further action by the stockholders of the Company. (b) The Company shall pay the reasonable out-of-pocket expenses incurred by each director in connection with attending the meetings of the Board and any committee thereof. (c) The right of Lee ▇▇▇er this paragraph 1 will terminate at such time as Lee ▇▇▇ its Permitted Transferees (as defined in paragraph 2(e) hereof) hold in the aggregate less than 30% of the Common Units held by such persons on the date hereof. (d) The rights of CIVC under this paragraph 1 will terminate at such time as CIVC and its Permitted Transferees (as defined in paragraph 2(e) hereof) hold in the aggregate less than 30% of the Common Units held by such persons on the date hereof. (e) The Board will not directly or indirectly approve or permit the Company or the Partnership to take, engage or participate in any of the following activities without the express approval of at least one of the CIVC Directors or at least one of the Executive Directors: (i) transfer of any material assets, business, or shares of any subsidiaries; (ii) convert to corporate form (or take other action having the effect of preventing the Partnership from being treated as a partnership for federal and state income tax purposes) other than in connection with a Qualified Public Offering or any merger, consolidation or reorganization of the Company or the Partnership that is not part of a Sale of the Company or Sale of the Partnership other than a merger, consolidation or reorganization of any blocker corporation established by Lee ▇▇▇o the Company; (iii) one (1) director appointed by any amendment to the Chief Executive Officer Partnership's Partnership Agreement or the Company's Certificate of Incorporation or bylaws which is material or has adverse impact on any of the CompanyInvestors; (iv) one incur any indebtedness if after giving effect thereto the Partnership would have an aggregate amount of indebtedness in excess of 5.5 times the Partnership's trailing twelve (112) Round A Directormonths EBITDA (on a pro forma basis giving effect to any acquisition completed on or before the date such proposed indebtedness is incurred) provided, however, that this subparagraph (iv) shall not restrict (a) working capital borrowings in the ordinary course of business pursuant to a committed facility in effect as of Closing or entered into after Closing in compliance with this subparagraph (iv); (b) indebtedness incurred under committed facilities existing on the Closing in connection with add-on acquisitions permitted under subparagraph (x) below, or (c) refinancings which do not increase the aggregate amount of the Partnership's indebtedness outstanding as of the date of any such refinancing; (v) one (1) Round B Director; andenter into any hedging agreements outside the ordinary course of business; (vi) one enter into any new agreement or transaction or amend any existing agreement with Lee ▇▇ any party affiliated with, related to, or directly or indirectly employed or owned by Lee ▇▇ any of its affiliates; (1vii) Preferred Share Directorappoint auditors; (viii) liquidate or wind up its affairs other than directly as a part of a Sale of the Company or Sale of the Partnership; (ix) terminate any Executive, hire any other key executive or take any action which results in a material diminution in compensation or responsibility of any Executive or other key executives; (x) make any material investment or acquisition other than acquisitions in the yellow pages business for an aggregate purchase price (including assumed liabilities, deferred payments, earnouts, and similar payments) less than $10 million in any transaction or series of related transactions; and/or (xi) redeem or repurchase any shares of the Company or any partnership interests of the Partnership other than (a) on a pro rata redemption in which CIVC participates or (b) Each repurchases Securities from management pursuant to the terms of the Founders Executive Agreement. (f) Notwithstanding anything herein to the contrary other than paragraph 1(c), if at any time Lee (▇▇gether with its Permitted Transferees) owns less Partnership Securities or Stockholder Shares than the amount of Partnership Securities or Stockholder Shares then owned by CIVC, the Executives, and the Affiliate Investors shall take all actions available to it in its capacity their respective Permitted Transferees (taken as a shareholder group), then (i) the number of Lee ▇▇▇ectors will be reduced from five (5) to three (3), and (ii) the Company, number of CIVC Directors will be increased from two (2) to take or cause to be taken all actions available to each that are necessary to maintain the composition of the Board of Directors as set forth in Section 10.1(athree (3). (cg) Only The provisions of this paragraph 1 will terminate automatically and be of no further force and effect upon the Party who had first to occur of (i) the power to designate a director pursuant to Section 10.1(a) shall have the power to remove such director. Each tenth anniversary of the Parties date hereof unless extended by the parties hereto agrees to take such action as is necessary to call a special meeting in accordance with Section 218 of the shareholders of the Company Delaware General Corporation Law or (or effect ii) a written consent Qualified Public Offering (as defined in lieu thereof) for the purpose of effecting any such removal, and at such meeting each such Party shall vote to accomplish said result. In the event that any director is removed or shall have resigned or become unable to serve, the Party who had the power to designate such director pursuant to Section 10.1(a) shall have the power to designate a person reasonably qualified to serve on the Board of Directors to fill such vacancy, whereupon each of the Parties hereto, or their successors and assigns, agree to take such action as is necessary to promptly elect such person to fill such vacancy (including, if necessary, calling a special meeting of the shareholders of the Company (or effect a written consent in lieu thereof) and voting all shares owned by the Parties hereto to accomplish such result). Except as provided above, no Party shall vote in favor of, or otherwise take any actions in respect of, the removal of any director who shall have been designated or nominated pursuant to Section 10.1(aparagraph 8 hereof). (d) The Board of Directors shall have a Chairman, and each of the Founders and the Affiliate Investors shall cause its designee directors(s) to support resolutions and actions by written consent of the Board of Directors that maintain or appoint to the position of Chairman of the Board of Directors the Chief Executive Officer of the Company. (e) On all actions to be taken and matters to be decided by the Board of Directors, each director shall be entitled to cast one (1) vote, and subject to Section 10.3, the affirmative vote of the directors having a majority of the total voting power represented at a meeting at which a quorum is present shall constitute an act of the Board of Directors. In the case of an equality of votes, the Chairman, if any, or in the absence of the Chairman, a director designated by the Board of Directors to preside at a meeting of the Board of Directors, shall have a second or casting vote in addition to any other vote such person may have.

Board of Directors. (a) As Until the provisions of this Section 2 cease to be effective, to the extent permitted by law, each Stockholder shall vote all voting securities of the Execution DateCompany over which such Stockholder has voting control, the Board and shall take all other necessary or desirable lawful actions within such Stockholder's control (whether in such Stockholder's capacity as a stockholder, director, member of Directors shall consist a board committee or officer of the following membersCompany or otherwise, and including, without limitation, attendance at meetings in person or by proxy for purposes of obtaining a quorum and execution of written consents in lieu of meetings), and the Company and its Subsidiaries shall take all necessary and desirable actions within their control (including, without limitation, calling special board and stockholder meetings), so that: (i) the authorized number of directors of the Board shall be established and maintained at seven (7) and will be designated as follows: (A) five (5) directors shall be designated by the holders of a majority of the BRS Shares (the "BRS Directors") who shall initially include Step▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇ Haro▇▇ ▇. ▇▇▇▇▇▇;(▇) Rich▇▇▇ ▇. ▇▇▇▇▇▇▇▇ ▇▇▇ll be a director of the Company for so long as he is the duly elected and acting Chief Executive Officer of the Company; (ii) , and thereafter such directorship shall be held by the duly elected Chief Operating Executive Officer of the Company; , and (iiiC) one (1) director appointed shall be designated by the Chief Executive Officer of the Company and subject to the approval of the remainder of the Board who shall initially be Dani▇▇ ▇. ▇'▇▇▇▇▇▇▇▇. (ii) the composition of the board of directors (or similar bodies) of each of the Company's Subsidiaries (a "Sub Board") shall be the same as that of the Board; (iii) any committees of the Board or a Sub Board shall be created only upon the approval of a majority of the voting power of the Board and the composition of each such committee (if any) shall consist of not more than three Persons, at least one of which will be a BRS Director; (iv) one any director shall be removed from the Board, a Sub Board or any committee thereof (1with or without cause) Round A Director;at the written request of the Stockholder or Stockholders which have the right to designate such director hereunder, but only upon such written request and under no other circumstances; provided, that the holders of Stockholder Shares may remove any director for cause, but the replacement director may only be designated by the Stockholders which have the right to designate such director hereunder; and (v) one in the event that any representative designated hereunder for any reason ceases to serve as a member of the Board or a Sub Board or any committee thereof during such representative's term of office, the resulting vacancy on the Board or such Sub Board or committee shall be filled by a representative designated by the Stockholders referred to in clause (1) Round B Director; and (vi) one (1) Preferred Share Directori). (b) Each of The Company shall pay the Founders and reasonable out-of-pocket expenses incurred by each director in connection with attending the Affiliate Investors shall take all actions available to it in its capacity as a shareholder of the Company, to take or cause to be taken all actions available to each that are necessary to maintain the composition meetings of the Board or any Sub Board and any committee thereof. In addition, the Company shall pay such additional compensation to directors who are not employees of Directors the Company or any of its Subsidiaries as set forth in Section 10.1(a)the Board so determines. (c) Only the Party who had the power If any party fails to designate a director representative to fill a directorship pursuant to the terms of this Section 10.1(a) 2, the election of a Person to such directorship shall have be accomplished in accordance with the power to Company's bylaws and applicable law (provided that such party may subsequently remove and replace such director. Each of the Parties hereto agrees to take such action as is necessary to call a special meeting of the shareholders of the Company (or effect a written consent in lieu thereof) for the purpose of effecting any such removal, and at such meeting each such Party shall vote to accomplish said resultPerson). In the event that any director provision of the Company's bylaws or articles of incorporation is removed or shall have resigned or become unable to serveinconsistent with any provision of this Section 2, the Party who had the power to designate such director pursuant to Section 10.1(a) Stockholders shall have the power to designate a person reasonably qualified to serve on the Board of Directors to fill such vacancy, whereupon each of the Parties hereto, or their successors and assigns, agree to take such action as is may be necessary to promptly elect amend any such person provision in the Company's bylaws or certificate of incorporation to fill remedy such vacancy (including, if necessary, calling a special meeting of the shareholders of the Company (or effect a written consent in lieu thereof) and voting all shares owned by the Parties hereto to accomplish such result). Except as provided above, no Party shall vote in favor of, or otherwise take any actions in respect of, the removal of any director who shall have been designated or nominated pursuant to Section 10.1(a)inconsistency. (d) The Board provisions of Directors this Section 2 shall have terminate automatically and be of no further force and effect upon the consummation of a Chairman, and each of the Founders and the Affiliate Investors shall cause its designee directors(s) to support resolutions and actions by written consent of the Board of Directors that maintain or appoint to the position of Chairman of the Board of Directors the Chief Executive Officer of the CompanyQualified Public Offering. (e) On all actions to be taken and matters to be decided by the Board of Directors, each director shall be entitled to cast one (1) vote, and subject to Section 10.3, the affirmative vote of the directors having a majority of the total voting power represented at a meeting at which a quorum is present shall constitute an act of the Board of Directors. In the case of an equality of votes, the Chairman, if any, or in the absence of the Chairman, a director designated by the Board of Directors to preside at a meeting of the Board of Directors, shall have a second or casting vote in addition to any other vote such person may have.

Board of Directors. (a) As So long as the provisions of this Article V remain in effect and in --------- accordance with provisions of Section 5.02 of this Agreement and Section 2.4 of ------------ the Certificate of Designation, each Holder will vote, or give or withhold consent with respect to, all shares of Capital Stock of the Execution DateCompany now owned or later acquired by such party so that at all times the Persons designated to serve as members of the Board of Directors by the Holders pursuant to the provisions of this Article V will be elected and remain members of the Board of --------- Directors; provided, however, that the Holders will not have any obligation to -------- ------- designate, or to cause any individual to serve as, a Holder Representative. No director designated by any Holder or Holders pursuant to the provisions of this Article V may be removed from the Board of Directors by any party to this --------- Agreement without the prior written consent of such Holder or Holders, as applicable. Any Holder may, at any time, terminate its rights under this Article ------- V by providing written notice of such termination to the Company and each other - Holder. (b) If any director elected to the Board of Directors after being designated as a candidate for membership by the Persons entitled to designate candidates pursuant to this Article V dies, resigns, is removed or otherwise --------- ceases to serve as a member of the Board of Directors, then the Company shall give notice thereof to the Person entitled to designate such candidate, and such Person shall promptly designate a successor and notify the Board of Directors of its selection, and the Board of Directors shall consist act promptly to fill the vacancy with such designee in accordance with the Company's bylaws and applicable law; provided, however, that no director designated as a candidate for membership by -------- ------- any Holder or Holders pursuant to the provisions of this Article V may be --------- removed by any party to this Agreement without the prior written consent of such Holder or Holders, as applicable. (c) Within five (5) days after a record date is set for any annual meeting for the election of directors or for the mailing of any consent solicited for such purpose, the Secretary of the following members:Company shall notify each Person entitled to designate candidates pursuant to the terms hereof of the upcoming election and anticipated date thereof and shall request that each Person entitled to designate candidates take all necessary action to designate its candidate(s). Each Person entitled to designate candidates pursuant to the terms hereof shall notify the Secretary of the Company at least ten (10) days before such election of such Person's respective candidate(s). A failure by a Person entitled to designate candidates pursuant to the terms hereof to provide such notification shall be deemed to be a designation by such Person of the same candidates, if any, as were last designated by such Person. Any designation pursuant to this Section 5.03(c) --------------- shall be made in writing. (id) The parties hereto hereby agree to cast their votes for, or to give their written consent to, the Chief Executive Officer removal of the Company; (ii) the Chief Operating Officer of the Company; (iii) one (1) director appointed by the Chief Executive Officer of the Company; (iv) one (1) Round A Director; (v) one (1) Round B Director; and (vi) one (1) Preferred Share Director (b) Each of the Founders and the Affiliate Investors shall take all actions available to it in its capacity as a shareholder of the Company, to take or cause to be taken all actions available to each that are necessary to maintain the composition member of the Board of Directors as set forth at any time upon receipt of instructions in Section 10.1(a)writing to such effect signed by the Person entitled to designate that member pursuant to the terms hereof. (c) Only the Party who had the power to designate a director pursuant to Section 10.1(a) shall have the power to remove such director. Each of the Parties hereto agrees to take such action as is necessary to call a special meeting of the shareholders of the Company (or effect a written consent in lieu thereof) for the purpose of effecting any such removal, and at such meeting each such Party shall vote to accomplish said result. In the event that any director is removed or shall have resigned or become unable to serve, the Party who had the power to designate such director pursuant to Section 10.1(a) shall have the power to designate a person reasonably qualified to serve on the Board of Directors to fill such vacancy, whereupon each of the Parties hereto, or their successors and assigns, agree to take such action as is necessary to promptly elect such person to fill such vacancy (including, if necessary, calling a special meeting of the shareholders of the Company (or effect a written consent in lieu thereof) and voting all shares owned by the Parties hereto to accomplish such result). Except as provided above, no Party shall vote in favor of, or otherwise take any actions in respect of, the removal of any director who shall have been designated or nominated pursuant to Section 10.1(a). (de) The Board of Directors shall have a Chairman, and each of the Founders and the Affiliate Investors shall cause its designee directors(s) no right to support resolutions and actions by written consent of fill any vacancy on the Board of Directors that maintain or appoint for which any Person has the right to designate a candidate pursuant to the position of Chairman terms hereof unless such vacancy is filled by the designee of the Board of Directors Person having the Chief Executive Officer of the Companyright to so designate such director. (ef) On All rights granted to all actions Holders pursuant to be taken and matters to be decided by the Board provisions of Directors, each director this Article V shall be entitled to cast one (1) vote, and subject to Section 10.3, expire upon the affirmative vote consummation of the directors having a majority of the total voting power represented at a meeting at which a quorum is present shall constitute an act of the Board of DirectorsQualified Public Offering. In the case of an equality of votes, the Chairman, if any, or in the absence of the Chairman, a director designated by the Board of Directors to preside at a meeting of the Board of Directors, shall have a second or casting vote in addition to any other vote such person may have.---------

Board of Directors. (a) As Promptly upon the acceptance of and deposit of funds for payment in accordance with Section 1.1(b) for at least a majority of the Execution Dateshares of Company Common Stock outstanding by Parent, Acquisition Sub or any of their Affiliates pursuant to and in accordance with the terms of the Offer and this Agreement and from time to time thereafter, and subject to Section 1.3(c), Parent shall be entitled to designate up to such number of directors, rounded to the nearest whole number constituting at least a majority of the directors, on the Company Board as will give Parent representation on the Company Board equal to the product of the number of directors on the Company Board (giving effect to any increase in the number of directors pursuant to this Section 1.3) and the percentage that such number of shares of Company Common Stock so purchased bears to the total number of outstanding shares of Company Common Stock, and the Company shall use all commercially reasonable efforts to, upon Parent's request, promptly, at Parent's election, either increase the size of the Company Board or secure the resignation of such number of directors as is necessary to enable Parent's designees to be elected to the Company Board and to cause Parent's designees to be so elected. At such times, subject to this Section 1.3, the Board Company will cause individuals designated by Parent to constitute a majority of Directors shall consist each committee of the following members: Company Board (i) other than the Chief Executive Officer Company's audit committee); provided that such designees of Parent shall not be designated to any committee of the Company; (ii) the Chief Operating Officer Company Board established to take action under this Agreement, which committee shall be composed only of the Company; (iii) one (1) director appointed by the Chief Executive Officer of the Company; (iv) one (1) Round A Director; (v) one (1) Round B Director; and (vi) one (1) Preferred Share DirectorIndependent Directors. EXECUTION VERSION (b) Each The Company's obligation to appoint designees to the Company Board shall be subject to Section 14(f) of the Founders Exchange Act and the Affiliate Investors Rule 14f-1 thereunder. The Company promptly shall take all actions available action required pursuant to it in its capacity as a shareholder Section 14(f) of the CompanyExchange Act and Rule 14f-1 thereunder in order to fulfill its obligations under this Section 1.3, and shall include in the Schedule 14D-9 such information with respect to take or cause the Company and its officers and directors as is required pursuant to be taken all actions available to each that are necessary to maintain the composition such Section 14(f) of the Board Exchange Act and Rule 14f-1 thereunder in order to fulfill its obligations under this Section 1.3 and the United States federal securities laws; provided that Parent shall have provided to the Company prior to the filing with the SEC of Directors as set forth the Schedule 14D-9 the information and consents with respect to Parent and Acquisition Sub and its designees, officers, directors and Affiliates required by Section 14(f) of the Exchange Act and Rule 14f-1 thereunder. Parent will supply to the Company in writing any information with respect to itself and its nominees, officers, directors and Affiliates required under the Exchange Act pursuant to Section 10.1(a)14(f) of the Exchange Act and Rule 14f-1 thereunder. (c) Only the Party who had the power to designate a director pursuant to Section 10.1(a) shall have the power to remove such director. Each of the Parties hereto agrees to take such action as is necessary to call a special meeting of the shareholders of the Company (or effect a written consent in lieu thereof) for the purpose of effecting any such removal, and at such meeting each such Party shall vote to accomplish said result. In the event that Parent's designees are elected or designated to the Company Board then, until the Effective Time, the Company shall cause the Company Board to have at least three directors who are directors on the date of this Agreement, including at least three directors who are (i) selected by such current directors; and (ii) independent directors for purposes of the continued listing requirements of Nasdaq (such directors, the "INDEPENDENT DIRECTORS"); provided, however, that, if any director Independent Director is removed or shall have resigned or become unable to serveserve due to death or disability or any other reason, the Party who had the power to designate such director pursuant to Section 10.1(a) shall have the power to designate a person reasonably qualified to serve on the Board of remaining Independent Directors to fill such vacancy, whereupon each of the Parties hereto, or their successors and assigns, agree to take such action as is necessary to promptly elect such person to fill such vacancy (including, if necessary, calling a special meeting of the shareholders of the Company (or effect a written consent in lieu thereof) and voting all shares owned by the Parties hereto to accomplish such result). Except as provided above, no Party shall vote in favor of, or otherwise take any actions in respect of, the removal of any director who shall have been designated or nominated pursuant to Section 10.1(a). (d) The Board of Directors shall have a Chairman, and each of the Founders and the Affiliate Investors shall cause its designee directors(s) to support resolutions and actions by written consent of the Board of Directors that maintain or appoint to the position of Chairman of the Board of Directors the Chief Executive Officer of the Company. (e) On all actions to be taken and matters to be decided by the Board of Directors, each director shall be entitled to cast one elect or designate another individual (1or individuals) votewho serve(s) as a director (or directors) on the date of this Agreement (provided that no such individual is an employee of the Company or its Subsidiaries) to fill the vacancy, and subject such director (or directors) shall be deemed to Section 10.3be an Independent Director (or Independent Directors) for purposes of this Agreement. If no Independent Director then remains, the other directors shall designate three individuals who are directors on the date of this Agreement, provided that such individuals shall not be employees, officers, directors or Affiliates of the Company, Parent or Acquisition Sub (or, in the event there shall be less than two directors available to fill the vacancies as a result of such individuals' deaths, disabilities or refusals to serve, such smaller number of individuals who are directors on the date of this Agreement) to fill the vacancies and such directors shall be deemed Independent Directors for purposes of this Agreement. Following the Appointment Time and prior to the Effective Time, Parent and Acquisition Sub shall cause any amendment of this Agreement, any amendment of the Company Certificate or the Company Bylaws, any termination of this Agreement by the Company, any extension by the Company of the time for the performance of any of the obligations or other acts of Acquisition Sub or Parent or waiver of any of the Company's rights under this Agreement or other action adversely affecting the rights of the Company Stockholders (other than Parent or Acquisition Sub), not to be effected without the affirmative vote of the directors having a majority of the total voting power represented at a meeting at which a quorum is present shall constitute an act of the Board of Independent Directors. In Following the case of an equality of votesAppointment Time and prior to the Effective Time, the Chairman, if any, or in the absence of the Chairman, a director designated by the Board of Directors neither Parent nor Acquisition Sub shall take any action to preside at a meeting of the Board of Directors, shall have a second or casting vote in addition to remove any other vote such person may haveIndependent Director absent cause.

Board of Directors. (a) As For so long as the Investor holds shares representing at least twelve and a half percent (12.5%) of all issued and outstanding shares of Common Stock (i.e., excluding options, warrants or other securities convertible into or exchanged for shares of Common Stock), the Execution DateCompany, the Identified Shareholders and the Investor agree that (i) the number of directorships for the Board of Directors shall consist of the following members: be fixed at five (i) the Chief Executive Officer of the Company; 5), (ii) the Chief Operating Officer Investor shall be entitled to nominate that proportion of the Company; (iii) one (1) director appointed by the Chief Executive Officer of the Company; (iv) one (1) Round A Director; (v) one (1) Round B Director; and (vi) one (1) Preferred Share Director (b) Each of the Founders and the Affiliate Investors shall take all actions available to it in its capacity as a shareholder of the Company, to take or cause to be taken all actions available to each that are necessary to maintain the composition of directors for the Board of Directors as set forth in Section 10.1(a). (c) Only which equals the Party who had proportion that the power number of shares of Common Stock issued and held, or issuable upon conversion or exercise of any other security then held by the Investor bears to designate a director pursuant to Section 10.1(a) shall have the power to remove such director. Each total number of the Parties hereto agrees to take such action as is necessary to call a special meeting shares of the shareholders Common Stock of the Company then outstanding (assuming full conversion and exercise of all convertible or effect a written consent in lieu thereofexercisable securities) for the purpose of effecting any such removal(each, an “Investor Director” and at such meeting each such Party shall vote to accomplish said result. In the event that any director is removed or shall have resigned or become unable to servecollectively, the Party who had “Investor Directors”), (iii) the power Investor shall be entitled to designate such director pursuant to Section 10.1(a) shall have nominate the power to designate a person reasonably qualified to serve on the Board of Directors to fill such vacancy, whereupon each of the Parties hereto, or their successors and assigns, agree to take such action as is necessary to promptly elect such person to fill such vacancy (including, if necessary, calling a special meeting of the shareholders of the Company (or effect a written consent in lieu thereof) and voting all shares owned by the Parties hereto to accomplish such result). Except as provided above, no Party shall vote in favor of, or otherwise take any actions in respect of, the removal of any director who shall have been designated or nominated pursuant to Section 10.1(a). (d) The Board of Directors shall have a Chairman, and each of the Founders and the Affiliate Investors shall cause its designee directors(s) to support resolutions and actions by written consent of the Board of Directors that maintain or appoint to the position of Chairman of the Board of Directors the Chief Executive Officer of the Company. and (eiv) On all actions to be taken and matters to be decided by the Board of Directors, each director shall be entitled to cast one (1) vote, and subject to Section 10.3the requirements of applicable law or any SEC, NASD or IRS rule or regulation, the affirmative vote of Investor Directors shall constitute the directors having a majority of the total voting power represented at a meeting at which a quorum is present shall constitute an act members of any committee of the Board of Directors. In The Identified Shareholders and the case Investor agree to vote their shares of an equality of votes, the Chairman, if any, or in the absence capital stock of the ChairmanCompany, and any shares of capital stock of the Company for which any of the Identified Shareholders have voting rights, in order to comply with the obligations of this Section 3.5(a). As a director designated condition of any transfer, each Identified Shareholder agrees to cause any transferee of all or a portion of such Identified Shareholder’s shares of capital stock of the Company to join and be subject to the terms and conditions of this Agreement, including the provisions of this Section 3.5(a). The Company shall reimburse all reasonable expenses incurred by such member(s) of the Board of Directors to preside at a meeting in fulfillment of their duties. (b) The consent of the majority of the members of the Board of Directors, including the consent of at least one Investor Director, shall have a second be required for the Company to: (i) Make any capital expenditures in excess of (I) $50,000 in any single transaction or casting vote (II) 103% of the amount approved for capital expenditures in addition the operating budget of the Company for any fiscal year; (ii) Make any loan or advance, other than travel advances to employees in the ordinary course of business; (iii) Adopt any new or amend any existing employee benefit, bonus or stock plan, or amend any outstanding grant or other agreement entered into with employees pursuant to any existing employee benefit, bonus or stock plan; (iv) Engage in any transaction with any Affiliate or officer, director or stockholder (or their relatives), other vote such person may havethan in the ordinary course of business and at arms length; (v) Sell or dispose of businesses or assets in excess of $50,000 in any fiscal year; (vi) Acquire businesses or assets in excess of $50,000 in any fiscal year; (vii) Acquire capital stock in any third party in excess of $50,000 in any fiscal year; (viii) Enter into any material contracts or commitments; (ix) Approve the annual operating and capital budget, or any amendments thereto or deviations therefrom; (x) Establish board committees; (xi) Waive any material rights or consent to settle any litigation; (xii) Institute litigation and similar proceedings outside the ordinary course; or (xiii) Make decisions to employ or terminate the Company’s senior executives, and fix their compensation.

