Common use of Board Representation Clause in Contracts

Board Representation. (a) In accordance with the Certificate of Designation and subject to the rights of holders of the Company's serial preferred stock, as of the date hereof and for so long as the Stockholders shall be entitled to nominate at least one Director pursuant to Section 2.01(b), the Board shall consist of 11 members, initially consisting of (i) four Stockholder Directors, (ii) four ▇▇▇▇▇ Directors and (iii) three Independent Common Stock Directors recommended by the Nominating Committee and approved by the Board. (b) Each of ▇▇. ▇▇▇▇▇ and the Stockholders shall vote all Restricted Securities Beneficially Owned by him or it, as the case may be, to cause, and the parties hereto each shall otherwise use its best efforts to cause, there to be (i) four Stockholder Directors for so long as the Stockholders Beneficially Own at least 25% of the outstanding shares of Common Stock (on a Fully Diluted Basis), (ii) three Stockholder Directors for so long as the Stockholders Beneficially Own at least 20% but less than 25% of the outstanding shares of Common Stock (on a Fully Diluted Basis), (iii) two Stockholder Directors for so long as the Stockholders Beneficially Own at least 15% but less than 20% of the outstanding shares of Common Stock (on a Fully Diluted Basis), or (iv) one Stockholder Director for so long as the Stockholders Beneficially Own at least 5% but less than 15% of the outstanding shares of Common Stock (on a Fully Diluted Basis). (c) Each of ▇▇. ▇▇▇▇▇ and the Stockholders shall vote all Restricted Securities Beneficially Owned by him or it, as the case may be, to cause, and the parties hereto each shall otherwise use its best efforts to cause, there to be (i) four ▇▇▇▇▇ Directors for so long as ▇▇. ▇▇▇▇▇ Beneficially Owns at least 25% of the outstanding shares of Common Stock (on a Fully Diluted Basis), (ii) three ▇▇▇▇▇ Directors for so long as ▇▇. ▇▇▇▇▇ Beneficially Owns at least 20% but less than 25% of the outstanding shares of Common Stock (on a Fully Diluted Basis), (iii) two ▇▇▇▇▇ Directors for so long as ▇▇. ▇▇▇▇▇ Beneficially Owns at least 15% but less than 20% of the outstanding shares of Common Stock (on a Fully Diluted Basis), or (iv) one ▇▇▇▇▇ Director for so long as ▇▇. ▇▇▇▇▇ Beneficially Owns at least 5% but less than 15% of the outstanding shares of Common Stock (on a Fully Diluted Basis). (d) ▇▇. ▇▇▇▇▇ shall cause holders of Class A Common Stock to exercise their rights to elect Class A Directors in order to effectuate, to the extent necessary, the provisions contained in this Section 2.01; provided, however, notwithstanding anything contained in this Section 2.01 to the contrary, for so long as any shares of Class A Common Stock are outstanding and entitled to elect Class A Directors, holders of shares of Class A Common Stock shall have the sole right to elect Class A Directors.

Board Representation. (a) In accordance with Each of the Certificate Getty Group and the Torrance Group shall have the right to nominate one director to the Board of Designation and Directors of Getty Images (the "BOARD") whenever such class of directors is subject to an election; PROVIDED, HOWEVER, that the rights of holders of the Company's serial preferred stock, as of the date hereof and Torrance Group shall not have such right for so long as the Stockholders shall be entitled to nominate at least one Director pursuant to Section 2.01(b), the Board shall consist of 11 members, initially consisting of (i) four Stockholder Directors, (ii) four ▇▇▇▇ ▇▇▇▇▇▇▇▇ Directors is an employee of Getty Images and (iii) three Independent Common Stock Directors recommended by the Nominating Committee and approved by a member of the Board. (b) Each of ▇▇. ▇▇▇▇▇ ; and PROVIDED FURTHER, that such right shall terminate with respect to either the Stockholders shall vote all Restricted Securities Beneficially Owned by him Torrance Group or itthe Getty Group, as the case may be, to cause, and once such Group beneficially owns fewer than the parties hereto each shall otherwise use its best efforts to cause, there to be greater of (i) four Stockholder Directors for so long as the Stockholders Beneficially Own at least 25% of the outstanding 3,000,000 shares of Common Stock (on a Fully Diluted Basis)subject to equitable adjustment in the event of stock splits, stock dividends and similar events) and (ii) three such number of shares of Common Stock as is equal to 2% of the then outstanding shares of Common Stock. Such right shall be in addition to any other voting rights that each Stockholder Directors may have with respect to its Shares. (b) For so long as the Getty Group has the right to nominate one director to the Board pursuant to Section 2.01(a), the Getty Group shall also have the right to appoint the Chairman of the Board from among the directors of Getty Images; PROVIDED, HOWEVER, that the Getty Group shall not have such right for so long as either ▇▇▇▇ ▇▇▇▇▇▇▇▇ or ▇▇▇▇ ▇▇▇▇▇ is the Stockholders Beneficially Own at least 20% but less than 25% Chairman or a Co-Chairman of the outstanding shares of Common Stock (on a Fully Diluted Basis), (iii) two Stockholder Directors for so long as the Stockholders Beneficially Own at least 15% but less than 20% of the outstanding shares of Common Stock (on a Fully Diluted Basis), or (iv) one Stockholder Director for so long as the Stockholders Beneficially Own at least 5% but less than 15% of the outstanding shares of Common Stock (on a Fully Diluted Basis)Board. (c) Each The Stockholders agree to take such actions within their control as are necessary to implement the agreements set forth in Sections 2.01(a) and 2.01(b), including the voting of their respective Shares in favor of the Board nominees designated by the Getty Group and the Torrance Group in accordance with this Section 2.01. (d) Getty Images shall include as a nominee for the Board recommended by the Board the person designated by each of the Getty Group and the Torrance Group in accordance with Section 2.01(a) and shall nominate such person and use its reasonable best efforts to cause the election of such person, unless the Board of Directors of Getty Images, in the exercise of its fiduciary duties, reasonably shall determine that such person is not qualified to serve on the Board. If the Board reasonably determines that such designee is not so qualified, the Group designating such nominee shall have the opportunity to specify one additional designee who shall be so included as a nominee subject to the qualification set forth in the immediately preceding sentence. (e) In the event that a vacancy is created at any time by the death, disability, resignation or removal of any director nominated by the Getty Group or the Torrance Group, the nominating Group shall have the right to designate a replacement director to fill such vacancy (provided that such Group would be entitled at that time to nominate a director pursuant to Section 2.01(a)) and Getty Images and the Stockholders agree to take such actions within their control as are necessary to implement the agreements set forth in this Section 2.01(e). (f) To the extent not already proposed pursuant to Exhibit 7.11 of the Merger Agreement, ▇▇. ▇▇ ▇▇▇▇▇▇▇▇ and may propose to the Stockholders shall vote all Restricted Securities Beneficially Owned by him or it, Board of Directors of Getty Images non-employees with appropriate industry experience to fill two vacancies on the Board of Directors of Getty Images as the case may be, to cause, and the parties hereto each shall otherwise use its best efforts to cause, there to be (i) four ▇▇▇▇▇ Directors for so long as ▇▇. ▇▇▇▇▇ Beneficially Owns at least 25% of the outstanding shares date hereof. The Board of Common Stock (on a Fully Diluted Basis), (ii) three ▇▇▇▇▇ Directors for so long as ▇▇. ▇▇▇▇▇ Beneficially Owns at least 20% but less than 25% of the outstanding shares of Common Stock (on a Fully Diluted Basis), (iii) two ▇▇▇▇▇ Directors for so long as ▇▇. ▇▇▇▇▇ Beneficially Owns at least 15% but less than 20% of the outstanding shares of Common Stock (on a Fully Diluted Basis), or (iv) one ▇▇▇▇▇ Director for so long as ▇▇. ▇▇▇▇▇ Beneficially Owns at least 5% but less than 15% of the outstanding shares of Common Stock (on a Fully Diluted Basis)Getty Images shall consider any proposed appointee in good faith. (d) ▇▇. ▇▇▇▇▇ shall cause holders of Class A Common Stock to exercise their rights to elect Class A Directors in order to effectuate, to the extent necessary, the provisions contained in this Section 2.01; provided, however, notwithstanding anything contained in this Section 2.01 to the contrary, for so long as any shares of Class A Common Stock are outstanding and entitled to elect Class A Directors, holders of shares of Class A Common Stock shall have the sole right to elect Class A Directors.