Board of Directors. (a) As Upon the Acceptance Time, and from time to time thereafter as Shares are acquired by Parent or Purchaser, subject to compliance with the provisions of the Execution DateConstituent Documents of the Company, applicable Law and the applicable Marketplace Rules of the NASDAQ, Purchaser shall be entitled to designate such number of directors, rounded up to the next whole number, on the Board of Directors shall consist of the following members: Company as is equal to the product of (i) the Chief Executive Officer total number of directors on the Board of Directors of the Company; Company (after giving effect to the directors elected or designated by Purchaser pursuant to this sentence) multiplied by (ii) the Chief Operating Officer percentage that the aggregate number of Shares beneficially owned by Parent, Purchaser and any of their affiliates bears to the total number of Shares then outstanding (disregarding any unvested and unexercisable Company Stock Options, Warrants and all other unvested rights to acquire shares of the Company; Company Common Stock). The Company shall, upon any exercise of such right by Purchaser, take all such actions as are necessary or desirable to (iiiA) one (1) director appointed elect or designate to the Board of Directors of the Company the individuals designated by Purchaser and permitted to be so elected or designated by the Chief Executive Officer first sentence of this Section 1.3(a), including promptly filling vacancies or newly created directorships on the Company; (iv) one (1) Round A Director; (v) one (1) Round B Director; and (vi) one (1) Preferred Share Director (b) Each Board of the Founders and the Affiliate Investors shall take all actions available to it in its capacity as a shareholder Directors of the Company, to take or cause to be taken all actions available to each that are necessary to maintain promptly increasing the composition size of the Board of Directors as set forth in Section 10.1(a). (c) Only the Party who had the power to designate a director pursuant to Section 10.1(a) shall have the power to remove such director. Each of the Parties hereto agrees to take such action as is necessary to call a special meeting of the shareholders of the Company (including by action of the Board of Directors of the Company and by the amendment of the by-laws of the Company, if necessary, so as to increase the size of the Board of Directors of the Company) and/or promptly securing the resignations of such number of its incumbent directors as are necessary or effect a written consent in lieu thereof) for desirable to enable Purchaser’s designees to be so elected or designated to the purpose Board of effecting any such removalDirectors of the Company, and at such meeting each such Party shall vote (B) cause the Persons designated by Purchaser to accomplish said result. In constitute the event that any director same percentage (rounded up to the next whole number) as is removed or shall have resigned or become unable to serve, the Party who had the power to designate such director pursuant to Section 10.1(a) shall have the power to designate a person reasonably qualified to serve on the Board of Directors to fill such vacancy, whereupon each of the Parties hereto, or their successors and assigns, agree to take such action as is necessary to promptly elect such person to fill such vacancy (including, if necessary, calling a special meeting of the shareholders of the Company (or effect a written consent in lieu thereof) and voting all shares owned by the Parties hereto to accomplish such result). Except as provided above, no Party shall vote in favor of, or otherwise take any actions in respect of, the removal of any director who shall have been designated or nominated pursuant to Section 10.1(a). (d) The Board of Directors shall have a Chairman, and each of the Founders and the Affiliate Investors shall cause its designee directors(smembers of (I) to support resolutions and actions by written consent each committee of the Board of Directors that maintain of the Company (II) each board of directors (or appoint similar body) of each Company Subsidiary, and (III) each committee (or similar body) of each such board of directors (or similar body), in each case to the position full extent permitted by the provisions of Chairman the Constituent Documents of the Company, applicable Law and the NASDAQ Marketplace Rules. From and after the Acceptance Time and until the Effective Time, the Company shall take all action necessary to elect to be treated as a “controlled company” as defined by NASDAQ Marketplace Rule 4350(c)(5) and make all necessary filings and disclosures associated with such status. The Company shall promptly upon execution of this Agreement 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 shareholders (together with the Schedule 14D-9) the information required by Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder to enable Purchaser’s designees to be elected or designated to the Board of Directors of the Company. Purchaser shall supply the Company with information with respect to Purchaser’s designees and Parent’s and Purchaser’s respective officers, directors and affiliates to the extent required by Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder. The provisions of this Section 1.3(a) are in addition to and shall not limit any rights that any of Purchaser, Parent or any of their respective affiliates may have as a holder or beneficial owner of Shares as a matter of applicable law with respect to the election of directors or otherwise. (b) In the event that Purchaser’s designees are elected or designated to the Board of Directors of the Company pursuant to Section 1.3(a), then, subject to the Constituent Documents of the Company, until the Effective Time, the Company shall cause the Board of Directors of the Company to maintain at least such number of “independent directors,” as defined by the NASDAQ Marketplace Rules, as may be required by the NASDAQ Marketplace Rules or the federal securities laws, at least one of whom shall be an “audit committee financial expert,” as defined in Item 401(h) of Regulation S-K and the instructions thereto (any such “independent directors” as of the date of this Agreement (and their successors as provided below), the “Continuing Directors”); provided, however, that if any Continuing Director is unable to serve due to death, disability or resignation, the Company, Purchaser and Parent shall take all necessary action (including creating a committee of the Board of Directors the Chief Executive Officer of the Company. (e) On all actions to be taken and matters to be decided by so that the entire Board of Directors, each director Directors of the Company shall be entitled to cast one (1) votedesignate another Person or Persons to fill such vacancy or vacancies, and subject such Person or Persons thereafter shall be deemed to Section 10.3be a Continuing Director for purposes of this Agreement. If no Continuing Director then remains, the other directors shall designate Persons to fill such vacancies and such Persons shall be deemed Continuing Directors for all purposes of this Agreement. Notwithstanding anything in this Agreement to the contrary, if Purchaser’s designees constitute a majority of the Board of Directors of the Company after the Acceptance Time and prior to the Effective Time, then the affirmative vote of the directors having a majority of the total voting power represented at a meeting at which a quorum is present Continuing Directors shall constitute an act be required (i) to authorize any agreement between the Company or any of its Subsidiaries, on the one hand, and Parent, Purchaser or any of their Affiliates (other than the Company or any of its Subsidiaries), on the other hand, (ii) for the Company to amend or terminate this Agreement, (iii) to exercise or waive any of the Board Company’s rights, benefits or remedies hereunder, (iv) to extend the time for performance of Directors. In Parent’s or Purchaser’s obligations hereunder or (v) to amend the case of an equality of votes, the Chairman, if any, or in the absence Constituent Documents of the Chairman, a director designated Company. The Continuing Directors shall have the authority to retain such counsel (which may include current counsel to the Company) and other advisors at the reasonable expense of the Company as determined appropriate by the Board of Directors Continuing Directors, and shall have the authority to preside at a meeting institute any action on behalf of the Board Company to enforce the performance of Directors, shall have a second or casting vote in addition to any other vote such person may havethis Agreement.

Board of Directors. (a) As Promptly upon the purchase by the Purchaser of Shares pursuant to the Offer, and from time to time thereafter, the Purchaser shall be entitled, subject to compliance with Section 14(f) of the Execution DateExchange Act, to designate up to such number of directors, rounded up to the next whole number, on the Board of Directors shall consist of the following members: Company (ithe "Company Board") as shall give the Chief Executive Officer Purchaser representation on the Company Board equal to the product of the total number of directors on the Company Board (giving effect to the directors elected pursuant to this sentence) multiplied by the percentage that the aggregate number of Shares beneficially owned by the Parent, the Purchaser or any of their affiliates at such time bears to the total number of Shares then outstanding (provided that, if the Parent, the Purchaser and their affiliates beneficially own in the aggregate at least a majority of the Shares, the Purchaser shall in any event be entitled to designate at least a majority of the directors on the Company Board), and the Company shall, at such time, promptly take all actions necessary to cause the Purchaser's designees to be elected as directors of the Company; (ii) , including increasing the Chief Operating Officer size of the Company; (iii) Company Board or securing the resignations of incumbent directors or both; provided, however, that in the event that the Purchaser's designees are elected to the Company Board, until the Effective Time, the Company Board shall have at least one (1) director appointed by the Chief Executive Officer who is a director of the Company; Company on the date of this Agreement and who is not an officer of the Company or any of its subsidiaries (iveach, an "Independent Director") one (1) Round A Director; (v) one (1) Round B Director; and (vi) one (1) Preferred Share Director, provided, further, that, if no Independent Directors then (b) Each of the Founders and the Affiliate Investors The Company shall promptly take all actions available required pursuant to it in its capacity as a shareholder Section 14(f) of the CompanyExchange Act and Rule 14f-1 promulgated thereunder in order to fulfill its obligations under this Section 1.3 and shall include the Information Statement containing such information with respect to the Company and its officers and directors as is required under Section 14(f) and Rule 14f-1 (the "Information Statement") as an annex to the Schedule 14D-9 to fulfill such obligations. The Purchaser shall supply to the Company and be solely responsible for any information with respect to either of them and their nominees, to take or cause to be taken all actions available to each that are necessary to maintain the composition of the Board of Directors as set forth in officers, directors and affiliates required by such Section 10.1(a)14(f) and Rule 14f-1. (c) Only Following the Party who had election or appointment of designees of the power to designate a director Purchaser pursuant to this Section 10.1(a) shall have 1.3 (the power to remove such director. Each of the Parties hereto agrees to take such action as is necessary to call a special meeting of the shareholders of the Company (or effect a written consent in lieu thereof) for the purpose of effecting any such removal, and at such meeting each such Party shall vote to accomplish said result. In the event that any director is removed or shall have resigned or become unable to serve, the Party who had the power to designate such director pursuant to Section 10.1(a) shall have the power to designate a person reasonably qualified to serve on the Board of Directors to fill such vacancy, whereupon each of the Parties hereto, or their successors and assigns, agree to take such action as is necessary to promptly elect such person to fill such vacancy (including, if necessary, calling a special meeting of the shareholders of the Company (or effect a written consent in lieu thereof"Purchaser Designees") and voting all shares owned by the Parties hereto to accomplish such result). Except as provided above, no Party shall vote in favor of, or otherwise take any actions in respect of, the removal of any director who shall have been designated or nominated pursuant to Section 10.1(a). (d) The Board of Directors shall have a Chairman, and each of the Founders and the Affiliate Investors shall cause its designee directors(s) to support resolutions and actions by written consent of the Board of Directors that maintain or appoint prior to the position Effective Time, any amendment of Chairman of this Agreement or the Board of Directors the Chief Executive Officer Constituent Documents of the Company. (e) On all actions to be taken and matters to be decided , any termination of this Agreement by the Board of DirectorsCompany, each director shall be entitled to cast one (1) vote, and subject to Section 10.3, any extension by the affirmative vote Company of the directors having time for the performance of any of the obligations or other acts of the Purchaser or waiver of any of the Company's rights hereunder shall require the concurrence of a majority of the total voting power represented at a meeting at which a quorum is present shall constitute an act of the Board of Independent Directors. In the case of an equality of votes, the Chairman, if any, or in the absence of the Chairman, a director designated by the Board of Directors to preside at a meeting of the Board of Directors, shall have a second or casting vote in addition to any other vote such person may have.

Board of Directors. (a) As Each Securityholder hereby agrees that such Person shall vote, or cause to be voted, all voting securities of the Execution DateCompany over which such Person has the power to vote or direct the voting, the Board and shall take all other reasonably necessary or desirable actions within such Person’s control (whether in such Person’s capacity as a stockholder, director, member of Directors shall consist a board committee or officer of the following membersCompany or otherwise, and including, without limitation, attendance at meetings in person, via telephone or by proxy for purposes of obtaining a quorum and execution of written consents in lieu of meetings), and the Company shall take all reasonably necessary or desirable actions within its control (including, without limitation, calling special board and stockholder meetings), so that: (i) the Chief Executive Officer following individuals shall be elected to the Board and caused to be continued in office: (A) three representatives designated by the IPC Majority Holders (the “IPC Directors”); (B) ▇▇▇▇▇▇▇▇, for so long as ▇▇▇▇▇▇▇▇ serves as an executive officer of the Company (including chairman); (C) Tolworthy, for so long as Tolworthy serves as an executive officer of the Company; and (D) two individuals possessing relevant industry or operational expertise designated by the IPC Majority Holders (and who are reasonably acceptable to ▇▇▇▇▇▇▇▇ (so long as ▇▇▇▇▇▇▇▇ is a director of the Company)); and for so long as the Board is a Classified Board, the IPC Directors shall be elected to serve as Class A Directors and the remaining directors shall be elected to serve as Class B Directors; (ii) the Chief Operating Officer IPC Directors shall comprise a majority of the directors of the board of directors of each of the Company’s Subsidiaries (each, a “Sub Board”); (iii) one the composition of any committee of the Board or any Sub Board shall not exceed three members and (1) director appointed unless otherwise waived by the Chief Executive Officer IPC Majority Holders, shall include at least one or more IPC Directors with a majority of the Companyvoting power of the directors on such committee and (2) for so long as he is a director, shall include ▇▇▇▇▇▇▇▇, unless waived by him, or the Board or such Sub Board desires to exclude officers from such committee; (iv) one a representative to the Board or a Sub Board designated by any Securityholder pursuant to the terms of this Section 1 may be removed from the Board or such Sub Board (1with or without cause) Round A Directoronly in accordance with the Company’s or such Subsidiary’s bylaws and only upon such Securityholder’s (or such Securityholders’) written request; provided that, nothing in this Agreement shall be construed to impair any rights that the Securityholders may have to remove any director for cause; (v) one (1) Round B Director; and (vi) one (1) Preferred Share Director (b) Each of the Founders and the Affiliate Investors shall take all actions available to it in its capacity as a shareholder of the Company, to take or cause to be taken all actions available to each that are necessary to maintain the composition of the Board of Directors as set forth in Section 10.1(a). (c) Only the Party who had the power to designate a director pursuant to Section 10.1(a) shall have the power to remove such director. Each of the Parties hereto agrees to take such action as is necessary to call a special meeting of the shareholders of the Company (or effect a written consent in lieu thereof) for the purpose of effecting any such removal, and at such meeting each such Party shall vote to accomplish said result. In the event that any director is removed representative designated (or shall have resigned subject to approval) hereunder by any Securityholder (or become unable Securityholders) ceases to serveserve as a member of the Board, a Sub Board or a committee during his or her term of office (whether due to resignation, removal or otherwise), the Party who had resulting vacancy on the power Board or the Sub Board shall be filled by a representative designated (and approved) by the Securityholder(s) originally entitled to designate (or approve) such director pursuant to Section 10.1(a1(a)(i) shall have the power or Section 1(a)(vii); (vi) if any party fails to designate a person reasonably qualified representative to serve on fill a directorship pursuant to the terms of this Section 1, neither the Board of Directors nor the Securityholders may elect, and the Securityholders shall not vote to fill such vacancyelect, whereupon each of the Parties hereto, or their successors and assigns, agree to take such action as is necessary to promptly elect such any person to fill such vacancy (including, if necessary, calling a special meeting of vacant directorship without the shareholders of the Company (or effect a written consent in lieu thereof) and voting all shares owned by the Parties hereto to accomplish such result). Except as provided above, no Party shall vote in favor of, or otherwise take any actions in respect of, the removal of any director who shall have been designated or nominated pursuant to Section 10.1(a). (d) The Board of Directors shall have a Chairman, and each of the Founders and the Affiliate Investors shall cause its designee directors(s) to support resolutions and actions by prior written consent of the Board of Directors that maintain Securityholder(s) originally entitled to designate (or appoint approve) such director pursuant to Section 1(a)(i) or Section 1(a)(vii); (vii) the position of Chairman size of the Board and, if the Board is then a Classified Board, the numbers of Class A Directors and Class B Directors shall be increased at the Chief Executive Officer election of the IPC Majority Holders and the individuals designated by the IPC Majority Holders shall be elected to the Board and caused to be continued in office to fill the vacancies created thereby; and (viii) the bylaws of the Company and of each of the Company. (e) On all actions to be taken and matters to be decided ’s Subsidiaries shall provide that, except as otherwise provided by law, no quorum shall exist at any meeting of the Board of Directors, each director shall be entitled to cast one (1) vote, and subject to Section 10.3, the affirmative vote of the or any Sub Board unless directors having a majority of the total voting power represented at a meeting at which a quorum is present shall constitute an act of such board of directors (including, so long as the Board of Directors. In the case of an equality of votesis a Classified Board, the Chairman, if any, or in the absence of the Chairman, a director designated by the Board of Directors to preside at a meeting of the Board of Directors, shall have a second or casting vote in addition to any other vote least one Class A Director) are present at such person may havemeeting.

Board of Directors. (a) As of the Execution Date, the Board of Directors shall consist of the following membersThe Company hereby agrees that: (i) Unless otherwise agreed in writing by the Chief Executive Officer Stockholders and the H&F Stockholders, and subject to applicable law (including laws relating to fiduciary duties) and the rules and regulations of the Company;applicable stock exchange: (iiA) the Chief Operating Officer of for so long as the Company; (iii) one (1) director appointed by ’s certificate of incorporation shall provide for the Chief Executive Officer division of directors into three classes, the Company; (iv) one (1) Round A Director; (v) one (1) Round B Director; and (vi) one (1) Preferred Share Director (b) Each of Company shall nominate the Founders and the Affiliate Investors shall take all actions available to it in its capacity as a shareholder of the Company, to take or cause to be taken all actions available to each that are necessary to maintain the composition of the Board of Directors as set forth in Section 10.1(a). (c) Only the Party who had the power to designate a director pursuant to Section 10.1(a) shall have the power to remove such director. Each of the Parties hereto agrees to take such action as is necessary to call a special meeting of the shareholders chief executive officer of the Company (or effect a written consent in lieu thereofthe “Chief Executive Officer”) for the purpose of effecting any such removal, and at such meeting each such Party shall vote to accomplish said result. In the event that any director is removed or shall have resigned or become unable to serve, the Party who had the power to designate such director pursuant to Section 10.1(a) shall have the power to designate a person reasonably qualified to serve on the Board of Directors to fill such vacancy, whereupon each of the Parties hereto, or their successors and assigns, agree to take such action as is necessary to promptly elect such person to fill such vacancy (including, if necessary, calling a special meeting of the shareholders of the Company Class III director (or effect a written consent in lieu thereof) and voting all shares owned by such other class of director as the Parties hereto to accomplish such result). Except as provided above, no Party shall vote in favor of, or otherwise take any actions in respect of, the removal of any director who shall have been designated or nominated pursuant to Section 10.1(a). (d) The Board of Directors shall have designate). In the event the Company’s certificate of incorporation shall not provide for the division of directors into three classes, the Company shall nominate the Chief Executive Officer for election as a Chairman, and each director as part of any slate that is included in the proxy statement (or consent solicitation or similar document) of the Founders Company relating to the election of directors; (B) for so long as the Company’s certificate of incorporation shall provide for the division of directors into three classes, the Company shall nominate to serve on the Board of Directors as a Class II director (or, with the approval of the Board of Directors, such other class of directors as the Executive / Read Trust Stockholders shall designate) one (1) individual designated by the Executive / Read Trust Stockholders holding a majority of the aggregate Shares then held by such Stockholders for so long as such Stockholders collectively hold at least five percent (5%) of the shares of outstanding Common Stock. In the event the Company’s certificate of incorporation shall not provide for the division of directors into three classes, the Company shall nominate to serve on the Board of Directors one (1) individual designated by the Executive / Read Trust Stockholders holding a majority of the aggregate Shares then held by such Stockholders for so long as such Stockholders collectively hold at least five percent (5%) of the shares of outstanding Common Stock as part of any slate that is included in the proxy statement (or consent solicitation or similar document) of the Company relating to the election of directors (the individual, if any, nominated pursuant to this Section 2.2(a)(i)(B), the “Executive / Read Trust Director Nominee”). ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Read, Jr. shall be the initial Executive / Read Trust Director Nominee and shall be the Affiliate Investors Executive / Read Trust Director Nominee for so long as he serves as the Vice Chairman of the Company; and (C) the Company shall cause its designee directors(snominate to serve on the Board of Directors a number of individuals designated by the H&F Stockholders such that, upon the election of all such individuals and taking into account any director continuing to serve on the Board of Directors without need for re-election who was nominated by the H&F Stockholders pursuant to this Section 2.2(a)(i)(C), the number of directors designated by the H&F Stockholders shall equal (x) to support resolutions and actions by written consent the total members of the Board of Directors that maintain or appoint of the Company, multiplied by (y) the percentage of outstanding Common Stock held from time to time by the H&F Stockholders, which number shall be rounded up to the position next highest whole number of Chairman directors (the “H&F Director Nominees” and, together with the Executive/Read Trust Director Nominee, the “Stockholder Nominees”); provided that in no event shall the number of H&F Director Nominees, together with the Executive / Read Trust Director Nominee, if any, and the Chief Executive Officer, exceed the number of directors permitted by the Company’s certificate of incorporation or bylaws. For so long as the directors on the Board of Directors of the Company are divided into three classes, such H&F Director Nominees shall be apportioned by the H&F Stockholders among such classes so as to maintain the number of H&F Director Nominees in each class as nearly equal as possible. (ii) The Company shall include as part of the slate that is included in the proxy statement (or consent solicitation or similar document) of the Company relating to the election of directors, the Chief Executive Officer (if such proxy statement (or consent solicitation or similar document) relates to the election of directors of the class to which the Chief Executive Officer belongs pursuant to Section 2.2(a)(i)(A)), the Executive / Read Trust Director Nominee designated for nomination pursuant to Section 2.2(a)(i)(B) (if such proxy statement (or consent solicitation or similar document) relates to the election of directors of the class to which the Executive / Read Trust Director Nominee belongs pursuant to Section 2.2(a)(i)(B)) and the H&F Director Nominees and shall provide the highest level of support for the election of each person nominated pursuant to Section 2.2(a)(i) as it provides to any other individual standing for election as a director of the Company as part of such Company slate of directors. (iii) In the event that a Stockholder Nominee shall cease to serve as a director for any reason (other than the failure of the stockholders of the Company to elect such individual as a director), the Persons entitled to designate such Stockholder Nominee pursuant to Section 2.2(a)(i)(B) or (C) shall have the right to appoint another Stockholder Nominee to fill the vacancy resulting therefrom. For the avoidance of doubt, it is understood that the failure of the stockholders of the Company to elect any Stockholder Nominee shall not affect the right of the Persons entitled to designate such Stockholder Nominee pursuant to Section 2.2(a)(i)(B) or (C) to designate a Stockholder Nominee for election pursuant to Section 2.2(a)(i)(B) or (C) in connection with any future election of directors of the Company. (eiv) On all actions to be taken and matters to be decided by Upon the Board of Directors, each director shall be entitled to cast one (1) vote, and subject to Section 10.3, the affirmative vote of the directors having a majority of the total voting power represented at a meeting at which a quorum is present shall constitute an act classification of the Board of Directors. In the case of an equality of votesDirectors into three classes, the Chairmaninitial Chief Executive Director shall be ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, if anythe initial Executive / Read Trust Director Nominee shall be ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Read, Jr. and the initial H&F Director Nominees shall be ▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ and ▇▇▇▇▇▇ ▇▇▇▇▇▇. None of ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ or in ▇▇▇▇▇▇▇ ▇▇▇▇ shall be deemed to be an initial Stockholder Nominee. Upon the absence classification of the Chairman, a director designated by the Board of Directors to preside at a meeting into three classes, the initial Class I directors shall consist of the Board of Directors▇▇▇▇ ▇. ▇▇▇▇▇▇, shall have a second or casting vote in addition to any other vote such person may have▇▇▇▇▇▇ ▇.

Board of Directors. (a) As Promptly upon the Acceptance Time and at all times thereafter, Parent shall be entitled to elect or designate such number of directors (but not less than a majority), rounded up to the next whole number, on the Company Board as shall give Parent representation on the Company Board equal to the product of the Execution Datetotal number of directors on the Company Board (giving effect to the directors elected or designated by Parent pursuant to this Section 2.3) multiplied by the percentage that the aggregate number of Company Common Stock then owned directly or indirectly by Parent bears to the total number of shares of Company Common Stock then outstanding, and Parent shall be entitled to have such designees elected or appointed to such classes of the Company Board so as to be evenly distributed as possible among the three classes of directors of the Company Board. Prior to, and effective upon, the Board of Directors shall consist Acceptance Time, the Company shall, upon request by Parent, take all actions as are necessary to enable Parent’s designees to be so elected or appointed to the Company Board, including by promptly filling vacancies or newly created directorships on the Company Board, promptly increasing the size of the following members: Company Board (including by amending the bylaws of the Company if necessary to increase the size of the Company Board) and/or promptly securing the resignations of such number of its incumbent directors as is necessary or desirable to provide Parent with such level of representation, and shall cause Parent’s designees to be so elected or appointed at such time. Subject to Section 2.3(b), after the Acceptance Time, the Company shall also, upon Parent’s request, cause the directors elected or designated by Parent to the Company Board to serve on and constitute the same percentage as such individuals represent of the entire Company Board (but not less than a majority), rounded up to the next whole number, of: (i) the Chief Executive Officer each committee of the Company; Company Board and (ii) the Chief Operating Officer each board of directors (or similar body) and each committee thereof (or similar body) of the Company Subsidiary, in each case to the extent permitted by applicable Law and the rules of NASDAQ. The provisions of this Section 2.3(a) are in addition to, and shall not limit, any rights that Parent, Merger Sub or any of their respective Affiliates may have as a record holder or beneficial owner of Company Common Stock as a matter of applicable Law with respect to the election of directors or otherwise. The Company; (iii’s obligations to appoint or elect Parent’s designees to the Company Board shall be subject to Section 14(f) one (1) director appointed by the Chief Executive Officer of the Exchange Act and Rule 14f-1 promulgated thereunder. At the request of Parent, the Company shall take all actions necessary to effect any such appointment or election of Parent’s designees, including mailing to the Stockholders the information required by Section 14(f) of the Exchange Act and Rule 14f-l promulgated thereunder, which, unless Parent otherwise elects, shall be so mailed together with the Schedule 14D-9. Parent shall supply to the Company; (iv) one (1) Round A Director; (v) one (1) Round B Director; and (vi) one (1) Preferred Share Director, and be solely responsible for, all information with respect to itself and its officers, directors and Affiliates as is required by such Section and Rule. (b) Each of After Parent’s designees are appointed or elected to, and constitute a majority of, the Founders and the Affiliate Investors shall take all actions available to it in its capacity as a shareholder of the Company, to take or cause to be taken all actions available to each that are necessary to maintain the composition of the Company Board of Directors as set forth in Section 10.1(a). (c) Only the Party who had the power to designate a director pursuant to Section 10.1(a) 2.3(a), and prior to the Effective Time, the Company shall have cause the power Company Board to remove such director. Each of the Parties hereto agrees to take such action as is necessary to call a special meeting of the shareholders maintain at least three directors who are members of the Company (or effect a written consent in lieu thereofBoard on the date hereof, each of whom shall be an “independent director” as defined by Rule 5605(a)(2) for of the purpose of effecting any such removal, NASDAQ Marketplace Rules and at such meeting each such Party shall vote to accomplish said result. In the event that any director is removed or shall have resigned or become unable to serve, the Party who had the power to designate such director pursuant to Section 10.1(a) shall have the power to designate a person reasonably qualified eligible to serve on the Board Company’s audit committee under the Exchange Act and NASDAQ rules and at least one of whom shall be an “audit committee financial expert” as defined in Item 407(d)(5) of Regulation S-K and the instructions thereto (the “Continuing Directors”); provided that if the number of Continuing Directors is reduced below three for any reason, the remaining Continuing Directors shall be entitled to elect or designate an individual meeting the foregoing criteria to fill such vacancy, whereupon each which individual shall be deemed to be a Continuing Director for purposes of this Agreement or, if no Continuing Directors then remain, the Parties hereto, or their successors and assigns, agree to take such action as is necessary to promptly elect such person other directors shall designate three persons meeting the foregoing criteria to fill such vacancy vacancies, and such individuals shall be deemed to be Continuing Directors for purposes of this Agreement. The Company and the Company Board shall promptly take all action as may be necessary to comply with their obligations under this Section 2.3(b). Notwithstanding anything to the contrary set forth in this Agreement, in the event that Parent’s designees are elected or appointed to the Company Board prior to the Effective Time pursuant to Section 2.3(a), the approval of a majority of such Continuing Directors (including, or the sole Continuing Director if necessary, calling a special meeting of there shall be only one Continuing Director) shall be required in order to authorize (and such authorization shall constitute the shareholders authorization of the Company Board and no other action on the part of the Company, including any action by any other director of the Company, shall be required to authorize) (i) any amendment or effect a written consent termination of this Agreement, (ii) any waiver or exercise of any of the Company’s rights under this Agreement, (iii) any amendment of the Company Charter Documents or (iv) any other action of the Company Board under or in lieu thereof) connection with this Agreement if such action would materially and voting all shares owned by adversely affect, or would reasonably be expected to materially and adversely affect, the Parties hereto to accomplish such resultStockholders (other than Parent or Merger Sub). Except as provided above, no Party shall vote For purposes of considering any matter set forth in favor of, or otherwise take any actions in respect ofthis Section 2.3(b), the removal Continuing Directors shall be permitted to meet without the presence of any director who shall have been designated or nominated pursuant to Section 10.1(a). (d) the other directors. The Board of Continuing Directors shall have a Chairman, the authority to retain such counsel (which may include current counsel to the Company) and each other advisors at the expense of the Founders Company as may be determined by the Continuing Directors and shall have the Affiliate Investors shall cause its designee directors(s) authority to support resolutions and actions by written consent institute any action on behalf of the Board Company to enforce performance of Directors that maintain this Agreement or appoint to the position of Chairman of the Board of Directors the Chief Executive Officer any of the Company’s rights hereunder. (e) On all actions to be taken and matters to be decided by the Board of Directors, each director shall be entitled to cast one (1) vote, and subject to Section 10.3, the affirmative vote of the directors having a majority of the total voting power represented at a meeting at which a quorum is present shall constitute an act of the Board of Directors. In the case of an equality of votes, the Chairman, if any, or in the absence of the Chairman, a director designated by the Board of Directors to preside at a meeting of the Board of Directors, shall have a second or casting vote in addition to any other vote such person may have.

Board of Directors. Each of Seller and Purchaser (aeach, a "Stockholder" and collectively, the Stockholders") As hereby agrees that such Stockholder will, at all times after the date of this Agreement, vote all shares of Common Stock now or hereafter owned by such Stockholder at any meeting of stockholders of the Execution DateCompany and in whatever other manner is necessary (consent or otherwise) to ensure that the Board of Directors of the Company (the "Board") will at all times consist of at least one but not more than three directors, with the number of authorized directors being as set forth herein or as fixed by the directors from time to time. After the date hereof, subject to the first sentence above, the Stockholders agree to vote their Common Stock in whatever manner so that the number of directors will at all times consist of at least three persons: (i) one of whom shall be designated by Seller; (ii) one of whom shall be designated by Purchaser; and (iii) one of whom shall be the President of the Company; provided, however, that if an Event of Default occurs (as defined in the Promissory Note), then the director designated by Purchaser shall be deemed to have resigned effective as of the date of such Event of Default, and the right of Purchaser to designate a person for election to the Board of Directors shall consist immediately terminate and the President of the following members: (i) the Chief Executive Officer of the Company; (ii) the Chief Operating Officer of the Company; (iii) one (1) director appointed by the Chief Executive Officer of the Company; (iv) one (1) Round A Director; (v) one (1) Round B Director; and (vi) one (1) Preferred Share Director (b) Each of the Founders and the Affiliate Investors Company shall take all actions available be deemed to it in its capacity have resigned as a shareholder of the Company, to take or cause to be taken all actions available to each that are necessary to maintain the composition member of the Board effective as of Directors as set forth in the date of such Event of Default, and the right of the President to be a member of the Board shall immediately terminate; provided further, however, that if no Event of Default has occurred, then on and after December 31, 2004, this Section 10.1(a). (c) Only 7.1 shall terminate and be of no further force or effect, and the Party who had stockholders of the power to designate a director pursuant to Section 10.1(a) Company shall have the power right to remove such directorelect directors. Each of the Parties hereto agrees to take such action as is necessary to call a special meeting of the shareholders of the The Company (or effect a written consent in lieu thereof) will reimburse each director for the purpose of effecting any such removal, and at such meeting each such Party shall vote to accomplish said result. In the event that any director is removed or shall have resigned or become unable to serve, the Party who had the power to designate all reasonable out-of-pocket expenses incurred by such director pursuant to Section 10.1(a) shall have the power to designate a person reasonably qualified to serve on the in connection with attending any Board of Directors to fill such vacancy, whereupon each of the Parties hereto, meeting or their successors and assigns, agree to take such action as is necessary to promptly elect such person to fill such vacancy (including, if necessary, calling a special meeting of the shareholders of the Company (or effect a written consent in lieu thereof) and voting all shares owned by the Parties hereto to accomplish such result). Except as provided above, no Party shall vote in favor of, or otherwise take any actions in respect of, the removal of any director who shall have been designated or nominated pursuant to Section 10.1(a)other Board function. (d) The Board of Directors shall have a Chairman, and each of the Founders and the Affiliate Investors shall cause its designee directors(s) to support resolutions and actions by written consent of the Board of Directors that maintain or appoint to the position of Chairman of the Board of Directors the Chief Executive Officer of the Company. (e) On all actions to be taken and matters to be decided by the Board of Directors, each director shall be entitled to cast one (1) vote, and subject to Section 10.3, the affirmative vote of the directors having a majority of the total voting power represented at a meeting at which a quorum is present shall constitute an act of the Board of Directors. In the case of an equality of votes, the Chairman, if any, or in the absence of the Chairman, a director designated by the Board of Directors to preside at a meeting of the Board of Directors, shall have a second or casting vote in addition to any other vote such person may have.

Board of Directors. (a) As of The Stockholders hereby agree that at all times after the Execution Date, Effective Date the Board of Directors of Barneys (the "Board") shall consist of 11 directors. Promptly after the following membersEffective Date, the Stockholders shall take all actions necessary to elect, or to cause the Board to approve and appoint, the designees described below to be the members of the Board: (i) the Chief Executive Officer of the Companythree directors designated by Bay Harbour; (ii) the Chief Operating Officer of the Companythree directors designated by Whippoorwill; (iii) one director designated by Isetan of America, Inc. (1) director appointed by "Isetan"), for so long as that letter agreement, to be entered into in connection with the Chief Executive Officer Plan and which shall be substantially in the form of the CompanyAnnex II hereto, from Bay Harbour, Whippoorwill and Barneys and addressed to Isetan, shall be in effect; (iv) one (1) Round A Director;director who shall be the chief executive officer of Barneys; and (v) one (1) Round B Director; and (vi) one (1) Preferred Share Directorthree independent directors to be mutually selected by Bay Harbour and Whippoorwill. (b) Each In the event that a vacancy is created on the Board at any time by the death, disability, retirement, resignation or removal of any member of the Founders Board, or for any other reason there shall exist or occur any vacancy on the Board, each Stockholder hereby agrees to cause the directors designated by them to vote for the individual designated to fill such vacancy and the Affiliate Investors shall take all actions available to it in its capacity serve as a shareholder of director by the CompanyStockholders that had designated (pursuant to Section 5(a) hereof) the director whose death, to take disability, retirement, resignation or cause to be taken all actions available to each that are necessary to maintain the composition of removal resulted in such vacancy on the Board of Directors as (in the manner set forth in Section 10.1(a5(a) hereof). (c) Only the Party who had the power to designate a director pursuant to Section 10.1(a) shall have the power to remove such director. Each of the Parties hereto Stockholder hereby agrees to take such action as is all actions necessary to call call, or cause Barneys and the appropriate officers and directors of Barneys to call, an annual meeting (and when circumstances so require, a special meeting) of Stockholders of Barneys and to vote all shares of voting securities owned or held of record by such Stockholder at any such meeting and at any other annual or special meeting of the shareholders of the Company (or effect a written consent in lieu thereof) for the purpose of effecting any such removal, and at such meeting each such Party shall vote to accomplish said result. In the event that any director is removed or shall have resigned or become unable to serve, the Party who had the power to designate such director pursuant to Section 10.1(a) shall have the power to designate a person reasonably qualified to serve on the Board of Directors to fill such vacancy, whereupon each of the Parties hereto, or their successors and assigns, agree to take such action as is necessary to promptly elect such person to fill such vacancy (including, if necessary, calling a special meeting of the shareholders of the Company (or effect a written consent in lieu thereof) and voting all shares owned by the Parties hereto to accomplish such result). Except as provided above, no Party shall vote stockholders in favor of, or otherwise take any actions in respect of, the removal of any director who shall have been designated or nominated pursuant to Section 10.1(a). (d) The Board of Directors shall have a Chairman, and each of the Founders and the Affiliate Investors shall cause its designee directors(s) to support resolutions and all actions by written consent in lieu of any such meeting as may be necessary to cause, the election as members of the Board of Directors that maintain or appoint to the position of Chairman of the Board of Directors the Chief Executive Officer of the Company. (e) On all actions to be taken and matters to be decided by the Board of Directors, each director shall be entitled to cast one (1) votethose individuals so designated in accordance with, and subject to otherwise effect the intent of, this Section 10.3, the affirmative vote of the directors having a majority of the total voting power represented at a meeting at which a quorum is present shall constitute an act of the Board of Directors. In the case of an equality of votes, the Chairman, if any, or in the absence of the Chairman, a director designated by the Board of Directors to preside at a meeting of the Board of Directors, shall have a second or casting vote in addition to any other vote such person may have5.

Board of Directors. (a) As Effective as of the Execution Closing Date, the Board shall be comprised of Directors shall consist fifteen members (each, a “Director”), of the following members: whom (i) three (3) shall be designees of the ▇▇▇▇ Group, (ii) three (3) shall be designees of the KKR Group, (iii) three (3) shall be designees of the BAML Group, (iv) two (2) shall be designees of the ▇▇▇▇▇ Group, (v) one (1) shall be the Chief Executive Officer of the Company; (ii) the Chief Operating Officer of the Company; (iii) one (1) director appointed by the Chief Executive Officer of the Company; (iv) one (1) Round A Director; (v) one (1) Round B Director; and , (vi) one (1) Preferred Share shall be the Chief Financial Officer of the Company and (vii) two (2) shall be Independent Directors; provided that within one year of the Closing Date, the Board shall be expanded to add an additional Independent Director and each Investor Group shall take all action reasonably necessary to increase the size of board to add such additional Independent Director. (b) Each of Following the Founders Closing Date and until such time as the Affiliate Investors shall take all actions available Company ceases to it in its capacity as be a shareholder of the Controlled Company, to take or cause to be taken all actions available to (i) each that are necessary to maintain the composition of the Board of Directors as set forth in Section 10.1(a). (c) Only the Party who had the power to designate a director pursuant to Section 10.1(a) Sponsor Group shall have the power right (but not the obligation) pursuant to remove such director. Each of this Agreement to nominate to the Parties hereto agrees Board, three (3) Directors and (ii) the ▇▇▇▇▇ Group shall have the right (but not the obligation) pursuant to take such action as is necessary this Agreement to call a special meeting of nominate to the shareholders of the Company Board two (or effect a written consent in lieu thereof2) for the purpose of effecting any such removal, and at such meeting each such Party shall vote to accomplish said resultDirectors. In the event that any director is removed or Investor Group has nominated less than the total number of designees that such Investor Group shall have resigned or become unable be entitled to serve, the Party who had the power to designate such director nominate pursuant to this Section 10.1(a2.1(b) or Section 2.1(c), then such Investor Group shall have the power right, at any time, to designate a person reasonably qualified nominate such additional designee(s) to serve on which it is entitled, in which case, the Directors shall take all necessary corporate action to (x) increase the size of the Board of Directors as required to enable such Investor Group to so nominate such additional designees and (y) designate such additional designees nominated by such Investor Group to fill such vacancynewly created vacancies. (c) Following such time that the Company ceases to be a Controlled Company, whereupon (i) each Sponsor Group shall have the right (but not the obligation) pursuant to this Agreement to nominate to the Board, three (3) Directors; provided that at such time as a Sponsor Group ceases to have a pecuniary interest in at least 10% of the Parties heretooutstanding shares of Common Stock, or their successors such Sponsor Group shall only have the right (but not the obligation) pursuant to this Agreement to nominate to the Board one (1) Director; provided further that a Sponsor Group shall cease to have the right to nominate any Directors to the Board pursuant to this Agreement at such time as such Sponsor Group ceases to have a pecuniary interest in at least 3% of the outstanding shares of Common Stock and assigns(ii) the ▇▇▇▇▇ Group shall have the right (but not the obligation) pursuant to this Agreement to nominate to the Board two (2) Directors; provided that the ▇▇▇▇▇ Group shall cease to have the right to nominate any Directors to the Board pursuant to this Agreement at such time as the ▇▇▇▇▇ Group ceases to have a pecuniary interest in at least 3% of the outstanding shares of Common Stock. For so long as any Investor Group has the right to nominate a Director to the Board pursuant to the preceding sentence, agree to take such action as the Board shall not have a number of Independent Directors that is greater than the minimum number necessary to promptly elect comply with applicable law, rule, regulation or listing standards (calculated by assuming that each Investor Group that then has a right to nominate Director(s) to the Board has exercised such person right) unless the Investor Groups then entitled to fill nominate one or more Director(s) (acting based on the Requisite Consent of such vacancy (including, if necessary, calling Investor Groups) have consented to a special meeting greater number of the shareholders of the Company (or effect a written consent in lieu thereof) and voting all shares owned by the Parties hereto to accomplish such result). Except as provided above, no Party shall vote in favor of, or otherwise take any actions in respect of, the removal of any director who shall have been designated or nominated pursuant to Section 10.1(a)Independent Directors. (d) The Board of Directors shall In the event that a party hereto ceases to have the right to designate a Chairmanperson to serve as a Director pursuant to this Section 2.1, and each of the Founders and the Affiliate Investors shall cause its such party’s designee directors(s) to support resolutions and actions by written consent of the Board of Directors that maintain shall resign immediately or appoint such party shall take all action necessary to the position of Chairman of the Board of Directors the Chief Executive Officer of the Companyremove such designee. (e) On Any Director designated by an Investor Group pursuant to Section 2.1 may be removed (with or without cause) from time to time and at any time by the applicable Investor Group upon notice to the Company, and may otherwise only be removed for cause. Any replacement nominee may only be nominated by the Investor Group who nominated the Director so removed. (f) In the event that a vacancy is created at any time by the death, disability, retirement or resignation of any Director designated by an Investor Group pursuant to this Section 2.1, the remaining Directors and the Company shall cause the vacancy created thereby to be filled by a new designee of the Investor Group who designated such Director as soon as possible, and the Company hereby agrees to take, at any time and from time to time, all actions necessary to be taken and matters accomplish the same. (g) The Company agrees to be decided include in the slate of nominees recommended by the Board the persons designated pursuant to this Section 2.1 and to use its best efforts to cause the election of Directorseach such designee to the Board, each director shall including nominating such individuals to be entitled to cast one (1) vote, and subject to Section 10.3, the affirmative vote of the directors having a majority of the total voting power represented at a meeting at which a quorum is present shall constitute an act of the Board of Directors. In the case of an equality of votes, the Chairman, if any, or in the absence of the Chairman, a director designated by the Board of elected as Directors to preside at a meeting of the Board of Directors, shall have a second or casting vote in addition to any other vote such person may haveas provided herein.

Board of Directors. (a) As Directors of the Execution DateCompany shall be elected annually. After the consummation of the initial Public Offering, the Board shall be comprised of eleven members, consisting of three designees of Silver Lake (each a “Silver Lake Designee”), two designees of TPG (each a “TPG Designee”) one Management Director, four Additional Directors shall consist and the chief executive officer of the following members: Company from time to time serving (i) the “Chief Executive Officer Officer”). Members of the Board who are not required to be designated by a Shareholder pursuant to the rights provided in this Agreement shall be nominated and elected in accordance with the articles of association of the Company; (ii) the Chief Operating Officer of the Company; (iii) one (1) director appointed by the Chief Executive Officer of the Company; (iv) one (1) Round A Director; (v) one (1) Round B Director; and (vi) one (1) Preferred Share Director. (b) Each A member of the Founders Board designated by a Shareholder pursuant to the rights provided in this Agreement may only be removed by such Shareholder. Any other member of the Board may be removed with or without cause by vote of a majority of the Shareholders of the Company. If, following an election to the Board pursuant to this Section 4.1, any Silver Lake Designee shall resign or be removed or be unable to serve for any reason prior to the expiration of his or her term as a Director, Silver Lake shall notify the Board in writing of a replacement Silver Lake Designee and each of the Affiliate Investors Company and all of the Shareholders hereby agree to take such actions provided for under the terms of the Shares held by them as will result in the appointment of such Silver Lake Designee to the Board. If Silver Lake requests that any Silver Lake Designee be removed as a Director (with or without cause) by written notice thereof to the Company, then each of the Company and all of the Shareholders shall take all actions available provided for under the terms of the Shares held by them necessary to it in its capacity effect such removal upon such request. If, following an election to the Board pursuant to this Section 4.1, any TPG Designee shall resign or be removed or be unable to serve for any reason prior to the expiration of his or her term as a shareholder Director, TPG shall notify the Board in writing of a replacement TPG Designee and each of the Company and all of the Shareholders hereby agree to take such actions provided for under the terms of the Shares held by them as will result in the appointment of such TPG Designee to the Board. If TPG requests that any TPG Designee be removed as a Director (with or without cause) by written notice thereof to the Company, then each of the Company and all of the Shareholders shall take all actions provided for under the terms of the Shares held by them necessary to effect such removal upon such request. If, following an election to the Board pursuant to this Section 4.1, any Additional Director shall resign or be removed or be unable to serve for any reason prior to the expiration of his or her term as a Director, the Nominating and Corporate Governance committee of the Company shall notify the Board in writing of a replacement and, provided that such replacement Additional Director satisfies all the criteria set forth in the definition of “Additional Director” herein, each of the Company and all of the Shareholders hereby agree to take such actions provided for under the terms of the Shares held by them as will result in the appointment of such replacement Additional Director to the Board. Any director who is no longer designated by Silver Lake or cause to TPG shall be taken all actions available to each that are necessary to maintain designated instead by the composition other members of the Board and shall be considered a “Board Designee” for all purposes hereunder. If any Board Designee shall resign or be removed or be unable to serve for any reason prior to the expiration of Directors his or her term as set forth a Director, then the Nominating and Corporate Governance Committee of the Company will take such actions provided for under the terms of the Shares as will result in Section 10.1(a)the appointment to the Board of an individual designated by the Board. If the Board requests that any Board Designee be removed as a Director (with or without cause) by written notice thereof to the Company, then each of the Company and each Shareholder shall take all actions provided for under the terms of the Shares necessary to effect such removal upon such request. (c) Only The Company will pay all reasonable out-of-pocket expenses incurred by the Party who had the power to designate a director pursuant to Section 10.1(a) shall have the power to remove such director. Each Directors in connection with their participation in meetings of the Parties hereto agrees to take such action as is necessary to call a special meeting of the shareholders of the Company Board (or effect a written consent in lieu thereof) for the purpose of effecting any such removal, and at such meeting each such Party shall vote to accomplish said result. In the event that any director is removed or shall have resigned or become unable to serve, the Party who had the power to designate such director pursuant to Section 10.1(a) shall have the power to designate a person reasonably qualified to serve on the Board of Directors to fill such vacancy, whereupon each of the Parties hereto, or their successors and assigns, agree to take such action as is necessary to promptly elect such person to fill such vacancy (including, if necessary, calling a special meeting of the shareholders of the Company (or effect a written consent in lieu committees thereof) and voting all shares owned the Boards of Directors (and committees thereof) of the subsidiaries of the Company. The Silver Lake Designees and the TPG Designees will receive the same compensation that the Company pays to its Additional Directors, which amount will be determined by the Parties hereto Company and the Board from time to accomplish such result). Except as provided above, no Party shall vote in favor of, or otherwise take any actions in respect of, the removal of any director who shall have been designated or nominated pursuant to Section 10.1(a)time. (d) The Board board of Directors shall have a Chairman, and directors of each subsidiary of the Founders and Company shall at any given time either be (i) comprised in the Affiliate Investors shall cause its designee directors(s) to support resolutions and actions by written consent of same manner as the Board of Directors that maintain is then comprised or appoint (ii) comprised in a manner reasonably acceptable to the position of Chairman of the Board of Directors the Chief Executive Officer of the Companyboth TPG and Silver Lake. (e) On all actions Notwithstanding anything in this Agreement to be taken and matters to be decided by the contrary, the Board of Directors, each director shall be entitled to cast one (1) vote, and subject to Section 10.3, the affirmative vote all of the directors having a majority of the total voting power represented at a meeting at which a quorum is present shall constitute an act committees of the Board of Directors. In will operate in such a way to permit the case of an equality of votesCompany to comply with applicable law and maintain its listing on The New York Stock Exchange or NASDAQ system, the Chairman, if any, or in the absence of the Chairman, a director designated by the Board of Directors to preside at a meeting of the Board of Directors, shall have a second or casting vote in addition to any other vote such person may haveas applicable.

Board of Directors. (a) As Except as otherwise provided in this Section 2.1(a), the number of members of the Execution DateBoard of Directors of the Company shall be fixed at six. DLJMB shall have the right to designate four individuals to serve as members of the Board of Directors. The Existing Arcade Investors shall have the right to designate (by a majority in interest of the Existing Arcade Investors) one individual to serve as a member of the Board of Directors. In addition, the individual serving as the Chief Executive Officer of the Company from time to time as elected by the Board of Directors shall consist serve as a member of the following members: Board of Directors. The Parties and the Company shall take all action within their respective powers, including, but not limited to, the nomination of candidates as specified above, on any slate of nominees for directors proposed by the Company, the voting of Capital Shares of the Company (to the extent that any such Person holds Capital Shares of the Company entitled to vote thereon; provided, that nothing set forth herein shall require any Party hereto to exercise any right to acquire Capital Shares of the Company) and the giving of consents, required to cause (i) the Board of Directors to include four directors designated by DLJMB (the "DLJMB Designees"), (ii) the Board of Directors to include one director designated by the Existing Arcade Investors and (iii) the Board of Directors to include the Chief Executive Officer of the Company; (ii) . The Parties and the Chief Operating Officer Company also shall take all such action to cause two of the Company; DLJMB Designees (iiias designated by DLJMB) one (1) director appointed by the Chief Executive Officer to serve as members of each committee of the Company; (iv) one (1) Round A Director; (v) one (1) Round B Director; and (vi) one (1) Board of Directors, including, without limitation, the Audit Committee and the Compensation Committee of the Board of Directors, and a DLJMB Designee shall serve as chairman of each such committee. The provisions of this Section 2.1 are subject to any rights to elect additional directors granted pursuant to the terms of any Preferred Share DirectorShares or pursuant to the terms of any indebtedness for borrowed money of the Company or any of its Subsidiary. (b) Each of the Founders and the Affiliate Investors shall take all actions available to it in its capacity as a shareholder of the Company, to take or cause to be taken all actions available to each that are necessary to maintain the composition of the Board of Directors as set forth in Section 10.1(a). (c) Only the Party who had the power to designate a director pursuant to Section 10.1(a) shall have the power to remove such director. Each of the Parties hereto agrees to take such action as is necessary to call a special meeting of the shareholders of the Company (or effect a written consent in lieu thereof) for the purpose of effecting any such removal, and at such meeting each such Party shall vote to accomplish said result. In the event that any director (a "Withdrawing Director") designated in the manner set forth in Section 2.1(a) is removed or shall have resigned or become unable to serve, or once having commenced to serve, is removed or withdraws from the Party who had Board of Directors, such Withdrawing Director's replacement (the power to designate such director pursuant to Section 10.1(a"Substitute Director") shall have the power to designate a person reasonably qualified to serve on the Board of Directors to fill such vacancy(and, whereupon if applicable, any committee) shall be designated in accordance with Section 2.1(a). The Company and each of the Parties hereto, or their successors and assigns, agree agrees to take such all action as is necessary to promptly elect such person to fill such vacancy (within its or his power, including, if necessarybut not limited to, calling a special meeting (i) the voting of the shareholders Capital Shares of the Company to cause the election of such Substitute Director as soon as practicable following his designation and (or effect a written consent in lieu thereofii) and voting all shares owned by the Parties hereto to accomplish such result). Except as provided above, no Party shall vote in favor of, or otherwise take any actions in respect of, the removal instructing of any director who shall have been designated or directors that it previously nominated pursuant to Section 10.1(a). (d) The Board of Directors shall have a Chairman, and each of the Founders and the Affiliate Investors shall cause its designee directors(s) to support resolutions and actions by written consent of the Board of Directors that maintain or appoint to the position of Chairman of the Board of Directors the Chief Executive Officer of the Company. (e) On all actions to be taken and matters to be decided by the Board of Directors, each director shall be entitled to cast one (1) vote, and subject to Section 10.3, the affirmative vote of the directors having a majority of the total voting power represented at a meeting at which a quorum is present shall constitute an act of the Board of Directors. In the case of an equality of votes, the Chairman, if any, or in the absence of the Chairman, a director designated by the Board of Directors to preside at a meeting serve as members of the Board of Directors, as the first order of business at the first meeting thereof after such Substitute Director has been so designated, to vote to seat such designated Substitute Director as a director in place of the Withdrawing Director. (c) Each of the Parties agrees that it will at all times vote as a stockholder of the Company (to the extent such Party has the right to vote its Capital Shares of the Company), provide any necessary consents and use all reasonable efforts to cause those individuals whom it has nominated to serve as a member of, or elected to, the Board of Directors, if any, to vote as a director of the Company in such a manner as to ensure that the terms and intention of this Agreement, and the certificate of incorporation and the by-laws of the Company are carried out and observed. In addition, each of the Parties agrees that it will not vote any Capital Shares of the Company to cause the removal from the Board of Directors of any directors designated by DLJMB or the Existing Arcade Investors, except as set forth in Section 2.1(d) hereof. (d) If a director designated and elected pursuant to Section 2.1(a) hereof has been designated by DLJMB or the Existing Arcade Investors and such designating Party requests that such director be removed (with or without cause) by written notice thereof to the other Parties, then such director shall have be removed, with or without cause, upon the affirmative vote of holders of a second majority of the outstanding Capital Shares of the Company entitled to vote thereon, and each Party hereby agrees to vote all Capital Shares of the Company owned or casting vote in addition held of record by such Party to effect such removal upon such request. No director designated by DLJMB or the Existing Arcade Investors shall otherwise be involuntarily removed as a director of the Company (or as a member of any other vote committee of the Board of Directors with respect to a director designated by DLJMB), except (i) for cause or (ii) with respect to a director designated by the Existing Arcade Investors, at such person may havetime as the Existing Arcade Investors cease to own at least five percent of the Fully-Diluted Common Shares.

Board of Directors. (a) As The Shareholders agree that the business and affairs of the Execution DateCompany shall be managed through a board of directors (the “Board”) consisting of such number of members (each, a “Director”) as is determined by North Bay in its sole discretion. North Bay shall have the Board of right to designate all such Directors. The initial Directors shall consist of the following members: (i) the Chief Executive Officer of the Company; (ii) the Chief Operating Officer of the Company; (iii) one (1) director appointed by the Chief Executive Officer of the Company; (iv) one (1) Round A Director; (v) one (1) Round B Director; and (vi) one (1) Preferred Share Directorbe ▇▇▇▇ ▇’▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ and ▇▇▇▇▇ ▇. ▇▇▇▇▇. (b) Each of the Founders Shareholder shall vote all Common Shares over which such Shareholder has voting control and the Affiliate Investors shall take all other necessary or desirable actions available to it within such Shareholder’s control (including in its capacity as shareholder, director, member of a shareholder board committee or officer of the CompanyCompany or otherwise, to take and whether at a regular or cause to be taken all actions available to each that are necessary to maintain the composition special meeting of the Shareholders or by written consent in lieu of a meeting) to elect to the Board of Directors as set forth in any individual designated by North Bay pursuant to Section 10.1(a2.01(a). (c) Only the Party who had the power to designate a director pursuant to Section 10.1(a) North Bay shall have the power right at any time to remove (with or without cause) any Director designated by it for election to the Board and each other Shareholder shall vote all Common Shares over which such Shareholder has voting control and shall take all other necessary or desirable actions within such Shareholder’s control (including in its capacity as shareholder, director. Each , member of a board committee or officer of the Parties hereto agrees to take such action as is necessary to call Company or otherwise, and whether at a regular or special meeting of the shareholders of the Company (Shareholders or effect a by written consent in lieu thereofof a meeting) for to remove from the purpose of effecting Board any such removal, and at such meeting each such Party shall vote individual designated by North Bay that North Bay desires to accomplish said result. In the event that any director is removed or shall have resigned or become unable to serve, the Party who had the power to designate such director remove pursuant to this Section 10.1(a) shall have the power to designate a person reasonably qualified to serve on the Board of Directors to fill such vacancy, whereupon each of the Parties hereto, or their successors and assigns, agree to take such action as is necessary to promptly elect such person to fill such vacancy (including, if necessary, calling a special meeting of the shareholders of the Company (or effect a written consent in lieu thereof) and voting all shares owned by the Parties hereto to accomplish such result2.01(c). Except as provided abovein the preceding sentence, unless North Bay shall otherwise consent in writing, no Party other Shareholder shall vote in favor of, or otherwise take any actions in respect of, action to cause the removal of any director who shall have been Director(s) designated or nominated pursuant to Section 10.1(a)by North Bay. (d) The In the event a vacancy is created on the Board at any time and for any reason (whether as a result of Directors death, disability, retirement, resignation or removal pursuant to Section 2.01(c)), North Bay shall have the right to designate a Chairmandifferent individual to replace such Director and each other Shareholder shall vote all Common Shares over which such Shareholder has voting control and shall take all other necessary or desirable actions within such Shareholder’s control (including in its capacity as shareholder, director, member of a board committee or officer of the Company or otherwise, and each whether at a regular or special meeting of the Founders and the Affiliate Investors shall cause its designee directors(s) to support resolutions and actions Shareholders or by written consent in lieu of a meeting) to elect to the Board of Directors that maintain or appoint to the position of Chairman of the Board of Directors the Chief Executive Officer of the Companyany individual designated by North Bay. (e) On all actions The Board shall have the right to be taken establish any committee of Directors as the Board shall deem appropriate from time to time. Subject to this Agreement, the Organizational Documents and matters Applicable Law, committees of the Board shall have the rights, powers and privileges granted to be decided such committee by the Board from time to time. Any delegation of Directors, each director shall authority to a committee of Directors to take any action must be entitled approved in the same manner as would be required for the Board to cast one approve such action directly. (1f) vote, and subject to Section 10.3, the affirmative vote The presence of the directors having a majority of the total voting power represented at Directors then in office shall constitute a meeting at which quorum. If a quorum is present shall constitute an act not achieved at any duly called meeting, such meeting may be postponed to a time no earlier than 48 hours after written notice of such postponement has been given to the Board of Directors. In the case of an equality of votes, the Chairman, if any, or in the absence of the Chairman, a director designated by the Board of Directors to preside at a meeting of the Board of Directors, shall have a second or casting vote in addition to any other vote such person may have.