Board Representation. (a) In accordance with the Certificate of Designation and subject to the rights of holders of the Company's serial preferred stock, as of the date hereof and for For so long as Investor Holdco or, in the Stockholders shall be entitled to nominate event Cerberus Holder no longer holds Company Shares through Investor Holdco, Cerberus Holder has beneficial ownership of at least one Director pursuant 12.5% or greater of the aggregate number of Company Shares then outstanding, Investor Holdco or, in the event Cerberus Holder no longer holds Company Shares through Investor Holdco, Cerberus Representative shall have the right to Section 2.01(b), designate to the Board shall consist of 11 members, initially consisting of (i) four Stockholder Directors, (ii) four ▇▇▇▇▇ Directors and (iii) three Independent Common Stock Directors recommended by two individuals who satisfy the Nominating Committee and approved by the BoardDirector Requirements. (b) Each of ▇▇. ▇▇▇▇▇ and the Stockholders shall vote all Restricted Securities Beneficially Owned by him or it, as the case may be, to cause, and the parties hereto each shall otherwise use its best efforts to cause, there to be (i) four Stockholder Directors for For so long as Investor Holdco or, in the Stockholders Beneficially Own event Cerberus Holder no longer holds Company Shares through Investor Holdco, Cerberus Holder has beneficial ownership of less than 12.5% but at least 257.5% of the outstanding shares aggregate number of Common Stock (on a Fully Diluted Basis)Company Shares then outstanding, (ii) three Stockholder Investor Holdco or, in the event Cerberus Holder no longer holds Company Shares through Investor Holdco, Cerberus Representative shall have the right to designate to the Board of Directors for so long as one individual who satisfies the Stockholders Beneficially Own at least 20% but less than 25% of the outstanding shares of Common Stock (on a Fully Diluted Basis), (iii) two Stockholder Directors for so long as the Stockholders Beneficially Own at least 15% but less than 20% of the outstanding shares of Common Stock (on a Fully Diluted Basis), or (iv) one Stockholder Director for so long as the Stockholders Beneficially Own at least 5% but less than 15% of the outstanding shares of Common Stock (on a Fully Diluted Basis)Requirements. (c) Each of ▇▇. ▇▇▇▇▇ and the Stockholders shall vote all Restricted Securities Beneficially Owned by him or it, as the case may be, to cause, and the parties hereto each shall otherwise use its best efforts to cause, there to be (i) four ▇▇▇▇▇ Directors for For so long as ▇▇. ▇▇▇▇▇ Beneficially Owns a Holder (or Cerberus Representative if the Holder is a Cerberus Holder) is entitled to designate any individuals to the Board of Directors pursuant to this Section 2.01, the Company shall take all action reasonably available to it to cause such individual(s) (or any replacement designated by such Holder (or Cerberus Representative if the Holder is a Cerberus Holder)) to be included in the slate of nominees recommended by the Board of Directors to the Company’s stockholders for election as directors at least 25% each annual meeting of the outstanding shares of Common Stock (on a Fully Diluted Basis), (ii) three ▇▇▇▇▇ Directors for so long as ▇▇. ▇▇▇▇▇ Beneficially Owns at least 20% but less than 25% stockholders of the outstanding shares Company (and/or in connection with any election by written consent) and the Company shall use the same efforts to cause the election of Common Stock (on a Fully Diluted Basis)such nominee(s) as it uses to cause other nominees recommended by the Board of Directors to be elected, (iii) two ▇▇▇▇▇ Directors for so long as ▇▇. ▇▇▇▇▇ Beneficially Owns at least 15% but less than 20% including soliciting proxies in favor of the outstanding shares election of Common Stock (on a Fully Diluted Basis), or (iv) one ▇▇▇▇▇ Director for so long as ▇▇. ▇▇▇▇▇ Beneficially Owns at least 5% but less than 15% of the outstanding shares of Common Stock (on a Fully Diluted Basissuch nominee(s). (d) ▇▇In the event that a vacancy is created at any time by the death, disability, retirement, resignation or removal (with or without cause) of a director nominated or designated pursuant to this Section 2.01, or in the event of the failure of any such nominee to be elected, the Holder (or Cerberus Representative if the Holder is a Cerberus Holder) who nominated or designated such director shall have the right to designate a replacement who satisfies the Director Requirements to fill such vacancy. ▇▇▇▇▇ The Company shall take all action reasonably available to it to cause holders of Class A Common Stock such vacancy to exercise their rights to elect Class A Directors in order to effectuatebe filled by the replacement so designated, and, to the extent necessarypermitted under the Certificate of Incorporation and By-Laws of the Company then in effect, the provisions contained in this Section 2.01; provided, however, notwithstanding anything contained in this Section 2.01 Board of Directors shall promptly elect such designee to the contrary, for so long as any shares Board of Class A Common Stock are outstanding and entitled to elect Class A Directors, holders of shares of Class A Common Stock shall have the sole right to elect Class A Directors.

Board Representation. (a) In accordance with The Company shall take all permissible corporate action such that on the Certificate Closing Date the size of Designation and subject to the rights of holders of the Company's serial preferred stock, as of the date hereof and for so long as the Stockholders shall be entitled to nominate at least one Director pursuant to Section 2.01(b), the Board shall consist of 11 be increased by two (2) members, initially consisting of and two (i2) four Stockholder Directorsindividuals designated by Oracle and ▇▇▇▇▇▇▇, respectively (ii) four each director designated by Oracle or ▇▇▇▇▇▇▇ Directors under this Agreement (including pursuant to Section 3(c)), a “Purchaser Designee,” and (iiicollectively, the “Purchaser Designees”) three Independent Common Stock Directors recommended by the Nominating Committee and approved by as Board nominees shall be appointed to the Board. (b) Each After the Closing, the size of the Board shall be set at eight (8) members or other such other number as has been approved by the Board and the Principal Purchasers pursuant to Section 2. (c) Subject to Section 3(a), from and after the Closing Date, the Company shall cause: (i) one (1) individual designated by Oracle (such director designated by Oracle, an “Oracle Designee”) to be nominated by the Company to serve on the Board for so long as Oracle has beneficial ownership of Shares, Warrants or Warrant Shares, in the aggregate, in an amount equal to at least fifty percent (50%) of the Shares and Warrants, in the aggregate, issued to Oracle on the Closing Date; and (ii) one (1) individual designated by ▇▇. ▇▇▇▇▇ (such director designated by ▇▇▇▇▇▇▇, a “▇▇▇▇▇▇▇ Designee”) to be nominated by the Company to serve on the Board for so long as ▇▇▇▇▇▇▇ has beneficial ownership of Shares, Warrants or Warrant Shares, in the aggregate, in an amount equal to at least fifty percent (50%) of the Shares and Warrants, in the Stockholders shall vote all Restricted Securities Beneficially Owned by him aggregate, issued to ▇▇▇▇▇▇▇ on the Closing Date. In the event either Oracle or it▇▇▇▇▇▇▇ no longer have beneficial ownership of Common Stock in the amounts set forth in clauses (i) and (ii) of this Section 3(c), the Company may cause the Oracle Designee or ▇▇▇▇▇▇▇ Designee, as the case may be, to causebe replaced with nominees acceptable to the Company. (d) The Purchaser Designees shall, when up for election, subject to the terms hereof and applicable law, be the Company’s nominees to serve on the Board and the parties hereto each Company shall otherwise use solicit proxies for the Purchaser Designees to the same extent as it would for any of its best efforts other nominees to cause, there to be the Board. The Company’s proxy statement for the election of directors shall include the Purchaser Designees and the recommendation of the Board in favor of election of the Purchaser Designees. (ie) four Stockholder Directors for For so long as such membership does not conflict with any applicable law or regulation or listing requirement of Nasdaq or other securities exchange on which the Stockholders Beneficially Own Common Stock is listed for trading (as determined in good faith by the Board), the Purchaser Designees shall be entitled to serve as members of, or observers to, at least 25% such Purchaser Designee’s election, committees of the outstanding shares of Common Stock (on a Fully Diluted Basis), (ii) three Stockholder Directors for so long as the Stockholders Beneficially Own at least 20% but less than 25% of the outstanding shares of Common Stock (on a Fully Diluted Basis), (iii) two Stockholder Directors for so long as the Stockholders Beneficially Own at least 15% but less than 20% of the outstanding shares of Common Stock (on a Fully Diluted Basis), or (iv) one Stockholder Director for so long as the Stockholders Beneficially Own at least 5% but less than 15% of the outstanding shares of Common Stock (on a Fully Diluted Basis)Board. (cf) Each of Oracle or ▇▇. ▇▇▇▇▇ may at any time request its Purchaser Designee to resign, with or without cause. Any vacancy caused by the resignation of Purchaser Designees shall only be filled with another Purchaser Designee of the applicable Purchaser. Any vacancy created by any removal of a Purchaser Designee or an election of the Purchasers to defer appointing one or more Purchaser Designees shall also only be filled with another Purchaser Designee of the applicable Purchaser. The Company shall not take any action to remove any Purchaser Designee or fill a vacancy reserved for a Purchaser Designee in each case without the consent of the applicable Purchaser unless and until the applicable Purchaser is no longer entitled to a Purchase Designee in accordance with Sections 