Board of Directors. (i) From and after the Effective Date, the Company shall have a Board consisting of no more than eleven (11) directors, of which: (a) As of Yang Lei shall have the Execution Dateright to appoint one (1) director on the Board (the “Yang Lei Director”); (b) the Founder Majority shall have the right to jointly appoint four (4) directors on the Board (the “Founder Directors”); (c) Antfin shall have the right to appoint two (2) directors on the Board (the “Antfin Directors”); (d) GGV shall have the right to appoint one (1) director on the Board (the “GGV Director”); (e) Chengwei Capital shall have the right to appoint one (1) director on the Board (the “Chengwei Capital Director”); (f) Fosun shall have the right to appoint one (1) director on the Board (the “Fosun Director”); (g) Primavera, for so long as it (together with its Affiliates) holds any Series E2 Preferred Shares, shall have the right to appoint one (1) director on the Board (the “Primavera Director”, together with the GGV Director, the Board of Directors shall consist of Chengwei Capital Director, the following members: (i) Fosun Director, the Chief Executive Officer of the Company“Investor Directors”); (ii) A Founder Director shall serve and be elected by the Chief Operating Officer other directors as the chairman of the Company;Board. (iii) Each director on the Board shall have one (1) director appointed by the Chief Executive Officer vote. The chairman of the Company;Board shall not have a casting vote. (iv) one (1) Round A Director; (v) one (1) Round B Director; and (vi) one (1) Preferred Share Director (b) Each of An individual designated by CSRF, an individual designated by CATL, an individual designated by SCGC, an individual designated by Grains Valley Capital, an individual designated by Youon Investment, an individual designated by High Flyer, an individual designated by GBA, an individual designated by Banyan and an individual designated by All-Stars shall have the Founders and right to attend the Affiliate Investors shall take all actions available to it in its capacity as a shareholder of the Company, to take or cause to be taken all actions available to each that are necessary to maintain the composition meetings of the Board as an observer (as well as view all materials presented at the meetings of Directors as set forth in Section 10.1(a). (cthe Board) Only without voting rights. The General Manager or chairman of the Party who had the power to designate a director pursuant to Section 10.1(a) Board shall have the power right to remove such director. Each of the Parties hereto agrees to take such action as is necessary to call a special meeting of the shareholders of the Company (or effect a written consent in lieu thereof) for the purpose of effecting require, at his sole discretion, any such removalindividual to be excluded from any Board meeting or any portion thereof. Without the Board’s written consent, CSRF, CATL, SCGC, Grains Valley Capital, Youon Investment, High Flyer, GBA, Banyan and All-Stars shall not replace any such observer, and at such meeting each such Party shall vote to accomplish said result. In the event that any director is removed or shall have resigned or become unable to serve, the Party who had the power to designate such director pursuant to Section 10.1(a) Board shall have the power right to designate a person reasonably qualified require CSRF, CATL, SCGC, Grains Valley Capital, Youon Investment, High Flyer, GBA, Banyan and All-Stars to serve on the Board of Directors to fill replace any such vacancy, whereupon each of the Parties hereto, or their successors and assigns, agree to take such action as is necessary to promptly elect such person to fill such vacancy (including, if necessary, calling a special meeting of the shareholders of the Company (or effect a written consent in lieu thereof) and voting all shares owned by the Parties hereto to accomplish such result). Except as provided above, no Party shall vote in favor of, or otherwise take any actions in respect of, the removal of any director who shall have been designated or nominated pursuant to Section 10.1(a). (d) The Board of Directors shall have a Chairman, and each of the Founders and the Affiliate Investors shall cause its designee directors(s) to support resolutions and actions by written consent of the Board of Directors that maintain or appoint observer with an individual acceptable to the position of Chairman of the Board of Directors the Chief Executive Officer of the CompanyBoard. (e) On all actions to be taken and matters to be decided by the Board of Directors, each director shall be entitled to cast one (1) vote, and subject to Section 10.3, the affirmative vote of the directors having a majority of the total voting power represented at a meeting at which a quorum is present shall constitute an act of the Board of Directors. In the case of an equality of votes, the Chairman, if any, or in the absence of the Chairman, a director designated by the Board of Directors to preside at a meeting of the Board of Directors, shall have a second or casting vote in addition to any other vote such person may have.

Board of Directors. (a) As Subject to the terms and conditions of this Agreement, from and after the Execution DateEffective Time and until a Termination Event (as defined below) shall have occurred, the Stockholder shall have the right to designate one person to be nominated to serve on the Board (the “Nominee”) by giving written notice to the Company in accordance with Section 6 hereof in no event later than the deadline for receipt of Directors shall consist a stockholder proposal to be eligible for inclusion in the Company’s proxy statement pursuant to Rule 14a-8 under the Securities Exchange Act of the following members: (i) the Chief Executive Officer 1934, with respect to any meeting of the Company; ’s stockholders at which directors of Class III are to be elected (iior, if the Company’s Certificate of Incorporation no longer provides for the division of directors into three (3) the Chief Operating Officer classes, any meeting of the Company; ’s stockholders at which directors are to be elected) (iii) one (1) director appointed by the Chief Executive Officer of the Company; (iv) one (1) Round A Director; (v) one (1) Round B Director; and (vi) one (1) Preferred Share Directorany such meeting, an “Applicable Election”). (b) Each of The Stockholder will, in connection with such nomination, (i) provide such additional information about the Founders Nominee as reasonably requested by the Nominating and the Affiliate Investors shall take all actions available to it in its capacity as a shareholder of the Company, to take or cause to be taken all actions available to each that are necessary to maintain the composition Corporate Governance Committee of the Board or other relevant committee of Directors as set forth in Section 10.1(a)the Board that oversees nominations of members of the Board (the “Committee”) and (ii) cause the Nominee to be reasonably available for interviews and discussions with the Committee. (c) Only For so long as the Party who had Company’s Certificate of Incorporation shall provide for the power to designate division of directors into three (3) classes, the Nominee shall be designated as a director pursuant to Section 10.1(a) shall have the power to remove such Class III director. Each of the Parties hereto agrees to take such action as is necessary to call a special meeting of the shareholders of The initial Nominee shall be ▇▇▇▇▇▇▇▇ Box, and the Company (or effect a written consent in lieu thereof) for the purpose of effecting any hereby confirms that such removalinitial Nominee has been reviewed by and is acceptable to, and at such meeting each such Party shall vote has been consented to accomplish said result. In the event that any director is removed or shall have resigned or become unable to serveby, the Party who had Committee and the power to designate such director pursuant to Section 10.1(a) shall have the power to designate a person reasonably qualified to serve on the Board of Directors to fill such vacancy, whereupon each of the Parties hereto, or their successors and assigns, agree to take such action as is necessary to promptly elect such person to fill such vacancy (including, if necessary, calling a special meeting of the shareholders of the Company (or effect a written consent in lieu thereof) and voting all shares owned by the Parties hereto to accomplish such result). Except as provided above, no Party shall vote in favor of, or otherwise take any actions in respect of, the removal of any director who shall have been designated or nominated pursuant to Section 10.1(a)Board. (d) The Board Subject to Section 1(m), the Company shall take all actions reasonably necessary to ensure that (i) the Nominee is included in the Board’s slate of Directors shall have a Chairman, and each nominees submitted to the stockholders for election as directors at the next Applicable Election; (ii) the Nominee is included in the proxy statement prepared by management of the Founders and Company in connection with soliciting proxies for the Affiliate Investors shall cause its designee directors(snext Applicable Election; (iii) to support resolutions and actions by written consent the Board recommends that the Company’s stockholders vote in favor of the Board election of Directors that maintain or appoint the Nominee; (iv) the Company supports the Nominee for election in a manner no less favorable than the manner in which the Company supports its other nominees; and (v) the Company otherwise uses commercially reasonable efforts to cause the election of the Nominee to the position of Chairman of the Board of Directors the Chief Executive Officer of the Companyat each Applicable Election. (e) On all actions If there is a Nominee Rejection (as defined below) pursuant to Section 1(m) hereof, then the Stockholder shall have the right to designate an alternate person to be taken and matters to be decided nominated for election by the Board (the “Alternate Nominee”) by giving written notice to the Company in accordance with Section 6 hereof in no event later than fifteen (15) days after receipt of Directorsnotice of the Nominee Rejection. (f) The Stockholder will, in connection with such nomination, (i) provide such additional information about the Alternate Nominee as reasonably requested by the Committee and (ii) cause the Alternate Nominee to be reasonably available for interviews and discussions with the Committee. (g) Subject to Section 1(m), the Company shall take all actions reasonably necessary to ensure that: (i) the Alternate Nominee is included in the Board’s slate of nominees submitted to the Company’s stockholders for election as directors at the next Applicable Election; (ii) the Alternate Nominee is included in the proxy statement prepared by management of the Company in connection with soliciting proxies for the next Applicable Election; (iii) the Board recommends that the Company’s stockholders vote in favor of the election of the Alternate Nominee; (iv) the Company supports the Alternate Nominee for election in a manner no less favorable than the manner in which the Company supports its other nominees; and (v) the Company otherwise uses commercially reasonable efforts to cause the election of the Alternate Nominee to the Board at each director Applicable Election. (h) The Company shall work in good faith with the Stockholder to identify and pre-clear Nominees and Alternate Nominees, as the case may be, and take such other actions as reasonably requested by the Stockholder to assist the Stockholder in submitting Nominees or Alternate Nominees, as the case may be, that will not result in a Nominee Rejection under Section 1(m) hereof. (i) Notwithstanding anything to the contrary contained in this Agreement, the rights of the Stockholder under this Agreement shall terminate automatically (the “Termination Event”) upon the Stockholder, together with its Related Parties, ceasing to Beneficially Own for a period of twenty (20) consecutive trading days, in the aggregate, at least Twenty-Two Million Five Hundred Thousand (22,500,000) shares of Common Stock (the “Minimum Shares”). The Stockholder shall notify the Company within three (3) Business Days after the occurrence of a Termination Event. (j) Prior to a Termination Event, if a vacancy occurs because of the death, disability, disqualification, resignation or removal of a Nominee or Alternate Nominee, as the case may be, as a member of the Board, the Company shall provide notice of such vacancy to the Stockholder within five (5) Business Days of such vacancy. The Stockholder shall be entitled to cast one designate such person’s successor (1the “Vacancy Nominee”) voteby giving written notice to the Company within thirty (30) days of the date the Stockholder receives notification of the vacancy from the Company. The Stockholder will provide the Company with such additional information about the Vacancy Nominee as reasonably requested by the Committee and cause the Vacancy Nominee to be reasonably available for interviews and discussions with the Committee. Any successor that is appointed to fill a vacancy pursuant to this Section 1(j) shall have the right to serve until the next Applicable Election, or until his/her successor is elected and duly qualified. (k) If there is a Nominee Rejection with respect to a Vacancy Nominee, then the Stockholder shall have the right to designate an alternative person to fill the vacancy (the “Alternative Vacancy Nominee”) by giving written notice to the Company in accordance with Section 6 hereof in no event later than fifteen (15) days after receipt of notice of the Nominee Rejection. The Stockholder will provide the Company with such additional information about the Alternative Vacancy Nominee as reasonably requested by the Committee and cause the Alternative Vacancy Nominee to be reasonably available for interviews and discussions with the Committee. (l) Notwithstanding anything to the contrary contained in this Agreement, and subject to Section 10.3for the avoidance of doubt, the affirmative vote of Stockholder shall only have the directors having a majority of the total voting power represented right to nominate or designate one person at a meeting at which time to serve as a quorum is present shall constitute an act member of the Board in accordance with the terms and conditions of Directors. In this Section 1, and in no event will the case Company or the Board be obligated to nominate or designate a person to the Board that, upon such person’s election by the stockholders of an equality the Company or appointment by the Board, would result in more than one nominee or designee of votesthe Stockholder serving as a member of the Board. (m) Notwithstanding anything in this Agreement to the contrary, the ChairmanCompany shall not be obligated to appoint to the Board, if anycause to be nominated for election to the Board or recommend to the stockholders the election of any person the appointment, nomination or recommendation of whom the Board or the Committee determines in good faith, after consultation with and upon the absence advice of outside legal counsel, would constitute a breach of its fiduciary duties (a “Nominee Rejection”); provided, however, that upon the occurrence of a Nominee Rejection, the Company shall promptly notify the Stockholder of the Chairman, occurrence of such Nominee Rejection and permit the Stockholder to provide an alternate person in accordance with the applicable provisions hereof (Section 1(e) for a director designated by Nominee or Alternate Nominee for election at stockholder meetings and Section 1(j) and Section 1(k) for a Vacancy Nominee or Alternative Vacancy Nominee for filling vacancies on the Board of Directors Board) and the Company shall use commercially reasonable efforts to preside at a meeting of the Board of Directors, shall have a second or casting vote in addition perform its obligations hereunder with respect to any other vote such person may havealternate nominee.

Board of Directors. (a) As In the event FKWW and the other parties ------------------ thereto consummate the purchase of the Execution DateCompany Stock from the ▇▇▇▇▇▇▇▇▇ Sellers pursuant to the ▇▇▇▇▇▇▇▇▇ Purchase Agreement prior to the Closing of the Merger, FKWW shall, from and after such closing, be entitled to designate, at its option, upon notice to the Company, up to that number of directors, rounded to the nearest whole number, of the Company's Board of Directors, subject to compliance with Section 14(f) of the Exchange Act, as will make the percentage of the Company's directors designated by FKWW equal to the aggregate voting power of the Shares of Company Stock held by FKWW or any of its Subsidiaries (after giving effect to the conversion of the Class A Stock to Class B Stock and the conversion of any Class C Stock and any Convertible Notes then held by FKWW or its Subsidiaries into Class B Stock); provided, however, that the Company -------- ------- shall not be obligated and need not appoint any designee or designees to the Board of Directors shall consist of the following members: Company who, in the Board's good faith judgment, are not fit to be Directors of the Company; and provided, further, that in the event -------- ------- that FKWW designees are elected to the Board of Directors of the Company, such Board of Directors shall have, until the Effective Time, at least two directors who are Class B Directors on the date of this Agreement (the "Continuing ---------- Directors"), and provided, further that, in such event, if the number of --------- -------- ------- Continuing Directors shall be reduced below two for any reason whatsoever, the remaining Continuing Directors shall be permitted to designate an individual to fill such vacancy who would be an "independent director" under the rules of the New York Stock Exchange (such designee to be deemed to be a Continuing Director for purposes of this Agreement) or, if no Continuing Directors then remain, the other directors shall designate two individuals to fill such vacancies who shall not be officers, directors, employees or Affiliates of FKWW or any of its Affiliates and shall otherwise be "independent directors" under the rules of the New York Stock Exchange (each designee to be deemed to be a Continuing Director for purposes of this Agreement). To the fullest extent permitted by applicable law, the Company shall take all actions requested by FKWW which are reasonably necessary to effect the election of any such designee or designees, including the inclusion in the Information Statement, or a separate mailing, of the information required by Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder, and the making of such mailing as part of the Information Statement or otherwise, as requested by FKWW (provided that FKWW shall have provided to the Company on a timely basis all information required to be included with respect to FKWW designees). In connection with the foregoing, the Company will promptly either increase the size of the Company's Board of Directors and/or obtain the resignation of such number of its current directors as is necessary to enable FKWW designees to be elected or appointed to the Company's Board of Directors as provided above. Following the election or appointment of FKWW's designees pursuant to this Section 6.8 and prior to the Effective Time, any amendment, or waiver of any term or condition, of this Agreement or the Amended and Restated Certificate of Incorporation or Restated By-Laws of the Company, any termination of this Agreement by the Company, any extension by the Company of the time for the performance of any of the obligations or other acts of FKWW or FKW Sub or waiver or assertion of any of the Company's rights hereunder, or any other consents or actions by the Board of Directors with respect to this Agreement or the Guaranty, will require, and will require only, the concurrence of a majority of the Continuing Directors, except to the extent that applicable law requires that such action be acted upon by the full Board of Directors, in which case such action will require the concurrence of a majority of the Directors, which majority shall include each of the Continuing Directors, and no other action by the Company shall be required for purposes of this Agreement. After the date of this Agreement, until the earlier of (i) the Chief Executive Officer of the Company; Effective Time, and (ii) the Chief Operating Officer termination of this Agreement, FKWW will not exercise any rights it may have as a stockholder of the Company; (iii) one (1) director appointed by the Chief Executive Officer of the Company; (iv) one (1) Round A Director; (v) one (1) Round B Director; and (vi) one (1) Preferred Share Director (b) Each of the Founders and the Affiliate Investors shall take all actions available Company to it effect a change in its capacity as a shareholder of the Company, to take or cause to be taken all actions available to each that are necessary to maintain the composition of the Board of Directors as set forth in Section 10.1(a). (c) Only the Party who had the power to designate a director pursuant to Section 10.1(a) shall have the power to remove such director. Each of the Parties hereto agrees to take such action as is necessary to call a special meeting of the shareholders of the Company (or effect a written consent in lieu thereof) for the purpose of effecting any such removal, and at such meeting each such Party shall vote to accomplish said result. In the event that any director is removed or shall have resigned or become unable to serve, the Party who had the power to designate such director pursuant to Section 10.1(a) shall have the power to designate a person reasonably qualified to serve on the Board of Directors to fill such vacancy, whereupon each of the Parties hereto, or their successors and assigns, agree to take such action as is necessary to promptly elect such person to fill such vacancy (including, if necessary, calling a special meeting of the shareholders of the Company (or effect a written consent in lieu thereof) and voting all shares owned by the Parties hereto to accomplish such result). Except as provided above, no Party shall vote in favor of, or otherwise take any actions in respect of, the removal of any director who shall have been designated or nominated pursuant to Section 10.1(a). (d) The Board of Directors shall have a Chairman, and each of the Founders and the Affiliate Investors shall cause its designee directors(s) to support resolutions and actions by written consent of the Board of Directors that maintain or appoint to the position of Chairman of the Board of Directors the Chief Executive Officer of the Company, except as provided for in this Section 6.8. (e) On all actions to be taken and matters to be decided by the Board of Directors, each director shall be entitled to cast one (1) vote, and subject to Section 10.3, the affirmative vote of the directors having a majority of the total voting power represented at a meeting at which a quorum is present shall constitute an act of the Board of Directors. In the case of an equality of votes, the Chairman, if any, or in the absence of the Chairman, a director designated by the Board of Directors to preside at a meeting of the Board of Directors, shall have a second or casting vote in addition to any other vote such person may have.

Board of Directors. On or before the Closing: (ai) As Acquiror shall obtain a letter of resignation from ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ as a member of its board of directors, such resignation to be effective at 12:00 noon eastern standard time on the first Business Day after the Closing, (ii) Acquiror shall obtain letters of resignation from ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, constituting all of the Execution Dateremaining members of Acquiror's board of directors on the date hereof, such resignations to be effective on such date and at such time as ▇▇▇ ▇▇▇▇-▇▇▇▇▇ and ▇▇▇▇▇▇ ▇▇▇▇▇▇-▇▇▇▇▇▇▇ shall decide in their sole discretion, and (iii) Acquiror shall take all necessary corporate action, including amending Acquiror's bylaws if necessary, to appoint ▇▇▇ ▇▇▇▇-▇▇▇▇▇ and ▇▇▇▇▇▇ ▇▇▇▇▇▇-▇▇▇▇▇▇▇ to serve as directors of Acquiror, such appointments to be effective immediately upon Closing. Acquiror shall supply MailKey with all information, and be solely responsible for such information, with respect to the officers and directors of Acquiror as they exist immediately prior to Closing to the extent MailKey may be wish to provide such information to Acquiror's shareholders pursuant to Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder in connection with any decision by MailKey to appoint new directors to the Board of Directors of Acquiror subsequent to Closing. Commencing upon Closing and continuing until the date and time ▇▇▇▇▇▇ ▇. ▇▇▇▇▇'▇ resignation from Acquiror's board of directors becomes effective as provided in this Section 5.13, Acquiror shall consist of the following members: (i) the Chief Executive Officer of the Company; (ii) the Chief Operating Officer of the Company; (iii) one (1) director appointed by the Chief Executive Officer of the Company; (iv) one (1) Round A Director; (v) one (1) Round B Director; and (vi) one (1) Preferred Share Director (b) Each of the Founders and the Affiliate Investors shall not take all actions available to it in its capacity as a shareholder of the Companyany action, or fail to take or cause any action, that would be reasonably likely to be taken all actions available to each that are necessary to maintain the composition result in any of the Board of Directors as its representations and warranties set forth in Section 10.1(a). (c) Only this Agreement to become untrue in any material respect if such representations and warrants were made at the Party who had the power to designate a director pursuant to Section 10.1(a) shall have the power to remove such director. Each of the Parties hereto agrees to take time any such action as is necessary to call a special meeting of the shareholders of the Company (or effect a written consent in lieu thereof) for the purpose of effecting any such removal, and at such meeting each such Party shall vote to accomplish said result. In the event that any director is removed or shall have resigned or become unable to serve, the Party who had the power to designate such director pursuant to Section 10.1(a) shall have the power to designate a person reasonably qualified to serve on the Board of Directors to fill such vacancy, whereupon each of the Parties hereto, or their successors and assigns, agree to take such action as is necessary to promptly elect such person to fill such vacancy (including, if necessary, calling a special meeting of the shareholders of the Company (or effect a written consent in lieu thereof) and voting all shares owned by the Parties hereto to accomplish such result). Except as provided above, no Party shall vote in favor of, or otherwise take any actions in respect of, the removal of any director who shall have been designated or nominated pursuant to Section 10.1(a)taken. (d) The Board of Directors shall have a Chairman, and each of the Founders and the Affiliate Investors shall cause its designee directors(s) to support resolutions and actions by written consent of the Board of Directors that maintain or appoint to the position of Chairman of the Board of Directors the Chief Executive Officer of the Company. (e) On all actions to be taken and matters to be decided by the Board of Directors, each director shall be entitled to cast one (1) vote, and subject to Section 10.3, the affirmative vote of the directors having a majority of the total voting power represented at a meeting at which a quorum is present shall constitute an act of the Board of Directors. In the case of an equality of votes, the Chairman, if any, or in the absence of the Chairman, a director designated by the Board of Directors to preside at a meeting of the Board of Directors, shall have a second or casting vote in addition to any other vote such person may have.

Board of Directors. (a) As Promptly after such time as Sub acquires Shares pursuant to the Offer, Sub shall be entitled to designate at its option up to that number of directors, rounded to the nearest whole number, of the Execution DateCompany's Board of Directors, subject to compliance with Section 14(f) of the Exchange Act, as shall make the percentage of the Company's directors designated by Sub equal to the aggregate voting power of the Shares held by Parent or any of its Subsidiaries (assuming the exercise of all outstanding options to purchase, and the conversion or exchange of all securities convertible or exchangeable into shares of the Company Capital Stock); provided, however, that the size of the Company's Board of Directors shall not be larger than 10 persons; provided, further, that in the event that Sub's designees are elected to the Board of Directors shall consist of the following members: (i) the Chief Executive Officer of the Company; (ii) the Chief Operating Officer of the Company; (iii) one (1) director appointed by the Chief Executive Officer of the Company; (iv) one (1) Round A Director; (v) one (1) Round B Director; and (vi) one (1) Preferred Share Director (b) Each of the Founders and the Affiliate Investors shall take all actions available to it in its capacity as a shareholder of the Company, to take or cause to be taken all actions available to each that are necessary to maintain until the composition of the Effective Time, such Board of Directors as set forth shall have, and Parent shall cause the Board to have, at least three directors who are directors on the date of this Agreement (of which at least two directors are not officers of the Company) (collectively, the "Independent Directors"); and provided, further that, in Section 10.1(a). (c) Only such event, if the Party who had number of Independent Directors shall be reduced below three for any reason whatsoever, the power to remaining Independent Directors shall designate a director pursuant to Section 10.1(a) shall have the power to remove such director. Each of the Parties hereto agrees to take such action as is necessary to call a special meeting of the shareholders of the Company (or effect a written consent in lieu thereof) for the purpose of effecting any such removal, and at such meeting each such Party shall vote to accomplish said result. In the event that any director is removed or shall have resigned or become unable to serve, the Party who had the power to designate such director pursuant to Section 10.1(a) shall have the power to designate a person reasonably qualified to serve on the Board of Directors to fill such vacancy, whereupon each of the Parties hereto, or their successors and assigns, agree to take such action as is necessary to promptly elect such person to fill such vacancy (includingwho shall be deemed to be an Independent Director for purposes of this Agreement or, if necessaryno Independent Directors then remain, calling a special meeting of the shareholders other directors of the Company as of the date of this Agreement shall designate three persons to fill such vacancies who shall not be officers or affiliates of the Company or any of its Subsidiaries, or officers or affiliates of Parent or any of its Subsidiaries, and such persons shall be deemed to be Independent Directors for purposes of this Agreement. Subject to applicable law, the Company shall take all action requested by Parent that is reasonably necessary to effect any such election, including mailing to its shareholders the Information Statement containing the information required by Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder, and the Company agrees to make such mailing with the mailing of the Schedule 14D-9 (or effect provided that Sub shall have provided to the Company on a written consent timely basis all information required to be included in lieu thereof) and voting all shares owned by the Parties hereto Information Statement with respect to accomplish such resultSub's designees). Except In connection with the foregoing, the Company promptly shall, at the option of Parent, either increase the size of the Company's Board of Directors and/or obtain the resignation of such number of its current directors as is necessary to enable Sub's designees to be elected or appointed to the Company's Board of Directors as provided above, no Party shall vote in favor of, or otherwise take any actions in respect of, the removal of any director who shall have been designated or nominated pursuant to Section 10.1(a). (d) The Board of Directors shall have a Chairman, and each of the Founders and the Affiliate Investors shall cause its designee directors(s) to support resolutions and actions by written consent of the Board of Directors that maintain or appoint to the position of Chairman of the Board of Directors the Chief Executive Officer of the Company. (e) On all actions to be taken and matters to be decided by the Board of Directors, each director shall be entitled to cast one (1) vote, and subject to Section 10.3, the affirmative vote of the directors having a majority of the total voting power represented at a meeting at which a quorum is present shall constitute an act of the Board of Directors. In the case of an equality of votes, the Chairman, if any, or in the absence of the Chairman, a director designated by the Board of Directors to preside at a meeting of the Board of Directors, shall have a second or casting vote in addition to any other vote such person may have.

Board of Directors. (a) As The governance and administration of the Execution Date, the Corporation shall be entrusted to a Board of Directors composed of five (5) members, one of whom shall consist be its President. The Class A shareholders, making the decision on behalf of its Class in the following members: (i) the Chief Executive Officer of the Company; (ii) the Chief Operating Officer of the Company; (iii) one (1) director appointed by the Chief Executive Officer of the Company; (iv) one (1) Round A Director; (v) one (1) Round B Director; and (vi) one (1) Preferred Share Director (b) Each of the Founders and the Affiliate Investors shall take all actions available to it in its capacity as a shareholder of the Companycorresponding Shareholders’ Meeting, to take or cause to be taken all actions available to each that are necessary to maintain the composition of the Board of Directors as set forth in Section 10.1(a). (c) Only the Party who had the power to designate a director pursuant to Section 10.1(a) shall have the power exclusive right to remove such director. Each of the Parties hereto agrees to take such action as is necessary to call a special meeting of the shareholders of the Company appoint three (or effect a written consent in lieu thereof3) for the purpose of effecting any such removal, and at such meeting each such Party shall vote to accomplish said result. In the event that any director is removed or shall have resigned or become unable to serve, the Party who had the power to designate such director pursuant to Section 10.1(a) shall have the power to designate a person reasonably qualified to serve on the Board of Directors to fill such vacancy, whereupon each of the Parties hereto, or their successors and assigns, agree to take such action as is necessary to promptly elect such person to fill such vacancy (including, if necessary, calling a special meeting of the shareholders of the Company (or effect a written consent in lieu thereof) and voting all shares owned by the Parties hereto to accomplish such result). Except as provided above, no Party shall vote in favor of, or otherwise take any actions in respect of, the removal of any director who shall have been designated or nominated pursuant to Section 10.1(a). (d) The Board of Directors shall have a Chairman, and each of the Founders and the Affiliate Investors shall cause its designee directors(s) to support resolutions and actions by written consent of the Board of Directors that maintain or appoint to the position of Chairman of the Board of Directors the Chief Executive Officer of the Company. (e) On all actions to be taken and matters to be decided by the Board of Directors, each director shall be entitled to cast one (1) vote, and subject to Section 10.3, the affirmative vote of the directors having a majority of the total voting power represented at a meeting at which a quorum is present shall constitute an act of the Board of Directors. In the case of an equality of votes, the Chairman, if any, or in the absence of the Chairman, a director designated by the Board of Directors to preside at a meeting principal members of the Board of Directors, including the President, and their respective alternates. The Class B shareholders, making the decision on behalf of its Class in the corresponding Shareholders’ Meeting, shall have the exclusive right to appoint, by vote of a second simple majority of the Class B shares, two (2) principal members of the Board of Directors and their respective alternates. In case of the President’s absence, the Class A shareholders shall elect a substitute who shall assume the same duties and powers attributed to such office by this document. In case of the absence of any director, such director will be replaced in the exercise of his duties, by the corresponding alternate, who shall be summoned by the Board of Directors. If the alternate of any director is unable to replace such director, the President or casting vote whoever acts for him will call as the replacement any of the alternates of the other directors corresponding to the same Class of stock with the purpose of filling such alternate position. On the occurrence of the definitive absence of any director, the President or whoever acts for him will call a Shareholders’ Meeting to elect a substitute for the remaining term of office, with the understanding that such substitute will be elected by shareholders of the Class which corresponds to the appointment of the absent director. Chapter XI of this Charter and By-laws lists the current principal directors, including the President, and their alternates, all of whom shall serve in addition to any other vote such person may havecapacity during the first statutory period.

Board of Directors. (a) As Promptly upon the purchase by the Purchaser of more than 50% of the Execution Dateoutstanding Shares on a fully-diluted basis pursuant to the Offer and from time to time thereafter, the Company shall use its best efforts to allow the Purchaser to designate up to the minimum number of directors necessary in order for the result (expressed as a fraction) derived by dividing the number of directors so designated by the total number of directors to be at least equal to the result (expressed as a fraction) derived by dividing the Shares then held by the Purchaser by the total number of Shares then outstanding; PROVIDED, HOWEVER, that until the Effective Time (as defined in Section 2.5 hereof) the Board of Directors will have at least two (2) Independent Directors (as defined in Section 1.3(c) hereof). Upon request by the Purchaser, the Company shall consist use its best efforts promptly, at the Company's election, either to increase the size of the following members: (i) Board or to secure the Chief Executive Officer resignation of such number of directors as is necessary to enable the Company; (ii) Purchaser's designees to be elected to the Chief Operating Officer of Board, and to cause the Company; (iii) one (1) director appointed by the Chief Executive Officer of the Company; (iv) one (1) Round A Director; (v) one (1) Round B Director; and (vi) one (1) Preferred Share DirectorPurchaser's designees to be so elected. (b) Each The Company's obligations with respect to the election of the Founders Purchaser's designees to the Board of Directors of the Company shall be subject to Section 14(f) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the Affiliate Investors Rule 14f-1 promulgated thereunder. The Company shall promptly take all actions available required pursuant to it Section 14(f) and Rule 14f-1 in order to fulfill its capacity obligations under this Section 1.3 and shall include in the Schedule 14D-9 such information with respect to the Company and its officers and directors as a shareholder is required under Section 14(f) and Rule 14f-1. The Parent and the Purchaser will supply to the Company in writing and shall be solely responsible for any information with respect to any of them and their nominees, officers, directors and affiliates required by Section 14(f) and Rule 14f-1. Agreement and Plan of Merger (c) Following the election or appointment of the Purchaser's designees pursuant to this Section 1.3 and prior to the Effective Time, any amendment to this Agreement or of the Certificate of Incorporation or By-Laws of the Company, to take or cause to be taken all actions available to each that are necessary to maintain any termination of this Agreement by the composition Company, any extension by the Company of the Board time for the performance of Directors as set forth in Section 10.1(a). (c) Only the Party who had the power to designate a director pursuant to Section 10.1(a) shall have the power to remove such director. Each any of the Parties hereto agrees to take such action as is necessary to call a special meeting obligations or other acts of the shareholders of Parent or the Company (or effect a written consent in lieu thereof) for the purpose of effecting Purchaser and any such removal, and at such meeting each such Party shall vote to accomplish said result. In the event that any director is removed or shall have resigned or become unable to serve, the Party who had the power to designate such director pursuant to Section 10.1(a) shall have the power to designate a person reasonably qualified to serve on the Board of Directors to fill such vacancy, whereupon each of the Parties hereto, or their successors and assigns, agree to take such action as is necessary to promptly elect such person to fill such vacancy (including, if necessary, calling a special meeting of the shareholders of the Company (or effect a written consent in lieu thereof) and voting all shares owned by the Parties hereto to accomplish such result). Except as provided above, no Party shall vote in favor of, or otherwise take any actions in respect of, the removal waiver of any director who shall have been designated or nominated pursuant to Section 10.1(a). (d) The Board of Directors shall have a Chairman, and each of the Founders and the Affiliate Investors shall cause its designee directors(s) to support resolutions and actions by written consent of the Board of Directors that maintain or appoint to the position of Chairman of the Board of Directors the Chief Executive Officer of the Company. (e) On all actions to be taken and matters to be decided by 's rights under this Agreement will require the Board concurrence of Directors, each director shall be entitled to cast one (1) vote, and subject to Section 10.3, the affirmative vote of the directors having a majority of the total voting power represented at a meeting at which a quorum is present shall constitute an act directors of the Board of Directors. In the case of an equality of votes, the Chairman, if any, or Company then in the absence of the Chairman, a director office who are neither designated by the Board of Directors to preside at a meeting Purchaser nor otherwise affiliated with the Parent or the Purchaser nor employees of the Board Company or any of its subsidiaries (the "Independent Directors, shall have a second or casting vote in addition to any other vote such person may have").

Board of Directors. (a) As of the Execution Date, the Board 6.1 The number of Directors shall consist of the following members: be three (i) the Chief Executive Officer of the Company; (ii) the Chief Operating Officer of the Company; (iii) one (1) director appointed by the Chief Executive Officer of the Company; (iv) one (1) Round A Director; (v) one (1) Round B Director; and (vi) one (1) Preferred Share Director (b) Each of the Founders and the Affiliate Investors shall take all actions available to it in its capacity as a shareholder of the Company, to take or cause to be taken all actions available to each that are necessary to maintain the composition of the Board of Directors as set forth in Section 10.1(a3). 6.2 DLG shall be entitled to request the appointment of all three (c3) Only the Party who had the power to designate a director pursuant to Section 10.1(a) shall have the power to remove such director. Each of the Parties hereto agrees to take such action as is necessary to call a special meeting of the shareholders of the Company (or effect a written consent in lieu thereof) for the purpose of effecting any such removal, and at such meeting each such Party shall vote to accomplish said result. In the event that any director is removed or shall have resigned or become unable to serve, the Party who had the power to designate such director pursuant to Section 10.1(a) shall have the power to designate a person reasonably qualified to serve on the Board of Directors to fill such vacancy, whereupon each of the Parties hereto, or their successors and assigns, agree to take such action as is necessary to promptly elect such person to fill such vacancy (including, if necessary, calling a special meeting of the shareholders of the Company (or effect a written consent in lieu thereof) and voting all shares owned by the Parties hereto to accomplish such result). Except as provided above, no Party shall vote in favor of, or otherwise take any actions in respect of, the removal of any director who shall have been designated or nominated pursuant to Section 10.1(a). (d) The Board of Directors shall have a ChairmanDirectors, and each of the Founders Shareholders shall exercise its rights as a shareholder in the Company to vote in favour of the appointment or removal, as the case may be, of any Director whose appointment or removal, as the case may be, is requested by DLG. DLG agrees that one (1) of the three (3) Directors to be initially appointed shall be ZJT. The right of appointment of Directors conferred on DLG under this Clause 6.2 shall include the right of DLG to remove from office at any time and from time to time such person(s) appointed by DLG as a Director and the Affiliate Investors right of DLG at any time and from time to time to determine the period during which such person shall cause hold the office of Director. Regardless of whether DLG has exercised its designee directors(s) rights of appointment, it shall also be entitled to support resolutions and actions by written consent nominate an observer to attend all meetings of the Board of Directors that maintain or appoint and such representative shall be provided with the same information and notifications as is provided to the position Directors. 6.3 Every request for the appointment or removal of a Director shall be in writing and signed by or on behalf of DLG and shall be delivered to the registered office for the time being of the Company. Whenever for any reason a person appointed ceases to be a Director, DLG shall be entitled to appoint forthwith another Director. 6.4 The Chairman shall be elected by the Directors and shall hold office until the termination of the next annual general meeting following his appointment. The Chairman shall not be entitled to a second or casting vote at any meeting of the Board of Directors the Chief Executive Officer or at any general meeting of the Company. (e) On all actions to 6.5 All decisions of the Board shall be taken and matters to be decided by the Board of Directors, each director shall be entitled to cast one (1) vote, and subject to Section 10.3, the affirmative vote a simple majority of the directors having Board, save for (a) the matters under Clause 14.2 which shall require the approval of the holders of a majority of the total voting power represented of Class B Shares and shall include the Initial Class B Shareholders, (b) the matters under Clause 14.3 which shall require the prior written consent of DLG, and (c) if required to do so under Applicable Laws. 6.6 The Board shall meet at a meeting at which a quorum is present shall constitute an act least four (4) times per year in Singapore or any other place as the Board may decide for purposes of discussing reports and other matters. 6.7 At least 14 days’ notice of meetings of the Board including details of Directorsthe agenda and any relevant papers or documents to be discussed at such Board meeting shall be given to each Director at such address as he shall from time to time notify to the Company for this purpose. In the case of an equality of votesurgent business, the Chairmanright to receive notice may be waived by any Director by cable, if anytelex, facsimile or otherwise in writing. Each notice of meeting of the Board shall contain an agenda of the business to be discussed at such meeting and unless agreed by all Directors present, no Board meeting shall vote on or resolve any matter not specified or referred to in the absence agenda. 6.8 Each Director present personally or by his alternate shall have one (1) vote at all meetings of the Chairman, a director designated by Board. The quorum of all meetings of the Board shall be two (2) Directors, provided that where no quorum is present at any duly convened meeting, the meeting shall be adjourned to seven (7) days thereafter at the same time and place and such Directors as are present at such meeting shall be the quorum. 6.9 A resolution in writing signed by a majority of the Directors to preside for the time being or their alternates shall be valid and effectual as if it had been passed at a meeting of the Board duly convened and held, save for (a) the matters under Clause 14.2 which shall require the approval of the holders of a majority of the voting power of Class B Shares and shall include the Initial Class B Shareholders, (b) the matters under Clause 14.3 which shall require the prior written consent of DLG, and (c) if required to do so under Applicable Laws. Any such resolution may consist of several documents in like form, each signed by one (1) or more of the Directors. 6.10 Discussion at all meetings of the Board shall be duly recorded by such person as the Board may direct and minutes of such meetings shall be drawn up and circulated to all the Directors at least 14 days prior to the next meeting of the Board. 6.11 A Director shall not be prohibited from voting or being counted in a quorum at any meeting of the Board in respect of any contract or arrangement in which he is or may be interested provided he has disclosed the nature of his interest in accordance with Section 71(e) of the Companies Act. 6.12 The Shareholders hereby irrevocably agree that as the Directors are the nominees of DLG, the Directors shall be entitled to report all matters concerning the Company, including but not limited to, matters discussed at any Board meeting, to DLG (including its shareholders), and that the Directors may take advice and obtain instructions from DLG. In addition, the Shareholders acknowledge that where any Director is appointed by DLG under a right conferred by this Agreement, that Director, in performing any of his duties or exercising any power, right or discretion as a Director, shall be entitled to have regard to and represent the interests of his appointor and to act on the wishes of his appointor except in any particular case where no honest and reasonable director may hold the view that in so doing the Director was acting bona fide in the best interests of the Company. 6.13 The meetings of the Board may be conducted by means of telephone or audio-visual conferencing or other methods of simultaneous communication by electronic, telegraphic or other means by which all persons participating in the meeting are able to hear and be heard at all times by all other participants without the need for a Director to be in the physical presence of the other Directors and participation in the meeting in this manner shall be deemed to constitute presence in person at such meeting. The Directors participating in any such meeting shall be counted in the quorum for such meeting and subject to there being a requisite quorum at all times during such meeting, all resolutions agreed by the Directors in such meeting shall be deemed to be as effective as a resolution passed at a meeting in person of the Directors duly convened and held, save for (a) the matters under Clause 14.2 which shall require the approval of the holders of a majority of the voting power of Class B Shares and shall include the Initial Class B Shareholders, (b) the matters under Clause 14.3 which shall require the prior written consent of DLG, and (c) if required to do so under Applicable Laws. A Director may disconnect or cease to participate in the meeting if he makes known to all other Directors participating that he is ceasing to participate in the meeting and such Director shall, notwithstanding such disconnections, be counted in the quorum for such part of the meeting. The minutes of such a meeting shall be circulated to all Directors who attended such a meeting for comments not later than 14 days after the conclusion of such meeting, and subject as aforesaid, the minutes of such meeting after incorporating the comments (if any) from the Directors, signed by the Chairman shall have a second or casting vote be conclusive evidence of any resolution of any meeting conducted in addition the manner as aforesaid. A meeting conducted by the aforesaid means is deemed to any other vote such person may havebe held at the place agreed upon by the Directors attending the meeting provided that at least one (1) of the Directors participating in the meeting was at that place for the duration of the meeting.

Board of Directors. (a) As of The Company and the Execution Date, Principal Stockholders shall take all Necessary Action to cause the Board of Directors shall consist of to include the following members: (i) the ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, for so long as he serves as President and Chief Executive Officer of the Company; (ii) ▇▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, for so long as he serves as the Chief Operating Officer Executive Vice President, Secretary and General Counsel of the Company;; and (iii) one (1) director appointed Up to five persons designated by the Chief Executive Officer EnCap Funds (the “EnCap Directors”); provided, that the number of members that the EnCap Funds shall have the right to designate shall not exceed the product of the Company; (ivtotal number of current seats on the Board multiplied by the percentage of outstanding shares of Common Stock then Beneficially Owned by the EnCap Entities, rounded to the nearest whole number. The “percentage of outstanding shares of Common Stock then Beneficially Owned by the EnCap Entities,” as such phrase is used in the preceding sentence, shall be deemed to not exceed the lowest percentage of outstanding shares of Common Stock Beneficially Owned by the EnCap Entities as of any date following the date of this Agreement. In the event that the number of members of the Board the EnCap Funds have the right to designate pursuant to this Section 2.1(a) one (1) Round A Director; (v) one (1) Round B Director; and (vi) one (1) Preferred Share Directorshall be less than the current number of sitting board members designated by the EnCap Funds, any such excess sitting board member shall tender his or her resignation to the Board. The EnCap Funds hereby initially designate D. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇. and ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, ▇▇. to serve as their director designees pursuant to this Section 2.1(a)(iii). (b) Each of the Founders The Company and the Affiliate Investors Principal Stockholders shall take all actions available Necessary Action to it in its capacity as a shareholder cause ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ to be elected Chairman of the Company, to take or cause to be taken all actions available to each that are necessary to maintain the composition of the Board of Directors as set forth in Section 10.1(a)Board. (c) Only So long as the Party who had the power to designate a director pursuant to Section 10.1(a) shall have the power to remove such director. Each EnCap Entities Beneficially Own at least 50% or more of the Parties hereto agrees outstanding shares of Common Stock, unless the EnCap Funds elect otherwise, the Company and the Principal Stockholders shall take all Necessary Action to take such action cause at least one EnCap Director (as is necessary selected by the EnCap Funds from among the current EnCap Directors) to call be a special meeting member of each committee of the shareholders of the Company Board (subject to any requirements imposed by law or effect a written consent in lieu thereof) for the purpose of effecting any such removal, and at such meeting each such Party shall vote to accomplish said result. In the event that any director is removed or shall have resigned or become unable to serve, the Party who had the power to designate such director pursuant to Section 10.1(a) shall have the power to designate a person reasonably qualified to serve on the Board of Directors to fill such vacancy, whereupon each of the Parties hereto, or their successors and assigns, agree to take such action as is necessary to promptly elect such person to fill such vacancy (including, if necessary, calling a special meeting of the shareholders of the Company (or effect a written consent in lieu thereof) and voting all shares owned by the Parties hereto to accomplish such result). Except as provided above, no Party shall vote in favor of, or otherwise take any actions in respect of, the removal rules of any director who shall have been designated national securities exchange on which the Common Stock may be listed or nominated pursuant to Section 10.1(atraded). (d) The So long as the EnCap Funds are entitled to designate one or more individuals to serve on the Board of Directors pursuant to Section 2.1(a)(iii), the EnCap Funds shall have a Chairmanthe right to remove such person (with or without cause), from time to time and at any time, from the Board, exercisable upon written notice to the Company and the Principal Stockholders, and each of the Founders Company and the Affiliate Investors Principal Stockholders shall take all Necessary Action to cause its designee directors(s) to support resolutions and actions by written consent of the Board of Directors that maintain or appoint to the position of Chairman of the Board of Directors the Chief Executive Officer of the Companysuch removal. (e) On all actions to be taken and matters to be decided In connection with the required resignation of any director designated by the EnCap Funds pursuant to this Section 2.1, such director may tender his resignation in advance of the date on which such resignation is required pursuant to this Section 2.1 and the Board of Directorsshall have the right to decline to accept such resignation, each in which case such director shall be entitled continue to cast one (1) vote, and subject to Section 10.3, the affirmative vote of the directors having a majority of the total voting power represented at a meeting at which a quorum is present shall constitute an act of serve on the Board until the earlier of Directorshis subsequent resignation, death, disability or removal. Notwithstanding the foregoing, any director designated by the EnCap Funds may elect to have his resignation be effective immediately upon tender. (f) In the case event that a vacancy is created on the Board at any time by the death, disability, resignation or removal of an equality of votes, the Chairman, if any, or in the absence of the Chairman, a director designated by the EnCap Funds, the EnCap Funds shall be entitled to designate an individual to fill the vacancy created by such death, disability, resignation or removal so long as the total number of persons that will serve on the Board as designees of Directors the EnCap Funds following the filling of such vacancy will not exceed the total amount of persons the EnCap Funds are entitled to preside at designate pursuant to this Section 2.1 on the date of such replacement designation. The Company and the Principal Stockholders shall take all Necessary Action to cause such replacement designee to become a meeting member of the Board. (g) In the event the size of the Board is increased or decreased at any time, the number of Directorsdirectors of the Board subject to designation by the EnCap Funds pursuant to Section 2.1(a)(iii) following such increase or decrease shall equal the product of the total number of seats on the increased or decreased Board multiplied by the percentage of seats on the Board subject to the EnCap Funds’ designation rights pursuant to Section 2.1(a)(iii) immediately prior to such increase or decrease, shall have a second or casting vote in addition rounded to any other vote such person may havethe nearest whole number.

Board of Directors. (a) As Except as otherwise provided hereunder, the business and affairs of the Execution DateCompany shall be managed by or under the direction of the Board, which shall, subject to this Section 6.1(a), Section 6.2(b) and Section 6.2(c), consist of up to thirteen (plus up to one additional Director which may be appointed by the Series A Preferred Unitholders pursuant to Section 6.1(c)) individuals designated as directors of the Company (the “Directors”). One member of the Board shall be designated to serve as Chairman of the Board and will have the duties described in Section 6.1(i) below. In the event that the roles of Chief Executive Officer of the Company and Chairman of the Board are held by the same person, the Non-Management Directors will also designate an Independent Director to serve as Lead Director (the “Lead Director”), who will have the duties described in Section 6.1(j) below, as applicable. Except as otherwise expressly provided herein, the power and authority granted to the Board hereunder shall include all those necessary or convenient for the furtherance of the purposes of the Company and shall include the power to make or delegate to Officers all decisions with regard to the management, operations, assets, financing and capitalization of the Company. The Board will be composed in accordance with the following provisions subject, where applicable, to Section 6.2: (i) Subject to Section 6.2, the Chief Executive Officer of the Company shall be a Director. Subject to Section 6.1(a)(iii) and (iv) and Section 6.2, each Initial Designating Member shall be entitled to designate one Director. Unless otherwise required pursuant to the Exchange Act and the rules and regulations of the Commission thereunder and by the principal National Securities Exchange on which the PAGP Class A Shares or MLP Common Units are listed, the Board shall include at least a majority of Independent Directors; provided, however, that if at any time there shall be fewer than the required number of Independent Directors, the Board shall take such actions as may be necessary to cause the Board to re-establish the required number of Independent Directors; provided, further, that if at any time there shall be fewer than two Independent Directors qualified to serve on the Conflicts Committee of Plains All American GP LLC, the Board may take such actions as may be necessary to cause the Board to have at least two Independent Directors qualified to serve on such Conflicts Committee of Plains All American GP LLC. In connection therewith, the Board may exercise its Director removal and appointment rights hereunder and may, to the extent required, increase the size of the Board and appoint one or more new Independent Directors to fill the resulting vacancies. Each Director shall hold office until his or her successor is elected pursuant to this Article 6 or until his or her earlier death, resignation or removal. (ii) Subject to Section 6.1(a)(iv), any individual designated by a Designating Member as a Director may only be removed by such Designating Member, which removal may be effected at any time, with or without Cause; provided, however, that such designated Director may also be removed by majority vote of the remaining Directors if such removal is for Cause. Subject to Section 6.1(a)(iv), in the event of the death, resignation or removal of a Director designated by a Designating Member, such Designating Member may designate a replacement Director. Except with respect to a Director designated by a Designating Member, in the event of the death, resignation or removal of a Director or any vacancy relating to a Director, including a vacancy that arises by virtue of the expiration of the term of a Director, a majority of the remaining Directors may designate a replacement Director. In the event a Director serving as an Officer of the Company no longer holds such office for any reason, such individual shall be automatically removed as a Director and (i) in the case of the Chief Executive Officer, the successor to such individual as Chief Executive Officer of the Company shall, by virtue of such appointment, be designated to replace such individual as a Director, and (ii) in the case of any other Officer, the Board shall fill the vacancy by a majority vote of the remaining Directors (it being understood that such former Officer shall be eligible for re-appointment to the Board by such majority vote). In the event of the death, resignation or removal of a Director serving as Chairman of the Board or Lead Director (or the expiration of such Director’s term without reappointment), the Board shall designate a new Chairman and the Non-Management Directors shall designate a new Lead Director, who may or may not be the same individual designated to fill the Board vacancy resulting from such death, resignation or removal. (iii) Each Initial Designating Member shall have the right to designate a Director pursuant to Section 6.1(a)(i) so long as such Initial Designating Member owns at least a 10% Qualifying Interest. If any Member who is not otherwise entitled to designate a Director acquires a 20% or greater Qualifying Interest (a “Subsequent Designating Member”) in accordance with the provisions of this Agreement, such Subsequent Designating Member shall have the right to designate a Director, and such Director shall be treated as a Director designated by a Designating Member for purposes of Section 6.1(a)(ii) until such time as such Subsequent Designating Member ceases to own at least a 20% Qualifying Interest; provided, however, that at all times there shall be no more than three Directors designated by the Designating Members. Accordingly, if a Member becomes a Subsequent Designating Member at a time when there are already three Directors designated by other Designating Members, such Subsequent Designating Member’s right to designate a Director shall be deferred until the next Designation Loss Event, whereupon the replacement Director shall be determined as provided in Section 6.1(a)(iv) below. (iv) In the event an Initial Designating Member ceases to maintain ownership of at least a 10% Qualifying Interest or a Subsequent Designating Member ceases to maintain ownership of at least a 20% Qualifying Interest (a “Designation Loss Event”), the Director designated by such Designating Member shall be automatically removed as a Director, and any Subsequent Designating Member whose right to designate a Director has been deferred in accordance with Section 6.1(a)(iii) shall be entitled to designate a Director, or, if there is no such remaining Subsequent Designating Member, a majority of the remaining Directors shall elect a replacement Director; provided, however, in the event that there is more than one remaining Subsequent Designating Member whose right to designate a Director has been deferred, the Subsequent Designating Member who first accumulated ownership of at least a 20% Qualifying Interest shall be entitled to designate the Director. (v) If any Designating Member fails to exercise its right to designate a Director and a vacancy on the Board remains unfilled for at least sixty (60) days, the Board may fill that vacancy upon the vote of a majority of the remaining Directors. If the Board exercises its right to fill a vacancy pursuant to this Section 6.1(a)(v), such Designating Member’s designation right shall be suspended for a period to be determined by the Board, which period shall not exceed one hundred eighty (180) days. Following the end of any such suspension period and provided that a Designation Loss Event has not occurred with respect to such Designating Member, such Designating Member will be entitled to designate a Director in accordance with the terms of this Agreement. Any Director designated by such Designating Member shall immediately replace the Director appointed by the Board pursuant to this Section 6.1(a)(v); provided, however, that the Board may, by majority vote of the Directors elect to increase the size of the Board by one Director and fill the resulting vacancy with the Director that was appointed by the Board to fill the initial vacancy as provided in the first sentence of this Section 6.1(a)(v); provided further, however, that if, following any such increase or increases in the size of the Board, there shall be any subsequent vacancy on the Board, the Board shall not fill such vacancy and shall reduce the size of the Board by one (but not below ten members) unless either (1) any Designating Member shall be entitled to fill such vacancy or (2) the failure to fill such vacancy would cause the Board to fail to consist of the required number of Independent Directors pursuant to Section 6.1(a). (b) Subject to the terms and conditions set forth below, following membersthe occurrence of a Designation Loss Event with respect to any Initial Designating Member and so long as such Initial Designating Member continues to own at least a 5% Qualifying Interest, (A) such Initial Designating Member shall have the right to designate an individual (who shall be a senior representative of such Initial Designating Member’s management team and acceptable to the Board) (each, an “IDM Observer”) to receive notice of and attend meetings of the Board in an observer capacity and (B) until such Initial Designating Member’s right to designate an IDM Observer terminates or the Initial Designating Member rescinds its request to receive such information in writing, each IDM Observer shall be entitled to receive copies of information routinely provided to the Directors; provided, that the failure to give any such notice or documents or information shall not affect the validity of any action taken by the Board. The terms and conditions of the foregoing provisions are as follows: (i) the Chief Executive Officer of the Company;applicable Initial Designating Member agrees to treat any and all such information, whether written or oral, as confidential information subject to Section 10.4. (ii) the Chief Operating Officer In recognition that an Initial Designating Member or one or more of its Affiliates are currently, or may become, engaged in certain aspects of the Company;midstream crude oil, refined products, natural gas and liquefied petroleum gas or other current or future energy infrastructure-related activities that may be deemed to be competitive with the MLP, (1) written materials may be redacted or withheld from any Initial Designating Member or any IDM Observer pursuant to (iii) below, and (2) the IDM Observer may be excluded from relevant portions of the Board meetings or committee meetings pursuant to (iv) below. (iii) one (1) director appointed by Written materials may be redacted or withheld from any Initial Designating Member or any IDM Observer if the Board, the Chairman, the Chief Executive Officer or the general counsel of the Company;Company reasonably believe that (1) providing such information (a) would result in a potential breach of confidentiality agreements between third parties and the Company Group or the MLP and its Subsidiaries; (b) may otherwise disadvantage the Company Group, the MLP or any of its Subsidiaries in ongoing commercial dealings with such Initial Designating Member or any of its affiliates; or (c) could result in the competitive positioning of the Company Group or the MLP or its Subsidiaries being compromised; or (2) such redaction or withholding is necessary or advisable for the protection and retention of any attorney-client privilege. (iv) one At the discretion of a majority of the Directors (or any committee of the Board) then in attendance, any IDM Observer may be excluded from relevant portions of the Board meetings or committee meetings if such majority reasonably believes that (1) Round A Director;such IDM Observer’s attendance (a) would result in a potential breach of confidentiality agreements between third parties and the Company Group or the MLP and its Subsidiaries; (b) may otherwise disadvantage the Company Group, the MLP or any of its Subsidiaries in ongoing commercial dealings with any Initial Designating Member or any of its affiliates; or (c) could result in the competitive positioning of the Company Group or the MLP or its Subsidiaries being compromised; or (2) such exclusion is necessary or advisable for the protection and retention of any attorney-client privilege. (v) one Any Initial Designating Member may eliminate the foregoing restrictions in clauses (ii), (iii) and (iv) above by requesting information or requesting that its IDM Observer not be excluded and, if applicable, agreeing in writing to be bound by any applicable confidentiality agreements that would permit disclosure of the information being redacted or withheld, unless such disclosure or presence of such IDM Observer would (1) Round B Director; andadversely affect the retention of any attorney-client privilege or (2) disadvantage the Company Group, the MLP or any of its Subsidiaries in ongoing commercial dealings with the applicable Initial Designating Member or any of its affiliates. (vi) one (1Notwithstanding Section 10.4 or Section 11.1, with respect to materials provided to any Initial Designating Member pursuant to Section 6.1(b)(ii) Preferred Share Directoror otherwise provided by the Company Group without solicitation by such Initial Designating Member, such Initial Designating Member shall not be presumed to have misused such information solely because its IDM Observer may have retained a mental impression of such information in connection with such Initial Designating Member’s participation in activities competitive with the Company Group or the MLP and its Subsidiaries. This Section 6.1(b)(vi) shall not apply with respect to information provided to any Initial Designating Member pursuant to Section 6.2(b)(v) or otherwise provided upon an Initial Designating Member’s request. (bvii) Each No IDM Observer shall have any voting rights. No consent or approval of any IDM Observer shall be required for any action taken by the Founders and Board. The attendance or participation of any IDM Observer at a meeting shall not be required for action by the Affiliate Investors shall take all actions available to it in its capacity as a shareholder of the Company, to take or cause to be taken all actions available to each that are necessary to maintain the composition of the Board of Directors as set forth in Section 10.1(a)Board. (c) Only If a Series A Trigger Event (as such term is defined in the Party who had MLP Partnership Agreement) occurs, then the power Series A Preferred Unitholders (as such term is defined in the MLP Partnership Agreement) shall have the right, upon written notice, to designate appoint one representative to the Board, as set forth in the MLP Partnership Agreement, but such right shall be subject to the terms set forth in this Agreement. The Board representative identified in the notice delivered by the Series A Preferred Unitholders shall be referred to herein as the “Series A Designated Director.” The Series A Designated Director must, in the reasonable judgment of the Board, (i) have the requisite skill and experience to serve as a director of a public company in the energy sector, (ii) not be prohibited from serving as a director pursuant to Section 10.1(a) shall have the power to remove such director. Each any rule or regulation of the Parties hereto agrees Commission or any national securities exchange on which the PAGP Class A Shares or MLP Common Units are listed or admitted to take trading, and (iii) not be an employee or a director of any Competitor (as defined below); provided, that an individual employed by a financial institution, fund or investment vehicle, who serves as a director of a portfolio company of such action institution, which portfolio company is a Competitor, shall not be excluded from serving as is necessary to call a special meeting Series A Designated Director solely by virtue of such role as a director of such portfolio company. For purposes of the shareholders immediately preceding sentence the term “Competitor” shall mean any entity that (a) is an operating company (and not a financial institution) and (b) competes with the MLP in the transportation, storage, terminaling or marketing of crude oil, natural gas liquids or natural gas in the United States or Canada. If the Series A Preferred Unitholders exercise their right to appoint a Series A Designated Director, such Series A Designated Director shall be a member of the Company (or effect a written consent in lieu thereof) for the purpose of effecting any Board until such removal, and at such meeting each such Party shall vote to accomplish said result. In the event that any director Series A Designated Director is removed or shall have resigned or become unable to serve, the Party who had the power to designate such director pursuant to Section 10.1(a6.1(d) or Section 6.1(e). Any Series A Designated Director shall have all the power to designate rights and duties of a person reasonably qualified to serve on the Board of Directors to fill such vacancy, whereupon each of the Parties hereto, or their successors and assigns, agree to take such action as is necessary to promptly elect such person to fill such vacancy (including, if necessary, calling a special meeting of the shareholders of the Company (or effect a written consent in lieu thereof) and voting all shares owned by the Parties hereto to accomplish such result). Except as provided above, no Party shall vote in favor of, or Director otherwise take any actions in respect of, the removal of any director who shall have been designated or nominated pursuant to Section 10.1(a)serving hereunder. (d) The Board of Directors shall have a Chairman, and each of the Founders and the Affiliate Investors shall cause its designee directors(s) to support resolutions and actions by written consent of the Board of Directors that maintain or appoint to the position of Chairman of the Board of Directors the Chief Executive Officer of the Company. (e) On all actions to be taken and matters to be decided by the Board of Directors, each director shall be entitled to cast one (1) vote, and subject to Section 10.3, the affirmative vote of the directors having a majority of the total voting power represented at a meeting at which a quorum is present shall constitute an act of the Board of Directors. In the case of an equality of votes, the Chairman, if any, or in the absence of the Chairman, a director designated by the Board of Directors to preside at a meeting of the Board of Directors, shall have a second or casting vote in addition to any other vote such person may have.