3(c)(i) and 3(c)(ii) above. (g) In addition to any other indemnification rights the Purchaser Designees have pursuant to the Transaction Documents and the Stockholders Company’s Certificate of Incorporation and Bylaws, each such Purchaser Designee that serves on the Board shall vote all Restricted Securities Beneficially Owned by him or it, as have the case may be, right to causeenter into, and the parties hereto each shall otherwise use its best efforts Company agrees to causeenter into, there an indemnification agreement, in a form reasonably satisfactory to be (i) four ▇▇▇▇▇ Directors for so long as ▇▇. ▇▇▇▇▇ Beneficially Owns at least 25% the Purchaser Designees, concurrent with such Purchaser Designee becoming a member of the outstanding shares Board. The Company shall maintain director and officer insurance covering the Purchaser Designees on the same terms and with the same amount of Common Stock (on a Fully Diluted Basis), (ii) three ▇▇▇▇▇ Directors for so long coverage as ▇▇. ▇▇▇▇▇ Beneficially Owns at least 20% but less than 25% is provided to other members of the outstanding shares of Common Stock Board. The Company shall reimburse the reasonable expenses incurred by the Purchaser Designees in connection with attending (on a Fully Diluted Basis), (iiiwhether in person or telephonically) two ▇▇▇▇▇ Directors for so long as ▇▇. ▇▇▇▇▇ Beneficially Owns at least 15% but less than 20% all meetings of the outstanding shares of Common Stock (on a Fully Diluted Basis), Board or (iv) one ▇▇▇▇▇ Director for so long committees thereof or other Company related meetings to the same extent as ▇▇. ▇▇▇▇▇ Beneficially Owns at least 5% but less than 15% all other members of the outstanding shares of Common Stock Board are reimbursed for such expenses (or, in case any such expense reimbursement policy shall apply only to non-employee directors, to the same extent as all other non-employee directors). The Purchaser Designees shall be entitled to the same compensation for service on a Fully Diluted Basis)the Board, including, without limitation, cash fees, stock options, deferred share units, restricted stock and other equity and equity-related awards, as is provided to other non-employee directors. (dh) ▇▇. ▇▇▇▇▇ The Company and the Purchasers shall take or cause holders to be taken all lawful action necessary to ensure at all times as of Class A Common Stock to exercise their rights to elect Class A Directors in order to effectuate, to and following the extent necessary, Closing Date that the Company’s Certificate of Incorporation and Bylaws are not inconsistent with the provisions contained in of this Section 2.01; provided, however, notwithstanding anything contained in this Section 2.01 to Agreement and the contrary, for so long as any shares of Class A Common Stock are outstanding and entitled to elect Class A Directors, holders of shares of Class A Common Stock shall have Transaction Documents or the sole right to elect Class A Directorstransactions contemplated hereby or thereby.

Board Representation. (a) In accordance with the Certificate of Designation and subject to the rights of holders Until such time as Apollo no longer beneficially owns at least 50.1% of the Company's serial preferred stocktotal number of shares of Common Stock outstanding at any time, as the Company shall support the nomination of, and cause the Board of Directors of the date hereof Company (the “Board of Directors”) to include in the slate of nominees recommended to stockholders for election as directors, four (4) persons designated at any time and for so long as the Stockholders shall be entitled from time to nominate at least one Director pursuant to Section 2.01(b), the Board shall consist of 11 members, initially consisting of (i) four Stockholder Directors, (ii) four ▇▇▇▇▇ Directors and (iii) three Independent Common Stock Directors recommended time by the Nominating Committee and approved by the Board.Apollo Management; (b) Each of ▇▇. ▇▇▇▇▇ and the Stockholders shall vote all Restricted Securities Beneficially Owned by him or it, After such time as the case may be, to cause, and the parties hereto each shall otherwise use its best efforts to cause, there to be (i) four Stockholder Directors for so long as the Stockholders Beneficially Own Apollo no longer beneficially owns at least 2550.1%, but until such time as Apollo no longer beneficially owns at least 33 1/3% of the outstanding total number of shares of Common Stock outstanding at any time, the Company shall support the nomination of, and cause the Board of Directors to include in the slate of nominees recommended to stockholders for election as directors, three (on a Fully Diluted Basis), 3) persons designated at any time and from time to time by Apollo Management; (iic) three Stockholder Directors for so long Until such time as the Stockholders Beneficially Own Apollo no longer beneficially owns at least 20% but less than 2550.1% of the outstanding total number of shares of Common Stock outstanding at any time, upon written request from Apollo Management, the Company promptly shall take all action as shall be necessary to, and shall cause the Board of Directors of the Company to, increase the size of the Board of Directors by such number that will cause Apollo Designees to constitute a majority of the positions on the Board of Directors, and the Company shall cause the Board of Directors promptly to fill the vacancies created by such increase with Apollo Designees and shall, at the annual stockholder meeting following such written request from Apollo Management, support the nomination of, and cause the Board of Directors to include in the slate of nominees recommended to stockholders for election as directors, Apollo Designees to fill such vacancies (on a Fully Diluted Basisin addition to the four (4) Apollo Designees referred to in clause (a)); provided, however, that, notwithstanding the foregoing subsections (a), (iiib) two Stockholder Directors for so long as the Stockholders Beneficially Own at least 15% but less than 20% of the outstanding shares of Common Stock and (on a Fully Diluted Basisc), or (iv) one Stockholder Director for so long as the Stockholders Beneficially Own at least 5% but less than 15% of the outstanding shares of Common Stock (on a Fully Diluted Basis). (c) Each of ▇▇. ▇▇▇▇▇ and the Stockholders Company shall vote all Restricted Securities Beneficially Owned by him or it, as the case may be, not be required to causetake any action which it reasonably believes is unlawful, and the parties hereto each Company shall otherwise use its best efforts be allowed to cause, there to take any action the omission of which it reasonably believes would be (i) four ▇▇▇▇▇ Directors for so long as ▇▇. ▇▇▇▇▇ Beneficially Owns at least 25% of the outstanding shares of Common Stock (on a Fully Diluted Basis), (ii) three ▇▇▇▇▇ Directors for so long as ▇▇. ▇▇▇▇▇ Beneficially Owns at least 20% but less than 25% of the outstanding shares of Common Stock (on a Fully Diluted Basis), (iii) two ▇▇▇▇▇ Directors for so long as ▇▇. ▇▇▇▇▇ Beneficially Owns at least 15% but less than 20% of the outstanding shares of Common Stock (on a Fully Diluted Basis), or (iv) one ▇▇▇▇▇ Director for so long as ▇▇. ▇▇▇▇▇ Beneficially Owns at least 5% but less than 15% of the outstanding shares of Common Stock (on a Fully Diluted Basis)unlawful. (d) ▇▇. ▇▇▇▇▇ shall cause holders Until such time as Apollo no longer beneficially owns at least 33 1/3% of Class A Common Stock to exercise their rights to elect Class A Directors in order to effectuate, to the extent necessary, the provisions contained in this Section 2.01; provided, however, notwithstanding anything contained in this Section 2.01 to the contrary, for so long as any shares of Class A Common Stock are outstanding and entitled to elect Class A Directors, holders total number of shares of Class A Common Stock outstanding at any time, vacancies arising through the death, resignation or removal of an Apollo Designee may be filled only by a majority of the directors nominated by Apollo Management then in office and the directors so chosen shall hold office until the next annual election and until their successors are duly elected and qualified, or until their earlier death, resignation or removal. (e) Until such time as Apollo no longer beneficially owns at least 50.1% of the total number of shares of Common Stock outstanding at any time, vacancies arising from an increase in the number of directors pursuant to Section 2(c) hereof may be filled only by a majority of the directors nominated by Apollo Management then in office and the directors so chosen shall hold office until the next annual election and until their successors are duly elected and qualified, or until their earlier death, resignation or removal. (f) Notwithstanding the provisions of this Section 2, Apollo Management shall not be entitled to designate any person as a nominee to the Board of Directors if the Company receives a written opinion of its outside legal counsel of national reputation that such person would not be qualified under any applicable law, rule or regulation, rule of the New York Stock Exchange or the Amended and Restated By-Laws of the Corporation (the “By-Laws”) to serve as a director of the Company. Other than with respect to the issue set forth in the preceding sentence, the Company shall not have the sole right to elect Class A Directorsobject to any Apollo Designee. The Company shall notify Apollo Management in writing of the date on which proxy materials are expected to be mailed by the Company in connection with an election of directors (and such notice shall be delivered to Apollo Management at least 30 days prior to such expected mailing date). The Company shall notify Apollo Management of any objection to an Apollo Designee sufficiently in advance of the date on which such proxy materials are to be mailed by the Company in connection with such election of directors so as to enable Apollo Management to propose a replacement Apollo Designee in accordance with the terms of this Agreement.