Board of Directors. (a) As of the Execution Date, the 8.1. The Board of Directors shall consist of the following members: six (i6) the Chief Executive Officer Directors with three (3) appointed by Party A and three (3) appointed by Party B. No Director shall have any personal liability for any act performed in his capacity as Director of the Company; (ii) the Chief Operating Officer JVC except for such acts that would constitute violations of the Company;published laws of any jurisdiction to which the JVC or the relevant Director (as the case may be) is subject. (iii) one (1) director appointed 8.2. If a seat on the Board is vacated by the Chief Executive Officer retirement, resignation, illness, disability or death of a Director or by removal of such Director by the Party which originally appointed him, the Party which originally appointed such Director shall appoint a successor within thirty (30) days from the date of vacancy and notify the other Party in writing; otherwise, it shall be deemed to have waived its rights during the period of vacancy until a successor is appointed. Such successor shall be appointed to serve out the balance of the Company;relevant term. (iv) one (1) Round A Director; (v) one (1) Round B Director; and (vi) one (1) Preferred Share Director (b) Each of the Founders 8.3. There is a Chairman and the Affiliate Investors shall take all actions available to it a Vice-Chairman in its capacity as a shareholder of the Company, to take or cause to be taken all actions available to each that are necessary to maintain the composition of the Board of Directors as set forth Directors. The Chairman shall be appointed by Party A and the Vice-Chairman shall be appointed by Party B. [**] Certain information in Section 10.1(a). (c) Only this document has been omitted and filed separately with the Party who had the power to designate a director pursuant to Section 10.1(a) shall have the power to remove such directorSecurities and Exchange Commission. Each The term of the Parties hereto agrees to take such action as is necessary to call a special meeting of the shareholders of the Company (or effect a written consent in lieu thereof) office for the purpose of effecting any such removal, and at such meeting each such Party shall vote to accomplish said result. In the event that any director is removed or shall have resigned or become unable to serve, the Party who had the power to designate such director pursuant to Section 10.1(a) shall have the power to designate a person reasonably qualified to serve on the Board of Directors to fill such vacancy, whereupon each of the Parties hereto, or their successors and assigns, agree to take such action as is necessary to promptly elect such person to fill such vacancy (including, if necessary, calling a special meeting of the shareholders of the Company (or effect a written consent in lieu thereof) and voting all shares owned by the Parties hereto to accomplish such result). Except as provided above, no Party shall vote in favor of, or otherwise take any actions in respect of, the removal of any director who shall have been designated or nominated pursuant to Section 10.1(a). (d) The Board of Directors shall have a Chairmanbe four (4) years, and each of which may be renewed with the Founders and the Affiliate Investors shall cause its designee directors(s) to support resolutions and actions by written consent of the Board of Directors that maintain or appoint to the position of both Parties. The Chairman of the Board of Directors shall be the Chief Executive Officer legal representative of the Company. (e) On all actions to be taken and matters to be decided by the Board of Directors, each director JVC. Each Director shall be entitled to cast only one vote. 8.4. The JVC shall convene its first Board meeting within seven (17) vote, days after its establishment to set up the operation and subject to Section 10.3, the affirmative vote management organizations of the directors having JVC and to appoint a majority General Manager to oversee the daily operations of the total voting power represented at a meeting at JVC. The establishment of the organizational structure of the JVC, operation, management, finance, accounting, auditing, human resources management and labour union shall be handled in accordance with the Articles of Association. 8.5. The Board of Directors is the highest authority of the JVC, which a quorum is present shall constitute an act discusse and determines the major matters of the JVC. Meetings of the Board of Directors. In shall be held at least twice each year at the case of an equality of votes, the Chairman, if any, or in the absence registered address of the Chairman, a director JVC or such other address in China or abroad as is designated by the Board. The Chairman shall set an agenda after consultation with the Vice-Chairman and be responsible for convening and presiding over the Board meetings. The Board shall notify all Directors in writing ten (10) days prior to the Board meeting, which shall specify the agenda, time and venue of the meeting. 8.6. Upon the written request of one-third (1/3) or more of the Directors of the JVC specifying the matters to preside at a be discussed, the Chairman shall, after consultation with the Vice-Chairman, convene an interim meeting of the Board. 8.7. In case a Director is unable to attend a Board of Directorsmeeting, he/she may issue a proxy and entrust another person to attend the meeting on his/her behalf. The representative so entrusted shall have the same rights and powers as the Director does. Should a second Director fail to attend or casting vote to entrust another to attend, he/she will be deemed as having waived such right. 8.8. A quorum for a Board meeting (including regular meeting and interim meeting) shall require the presence, in addition to any other vote such person may have.or by proxy, of at least four (4)

Board of Directors. (i) From and after the Initial Closing, the Company shall have a board of directors (the “Board”) consisting of up to five (5) directors as follows: (a) As New Enterprise Associates 14, L.P., NEA 15 Opportunity Fund, L.P. and their Affiliates (collectively “NEA”) shall be entitled to designate two (2) directors of the Execution DateBoard who are elected by the holders of the Series A Preferred Shares (the “Series A Directors”). The Series A Directors shall initially be ▇▇▇▇▇ ▇▇▇▇▇▇▇ and ▇▇▇▇▇▇ ▇▇▇▇▇. (b) The holders of a majority of the Ordinary Shares then outstanding, voting as a single class, shall be entitled to designate three (3) directors of the Board (the “Ordinary Directors”), one of whom shall be the Company’s then-current chief executive officer (the “CEO Director”). The Ordinary Directors shall initially be ▇▇▇▇▇ ▇▇▇▇ and Liaohan Chen, with the third Ordinary Director seat being vacant. If there is a vacancy among the Ordinary Directors (other than the CEO Director), the Board of Directors CEO Director shall consist of the following members: be entitled to two (i2) the Chief Executive Officer of the Company;votes. (ii) Any Shareholder or group of Shareholders entitled to designate any individual to be elected as a director of the Chief Operating Officer Board pursuant to this Section 2.1 shall have the right to remove any such director occupying such position(s) (other than the CEO Director, who shall remain an Ordinary Director so long as such individual is serving as the chief executive officer of the Company;) and to fill any vacancy caused by the death, disability, retirement, resignation or removal of any director occupying such position. If a vacancy is created on the Board at any time by the death, disability, retirement, resignation or removal of any director designated pursuant to Section 2.1, the replacement to fill such vacancy shall be designated in the same manner, in accordance with Section 2.1, as the director whose seat was vacated. (iii) one (1) director appointed by the Chief Executive Officer At each election of the Company; directors of the Board, each Shareholder shall vote at any meeting of members, such number of Shares as may be necessary, or in lieu of any such meeting, shall give such Shareholder’s written consent, as the case may be, with respect to such number of Shares to keep the Board constituted in the manner provided in this Section 2.1 and in addition (iva) one (1) Round A Director; (v) one (1) Round B Director; and (vi) one (1) Preferred Share Director as may be necessary to cause the election or re-election as members of the Board, and during such period to continue in office, each of the individuals designated pursuant to this Section 2.1 and (b) Each of the Founders and the Affiliate Investors shall take all actions available to it in its capacity as a shareholder of the Company, to take or cause to be taken all actions available to each that are necessary to maintain the composition of the Board of Directors as set forth in Section 10.1(a). (c) Only the Party who had the power to designate a director against any nominees not designated pursuant to this Section 10.1(a) shall have the power to remove such director. Each of the Parties hereto agrees to take such action as is necessary to call a special meeting of the shareholders of the Company (or effect a written consent in lieu thereof) for the purpose of effecting any such removal, and at such meeting each such Party shall vote to accomplish said result. In the event that any director is removed or shall have resigned or become unable to serve, the Party who had the power to designate such director pursuant to Section 10.1(a) shall have the power to designate a person reasonably qualified to serve on the Board of Directors to fill such vacancy, whereupon each of the Parties hereto, or their successors and assigns, agree to take such action as is necessary to promptly elect such person to fill such vacancy (including, if necessary, calling a special meeting of the shareholders of the Company (or effect a written consent in lieu thereof) and voting all shares owned by the Parties hereto to accomplish such result). Except as provided above, no Party shall vote in favor of, or otherwise take any actions in respect of, the removal of any director who shall have been designated or nominated pursuant to Section 10.1(a)2.1. (d) The Board of Directors shall have a Chairman, and each of the Founders and the Affiliate Investors shall cause its designee directors(s) to support resolutions and actions by written consent of the Board of Directors that maintain or appoint to the position of Chairman of the Board of Directors the Chief Executive Officer of the Company. (e) On all actions to be taken and matters to be decided by the Board of Directors, each director shall be entitled to cast one (1) vote, and subject to Section 10.3, the affirmative vote of the directors having a majority of the total voting power represented at a meeting at which a quorum is present shall constitute an act of the Board of Directors. In the case of an equality of votes, the Chairman, if any, or in the absence of the Chairman, a director designated by the Board of Directors to preside at a meeting of the Board of Directors, shall have a second or casting vote in addition to any other vote such person may have.

Board of Directors. (a) As of the Execution Date, the The Board of Directors shall consist of the following members: (i) the Chief Executive Officer nine individuals designated as directors of the Company; Company (ii) the Chief Operating Officer “Directors”). R▇▇▇▇▇▇▇▇ Coal Management shall be entitled to designate all of the Company; (iii) one (1) director appointed by the Chief Executive Officer Directors. Five of the Company; nine Directors must be Independent Directors subject to Adena’s rights under the Investor Rights Agreement. A Member may assign its right to designate Directors (ivincluding Independent Directors) one (1) Round A Director; (v) one (1) Round B Director; and (vi) one (1) Preferred Share Directorin connection with the transfer of all of such Member’s Membership Interest in compliance with the provisions of Article IX and subject to Adena’s rights under the Investor Rights Agreement. (b) Each At each annual meeting of the Founders Members and the Affiliate Investors shall take all actions available to it in its capacity as a shareholder at each special meeting of the CompanyMembers called for the purpose of electing Directors, each Member shall be entitled to take or cause to be taken all actions available to each that are necessary to maintain designate the composition of the Board number of Directors as set forth in Section 10.1(a7.2(a). Each Member shall cooperate with respect to calling and attending meetings of Members and electing the Directors designated by the Members, including voting in favor of Directors designated pursuant to Section 7.2(a) and any replacement Directors pursuant to Section 7.2(c); provided, that the failure to hold any such meetings shall not limit or eliminate a Member’s right to designate Directors pursuant to Section 7.2(a). Except as otherwise provided in the Investor Rights Agreement, Directors shall be elected to serve annual terms expiring on the date of the annual meeting of Members following such election or until his or her successor is elected pursuant to this Section 7.2(b) or until his or her earlier death, resignation or removal. (c) Only Any individual designated by a Member as a Director (other than Independent Directors and the Party who had non-Independent Director designated pursuant to the power Investor Rights Agreement) may be removed at any time, with or without cause, by such designating Member, and the Members shall cooperate with respect to such removal, including voting in favor of such removal. Any individual designated as a Director pursuant to the Investor Rights Agreement (other than Independent Directors) may be removed at any time, with or without cause, by Adena, and the Members shall cooperate with respect to such removal, including voting in favor of such removal. Any individual designated as a Director may also be removed for cause by the vote of at least eight of the Directors. Persons elected as an Independent Director may be removed at any time, with or without cause, by a vote of at least eight of the Directors. In the event of the death, resignation or removal of a Director (including an Independent Director), the Member that designated such Director may designate a replacement Director, subject to Section 7.2(a) and in the case of the Independent Director selected by Adena, the Investor Rights Agreement. (d) Upon the occurrence of the Investor Director Resignation Event (as defined in the Investor Rights Agreement), (i) Adena shall have no further right to designate any Directors to the Board, (ii) each Director designated by Adena shall immediately deliver a director pursuant letter of resignation to Section 10.1(athe Members, (iii) R▇▇▇▇▇▇▇▇ Coal Management shall have (A) amend this Agreement to reduce the power number of Directors to remove such director. Each of the Parties hereto agrees to take such action as is necessary to call seven or (B) convene a special meeting of the shareholders Members to fill the vacancies on the Board. Thereafter, at each annual or special meeting of the Company (or effect a written consent in lieu thereof) Members called for the purpose of effecting electing Directors (or with respect to any such removal, and at such meeting each such Party shall vote action to accomplish said result. In the event that any director is removed or shall have resigned or become unable to serve, the Party who had the power to designate such director elect Directors taken by consent pursuant to Section 10.1(a6.4), R▇▇▇▇▇▇▇▇ Coal Management shall be entitled to designate all of the Directors (including the Independent Directors) and (iv) Adena shall have the power no further right to designate a person reasonably qualified to serve on the Board of Directors to fill such vacancy, whereupon each of the Parties hereto, or their successors and assigns, agree to take such action as is necessary to promptly elect such person to fill such vacancy (including, if necessary, calling a special meeting of the shareholders of the Company (or effect a written consent in lieu thereof) and voting all shares owned by the Parties hereto to accomplish such result). Except as provided above, no Party shall vote in favor of, or otherwise take any actions in respect of, the removal of any director who shall have been designated or nominated pursuant to Section 10.1(a). (d) The Board of Directors shall have a Chairman, and each of the Founders and the Affiliate Investors shall cause its designee directors(s) to support resolutions and actions by written consent of the Board of Directors that maintain or appoint to the position of Chairman of the Board of Directors the Chief Executive Officer of the Companyan Observer. (e) On all actions to be taken and matters to be decided by the Board of Directors, each director shall be entitled to cast one (1) vote, and subject to Section 10.3, the affirmative vote None of the directors having a majority Company or the Members shall take any action that would cause the Company to fail to comply with its obligations under the Investor Rights Agreement without the written consent of the total voting power represented at a meeting at which a quorum is present shall constitute an act of the Board of Directors. In the case of an equality of votes, the Chairman, if any, or in the absence of the Chairman, a director designated by the Board of Directors to preside at a meeting of the Board of Directors, shall have a second or casting vote in addition to any other vote such person may haveAdena.

Board of Directors. (a) As Each of the Execution DateCash Equity Investors hereby agrees, so long as such Stockholder continues to hold any shares of Series C Preferred Stock or Common Stock, in exercising its rights under Section 3 of the Company Stockholder Agreement, that it will vote or cause to be voted all of the shares of its Common Stock owned or held of record by it (whether now owned or hereafter acquired), in person or by proxy, to cause the selection of directors, the election of directors and thereafter the continuation in office of the following persons as members of the Board of Directors shall consist of (the following members"Cash Equity Directors") as follows: (i) one (1) individual to be designated by Chase (or its Affiliated Successors) and shall initially be ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ (the Chief Executive Officer of the Company"▇▇▇▇▇ Designee"); (ii) one (1) individual to be designated by ▇▇▇▇▇ (or its Affiliated Successors) and shall initially be ▇▇▇▇▇ ▇▇▇▇▇ (the Chief Operating Officer of the Company"▇▇▇▇▇ Designee"); (iii) one (1) director appointed individual to be designated by Dresdner (or its Affiliated Successors) and shall initially be ▇▇▇▇ ▇▇▇▇▇▇▇ (the Chief Executive Officer of the Company"Dresdner Designee"); (iv) one (1) Round A Directorindividual to be designated by Triune (or its Affiliated Successors) and shall initially be ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ (the "Triune Designee"); (v) one with respect to any individual selected pursuant to Section 3.1(e) of the Company Stockholder Agreement, such individual shall be deemed acceptable to holders of a "Majority in Interest of the Class A Common Stock Beneficially Owned by the Cash Equity Investors" in accordance with such Section 3.1(e) only in the event such individual has been approved by "Two-Thirds in Interest of the Cash Equity Investors" (1) Round B Director; andas defined below). (vi) one (1the right to designate any designee pursuant to this Section 2.1 shall terminate in accordance with Section 12.3(c) Preferred Share Director (b) Each of the Founders and Company Stockholder Agreement; provided, that if the Affiliate Investors shall take all actions available to it in its capacity as a shareholder number of the Company, to take or cause Cash Equity Directors is required to be taken all actions available to each that are necessary to maintain the composition of the Board of Directors as set forth in Section 10.1(a). (c) Only the Party who had the power to designate a director reduced pursuant to Section 10.1(a12.3(c) shall have the power to remove such director. Each of the Parties hereto agrees to take such action as is necessary to call a special meeting of the shareholders of the Company Stockholder Agreement, the designee pursuant to this Section 2.1(a) who represents the Stockholder holding the fewest shares of Common Stock of all such shares owned on the date of such mandated reduction by Stockholders whose designees then remain as Cash Equity Directors shall resign (or effect a written consent in lieu thereofthe other directors or Stockholders shall remove them) for the purpose of effecting any such removal, and at such meeting each such Party shall vote to accomplish said result. In the event that any director is removed or shall have resigned or become unable to serve, the Party who had the power to designate such director pursuant to Section 10.1(a) shall have the power to designate a person reasonably qualified to serve on the Board of Directors to fill such vacancy, whereupon each of the Parties hereto, or their successors and assigns, agree to take such action as is necessary to promptly elect such person to fill such vacancy (including, if necessary, calling a special meeting of the shareholders of the Company (or effect a written consent in lieu thereof) and voting all shares owned by the Parties hereto to accomplish such result). Except as provided above, no Party shall vote in favor of, or otherwise take any actions in respect of, the removal of any director who shall have been designated or nominated pursuant to Section 10.1(a). (d) The Board of Directors shall have a Chairman, and each of the Founders and the Affiliate Investors shall cause its designee directors(s) to support resolutions and actions by written consent of the Board of Directors that maintain or appoint to the position of Chairman of the Board of Directors the Chief Executive Officer of the Company. (e) On all actions to be taken and matters to be decided by from the Board of Directors, each director shall be entitled to cast one (1) vote, and subject to Section 10.3, the affirmative vote of the directors having a majority of the total voting power represented at a meeting at which a quorum is present shall constitute an act of the Board of Directors. In the case of an equality of votes, the Chairman, if any, or in the absence of the Chairman, a director designated by the Board of Directors to preside at a meeting of the Board of Directors, shall have a second or casting vote in addition to any other vote such person may have.

Board of Directors. i) Notwithstanding paragraph (a) above, upon the effectiveness of this Agreement, the Manager may delegate its power to manage the business of the Company to a board of natural persons designated as “directors” (the “Board”) which, subject to the limitations set forth below, shall have the authority to exercise all such powers of the Company and do all such lawful acts and things as may be done by a manager of a limited liability company under the Act and as are not by statute, by the Certificate of Formation (as amended from time to time, the “Certificate”), or by this Agreement (including without limitation Section 4(c) hereof) directed or required to be exercised or done by the Manager; provided, that until such time as the Funding Agent shall have delivered the LLC Arrangement Notice, no such delegation hereunder shall be effective unless written copies of such delegation have been delivered to the Funding Agent. As of the Execution Datedate of effectiveness of this Agreement, no such delegation is in effect. Except for the Board of Directors shall consist of the following members: (i) the Chief Executive Officer of the Company; (ii) the Chief Operating Officer of the Company; (iii) one (1) director appointed by the Chief Executive Officer of the Company; (iv) one (1) Round A Director; (v) one (1) Round B Director; and (vi) one (1) Preferred Share Director (b) Each of the Founders rights and the Affiliate Investors shall take all actions available duties that are assigned to it in its capacity as a shareholder officers of the Company, the rights and duties of the directors may not be assigned or delegated to take any person. No action, authorization or cause to be taken all actions available to each that are necessary to maintain the composition approval of the Board shall be required, necessary or advisable for the taking of Directors as set forth in Section 10.1(a). (c) Only the Party who had the power to designate a director pursuant to Section 10.1(a) shall have the power to remove such director. Each of the Parties hereto agrees to take such any action as is necessary to call a special meeting of the shareholders of by the Company (or effect a written consent in lieu thereof) for that has been approved by the purpose of effecting any such removal, and at such meeting each such Party shall vote to accomplish said resultManager. In the event that any director is removed or action of the Manager conflicts with any action of the Board, the action of the Manager shall control. ii) Except as otherwise provided herein, directors shall possess and may exercise all the powers and privileges and shall have resigned all of the obligations and duties to the Company and the Members granted to or become unable to serve, imposed on directors of a corporation organized under the Party who had laws of the power to designate such director pursuant to Section 10.1(aState of Delaware. iii) shall have the power to designate a person reasonably qualified to serve The number of directors on the Board of Directors date hereof is one, which number may be changed from time to fill such vacancy, whereupon each time by the Manager. The director as of the Parties date hereof shall be as set forth on Exhibit A hereto, provided that Exhibit A need not be amended whenever the director(s) or their his or her successors and assigns, agree to take such action as is necessary to promptly elect such person to fill such vacancy (including, if necessary, calling a special meeting are changed in accordance with the terms of the shareholders of the Company (or effect a written consent in lieu thereofthis Agreement. iv) and voting all shares owned Each director shall be appointed by the Parties hereto to accomplish Manager and shall serve in such result). Except as provided abovecapacity until the earlier of his resignation, no Party shall vote in favor of, removal (which may be with or otherwise take any actions in respect of, without cause) or replacement by the removal of any director who shall have been designated or nominated pursuant to Section 10.1(a)Manager. (dv) The Board of Directors shall have a Chairman, and each of the Founders and the Affiliate Investors shall cause its designee directors(s) to support resolutions and actions by written consent of the Board of Directors that maintain or appoint to the position of Chairman of the Board of Directors the Chief Executive Officer of the Company. (e) On all actions to be taken and matters to be decided by the Board of Directors, each No director shall be entitled to cast one (1) vote, and subject any compensation for serving as a director. No fee shall be paid to Section 10.3, the affirmative vote of the directors having a majority of the total voting power represented any director for attendance at a meeting at which a quorum is present shall constitute an act of the Board of Directors. In the case of an equality of votes, the Chairman, if any, or in the absence of the Chairman, a director designated by the Board of Directors to preside at a any meeting of the Board of DirectorsBoard; provided, shall have a second or casting vote however, that the Company may reimburse directors for the actual reasonable costs incurred in addition to any other vote such person may haveattendance.

Board of Directors. (a) As The Shareholders agree that the business and affairs of the Execution DateCompany shall be managed through a board of directors (the “Board”) initially consisting of five members (each, a “Director”), subject to adjustment as described in Section 2.01(b). The Directors shall be elected to the Board of Directors shall consist of in accordance with the following membersprocedures: (i) Apollo Shareholder shall have the right to designate two Directors (the “Apollo Directors”), who shall initially be ▇▇▇▇▇▇ ▇▇▇▇▇ and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇; (ii) Highbridge Shareholder shall have the right to designate two Directors (the “Highbridge Directors”), who shall initially be ▇▇▇▇▇▇▇ ▇▇▇▇▇ and Don Demitrievich; and (iii) The Chief Executive Officer of the Company; (ii) Company shall be a Director. After the Chief Operating Officer date hereof, the Board may approve in accordance with Section 2.03 an increase in the size of the Company; (iii) Board to seven Directors. In such event, the number of Apollo Directors that Apollo Shareholder may designate will increase to three, at least one (1) director appointed by of which must an Independent Director, and the Chief Executive Officer number of the Company; (iv) Highbridge Directors that Highbridge Shareholder may designate will increase to three, at least one (1) Round A of which must an Independent Director; (v) one (1) Round B Director; and (vi) one (1) Preferred Share Director. (b) Each In the event any Initial Shareholder ceases to own at least 48% of the Founders issued and outstanding Common Stock, but continues to own at least 25% of the Affiliate Investors issued and outstanding Common Stock, then (i) the number of Directors such Initial Shareholder shall take all actions available have the right to designate pursuant to Section 2.01(a) shall be reduced by one, (ii) such Initial Shareholder shall cause one Director designated by it (which shall be the Independent Director, if any, designated by such Initial Shareholder) to resign, and (iii) the Directors remaining in its capacity office shall either (A) appoint an Independent Director (which may not be the Independent Director that resigned as a shareholder result of the Company, operation of this provision) to take fill such vacancy or cause to be taken all actions available to each that are necessary to maintain (B) reduce the composition size of the Board of Directors as set forth in Section 10.1(a)to eliminate such vacancy. (c) Only In the Party who had event any Initial Shareholder ceases to own at least 25% of the power issued and outstanding Common Stock, but continues to own at least 5% of the issued and outstanding Common Stock, then (i) the number of Directors such Initial Shareholder shall have the right to designate a director pursuant to Section 10.1(a2.01(a) shall be one, (ii) such Initial Shareholder shall cause all but one of the Directors designated by it (which shall include the Independent Director, if any, designated by it, if such Director is then in office) to resign, and (iii) the Directors remaining in office shall either (A) appoint Independent Directors (which may not include an Independent Director that resigned as a result of the operation of this provision) to fill such vacancies or (B) reduce the size of the Board to eliminate such vacancies. (d) In the event any Initial Shareholder ceases to own at least 5% of the issued and outstanding Common Stock, then (i) such Initial Shareholder shall cease to have the power right to remove designate any Directors pursuant to Section 2.01(a), (ii) such director. Each Initial Shareholder shall cause all of the Parties hereto agrees Directors designated by it to resign, and (iii) the Directors remaining in office shall either (A) appoint Independent Directors (which may not include an Independent Director that resigned as a result of the operation of this provision) to fill such vacancies or (B) reduce the size of the Board to eliminate such vacancies. (e) Each Shareholder shall vote all shares of Common Stock over which such Shareholder has voting control and shall take all other necessary or desirable actions within such action Shareholder’s control (including in its capacity as is necessary to call shareholder, director, member of a board committee or officer of the Company or otherwise, and whether at a regular or special meeting of the shareholders of the Company (or effect a by written consent in lieu thereofof a meeting) for to elect to the purpose Board the Chief Executive Officer of effecting the Company and any such removal, and at such meeting each such Party shall vote to accomplish said result. In the event that any director is removed or shall have resigned or become unable to serve, the Party who had the power to designate such director individual designated by an Initial Shareholder pursuant to Section 10.1(a2.01(a). (f) Each Initial Shareholder shall have the power right at any time to designate remove (with or without cause) any Director designated by such Initial Shareholder for election to the Board, and each other Shareholder shall vote all shares of Common Stock over which such Shareholder has voting control and shall take all other necessary or desirable actions within such Shareholder’s control (including in its capacity as shareholder, director, member of a person reasonably qualified to serve on the Board of Directors to fill such vacancy, whereupon each board committee or officer of the Parties heretoCompany or otherwise, and whether at a regular or their successors and assigns, agree to take such action as is necessary to promptly elect such person to fill such vacancy (including, if necessary, calling a special meeting of the shareholders of the Company (or effect a by written consent in lieu thereofof a meeting) and voting all shares owned by to remove from the Parties hereto to accomplish Board any such result)Director. Except as provided abovein the preceding sentence, unless an Initial Shareholder shall otherwise consent in writing, no Party other Shareholder shall vote in favor of, or otherwise take any actions in respect of, action to cause the removal of any director who shall have been Directors designated by such Initial Shareholder. (g) In the event a vacancy is created on the Board at any time and for any reason (whether as a result of death, disability, retirement, resignation (other than in accordance with Sections 2.01(b), (c) or nominated (d)) or removal pursuant to Section 10.1(a2.01(f)), the Initial Shareholder who designated such individual shall have the right to designate a different individual to replace such Director and each other Shareholder shall vote all shares of Common Stock over which such Shareholder has voting control and shall take all other necessary or desirable actions within such Shareholder’s control (including in its capacity as shareholder, director, member of a board committee or officer of the Company or otherwise, and whether at a regular or special meeting of the shareholders of the Company or by written consent in lieu of a meeting) to elect to the Board such individual. (dh) The Board of Directors shall have a ChairmanSubject to this Agreement, the Organizational Documents and each of the Founders and the Affiliate Investors shall cause its designee directors(s) to support resolutions and actions by written consent Applicable Law, committees of the Board shall have the rights, powers and privileges granted to such committee by the Board from time to time. Any delegation of authority to a committee of Directors that maintain or appoint to take any action must be approved in the same manner as would be required for the Board to approve such action directly. So long as an Initial Shareholder has the right to designate a Director to the position of Chairman Board pursuant to Section 2.01(a), any committee of the Board shall consist of Directors the Chief Executive Officer of the Company. (e) On all actions to be taken and matters to be decided by the Board of Directors, each director shall be entitled to cast at least one (1) vote, and subject to Section 10.3, the affirmative vote of the directors having a majority of the total voting power represented at a meeting at which a quorum is present shall constitute an act of the Board of Directors. In the case of an equality of votes, the Chairman, if any, or in the absence of the Chairman, a director Director designated by the Board of Directors to preside at a meeting of the Board of Directors, shall have a second or casting vote in addition to any other vote such person may haveInitial Shareholder.

Board of Directors. (a) As Each Holder (other than the MSDW Investors) shall vote such Holder's voting securities and shall take all other reasonably necessary or desirable actions within its control (whether in such Holder's capacity as a shareholder, director, member of the Execution Date, the a Board of Directors shall consist committee or officer of the following membersCompany or otherwise and including, without limitation, attendance at meetings in person or by proxy for purposes of obtaining a quorum and execution of written consents in lieu of meetings), and the Company shall take all reasonably necessary or desirable legal actions within its control, including in preparation of proxy materials, the recommendation of a management slate of directors in elections for directors, and in proposing and effecting amendments to the articles of incorporation and code of regulations of the Company, so that: (i) At Closing, the Chief Executive Officer authorized number of directors on the board of directors of the CompanyCompany shall be increased from six (6) to nine (9) directors; (ii) FAEF shall have the Chief Operating Officer right to have one representative, currently expected to be ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, to be nominated as a Director of the Company; (iii) one (1) director appointed by the Chief Executive Officer management slate of directors, including the Companyrepresentative of FAEF, shall be elected to the Board of Directors; (iv) at least one (1) Round A Directorof the representatives of the Investors, if at least one such representative is elected to the Board of Directors, shall be designated a member of every committee of the Board of Directors existing now or in the future; (v) one (1) Round B Director; and (vi) one (1) Preferred Share Director (b) Each if a representative of the Founders and the Affiliate Investors shall take all actions available to it in its capacity as ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ Venture Partners IV, L.P. is not a shareholder Director of the Company, to take or cause to a representative of such Investor, which representative shall not be taken all actions available to each that are necessary to maintain the composition of the Board of Directors as set forth in Section 10.1(a). (c) Only the Party who had the power to designate a director pursuant to Section 10.1(a) shall have the power to remove such director. Each of the Parties hereto agrees to take such action as is necessary to call a special meeting of the shareholders of the Company (or effect a written consent in lieu thereof) for the purpose of effecting any such removal, and at such meeting each such Party shall vote to accomplish said result. In the event that any director is removed or shall have resigned or become unable to serve, the Party who had the power to designate such director pursuant to Section 10.1(a) shall have the power to designate a person reasonably qualified to serve on the Board of Directors to fill such vacancy, whereupon each of the Parties hereto, or their successors and assigns, agree to take such action as is necessary to promptly elect such person to fill such vacancy (including, if necessary, calling a special meeting of the shareholders of the Company (or effect a written consent in lieu thereof) and voting all shares owned by the Parties hereto to accomplish such result). Except as provided above, no Party shall vote in favor of, or otherwise take any actions in respect of, the removal of any director who shall have been designated or nominated pursuant to Section 10.1(a). (d) The Board of Directors shall have a Chairman, and each of the Founders and the Affiliate Investors shall cause its designee directors(s) to support resolutions and actions by written consent of the Board of Directors that maintain or appoint to the position of Chairman of the Board of Directors the Chief Executive Officer of the Company. (e) On all actions to be taken and matters to be decided by the Board of Directors, each director shall be entitled to cast one (1) vote, and subject to Section 10.3, the affirmative vote of the directors having a majority of the total voting power represented at a meeting at which a quorum is present shall constitute an act of the Board of Directors. In the case of an equality of votes, the Chairman, if any, or in the absence of the Chairman, a director designated by the Board of Directors to preside at a meeting member of the Board of Directors, shall have the right to attend all meetings of the Board of Directors as a second non-voting observer and to receive all notices and other written information sent to Directors by the Company; (vi) the required quorum for Board of Directors action shall be the presence at a Board of Directors meeting of at least a majority of directors, except that a majority of the directors in office shall constitute a quorum for filling a vacancy in the Board of Directors; (vii) all action of the Board of Directors shall require (a) the affirmative vote of at least a majority of the directors at a duly convened meeting of the Board of Directors at which a quorum is present or casting vote (b) the unanimous written consent of the Board of Directors; provided that in addition the event there is a vacancy on the Board of Directors and an individual has been nominated to fill such vacancy, the first order of business shall be to fill such vacancy; and (viii) in the event any other vote director nominated by FAEF ceases to serve as a member of the Board of Directors during his or her term of office, FAEF shall be entitled to nominate a designee to fill such person may havevacancy, and the Board of Directors as constituted immediately prior to such time shall designate a replacement director, nominated by FAEF and reasonably satisfactory to the Board of Directors, to fill the remainder of the term of the director who has ceased to be a member of the Board of Directors.

Board of Directors. (a) As of the Execution Date, the Board of Directors shall consist of the following members: (i) The Company shall have, and the Chief Executive Officer Parties hereto agree to cause the Company to have, a Board consisting of up to eleven (11) authorized directors. Main Access shall have right to designate, appoint, remove, replace and reappoint two (2) directors on the Board (the “Main Access Directors”). Cloopen Co., Ltd shall have right to designate, appoint, remove, replace and reappoint two (2) directors on the Board (the “Principal Directors”) and one of the Company; (ii) Principal Directors shall be the Chief Operating Officer Chairman of the Company; Board (iiithe “Chairman”). Subject to the applicable Laws, if there is a vacancy for the seat of the Principal Director that is not held by Mr. SUN Changxun, the voting rights and other director’s rights of such vacant Principal Director shall vest to Mr. SUN Changxun, so long as Mr. SUN Changxun is the other Principal Director, until such vacancy has been filled in accordance with this Agreement. Sequoia Entities shall have the right to designate, appoint, remove, replace and reappoint two (2) directors (the “Sequoia Directors”). Trustbridge shall have right to designate, appoint, remove, replace and reappoint two (2) directors (the “Trustbridge Directors”). PAC shall have the right to designate, appoint, remove, replace and reappoint one (1) directors (the “PAC Director”). PEL shall have the right to designate, appoint, remove, replace and reappoint one (1) director appointed by (the Chief Executive Officer “PEL Director”). New Oriental shall have the right to designate, appoint, remove, replace and reappoint one (1) directors (the “New Oriental Director”, collectively with the Trustbridge Directors, the Main Access Directors, the Sequoia Directors, the PAC Director, the PEL Director, the Tencent Director (if applicable) and the CVC Director (if applicable), the “Investor Directors”, each an “Investor Director”). Each of the Company;Investors shall have the right to designate, appoint, remove, replace and reappoint one (1) non-voting observer, respectively, to attend all meetings of the Board (whether in person, telephonic or other) in a non-voting observer capacity. The Company shall give each such non-voting observer copies of all notices, minutes, consents and all other material that it provides to the Directors. (ii) In case the IPO is not consummated within one (1) year following the Closing, Tencent shall have the right to designate, appoint, remove, replace and reappoint one (1) director (the “Tencent Director”) as an Investor Director, and the Board is expanded to twelve (12) members. (iii) In case the IPO is not consummated within one (1) year following the Closing, CVC shall have the right to designate, appoint, remove, replace and reappoint one (1) director (the “CVC Director”) as an Investor Director, and the Board is expanded to thirteen (13) members. (iv) one (1) Round A Upon the request of any Investor Director; (v) one (1) Round B Director; and (vi) one (1) Preferred Share Director (b) Each of the Founders , each Group Company shall, and the Affiliate Investors shall take all actions available to it in its capacity as a shareholder of the Company, to take or cause to be taken all actions available to each that are necessary to maintain the composition of the Board of Directors as set forth in Section 10.1(a). (c) Only the Party who had the power to designate a director pursuant to Section 10.1(a) shall have the power to remove such director. Each of the Parties hereto agrees to take such action shall cause each Group Company to, (i) have a board of directors or similar governing body (the “Subsidiary Board”), (ii) maintain the authorized size of each Subsidiary Board at all times same as is necessary to call a special meeting the authorized size of the shareholders Board, and (iii) ensure each Subsidiary Board is at all times composed of the Company (or effect a written consent in lieu thereof) for the purpose of effecting any such removal, and at such meeting each such Party shall vote to accomplish said result. In the event that any director is removed or shall have resigned or become unable to serve, the Party who had the power to designate such director pursuant to Section 10.1(a) shall have the power to designate a person reasonably qualified to serve same persons as directors as those then on the Board of Directors to fill such vacancy, whereupon each of the Parties hereto, or their successors and assigns, agree to take such action as is necessary to promptly elect such person to fill such vacancy (including, if necessary, calling a special meeting of the shareholders of the Company (or effect a written consent in lieu thereof) and voting all shares owned by the Parties hereto to accomplish such result). Except as provided above, no Party shall vote in favor of, or otherwise take any actions in respect of, the removal of any director who shall have been designated or nominated pursuant to Section 10.1(a)Board. (d) The Board of Directors shall have a Chairman, and each of the Founders and the Affiliate Investors shall cause its designee directors(s) to support resolutions and actions by written consent of the Board of Directors that maintain or appoint to the position of Chairman of the Board of Directors the Chief Executive Officer of the Company. (e) On all actions to be taken and matters to be decided by the Board of Directors, each director shall be entitled to cast one (1) vote, and subject to Section 10.3, the affirmative vote of the directors having a majority of the total voting power represented at a meeting at which a quorum is present shall constitute an act of the Board of Directors. In the case of an equality of votes, the Chairman, if any, or in the absence of the Chairman, a director designated by the Board of Directors to preside at a meeting of the Board of Directors, shall have a second or casting vote in addition to any other vote such person may have.

Board of Directors. (a) As The day-to-day operations of the Execution Date, Company shall be supervised by its board of directors (the “Board”). There shall be four (4) members of the Board (each, a “Director”) and each Director shall have one alternate for a total of Directors four (4) alternates (each, an “Alternate Director”), each of whom shall consist each have the authority to act in the absence of his respective Director. For so long as the LGI Shareholder holds at least 5% of the following members: (i) the Chief Executive Officer voting share capital of the Company; (ii) , the Chief Operating Officer of LGI Shareholder shall have the Company; (iii) right to nominate one (1) director appointed Director and such Director’s Alternate Director and GCS shall have the right to nominate the remaining Directors and Alternate Directors. The nominating Shareholder shall have the right to nominate replacements for any Director or Alternate Director it nominated to the Board who resigns or is removed, and shall nominate such replacements in a timely manner. GCS shall nominate as its Directors and Alternate Directors, to the extent permitted by the Chief Executive Officer of Law, the Company; (iv) one (1) Round A same individuals the GCS Shareholder nominated as directors and alternates in GCS, and the LGI Shareholder shall nominate as its Director and Alternate Director; (v) one (1) Round B Director; and (vi) one (1) Preferred Share Director, to the extent permitted by the Law, the same individual it nominated as director and alternate director in GCS. (b) Each The Shareholders agree to promptly take all action necessary to appoint any individuals nominated by a Shareholder to be a Director or Alternate Director in accordance with Section 4.01(a) above so that such appointment (i) is duly and validly authorized by all necessary corporate action on the part of the Founders Company and the Affiliate Investors shall take all actions available to it Shareholders; and (ii) is not prohibited by, does not violate any provision of, and will not result in its capacity as a shareholder the breach of, or accelerate or permit the acceleration of the Companyperformance required by the terms of (a) any applicable Law, (b) the Bylaws, or (c) any other material contract, indenture, agreement or commitment to take or cause to be taken all actions available to each that are necessary to maintain which the composition of the Board of Directors as set forth in Section 10.1(a)Company is bound. (c) Only The Directors and Alternate Directors shall receive no compensation from the Party who had Company, unless the power to designate a director pursuant to Section 10.1(a) shall have the power to remove such director. Each of the Parties hereto agrees to take such action as is necessary to call a special meeting of the shareholders of the Company (or effect a written consent in lieu thereof) for the purpose of effecting any such removal, and at such meeting each such Party shall vote to accomplish said result. In the event that any director is removed or shall have resigned or become unable to serve, the Party who had the power to designate such director pursuant to Section 10.1(a) shall have the power to designate a person reasonably qualified to serve on the Board of Directors to fill such vacancy, whereupon each of the Parties hereto, or their successors and assigns, agree to take such action as is necessary to promptly elect such person to fill such vacancy (including, if necessary, calling a special meeting of the shareholders of the Company (or effect a written consent in lieu thereof) and voting all shares owned by the Parties hereto to accomplish such result). Except as provided above, no Party shall vote in favor of, or otherwise take any actions in respect of, the removal of any director who shall have been designated or nominated pursuant to Section 10.1(a)Shareholders decide otherwise. (d) The Board In case a Director does not comply with the provisions of Directors shall have a Chairmanthis Agreement, the Bylaws or applicable Law, the nominating Shareholder agrees to exercise its lawful powers and each of the Founders and the Affiliate Investors shall all reasonable efforts to cause its designee directors(s) such Director to resign or agrees to support resolutions and actions by written consent of the Board of Directors that maintain or appoint to the position of Chairman of the Board of Directors the Chief Executive Officer of the Companyvote for his removal. (e) On all actions to be taken and matters to be decided by the Board of Directors, each director shall be entitled to cast one (1) vote, and subject to Section 10.3, the affirmative vote of the directors having a majority of the total voting power represented at a meeting at which a quorum is present shall constitute an act of the Board of Directors. In the case of an equality of votes, the Chairman, if any, or in the absence of the Chairman, a director designated by the Board of Directors to preside at a meeting of the Board of Directors, shall have a second or casting vote in addition to any other vote such person may have.

Board of Directors. (a) As Pursuant to the Merger Agreement, promptly upon the acceptance for payment of and payment for any Shares by the Purchaser in accordance with the Offer for not less than a majority of the Execution Dateoutstanding Shares, Numico and Purchaser will be entitled to designate members of the Board such that they will have a number of Directors representatives on the Board, rounded up to the next whole number, equal to the product of (x) the total number of directors on the Board (giving effect to the directors elected pursuant to this sentence) multiplied by (y) the percentage of such number of Shares owned in the aggregate by Numico or the Purchaser bears to the number that Shares outstanding; provided, however, that until the Effective Time, there shall consist be at least two directors (the "Independent Directors") who are neither officers of Numico nor designees, shareholders or affiliates of Numico or Numico's affiliates. The Company will, upon request by Numico or Purchaser, on the following members: date of such request, (i) either increase the Chief Executive Officer of the Company; (ii) the Chief Operating Officer of the Company; (iii) one (1) director appointed by the Chief Executive Officer of the Company; (iv) one (1) Round A Director; (v) one (1) Round B Director; and (vi) one (1) Preferred Share Director (b) Each of the Founders and the Affiliate Investors shall take all actions available to it in its capacity as a shareholder of the Company, to take or cause to be taken all actions available to each that are necessary to maintain the composition size of the Board or use its reasonable efforts to secure the resignations of Directors as set forth in Section 10.1(a). (c) Only the Party who had the power to designate a director pursuant to Section 10.1(a) shall have the power to remove such director. Each number of the Parties hereto agrees to take such action its incumbent directors as is necessary to call a special meeting enable Numico's and Purchaser's designees to be elected or appointed to the Board (including by nomination and approval by the current Company Board) and (ii) cause Numico's and Purchaser's designees to be so elected or appointed, including mailing to its shareholders an information statement containing the information required by Section 14(f) of the shareholders Exchange Act and Rule 14f-1 promulgated thereunder, which information statement is attached as Annex A to the Schedule 14D-9. Following the election or appointment of the Company (or effect a written consent in lieu thereof) Purchaser's designees and prior to the Effective Time, except for the purpose of effecting certain actions which are legally required to have full Board approval, any such removal, and at such meeting each such Party shall vote action to accomplish said result. In the event that any director is removed or shall have resigned or become unable to serve, the Party who had the power to designate such director pursuant to Section 10.1(a) shall have the power to designate a person reasonably qualified to serve on be taken by the Board of Directors to fill such vacancy, whereupon each of the Parties hereto, or their successors and assigns, agree to take such action as is necessary to promptly elect such person to fill such vacancy (including, if necessary, calling a special meeting of the shareholders of the Company (or effect a written consent in lieu thereof) and voting all shares owned by the Parties hereto to accomplish such result). Except as provided above, no Party shall vote in favor of, or otherwise take any actions in with respect of, the removal of any director who shall have been designated or nominated pursuant to Section 10.1(a). (d) The Board of Directors shall have a Chairman, and each of the Founders and the Affiliate Investors shall cause its designee directors(s) to support resolutions and actions by written consent of the Board of Directors that maintain or appoint to the position of Chairman of Merger Agreement which adversely affects the Board of Directors the Chief Executive Officer interests of the Company. (e) On all actions to be taken and matters to be decided 's shareholders will require approval by the Board of Directors, each director shall be entitled to cast one (1) vote, and subject to Section 10.3, the affirmative vote of the directors having a majority of the total voting power represented at a meeting at which a quorum is present shall constitute an act of the Board of Independent Directors. In the case of an equality of votes, the Chairman, if any, or in the absence of the Chairman, a director designated by the Board of Directors to preside at a meeting of the Board of Directors, shall have a second or casting vote in addition to any other vote such person may have.

Board of Directors. (a) As The Board shall initially be composed of the Execution Date, the Board eleven members (each a Director) of Directors shall consist of the following memberswhom: (i) the Chief Executive Officer two individuals shall be nominated by Idamante until such time as Idamante ceases to hold at least 10% of the CompanyShares; (ii) the Chief Operating Officer two individuals shall be nominated by AAIL until such time as AAIL ceases to hold at least 10% of the CompanyShares; (iii) one (1) director appointed two individuals shall be nominated by the Chief Executive Officer AHCL until such time as AHCL ceases to hold at least 10% of the CompanyShares; (iv) one two officers of the Company consisting of the Chief Executive Officer and the President and Chief Commercial Officer (1or, if such office is eliminated, such other officer of the Company as may be determined by the Nominating and Corporate Governance Committee) Round A Director;who shall be nominated by the Board, acting upon the recommendation of the Nominating and Corporate Governance Committee; and (v) one (1) Round B Director; and (vi) one (1) Preferred Share Directorthree individuals nominated by the Board, acting upon the recommendation of the Nominating and Corporate Governance Committee and subject to Section 2.4, that meet the then-current standards to qualify as an independent director under the Exchange Act. (b) Each In the event that any of the Founders and the Affiliate Investors shall take all actions available Majority Sponsors ceases to it in its capacity as a shareholder hold at least 10% of the Company, to take or cause to be taken all actions available to each that are necessary to maintain the composition Shares but holds at least 5% of the Board of Directors as set forth in Section 10.1(a)Shares then from that time forward such Majority Sponsor shall only have the right to nominate one individual to the Board. (c) Only In the Party who had event that any of the power Majority Sponsors holds less than 5% of the Shares, then from that time forward such Majority Sponsor shall no longer have the right to designate nominate any individuals to the Board. (d) Upon any decrease in the number of Directors that a director Majority Sponsor is entitled to nominate to the Board pursuant to paragraphs (b) or (c) of this Section 2.1, then such Majority Sponsor shall take all action necessary to procure that the relevant number of its Majority Sponsor Directors shall immediately tender resignation as a Director, unless such Majority Sponsor’s percentage ownership of the Shares has decreased as a result of the issuance of new Shares by the Company and not as a result of that Majority Sponsor Selling any Shares, in which case the relevant Majority Sponsor Directors shall complete their current term and tender resignation as a Director at the end of such term. (e) If the resignation of a Majority Sponsor Director tendered pursuant to Section 10.1(a2.1(d) is with respect to paragraph (b) of this Section 2.1 and such resignation is accepted by the Board, then the size of the Board shall be reduced accordingly. If such resignation is with respect to paragraph (c) of this Section 2.1 and such resignation is accepted by the Board, then the vacancy shall be filled as provided in the Company’s memorandum and articles of association. (f) Any Majority Sponsor Director may be removed (with or without cause) at any time by the applicable Majority Sponsor who appointed such Majority Sponsor Director upon notice to the Company. (g) Upon the death, resignation, retirement, incapacity, disqualification or, pursuant to Section 2.1(f), the removal (with or without cause) of any Majority Sponsor Director, the applicable Majority Sponsor shall have the power right to remove nominate the individual to fill the resulting vacancy, subject to Sections 2.1(a) through 2.1(c). (h) Save as provided in paragraph (i) of this Section 2.1, the Company shall pay to each Majority Sponsor in respect of each Director appointed by such Majority Sponsor, (a) a director. Each ’s fee in the amount per annum that is paid by the Company to each Independent Director, and (b) all out-of-pocket travel expenses incurred by such Majority Sponsors’ representatives in the performance of his duties as a Director, including, without limitation, in connection with attendance at Board and Board committee meetings by such representative. (i) The Parties hereby agree that AAIL shall be entitled to receive a monitoring fee in the amount it otherwise would have been entitled to receive in directors’ fees pursuant to paragraph (h) and AAIL hereby waives its right to receive directors’ fees pursuant to paragraph (h). (j) The Sponsors and the Syndicatees shall each vote their Shares and any other Securities of the Parties hereto agrees Company (to take the extent such action as is necessary to call a special Securities have voting rights) at any annual general or extraordinary general meeting of the shareholders of the Company (at which action is to be taken with respect to the election of Directors, or effect a in any written consent or resolution in lieu thereof) for of such a meeting of shareholders, to cause the purpose election or re-election, as applicable, of effecting any such removalthe Majority Sponsor Directors and the Management Directors and, and at such meeting each such Party shall vote to accomplish said result. In the event that any director is removed or shall have resigned or become unable to serveif requested by a Majority Sponsor, the Party who had Company, the power other Sponsors and the Syndicatees shall take all necessary action to designate call and hold such director pursuant to Section 10.1(a) shall have the power to designate a person reasonably qualified to serve on the Board of Directors to fill such vacancy, whereupon each of the Parties hereto, or their successors and assigns, agree to take such action as is necessary to promptly elect such person to fill such vacancy (including, if necessary, calling a special meeting of the shareholders of the Company, and shall take all other actions necessary to ensure the continued election to the Board of the Majority Sponsor Directors, and shall not take any actions which are inconsistent with the intent and purpose of the foregoing. The Company shall take all actions necessary to cause the Majority Sponsor Directors and the Management Directors to be elected or re-elected, as applicable, to the Board and to ensure the continued election to the Board of the Majority Sponsor Directors and the Management Directors and shall not take any actions which are inconsistent with the intent and purpose of the foregoing. (k) The Sponsors and the Syndicatees shall each vote their Shares and any other Securities of the Company (to the extent such Securities have voting rights) at any annual general or effect a extraordinary general meeting of the shareholders of the Company, or in any written consent in lieu thereof) of such a meeting of shareholders, to cause the removal of a Majority Sponsor Director, if the Majority Sponsor who nominated such Director designates such Director for removal and voting shall take all shares owned by the Parties hereto other actions necessary to accomplish cause such result). Except as provided above, no Party removal and shall vote in favor of, or otherwise not take any actions which are inconsistent with the intent and purpose of the foregoing. Except in respect ofaccordance with the foregoing, no Sponsor or Syndicatee shall vote its Shares or any other Securities of the Company (to the extent such Securities have voting rights) at any annual general or extraordinary general meeting of the shareholders of the Company, or in any written consent or resolution in lieu of such a meeting of shareholders, to cause the removal of any director who shall have been designated or nominated pursuant to Section 10.1(a)a Majority Sponsor Director. (dl) The Each Party shall instruct its nominated Directors to exercise their voting rights on the Board of Directors shall have (to the extent permitted by applicable Law) in a Chairman, and each manner consistent with the rights of the Founders Parties under this Section 2.1 so as to effectuate and preserve the Affiliate Investors shall cause its designee directors(s) to support resolutions and actions by written consent intent of the Board of Directors that maintain or appoint to the position of Chairman of the Board of Directors the Chief Executive Officer of the CompanyParties as set out herein. (e) On all actions to be taken and matters to be decided by the Board of Directors, each director shall be entitled to cast one (1) vote, and subject to Section 10.3, the affirmative vote of the directors having a majority of the total voting power represented at a meeting at which a quorum is present shall constitute an act of the Board of Directors. In the case of an equality of votes, the Chairman, if any, or in the absence of the Chairman, a director designated by the Board of Directors to preside at a meeting of the Board of Directors, shall have a second or casting vote in addition to any other vote such person may have.