Board Representation. (a) In accordance with the Certificate of Designation and subject Subject to the rights terms and conditions of holders of the Company's serial preferred stockthis Agreement, as of from the date hereof of this Agreement, the Company and for so long as each Voting Party shall take all Necessary Action to cause, effective immediately following the Stockholders shall be entitled to nominate at least one Director pursuant to Section 2.01(b)Closing Date, the Board shall consist to be comprised of 11 membersnine (9) directors, initially consisting comprised of (i) four Stockholder Directorsthe chief executive officer of the Company, (ii) four ▇▇▇▇▇ Directors five (5) directors designated by the Topco Equityholders (the “Topco Designees” and each a “Topco Designee”), of which at least one (1) shall qualify as an “independent director” under stock exchange regulations applicable to the Company and (iii) three Independent Common Stock Directors recommended (3) director designated by the Nominating Committee and approved by Horizon Equityholders (the Board. “Horizon Designees”), of which at least two (b2) Each of ▇▇shall qualify as “independent directors” under stock exchange regulations applicable to the Company. ▇▇▇▇▇ and From the Stockholders Closing Date, the Horizon Equityholders shall vote all Restricted Securities Beneficially Owned by him or ithave the right, as but not the case may beobligation, to causenominate (I) three (3) Horizon Designees, and the parties hereto each shall otherwise use its best efforts to cause, there to be (i) four Stockholder Directors for so long as the Stockholders Horizon Equityholders, in the aggregate, Beneficially Own at least 2512% of the outstanding shares Closing Amount, of Common Stock which at least two (on a Fully Diluted Basis)2) shall qualify as “independent directors” under stock exchange regulations applicable to the Company, (iiII) three Stockholder Directors for two (2) Horizon Designees, so long as the Stockholders Horizon Equityholders, in the aggregate, Beneficially Own at least 206% but less than 2512% of the outstanding shares Closing Amount, each of Common Stock which shall qualify as “independent directors” under stock exchange regulations applicable to the Company, and (III) until the Horizon Sunset Date, one (1) Horizon Designee, who shall qualify as an “independent director” under stock exchange regulations applicable to the Company; provided that, the loss of the right to designate the Horizon Designee pursuant to this Section 3(a) shall not shorten the term of such Horizon Designee then-serving on a Fully Diluted Basis)the Board. From the Closing Date, the Topco Equityholders shall have the right, but not the obligation, to nominate (iiiA) two Stockholder Directors for five (5) Topco Designees, so long as the Stockholders Topco Equityholders, in the aggregate, Beneficially Own at least 1524% of the Closing Amount, of which at least one (1) shall qualify as an “independent director” under stock exchange regulations applicable to the Company, (B) four (4) Topco Designees, so long as the Topco Equityholders, in the aggregate, Beneficially Own at least 18% but less than 2024% of the outstanding shares of Common Stock Closing Amount, (on a Fully Diluted Basis)C) three (3) Topco Designees, or (iv) one Stockholder Director for so long as the Stockholders Topco Equityholders, in the aggregate, Beneficially Own at least 512% but less than 1518% of the outstanding shares of Common Stock Closing Amount, (on a Fully Diluted Basis). D) two (c2) Each of ▇▇. ▇▇▇▇▇ and the Stockholders shall vote all Restricted Securities Beneficially Owned by him or itTopco Designees, as the case may be, to cause, and the parties hereto each shall otherwise use its best efforts to cause, there to be (i) four ▇▇▇▇▇ Directors for so long as ▇▇. ▇▇▇▇▇ the Topco Equityholders, in the aggregate, Beneficially Owns Own at least 25% of the outstanding shares of Common Stock (on a Fully Diluted Basis), (ii) three ▇▇▇▇▇ Directors for so long as ▇▇. ▇▇▇▇▇ Beneficially Owns at least 206% but less than 2512% of the outstanding shares Closing Amount and (E) until the Topco Sunset Date, one (1) Topco Designee; provided that, no reduction in the number of Common Stock (Topco Designees that the Topco Equityholders are entitled to designate pursuant to this Section 3(a) shall shorten the term of any Topco Designee then-serving on a Fully Diluted Basis)the Board; provided further that, (iii) two ▇▇▇▇▇ Directors for so long as ▇▇. ▇▇▇▇▇ once the Topco Equityholders, in the aggregate, Beneficially Owns at least 15% but Own less than 2040% of the outstanding shares of Common Stock (on a Fully Diluted Basis)Closing Amount, or (iv) one ▇▇▇▇▇ Director for so long as ▇▇. ▇▇▇▇▇ Beneficially Owns at least 5% but less than 15% none of the outstanding shares Topco Designees shall be required to qualify as “independent directors” under any stock exchange regulations. In the event the size of Common Stock (on a Fully Diluted Basis). (d) ▇▇. ▇▇▇▇▇ shall cause holders of Class A Common Stock to exercise their rights to elect Class A Directors the Board is increased in order to effectuate, to accordance with applicable law and the extent necessaryCompany’s organizational documents, the provisions contained in this Section 2.01; provided, however, notwithstanding anything contained in this Section 2.01 to the contrary, for so long as any shares of Class A Common Stock are outstanding and entitled to elect Class A Directors, holders of shares of Class A Common Stock Topco Equityholders shall have the sole right to elect Class A Directorsdesignate a number of directors of the Board which give the Topco Equityholders the same percentage of total directors on the Board as permitted to be designated pursuant to this Section 3(a), rounded up to the next whole number.