Board of Directors. (a) As of the Execution Date, the The Board of Directors shall consist of eleven (11) directors. Panasonic shall have the following members: right to nominate five (i5) persons (the Chief Executive Officer “Panasonic Nominees”), and Tower shall have the right to nominate six (6) persons (the “Tower Nominees”), to serve as directors on the Board. Panasonic’s and Tower's initial nominees to serve as directors on the Board are set forth in Schedule 4.5(a) hereto. Each Shareholder shall submit to the other Shareholder a list of all subsequent nominees to serve as directors on the Board at least thirty (30) days prior to the shareholders’ meeting where such nominees may be elected to serve as directors on the Board. In the event of a change in the equity ownership of the Company; (ii) Company such that the Chief Operating Officer ratio of shareholdings of Panasonic in the Company; (iii) one (1) director appointed by Company is reduced, the Chief Executive Officer Parties will cooperate in amending the Articles of the Company; (iv) one (1) Round A Director; (v) one (1) Round B Director; and (vi) one (1) Preferred Share DirectorIncorporation and in taking any other actions required so that Panasonic’s ability to nominate directors will be reduced in a proportionate manner. (b) Each Shareholder shall cause its designated directors to conduct the Company Business in a manner consistent with the terms of this Agreement, the Articles of Incorporation, and applicable Laws. The number of directors may only be changed by amendment of the Founders and relevant provisions contained in the Affiliate Investors shall take all actions available to it in its capacity as a shareholder Articles of the Company, to take or cause to be taken all actions available to each that are necessary to maintain the composition of the Board of Directors as set forth in Section 10.1(a)Incorporation. (c) Only If as a result of the Party who had death, disability, retirement, resignation, removal (with or without cause) or other departure of a director, a vacancy on the power Board shall exist or arise, then the Shareholder entitled to designate the director whose departure resulted in such vacancy shall designate another individual to serve as a director; provided, however, that the term of office of such successor director pursuant shall be limited to Section 10.1(a) shall have the power to remove such director. Each remaining term of the Parties hereto agrees to take such action as is necessary to call a special meeting of the shareholders of the Company (or effect a written consent in lieu thereof) for the purpose of effecting any such removal, and at such meeting each such Party shall vote to accomplish said resultpredecessor. In the event that any director is removed or shall have resigned or become unable to servecase of a vacancy on the Board, the Party Shareholder who had appointed the power to designate such director pursuant to Section 10.1(ain question shall nominate a replacement director within ten (10) shall have the power to designate a person reasonably qualified to serve on the Board of Directors to fill such vacancy, whereupon each days of the Parties hereto, or their successors and assigns, agree to take such action as is necessary to promptly elect such person to fill such vacancy (including, if necessary, calling a special meeting of the shareholders of the Company (or effect a written consent in lieu thereof) and voting all shares owned by the Parties hereto to accomplish such result). Except as provided above, no Party shall vote in favor of, or otherwise take any actions in respect of, the removal of any director who shall have been designated or nominated pursuant to Section 10.1(a)vacancy. (d) The Unless otherwise set forth herein, meetings of the Board shall convene and be conducted in accordance with the Companies Act, any other applicable Laws, the Articles of Directors shall have a ChairmanIncorporation, and each of the Founders and the Affiliate Investors shall cause its designee directors(s) to support resolutions and actions by written consent of the Board of Directors that maintain or appoint to the position of Chairman of the Board of Directors the Chief Executive Officer of the CompanyRules. (e) On all actions to be taken and matters to be decided by the Board of Directors, each director shall be entitled to cast one (1) vote, and subject to Section 10.3, the affirmative vote of the directors having a majority of the total voting power represented at a meeting at which a quorum is present shall constitute an act of the Board of Directors. In the case of an equality of votes, the Chairman, if any, or in the absence of the Chairman, a director designated by the Board of Directors to preside at a meeting of the Board of Directors, shall have a second or casting vote in addition to any other vote such person may have.

Board of Directors. Promptly after such time as Sub purchases Shares pursuant to the Offer (a) As but subject to the satisfaction of the Execution DateMinimum Condition), Sub shall be entitled, to the fullest extent permitted by law, to designate at its option up to that number of directors, rounded to the next highest whole number, of the Company's Board of Directors, subject to compliance with Section 14(f) of the Exchange Act, as will make the percentage of the Company's directors designated by Sub pursuant to this sentence equal to the aggregate voting power of the shares of Company Class A Common Stock held by Parent or any of its Subsidiaries; provided, however, that in the event that Sub's designees are elected to the Board of Directors shall consist of the following members: Company, until the Effective Time, such Board of Directors shall have (i) at least three directors who are directors on the Chief Executive Officer date of this Agreement or are designated by a majority of the Company; directors of the Company who were directors on the date hereof, in each case excluding the Investor Nominees (as defined in the Investment Agreement) (the "Independent Directors") and (ii) the Chief Operating Officer number of Investor Nominees required by the Investment Agreement which shall be in addition to the number of directors designated by Sub pursuant to this Section 7.15; and provided, further that, in such event, if the number of Independent Directors shall be reduced below three for any reason whatsoever, the remaining Independent Directors shall, to the fullest extent permitted by law, designate a person to fill such vacancy who shall be deemed to be an Independent Director for purposes of this Agreement or, if no Independent Directors then remain, the other directors shall designate three persons to fill such vacancies who shall not be officers or affiliates of the Company or any of its Subsidiaries, or officers or affiliates of Parent, of any of its Subsidiaries or of any other entity in which Parent owns, directly or indirectly, any material amount of capital stock or other significant ownership interest, and such persons shall be deemed to be Independent Directors for purposes of this Agreement. Following the election or appointment of Sub's designees pursuant to this Section 7.15 and prior to the Effective Time, any termination or amendment of this Agreement by the Company, any extension by the Company of the time for the performance of any of the obligations or other acts of Sub or waiver or assertion of any of the Company; (iii) one (1) director appointed 's rights hereunder, and any other consent or action by the Chief Executive Officer Board of Directors of the Company; Company with respect to this Agreement (iv) one (1) Round A Director; (v) one (1) Round B Director; and (vi) one (1) Preferred Share Director (b) Each other than recommending or reconfirming the recommendation that the holders of the Founders Company Class A Common Stock approve and adopt this Agreement and the Affiliate Investors shall take all actions available to it Merger, and making determinations in its capacity as connection therewith, which recommendations and determinations may be made by a shareholder of the Company, to take or cause to be taken all actions available to each that are necessary to maintain the composition majority of the Board of Directors as set forth in Section 10.1(a). (c) Only the Party who had the power to designate a director constituted at any time after such election or appointment of Sub's designees pursuant to this Section) will require the concurrence of a majority of the Independent Directors and, to the extent permitted by law, no other action by the Company, including any action by any other director of the Company, shall be required to approve such actions. To the fullest extent permitted by applicable law, the Company shall take all actions requested by Parent which are reasonably necessary to effect the election of any such designee, including mailing to its stockholders the Information Statement containing the information required by Section 10.1(a14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder, and the Company agrees to make such mailing with the mailing of the Schedule 14D-9 (provided that Sub shall have provided to the power Company on a timely basis all information required to remove such directorbe included in the Information Statement with respect to Sub's designees). Each Parent and Sub will be solely responsible for any information with respect to either of them and their nominees, officers, directors and affiliates required by Section 14(f) of the Parties hereto agrees Exchange Act and Rule 14f-1 promulgated thereunder. In connection with the foregoing, the Company will promptly, at the option of Parent, to take the fullest extent permitted by law, either increase the size of the Company's Board of Directors and/or obtain the resignation of such action number of its current directors as is necessary to call a special meeting of enable Sub's designees to be elected or appointed to the shareholders of the Company (or effect a written consent in lieu thereof) for the purpose of effecting any such removal, and at such meeting each such Party shall vote to accomplish said result. In the event that any director is removed or shall have resigned or become unable to serve, the Party who had the power to designate such director pursuant to Section 10.1(a) shall have the power to designate a person reasonably qualified to serve on the Company's Board of Directors to fill such vacancy, whereupon each of the Parties hereto, or their successors and assigns, agree to take such action as is necessary to promptly elect such person to fill such vacancy (including, if necessary, calling a special meeting of the shareholders of the Company (or effect a written consent in lieu thereof) and voting all shares owned by the Parties hereto to accomplish such result). Except as provided above, no Party shall vote in favor of, or otherwise take any actions in respect of, the removal of any director who shall have been designated or nominated pursuant to Section 10.1(a). (d) The Board of Directors shall have a Chairman, and each of the Founders and the Affiliate Investors shall cause its designee directors(s) to support resolutions and actions by written consent of the Board of Directors that maintain or appoint to the position of Chairman of the Board of Directors the Chief Executive Officer of the Company. (e) On all actions to be taken and matters to be decided by the Board of Directors, each director shall be entitled to cast one (1) vote, and subject to Section 10.3, the affirmative vote of the directors having a majority of the total voting power represented at a meeting at which a quorum is present shall constitute an act of the Board of Directors. In the case of an equality of votes, the Chairman, if any, or in the absence of the Chairman, a director designated by the Board of Directors to preside at a meeting of the Board of Directors, shall have a second or casting vote in addition to any other vote such person may have.

Board of Directors. (a) As From and after the date of this Agreement, each Investor and each Key Employee shall vote all of his shares of the Execution Date, Company's common stock (the Board of Directors shall consist "Common Stock") and any other voting securities of the following membersCompany over which ------------ such holder has voting control and shall take all other necessary or desirable actions within its control (whether as a stockholder, director, member of a board committee or officer of the Company or otherwise, and including, without limitation, attendance at meetings in person or by proxy for purposes of obtaining a quorum and execution of written consents in lieu of meetings), and the Company shall take all necessary and desirable actions (including, without limitation, calling special board and stockholder meetings), so that: (i) the Chief Executive Officer authorized number of directors on the CompanyBoard shall be established at five (5) directors; (ii) the Chief Operating Officer of following individuals shall be elected to the Board: (A) one representative designated by ▇▇▇▇ Capital Fund V.L.P. ("BCF V"); ----- (C) one representatives designated by BCIP Associates ("BCIP"); and ---- (D) ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ and (so long as ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ is employed by the Company) another Key Employee designated by ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇; (iii) one the removal from the Board (1with or without cause) of any representative designated hereunder by BCF V, BCF V-B, BCIP, or ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ shall be at the written request of BCF V, BCF V-B, BCIP, or ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, respectively, but only upon such written request and under no other circumstances, provided that if any director appointed by the Chief Executive Officer designated pursuant to subparagraph (ii)(D) above ceases to be an employee of the Company;Company for any reason, he shall be removed as a director promptly after his employment ceases; and (iv) one (1) Round A Director; (v) one (1) Round B Director; and (vi) one (1) Preferred Share Directorin the event that any representative designated hereunder by BCF V, BCF V-B, BCIP, or ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ for any reason ceases to serve as a member of the Board during his term of office, the resulting vacancy on the Board shall be filled by a representative designated by BCF V, BCF V-B, BCIP or ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, respectively, as provided hereunder. (b) Each of The Company shall pay the Founders and reasonable out-of-pocket expenses incurred by each director in connection with attending the Affiliate Investors shall take all actions available to it in its capacity as a shareholder of the Company, to take or cause to be taken all actions available to each that are necessary to maintain the composition meetings of the Board of Directors as set forth in Section 10.1(a)or any committee thereof. (c) Only the Party who had the power to designate a director pursuant to Section 10.1(a) shall have the power to remove such director. Each of the Parties hereto agrees to take such action as is necessary to call a special meeting of the shareholders of the Company (or effect a written consent in lieu thereof) for the purpose of effecting any such removal, and at such meeting each such Party shall vote to accomplish said result. In the event that any director is removed or shall have resigned or become unable to serve, the Party who had the power to designate such director pursuant to Section 10.1(a) shall have the power to designate a person reasonably qualified to serve on the Board of Directors to fill such vacancy, whereupon each of the Parties hereto, or their successors and assigns, agree to take such action as is necessary to promptly elect such person to fill such vacancy (including, if necessary, calling a special meeting of the shareholders of the Company (or effect a written consent in lieu thereof) and voting all shares owned by the Parties hereto to accomplish such result). Except as provided above, no Party shall vote in favor of, or otherwise take any actions in respect of, the removal of any director who shall have been designated or nominated pursuant to Section 10.1(a). (d) The Board of Directors shall have a Chairman, and each of the Founders and the Affiliate Investors shall cause its designee directors(s) to support resolutions and actions by written consent of the Board of Directors that maintain or appoint to the position of Chairman of the Board of Directors the Chief Executive Officer of the Company. (e) On all actions to be taken and matters to be decided by the Board of Directors, each director shall be entitled to cast one (1) vote, and subject to Section 10.3, the affirmative vote of the directors having a majority of the total voting power represented at a meeting at which a quorum is present shall constitute an act of the Board of Directors. In the case of an equality of votes, the Chairman, if any, or in the absence of the Chairman, a director designated by the Board of Directors to preside at a meeting of the Board of Directors, shall have a second or casting vote in addition to any other vote such person may have.

Board of Directors. (a) As In the event that the Purchaser ------------------ acquires at least a majority of the Execution Dateoutstanding Shares pursuant to the Offer, if requested by the Parent, following the acceptance for payment of shares of Company Common Stock and payment by the Purchaser for such shares in accordance with the Offer, the Company shall take all actions necessary to entitle the Purchaser to designate such number of directors on the Board of Directors shall consist of the following members: (i) the Chief Executive Officer of the Company; (ii) the Chief Operating Officer of the Company; (iii) one (1) director appointed by the Chief Executive Officer of the Company; (iv) one (1) Round A Director; (v) one (1) Round B Director; and (vi) one (1) Preferred Share Director (b) Each of the Founders and the Affiliate Investors shall take all actions available to it in its capacity as a shareholder of the Company, rounded up to the next whole number, as will give the Purchaser representation on such Board of Directors equal to at least that number of directors which equals the product of the total number of directors on the Board of Directors (giving effect to the directors elected pursuant to this sentence) multiplied by the percentage that such number of shares of Company Common Stock so accepted for payment and paid for, purchased or otherwise acquired or owned by the Purchaser or the Parent bears to the number of shares of Company Common Stock outstanding and the Company and its Board of Directors shall, at such time, take or any and all such action needed to cause the Purchaser's designees to be taken all actions available appointed to each that are necessary to maintain the composition Company's Board of Directors (including increasing the size of the Board of Directors and/or causing directors to resign). In addition, at the same time that the Purchaser is entitled to representation on the Board of Directors pursuant to the preceding provisions, the Company, if so requested, will cause persons designated by the Purchaser to constitute the same percentage of each committee of the Board of Directors, each board of directors of each subsidiary of the Company and each committee of each such board. (b) The Company's obligations with respect to the election of the Purchaser's designees to the Board of Directors of the Company shall be subject to Section 14(f) of the Securities Exchange Act of 1934, as set forth amended (the "Exchange Act") and Rule 14f-1 promulgated thereunder. The Company shall promptly take all actions required pursuant to Section 14(f) and Rule 14f-1 in order to fulfill its obligations under this Section 10.1(a)1.3 and shall include in the Schedule 14D-9 such information with respect to the Company and its officers and directors as is required under Section 14(f) and Rule 14f-1. The Parent and the Purchaser will supply to the Company in writing and shall be solely responsible for any information with respect to any of them and their nominees, officers, directors and affiliates required by Section 14(f) and Rule 14f-1. (c) Only Notwithstanding any other provision of this Section 1.3, the Party Parent, the Purchaser and the Company shall cause two members of the Company's Board of Directors to be persons who had were members of the Company's Board of Directors on the date hereof, and who shall initially be ▇▇▇▇ ▇. ▇▇▇▇▇▇ and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ (the "Continuing Directors") so long as there are at least two such persons who are willing to serve as Continuing Directors; provided, that -------- subsequent to the acceptance, purchase and payment for shares of Company Common Stock representing greater than 50% of the voting power to designate a director represented by the outstanding shares of Company Common Stock pursuant to Section 10.1(a) the Offer, the Parent shall always have the power to remove such director. Each its designees represent at least a majority of the Parties hereto agrees to take such action as is necessary to call a special meeting entire Board of the shareholders of the Company (or effect a written consent in lieu thereof) for the purpose of effecting any such removal, and at such meeting each such Party shall vote to accomplish said resultDirectors. In the event that any director is removed or shall have resigned or become unable to serve, the Party who had the power to designate such director pursuant to Section 10.1(aContinuing Director(s) shall have the power to designate a person reasonably qualified to serve on the Board of Directors to fill such vacancy, whereupon each of the Parties hereto, or their successors and assigns, agree to take such action as is necessary to promptly elect such person to fill such vacancy (including, if necessary, calling a special meeting of the shareholders of the Company (or effect a written consent in lieu thereofresign(s) and voting all shares owned by the Parties hereto to accomplish such result). Except as provided above, no Party shall vote in favor of, or otherwise take any actions in respect of, the removal of any director who shall have been designated or nominated pursuant to Section 10.1(a). (d) The Board of Directors shall have a Chairman, and each of the Founders and the Affiliate Investors shall cause its designee directors(s) to support resolutions and actions by written consent of the Board of Directors that maintain or appoint to the position of Chairman of the Board of Directors the Chief Executive Officer of the Company. (e) On all actions to be taken and matters to be decided by from the Board of Directors, each director shall be entitled to cast one (1) vote, and subject to Section 10.3the Parent, the affirmative vote Purchaser and the Company shall permit the remaining Continuing Director(s) to appoint his or their successors in his or their reasonable discretion. Following the election or appointment of the directors having a majority Purchaser's designees pursuant to this Section 1.3 and prior to the Effective Time, any amendment to this Agreement, any termination of this Agreement by the Company, any extension by the Company of the total voting power represented at a meeting at which a quorum is present shall constitute an act time for the performance of any of the Board obligations or other acts of Directorsthe Parent or the Purchaser and any waiver of any of the Company's rights under this Agreement will require the concurrence of each of the Continuing Directors or their appointees. In If at any time the case of an equality of votesContinuing Directors reasonably deem it necessary to consult with independent counsel in connection with their duties as Continuing Directors or actions to be taken by the Company, the Chairman, if any, or Continuing Directors may retain counsel for such purpose and the Company will pay the reasonable fees and expenses incurred in the absence of the Chairman, a director designated by the Board of Directors to preside at a meeting of the Board of Directors, shall have a second or casting vote in addition to any other vote such person may haveconnection therewith.

Board of Directors. (a) As Promptly after such time as Sub acquires Shares pursuant to the Offer, Sub shall be entitled to designate at its option up to that number of directors, rounded to the nearest whole number, of the Execution DateCompany's Board of Directors, subject to compliance with Section 14(f) of the Exchange Act, as will make the percentage of the Company's directors designated by Sub equal to the aggregate voting power of the Shares of Common Stock held by Parent or any of its Subsidiaries (assuming the exercise of all outstanding options to purchase, and the conversion or exchange of all securities convertible or exchangeable into shares of the Company Common Capital Stock, other than the conversion of the shares of Class B Preferred Stock); provided, however, that in the event that Sub's designees are elected to the Board of Directors shall consist of the following members: (i) the Chief Executive Officer of the Company; (ii) the Chief Operating Officer of the Company; (iii) one (1) director appointed by the Chief Executive Officer of the Company; (iv) one (1) Round A Director; (v) one (1) Round B Director; and (vi) one (1) Preferred Share Director (b) Each of the Founders and the Affiliate Investors shall take all actions available to it in its capacity as a shareholder of the Company, to take or cause to be taken all actions available to each that are necessary to maintain until the composition of the Effective Time, such Board of Directors as set forth in Section 10.1(a). (c) Only the Party who had the power to designate a director pursuant to Section 10.1(a) shall have at least three directors who are directors on the power to remove such director. Each date of the Parties hereto agrees to take such action as is necessary to call a special meeting of the shareholders this Agreement and who are not officers of the Company (or effect a written consent the "Independent Directors"); and provided, further that, in lieu thereof) such event, if the number of Independent Directors shall be reduced below three for the purpose of effecting any such removal, and at such meeting each such Party shall vote to accomplish said result. In the event that any director is removed or shall have resigned or become unable to servereason whatsoever, the Party who had the power to designate such director pursuant to Section 10.1(a) remaining Independent Directors shall have the power to designate a person reasonably qualified to serve on the Board of Directors to fill such vacancy, whereupon each of the Parties hereto, or their successors and assigns, agree to take such action as is necessary to promptly elect such person to fill such vacancy (includingwho shall be deemed to be an Independent Director for purposes of this Agreement or, if necessaryno Independent Directors then remain, calling a special meeting of the shareholders other directors shall designate three persons to fill such vacancies who shall not be officers or affiliates of the Company or any of its Subsidiaries, or officers or affiliates of Parent or any of its Subsidiaries, and such persons shall be deemed to be Independent Directors for purposes of this Agreement. Subject to applicable law, the Company shall take all action requested by Parent which is reasonably necessary to effect any such election, including mailing to its stockholders the Information Statement containing the information required by Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder, and the Company agrees to make such mailing with the mailing of the Schedule 14D-9 (or effect provided that Sub shall have provided to the Company on a written consent timely basis all information required to be included in lieu thereof) and voting all shares owned by the Parties hereto Information Statement with respect to accomplish such resultSub's designees). Except In connection with the foregoing, the Company will promptly, at the option of Parent, either increase the size of the Company's Board of Directors and/or obtain the resignation of such number of its current directors as is necessary to enable Sub's designees to be elected or appointed to the Company's Board of Directors as provided above, no Party shall vote in favor of, or otherwise take any actions in respect of, the removal of any director who shall have been designated or nominated pursuant to Section 10.1(a). (d) The Board of Directors shall have a Chairman, and each of the Founders and the Affiliate Investors shall cause its designee directors(s) to support resolutions and actions by written consent of the Board of Directors that maintain or appoint to the position of Chairman of the Board of Directors the Chief Executive Officer of the Company. (e) On all actions to be taken and matters to be decided by the Board of Directors, each director shall be entitled to cast one (1) vote, and subject to Section 10.3, the affirmative vote of the directors having a majority of the total voting power represented at a meeting at which a quorum is present shall constitute an act of the Board of Directors. In the case of an equality of votes, the Chairman, if any, or in the absence of the Chairman, a director designated by the Board of Directors to preside at a meeting of the Board of Directors, shall have a second or casting vote in addition to any other vote such person may have.

Board of Directors. (a) As Pursuant to the Business Combination Agreement, on the Effective Date the board of directors of Holdco (the “Board of Directors”) shall have up to nine Directors, consisting of: (1) three Directors designated by GSM after consultation with Grupo VM who qualify as independent directors under the Nasdaq Rules (regardless of whether Shares are listed thereon) and were members of the Execution board of directors of GSM on the date prior to the Effective Date (the “Initial GSM Independent Directors”); (2) five Directors designated by Grupo VM, at least two of whom shall be designated after consultation with GSM and qualify as an independent director under the Nasdaq Rules (regardless of whether Shares are listed thereon) (the “Initial Grupo VM Directors”); and (3) AK, if he was serving as chairman of the board of directors of GSM on the date prior to the Effective Date (together with the Initial GSM Directors and the Initial Grupo VM Directors, the “Initial Directors”). (b) Prior to the Sunset Date, subject to and in accordance with this Section 3.01, in connection with any election of the Board of Directors, Grupo VM shall have the right to nominate, for election at any meeting of Holdco shareholders called for the purpose of electing directors for, or to appoint persons to fill vacancies in, the Board of Directors, a number of director candidates (each such candidate, a “Grupo VM Nominee”) equal to its Percentage Interest multiplied by the number of directors constituting the entire Board of Directors, rounded up to the nearest whole number, calculated on the date that is ten days prior to the beginning of the period during which shareholders of Holdco may give notice of a resolution to be proposed at a general meeting pursuant to Article 21 of the Articles of Association; provided, however, that in the event such whole number would cause the Grupo VM Nominees to constitute two-thirds or more of the entire Board, such result shall be rounded down to the nearest whole number. Prior to the Decrease Date, Grupo VM shall at all times nominate at least two Grupo VM Directors who shall qualify as independent directors under the Nasdaq Rules (regardless of whether Shares are listed thereon). On and after the Decrease Date, until the number of Grupo VM Directors is reduced to one, Grupo VM shall at all times nominate at least one Grupo VM Director who shall qualify as an independent director under the Nasdaq Rules (regardless of whether Shares are listed thereon). (c) Prior to the Decrease Date, subject to and in accordance with this Section 3.01, the GSM Independent Directors shall have the exclusive right to nominate persons on behalf of the Board of Directors for election at any meeting of Holdco shareholders called for the purpose of electing directors for, or to appoint persons to fill vacancies in, the Board of Directors, subject to the right of Grupo VM to designate and nominate Directors under this Agreement and to Section 3.01(d). On and after the Decrease Date, the Board of Directors shall consist of have the following members: (i) the Chief Executive Officer of the Company; (ii) the Chief Operating Officer of the Company; (iii) one (1) director appointed by the Chief Executive Officer of the Company; (iv) one (1) Round A Director; (v) one (1) Round B Director; and (vi) one (1) Preferred Share Director (b) Each of the Founders and the Affiliate Investors shall take all actions available right to it in its capacity as a shareholder of the Company, to take or cause to be taken all actions available to each that are necessary to maintain the composition nominate persons on behalf of the Board of Directors as set forth in Section 10.1(a). (c) Only the Party who had the power to designate a director pursuant to Section 10.1(a) shall have the power to remove such director. Each of the Parties hereto agrees to take such action as is necessary to call a special for election at any meeting of the Holdco shareholders of the Company (or effect a written consent in lieu thereof) called for the purpose of effecting any such removalelecting directors for, and at such meeting each such Party shall vote or to accomplish said result. In the event that any director is removed or shall have resigned or become unable to servefill vacancies in, the Party who had the power to designate such director pursuant to Section 10.1(a) shall have the power to designate a person reasonably qualified to serve on the Board of Directors, subject to the right of Grupo VM to designate and nominate Directors under this Agreement and to fill such vacancySection 3.01(d). With respect to any meeting of Holdco shareholders called for the purpose of electing directors prior to the Decrease Date, whereupon each the number of nominations by the GSM Independent Directors shall not exceed the number of the Parties hereto, or their successors and assigns, agree to take such action as is necessary to promptly elect such person to fill such vacancy (including, if necessary, calling a special meeting entire Board of the shareholders of the Company (or effect a written consent in lieu thereof) and voting all shares owned Directors reduced by the Parties hereto number of Grupo VM Directors and by any person entitled to accomplish such result). Except as provided above, no Party shall vote in favor of, or otherwise take any actions in respect of, the removal of any director who shall have been designated or nominated pursuant to nomination under Section 10.1(a3.01(d). (d) The Board of Directors shall have a Chairman, and each of the Founders and the Affiliate Investors shall cause its designee directors(s(i) to support resolutions and actions by written consent of the Board of Directors that maintain or appoint Subject to the position Articles of Chairman Association, for so long as AK is serving as the executive chairman of Holdco (the Board of Directors the Chief “Executive Officer of the Company. (e) On all actions to be taken and matters to be decided by the Board of DirectorsChairman”), each director he shall be entitled to cast one (1) vote, and subject to Section 10.3, the affirmative vote of the directors having a majority of the total voting power represented at a meeting at which a quorum is present shall constitute an act of the Board of Directors. In the case of an equality of votes, the Chairman, if any, or in the absence of the Chairman, nomination for election as a director designated by the Board of Directors to preside at a any meeting of Holdco shareholders called for the Board purpose of Directors, shall have a second or casting vote in addition to any other vote such person may haveelecting directors.