Board Representation. (a) In accordance with Upon the Certificate of Designation and subject to Closing, the rights of holders Company shall increase the size of the Company's serial preferred stockBoard by two directors so that upon such increase, as of the date hereof and for so long as the Stockholders shall be entitled to nominate at least one Director pursuant to Section 2.01(b), (i) the Board shall consist of 11 members, initially consisting of ten Directors (itaking into account the closing under the Independence Transaction) four Stockholder Directors, and (ii) four ▇▇▇▇▇ Directors the Board shall elect as directors to fill these two vacancies two persons designated by Buyer who shall be reasonably acceptable to the Company and (iii) three Independent Common Stock Directors recommended by the Nominating Committee and approved by to the Board. Subject to Section 8.11(b) below, one such person shall serve as a director in the class of directors whose term expires in 2007 and the other such person shall serve as a director in the class of directors whose term expires in 2008. (b) Each of ▇▇. ▇▇▇▇▇ and the Stockholders shall vote all Restricted Securities Beneficially Owned by him or it, as the case may be, to cause, and the parties hereto each shall otherwise use its best efforts to cause, there to be (i) four Stockholder Directors for so So long as the Stockholders Buyer and its Affiliates Beneficially Own at least 19.8% and not more than 24.9% of the outstanding shares of Common Stock, the Company shall continue to nominate and recommend for election two persons designated by Buyer to serve as directors on the Board who shall be nominated to serve in the respective class of their respective predecessors; provided that, upon any increase in the size of the Board, the Board shall elect as directors to fill such newly created vacancies persons designated by Buyer in sufficient number so that the number of directors serving on the Board who have been designated by Buyer shall in no event represent less than 20% or more than 25% of the total number of directors, and the Company shall continue to nominate and recommend for election such persons designated by Buyer. So long as Buyer and its Affiliates Beneficially Own less than 19.8% but more than 10% of the outstanding shares of Common Stock, the Company shall continue to nominate and recommend for election one person designated by Buyer to serve as a director on the Board. If Buyer and its Affiliates beneficially own more than 24.9% of the outstanding shares of Common Stock and Buyer has not breached any of its obligations hereunder, Buyer shall be entitled to Board representation proportional to its ownership. Upon the death, disability, retirement, resignation or other removal of a director designated by Buyer, the Board shall elect as a director to fill the vacancy so created a person designated by Buyer to fill such vacancy. For purposes of the calculations of the percentage of ownership by Buyer and its Affiliates of outstanding shares of Common Stock effected pursuant to this Section 8.11(b), shares of Common Stock issued at any time after Closing, to any Person other than Buyer or any of its Affiliates, shall be excluded from such calculations, unless Buyer is entitled, pursuant to Section 2.04, to purchase additional securities of the Company in connection with such issuance, and, in each such case, until Buyer shall have had the opportunity to exercise its rights to purchase such additional securities pursuant to Section 2.04 and, in the event of such exercise, shall have completed such purchase. Under the circumstances described in this paragraph in which Buyer is not entitled to designate persons to serve as directors on the Board, Buyer shall cause such designated persons to resign as members of the Board. (c) Promptly following the Closing, the Company shall appoint at least one of the directors designated by Buyer to each committee of the Board; provided that a director designated by Buyer shall not be appointed to a committee of the Board if counsel to the Company advises the Company and Buyer that the appointment of such designee to a committee of the Board would violate Applicable Law, any rule or regulation of a stock exchange on which the Company’s Common Stock is listed or the Company’s written “Corporate Governance Guidelines” and committee charters (true and complete copies of which have been provided to Buyer) as in effect on the date hereof (with such amendments as are required by Applicable Law or approved by the affirmative vote of the Board including at least one director designated by Buyer). To the extent no director designated by Buyer is permitted to serve on a Fully Diluted Basis)particular committee under Applicable Law, such rules and regulations or charter, the Company shall take all necessary action to permit a director to attend each meeting of such committee as a non-voting observer to the extent permitted by Applicable Law or such rules and regulations. (iid) three Stockholder Promptly following the Closing, the Company shall appoint at least one of the directors designated by Buyer to the Board of Directors for so of the Bank to serve as long as Buyer is entitled to designate one or more persons to serve on the Stockholders Beneficially Own at least 20% but Board. (e) Upon the Closing, Buyer shall appoint the Chief Executive Officer of the Company to the Board of Directors of Buyer. Upon the death, disability, retirement, resignation or other removal of any person from the position as Chief Executive Officer of the Company, the Company shall cause such person to resign, or Buyer shall remove such person, as applicable, from the Board of Directors of Buyer and the successor Chief Executive Officer of the Company (if reasonably acceptable to Buyer) shall thereafter be appointed to the Board of Directors of Buyer. The obligations of Buyer under this Section 8.11(e) shall terminate upon the earlier of (i) Buyer owning less than 2510% of the outstanding shares of Common Stock and (on a Fully Diluted Basis), (iiiii) two Stockholder Directors for so long as the Stockholders Beneficially Own at least 15% but less than 20% Company breaching any of its obligations or covenants under this Agreement. Under the outstanding shares of Common Stock (on a Fully Diluted Basis), or (iv) one Stockholder Director for so long as the Stockholders Beneficially Own at least 5% but less than 15% of the outstanding shares of Common Stock (on a Fully Diluted Basis). (c) Each of ▇▇. ▇▇▇▇▇ and the Stockholders shall vote all Restricted Securities Beneficially Owned by him or it, as the case may be, to cause, and the parties hereto each shall otherwise use its best efforts to cause, there to be circumstances described in clauses (i) four ▇▇▇▇▇ Directors for so long as ▇▇. ▇▇▇▇▇ Beneficially Owns at least 25% of the outstanding shares of Common Stock (on a Fully Diluted Basis), and (ii) three ▇▇▇▇▇ Directors for so long in the immediately preceding sentence, the Company shall cause its Chief Executive Officer to resign as ▇▇. ▇▇▇▇▇ Beneficially Owns at least 20% but less than 25% a director of the outstanding shares Board of Common Stock (on Directors of Buyer and such person shall no longer serve as a Fully Diluted Basis), (iii) two ▇▇▇▇▇ Directors for so long as ▇▇. ▇▇▇▇▇ Beneficially Owns at least 15% but less than 20% director of the outstanding shares Board of Common Stock (on a Fully Diluted Basis), or (iv) one ▇▇▇▇▇ Director for so long as ▇▇. ▇▇▇▇▇ Beneficially Owns at least 5% but less than 15% Directors of the outstanding shares of Common Stock (on a Fully Diluted Basis)Buyer. (d) ▇▇. ▇▇▇▇▇ shall cause holders of Class A Common Stock to exercise their rights to elect Class A Directors in order to effectuate, to the extent necessary, the provisions contained in this Section 2.01; provided, however, notwithstanding anything contained in this Section 2.01 to the contrary, for so long as any shares of Class A Common Stock are outstanding and entitled to elect Class A Directors, holders of shares of Class A Common Stock shall have the sole right to elect Class A Directors.

Board Representation. The merger agreement provides that promptly after the later to occur of (a1) In accordance the purchase of and payment for any shares by our Parent or any of its subsidiaries as a result of which our Parent and its subsidiaries beneficially own at least a majority of then outstanding shares and (2) compliance with the Certificate of Designation and subject to the rights of holders Section 14(f) of the Company's serial preferred stockExchange Act, as of the date hereof and for so long as the Stockholders shall Rule 14f-1 thereunder, our Parent will be entitled to nominate at least one Director designate up to such number of directors, rounded up to the next whole number, on Convergent's board of directors as will give our Parent representation on the board equal to the product of the total number of directors on the board (giving effect to the directors elected pursuant to Section 2.01(b), the Board shall consist of 11 members, initially consisting of (imerger agreement) four Stockholder Directors, (ii) four ▇▇▇▇▇ Directors and (iii) three Independent Common Stock Directors recommended multiplied by the Nominating Committee and approved by percentage of the Board. (b) Each total outstanding number of ▇▇shares that we or any affiliate of ours beneficially owns. ▇▇▇▇▇ and the Stockholders shall vote all Restricted Securities Beneficially Owned by him or itConvergent will, as the case may beupon request of our Parent, to cause, and the parties hereto each shall otherwise use its best efforts promptly either to causeincrease the size of its board of directors or to secure the resignations of such number of its incumbent directors, there or both as is necessary to enable such designees of our Parent to be so elected or appointed to Convergent's board of directors, and Convergent will take all actions available to Convergent to cause such designees of our Parent to be so elected or appointed at that time. At that time, Convergent will, if requested by our Parent, also take all action necessary to cause persons designated by our Parent to have the same percentage representation on each committee of Convergent's board of directors, each board of directors (ior similar body) four Stockholder Directors for so long as of each subsidiary of Convergent, and each committee (or similar body) of each board of directors. The parties have agreed that, in the Stockholders Beneficially Own at least 25% event that our Parent's designees are elected or appointed to Convergent's board of directors, all members of the outstanding special committee of the board will remain on Convergent's board of directors. The affirmative vote of a majority of the special committee will be required after the acceptance for payment of shares pursuant to our offer and prior to the effective time of Common Stock the merger, before Convergent (on a Fully Diluted Basis1) amends or terminates the merger agreement, (2) exercises or waives any of its rights, benefits or remedies under the merger agreement if such exercise or waiver adversely affects holders of shares (other than ours or our Parent), (ii3) three Stockholder Directors for so long as takes any other action under or in connection with the Stockholders Beneficially Own at least 20% but less than 25% of the outstanding shares of Common Stock (on a Fully Diluted Basis), (iii) two Stockholder Directors for so long as the Stockholders Beneficially Own at least 15% but less than 20% of the outstanding shares of Common Stock (on a Fully Diluted Basis), or (iv) one Stockholder Director for so long as the Stockholders Beneficially Own at least 5% but less than 15% of the outstanding shares of Common Stock (on a Fully Diluted Basis). (c) Each of ▇▇. ▇▇▇▇▇ and the Stockholders shall vote all Restricted Securities Beneficially Owned by him or it, as the case may be, to cause, and the parties hereto each shall otherwise use its best efforts to cause, there to be (i) four ▇▇▇▇▇ Directors for so long as ▇▇. ▇▇▇▇▇ Beneficially Owns at least 25% of the outstanding shares of Common Stock (on a Fully Diluted Basis), (ii) three ▇▇▇▇▇ Directors for so long as ▇▇. ▇▇▇▇▇ Beneficially Owns at least 20% but less than 25% of the outstanding shares of Common Stock (on a Fully Diluted Basis), (iii) two ▇▇▇▇▇ Directors for so long as ▇▇. ▇▇▇▇▇ Beneficially Owns at least 15% but less than 20% of the outstanding shares of Common Stock (on a Fully Diluted Basis), or (iv) one ▇▇▇▇▇ Director for so long as ▇▇. ▇▇▇▇▇ Beneficially Owns at least 5% but less than 15% of the outstanding shares of Common Stock (on a Fully Diluted Basis). (d) ▇▇. ▇▇▇▇▇ shall cause holders of Class A Common Stock to exercise their rights to elect Class A Directors in order to effectuate, to the extent necessary, the provisions contained in this Section 2.01; provided, however, notwithstanding anything contained in this Section 2.01 to the contrary, for so long as any shares of Class A Common Stock are outstanding and entitled to elect Class A Directors, merger agreement if such action adversely affects holders of shares (other than ours or our Parent) or (4) take any other action on behalf of Class A Common Stock shall have Convergent in connection with the sole right merger agreement required to elect Class A Directorsbe taken by Convergent's board of directors.

Board Representation. (a) In accordance with At the Certificate of Designation Closing, the Company and subject NewCo shall take all actions necessary or desirable to enlarge the NewCo Board by two members and appoint two individuals to the rights of holders NewCo Board who are designated by Parent in writing at least 30 days prior to the Closing Date; provided, however, that (i) such individuals must be reasonably acceptable to NewCo and qualified and suitable to serve as members of the Company's serial preferred stockNewCo Board under all applicable corporate governance policies and guidelines of NewCo and the NewCo Board, and all applicable legal, regulatory and stock exchange requirements, and (ii) in any event, (A) one of such individuals shall be an “independent director” (as defined in Nasdaq Listing Rule 5602(a)(2)) who is not employed by Parent or any of its Affiliates and (B) the other individual shall be an executive officer of Parent within the meaning of Rule 3b-7 of the date hereof Exchange Act (the requirements set forth in clauses (i) and for so long as the Stockholders shall be entitled to nominate at least one Director pursuant to Section 2.01(b(ii), the Board “Director Requirements”), in each case, as determined in good faith by the NewCo Board. For the avoidance of any doubt, in the event any individual designated by Parent is deemed not to satisfy the Director Requirements, NewCo shall consist of 11 memberspromptly notify Parent, initially consisting and Parent shall have the opportunity to designate alternative individuals to the NewCo Board, which alternative individuals shall, subject to meeting the Director Requirements, be appointed on or prior to the later of (i1) four Stockholder Directors, (ii) four ▇▇▇▇▇ Directors 30 days after Parent’s designation and (iii2) three Independent Common Stock Directors recommended by the Nominating Committee and approved by the BoardClosing. (b) Each From the Closing until the earlier of ▇▇. ▇▇▇▇▇ and the Stockholders shall vote all Restricted Securities Beneficially Owned by him or it, as the case may be, to cause, and the parties hereto each shall otherwise use its best efforts to cause, there to be (i) four Stockholder Directors for so long as the Stockholders Beneficially Own at least 25% of date that is 36 months after the outstanding shares of Common Stock (on a Fully Diluted Basis)Closing Date, and (ii) three Stockholder Directors for so long as the Stockholders Beneficially Own first date on which the Purchaser has Beneficial Ownership of at least 20% but less than 25% of the outstanding aggregate number of shares of NewCo Common Stock then outstanding (on a Fully Diluted Basisthe “Initial Board Representation Period”), the Purchaser shall have the right to designate to the NewCo Board a number of individuals who satisfy the Director Requirements equal to the greater of (iiiA) two Stockholder Directors for so long as the Stockholders Beneficially Own at least 15% but less than or (B) 20% of the outstanding shares of Common Stock (on a Fully Diluted Basis), or (iv) one Stockholder Director for so long as the Stockholders Beneficially Own at least 5% but less than 15% size of the outstanding shares of Common Stock NewCo Board at any time (on a Fully Diluted Basisrounded up to the next whole number). (c) Each After the expiration of ▇▇. ▇▇▇▇▇ and the Stockholders shall vote all Restricted Securities Beneficially Owned by him or itInitial Board Representation Period, as the case may be, to cause, and the parties hereto each shall otherwise use its best efforts to cause, there to be (i) four ▇▇▇▇▇ Directors for so long as ▇▇. ▇▇▇▇▇ Beneficially Owns the Purchaser has Beneficial Ownership of at least 2510% of the outstanding aggregate number of shares of NewCo Common Stock (on a Fully Diluted Basis)then outstanding, (ii) three ▇▇▇▇▇ Directors for so long as ▇▇. ▇▇▇▇▇ Beneficially Owns at least 20% but less than 25% of the outstanding shares of Common Stock (on a Fully Diluted Basis), (iii) two ▇▇▇▇▇ Directors for so long as ▇▇. ▇▇▇▇▇ Beneficially Owns at least 15% but less than 20% of Purchaser shall have the outstanding shares of Common Stock (on a Fully Diluted Basis), or (iv) right to designate to the NewCo Board one ▇▇▇▇▇ individual who satisfies the Director for so long as ▇▇. ▇▇▇▇▇ Beneficially Owns at least 5% but less than 15% of the outstanding shares of Common Stock (on a Fully Diluted Basis)Requirements. (d) ▇▇. ▇▇▇▇▇ shall cause holders of Class A Common Stock to exercise their rights to elect Class A Directors in order to effectuate, to the extent necessary, the provisions contained in this Section 2.01; provided, however, notwithstanding anything contained in this Section 2.01 to the contrary, for For so long as any shares of Class A Common Stock are outstanding and the Purchaser is entitled to elect Class A Directorsdesignate any individual to the NewCo Board pursuant to this Section 8.10, holders NewCo shall take all action reasonably available to it to cause such individual(s) (or any replacement designated by the Purchaser) to be included in the slate of shares nominees recommended by the NewCo Board to NewCo’s stockholders for election as directors at each annual meeting of Class A Common Stock the stockholders of NewCo (and/or in connection with any election by written consent) and NewCo shall use the same efforts to cause the election of such nominee(s) as it uses to cause other nominees recommended by the NewCo Board to be elected, including soliciting proxies in favor of the election of such nominee(s). (e) In the event that a vacancy is created at any time by the death, disability, retirement, resignation or removal (with or without cause) of a director nominated or designated pursuant to this Section 8.10, or in the event of the failure of any such nominee to be elected, the Purchaser shall have the sole right to designate a replacement who satisfies the Director Requirements to fill such vacancy. NewCo shall take all action reasonably available to it to cause such vacancy to be filled by the replacement so designated, and the NewCo Board shall promptly elect Class A Directorssuch designee to the NewCo Board.

Board Representation. (a) In accordance with the Certificate of Designation and subject to the rights of holders As of the Company's serial preferred stockdate hereof, as the Board shall be comprised of six (6) directors. From and after the date hereof and for so long as Chesrown, or an Affiliate of Chesrown beneficially owns, in the Stockholders shall be entitled to nominate aggregate, at least one Director pursuant to Section 2.01(b1,000,000 shares of the issued and outstanding Common Stock (the “Minimum Threshold”), the Board shall consist be comprised of 11 membersno more than six (6) directors, initially consisting of and Chesrown shall be entitled to (i) four Stockholder nominate three (3) individuals to the Board (such individuals, including their respective successors, the “Chesrown Directors”), to serve as members of the Board until their respective successors are elected and qualified, (ii) four nominate any successor to each Chesrown Director, and (iii) direct the removal from the Board of any Chesrown Director; provided, that at least two of the Chesrown Directors shall be “independent” as defined by the applicable rules and regulations of the SEC and the NASDAQ stock market. The Chesrown Directors shall initially be Ma▇▇▇▇▇▇ Directors ▇▇▇▇▇▇▇▇, Mi▇▇▇ ▇▇▇▇▇▇, and (iii) three Independent Common Stock Directors recommended by the Nominating Committee and approved by the BoardKe▇▇▇ ▇▇▇▇▇▇▇▇. (b) Each Beginning with the first annual meeting of stockholders after the date hereof and thereafter, for so long as Chesrown or an Affiliate of Chesrown beneficially owns, in the aggregate, at least the Minimum Threshold, each nomination to the Board of any Chesrown Director for election at an annual meeting of stockholders of the Company shall be made by delivering to the Company a notice signed by Chesrown, which notice shall include the names and qualifications of such proposed Chesrown Directors. As promptly as practicable, the Company shall provide a copy of such notice to the Company’s Corporate Governance and Nominating Committee (the “Committee”), which shall, if the proposed Chesrown Director satisfies the criteria for qualifications of directors set forth in the Charter of the Committee (the “Charter”) in all material respects, as determined in good faith by the Committee, at the next Committee meeting at which Board nominees are determined for purposes of the Company’s annual meeting of stockholders, make a recommendation to the Board that such Chesrown Directors shall be nominated for election to the Board at the Company's next annual meeting of stockholders and shall, in the Company’s proxy statement relating to such annual meeting, recommend to the Company's stockholders that the stockholders should vote their Common Stock in favor of the election of the proposed Chesrown Directors. If the Committee reasonably determines in good faith that a proposed Chesrown Director does not meet such criteria, the Committee shall notify Chesrown of such fact within 10 days following receipt of the Chesrown Notice, specifying in reasonable detail the reasons for the determination that such criteria have not been met, and within 10 calendar days Chesrown may submit to the Committee a new proposed Chesrown Director. (c) For so long as Chesrown or an Affiliate of Chesrown beneficially owns, in the aggregate, at least the Minimum Threshold, each nomination to the Board of any Chesrown Director for election other than at an annual meeting of stockholders of the Company (whether due to the resignation, removal or death of a Chesrown Director or otherwise) shall be made by delivering to the Company a notice signed by Chesrown, which notice shall include the names and qualifications of such proposed Chesrown Director. As promptly as practicable, the Company shall provide a copy of such notice to the Committee, which shall, if the proposed Chesrown Director satisfies the criteria for qualifications of directors set forth in the Charter in all material respects, as determined in good faith by the Committee, as promptly as practicable, make a recommendation to the Board that such Chesrown Directors shall be appointed for election to the Board, which appointment may be made by the Board to the extent permitted pursuant to the Company’s bylaws. As promptly as practicable thereafter, the Company shall take or cause to be taken such corporate actions as may be required to cause such appointment to be effected. If the Committee reasonably determines in good faith that such proposed Chesrown Director does not meet such criteria, the Committee shall notify Chesrown of such fact within 10 days of receipt of the Chesrown Notice, specifying in reasonable detail the reasons for the determination that such criteria have not been met, and within 10 calendar days Chesrown may submit to the Committee a new proposed Chesrown Director. (d) From and after the date hereof and for so long as Berrard, or an Affiliate of Berrard beneficially owns, in the aggregate, at least the Minimum Threshold, the Board shall be comprised of no more than six (6) directors, and Berrard shall be entitled to (i) nominate one individual to the Board (such individual, including such individual's successor, the “Berrard Director”), to serve as a member of the Board until the Berrard Director's successor is elected and qualified, (ii) nominate any successor to the Berrard Director, and (iii) direct the removal from the Board of the Berrard Director. The Berrard Director shall initially be St▇▇▇▇ ▇. ▇▇▇▇▇ ▇▇▇. (e) Beginning with the first annual meeting of stockholders following the date hereof and the Stockholders shall vote all Restricted Securities Beneficially Owned by him or itthereafter, as the case may be, to cause, and the parties hereto each shall otherwise use its best efforts to cause, there to be (i) four Stockholder Directors for so long as Berrard, or an Affiliate of Berrard beneficially owns, in the aggregate, at least the Minimum Threshold, each nomination to the Board of any Berrard Director for election at an annual meeting of stockholders of the Company shall be made by delivering to the Company a notice signed by Berrard, which notice shall include the name and qualifications of the proposed Berrard Director. As promptly as practicable, the Company shall provide a copy of such notice to the Committee which shall, if the proposed Berrard Director satisfies the criteria for qualifications of directors set forth in the Charter in all material respects, as determined in good faith by the Committee, at the next Committee meeting at which Board nominees are determined for purposes of the Company’s annual meeting of stockholders, make a recommendation to the Board that such Berrard Director shall be nominated for election to the Board at the Company's next annual meeting of stockholders and shall, in the Company’s proxy statement relating to such annual meeting, recommend to the Company's Stockholders that the Stockholders Beneficially Own at least 25% should vote their Common Stock in favor of the outstanding shares election of Common Stock the proposed Berrard Director. If the Committee reasonably determines in good faith that a proposed Berrard Director does not meet such criteria, the Committee shall notify Berrard of such fact within 10 days following receipt of the Berrard Notice, specifying in reasonable detail the reasons for the determination that such criteria have not been met, and within 10 calendar days Berrard may submit to the Committee a new proposed Berrard Director. (on a Fully Diluted Basis), (iif) three Stockholder Directors for For so long as Berrard or an Affiliate of Berrard beneficially owns, in the Stockholders Beneficially Own aggregate, at least 20% but less the Minimum Threshold, each nomination to the Board of any Berrard Director for election other than 25% at an annual meeting of stockholders of the outstanding shares Company (whether due to the resignation, removal or death of Common Stock (on a Fully Diluted Basis)Berrard Director or otherwise) shall be made by delivering to the Company a notice signed by Berrard, (iii) two Stockholder Directors which notice shall include the names and qualifications of such proposed Berrard Director. As promptly as practicable, the Company shall provide a copy of such notice to the Committee, which shall, if the proposed Berrard Director satisfies the criteria for so long qualifications of directors set forth in the Charter in all material respects, as determined in good faith by the Stockholders Beneficially Own at least 15% but less than 20% Committee, as promptly as practicable, make a recommendation to the Board that such Berrard Director shall be appointed for election to the Board, which appointment may be made by the Board to the extent permitted pursuant to the Company’s bylaws. As promptly as practicable thereafter, the Company shall take or cause to be taken such corporate actions as may be required to cause such appointment to be effected. If the Committee reasonably determines in good faith that such proposed Berrard Director does not meet such criteria, the Committee shall notify Berrard of such fact within 10 days of receipt of the outstanding shares Berrard Notice, specifying in reasonable detail the reasons for the determination that such criteria have not been met, and within 10 calendar days Berrard may submit to the Committee a new proposed Berrard Director. (g) The Company shall include in the slate of Common Stock (on a Fully Diluted Basis), or (iv) one Stockholder nominees recommended by the Board for election as directors each Chesrown Director and the Berrard Director for so long as Chesrown and Berrard, respectively, are entitled to nominate the Chesrown Directors and the Berrard Director pursuant to this Agreement. Each of Berrard, Chesrown, and each of the Stockholders Beneficially Own at least 5% but less than 15% of the outstanding shares of Common Stock (on a Fully Diluted Basis). (c) Each of ▇▇. ▇▇▇▇▇ covenants and the Stockholders shall agrees to vote all Restricted Equity Securities Beneficially Owned held by him such person or it, as their Affiliate for the case may be, to cause, and the parties hereto each shall otherwise use its best efforts to cause, there to be (i) four ▇▇▇▇▇ Directors for so long as ▇▇. ▇▇▇▇▇ Beneficially Owns at least 25% of the outstanding shares of Common Stock (on a Fully Diluted Basis), (ii) three ▇▇▇▇▇ Directors for so long as ▇▇. ▇▇▇▇▇ Beneficially Owns at least 20% but less than 25% of the outstanding shares of Common Stock (on a Fully Diluted Basis), (iii) two ▇▇▇▇▇ Directors for so long as ▇▇. ▇▇▇▇▇ Beneficially Owns at least 15% but less than 20% of the outstanding shares of Common Stock (on a Fully Diluted Basis), or (iv) one ▇▇▇▇▇ Director for so long as ▇▇. ▇▇▇▇▇ Beneficially Owns at least 5% but less than 15% of the outstanding shares of Common Stock (on a Fully Diluted Basis). (d) ▇▇. ▇▇▇▇▇ shall cause holders of Class A Common Stock to exercise their rights to elect Class A Directors in order to effectuate, election to the extent necessary, the provisions contained Board of all individuals nominated in accordance with this Section 2.01; provided, however, notwithstanding anything contained in this Section 2.01 to the contrary, for so long as any shares of Class A Common Stock are outstanding and entitled to elect Class A Directors, holders of shares of Class A Common Stock shall have the sole right to elect Class A Directors2.1.

Board Representation. (a) In accordance Until the Percentage of Outstanding Shares is less than ten percent, (i) the number of directors constituting the full Company Board (the “Board Size”) shall be seven directors, unless the Holder otherwise agrees, and (ii) the Company Board shall not (A) propose or resolve to increase or decrease the Board Size, except as provided in Section 2.1(i), or with the Certificate prior written consent of Designation the Holder, (B) present a slate of Company Nominees to the Company Shareholders for election to the Company Board that is greater than or fewer than the Board Size or (C) except with the prior written consent of the Holder, and subject to the rights of holders obligations of the Company's serial preferred stock, as directors of the date hereof Company to comply with their fiduciary duties under applicable Law, fail to recommend against any proposal by the Company Shareholders to increase or decrease the Board Size. (b) Subject to Section 2.1(c), Section 2.1(d) and Section 2.1(f), for so long as the Stockholders Percentage of Outstanding Common Shares is at least forty percent and the Board Size is seven directors, the Company covenants and agrees to nominate for election as directors to the Company Board at any meeting of the Company Shareholders at which directors of the Company are to be elected the Persons designated as follows: (i) the Chief Executive Officer of the Company; (ii) four individuals designated in writing to the Company by the Holder in its discretion pursuant to the Holder’s rights set forth in this Agreement (each an “Altria Nominee” and collectively, the “Altria Nominees”); provided, that (A) all such individuals shall have such skills and experience reasonably consistent with other individuals who hold directorships on companies listed on the TSX, NASDAQ or NYSE, (B) at least one Altria Nominee shall be a “resident Canadian” (as defined in the Act) to the extent such individual must be a “resident Canadian” (as defined in the Act) to satisfy the director residency requirements under the Act and (C) if, in order to prevent the Company from failing to comply with applicable Law, including the rules of any stock exchange on which the Common Shares are then listed, such individual shall satisfy such criteria or, if such criteria can be met as of such nominee’s appointment to the Company Board rather than at the time of nomination without violating the applicable Law, as of such nominee’s appointment to the Company Board; and (iii) two individuals designated by the Company Board who are (A) Independent, (B) solely for purposes of this Section 2.1(b)(iii), an independent director as defined under 311 of the TSX Company Manual, (C) “financially literate” (within the meaning of 1.6 of National Instrument 52-110 – Audit Committees and for purposes of the rules of the TSX and NASDAQ) and (D) one such individual shall be a “resident Canadian” (as defined in the Act) to the extent such individual must be a “resident Canadian” (as defined in the Act) to satisfy the director residency requirements under the Act. (c) Subject to Section 2.1(d), for so long as the Percentage of Outstanding Common Shares is at least forty percent, the Holder shall have the right to designate the lowest number of Altria Nominees that constitutes a majority of the total number of directors comprising the Company Board. (d) For so long as the Percentage of Outstanding Common Shares is less than forty percent, but is greater than ten percent, the Holder shall be entitled to nominate designate a number of Altria Nominees that represents its proportionate share of the number of directors comprising the Company Board (rounded up to the next whole number) based on the Percentage of Outstanding Common Shares beneficially owned by the Altria Group; provided, that the requirements with respect to the number of Altria Nominees that shall be Independent and a “resident Canadian” (as defined in the Act) as contemplated by Section 2.1(b)(ii) and Section 2.1(b)(iii), shall be taken into account and adjusted proportionately consistent with the foregoing (in each case rounded up to the next whole number). (e) At least one Altria Nominee shall be Independent as long as (i) the Holder has the right to designate at least one Director three Altria Nominees pursuant to Section 2.01(b)2.1(b)(ii) and (ii) the Percentage of Outstanding Common Shares does not exceed fifty percent. (f) Notwithstanding anything to contrary set forth in this Agreement, during the duration of this Agreement, the Chief Executive Officer shall be a member of the Company Board unless the Company Board (other than the Chief Executive Officer) unanimously determines otherwise. (g) For so long as the Holder is entitled to designate one or more Altria Nominees, the Company shall consist of 11 members, initially consisting of (i) four Stockholder Directorsinclude the Altria Nominees in the notice of meeting, the management information circular, proxy statement and form of proxy relating to the applicable meeting of Company Shareholders as nominees of management, and (ii) (subject to the obligations of the directors of the Company to comply with their fiduciary duties under applicable Law) recommend in favor of, and solicit proxies from the Company Shareholders in favor of, the election of the Altria Nominees in a manner no less favorable than the manner in which the Company supports other nominees for election at any such meeting. (h) If an Altria Nominee fails to be elected by the Company Shareholders as a director of the Company, the Holder shall have the right to designate such individual as an observer to the Company Board (each such individual, a “Board Observer”). Each Board Observer shall be entitled to (i) receive notice of and to attend meetings of the Company Board, (ii) four take part in discussions and deliberations of matters brought before the Company Board, (iii) receive notices, consents, minutes, documents and other information and materials that are sent to members of the Company Board and (iv) receive copies of any written resolutions proposed to be adopted by the Company Board, including any resolution as approved, each at substantially the same time and in substantially the same manner as the members of the Company Board, except that the Board Observer will not be entitled to vote on any matters brought before the Company Board and shall not be entitled to any compensation from the Company; provided, however, that all reasonable and documented out-of-pocket expenses of the Board Observer shall be reimbursed by the Company. (i) In the event that any Altria Nominee ceases to serve as a director of the Company for any reason, including the death, disability, resignation, removal or failure of an Altria Nominee to be elected at a meeting of the Company Shareholders, or upon any other vacancy with respect to an Altria Nominee, the Company shall cause the Company Board to appoint as soon as practicable a replacement Altria Nominee in accordance with this Agreement and applicable Law to fill the vacancy caused thereby; provided, that the Holder remains eligible to nominate such Altria Nominee pursuant to Section 2.1(b) or Section 2.1(d). Notwithstanding anything to the contrary set forth in Section 2.1(a), if the Company is prevented by applicable Law from filling a vacancy with an Altria Nominee in accordance with the foregoing sentence of this Section 2.1(i), the Company Board shall, to the maximum extent permitted by applicable Law, promptly resolve to increase the Board Size until the next meeting of the Company Shareholders and appoint such replacement Altria Nominee(s) to the Company Board. (j) For so long as the Holder is entitled to designate one or more Altria Nominees, a number of Altria Nominees that represents the Holder’s proportionate share of the number of directors comprising the applicable committee (rounded up to the next whole number) based on the Percentage of Outstanding Common Shares shall be appointed to each committee established by the Company Board, including, for certainty, any ad hoc committee, special committee, strategic advisory committee or other similarly constituted committee of the Company Board formed for the purposes of, among other things, reviewing, considering or evaluating regulatory issues, strategic initiatives or material transactions involving the Company and/or its Subsidiaries; provided, that, if (i) applicable Law, including the rules of any stock exchange on which the Common Shares are then listed and any written policies approved by the Company Board, including any committee charters, would not provide for such proportionate representation, the greatest number of Altria Appointees permitted thereby that is less than such proportionate amount shall be appointed to each such committees, and (ii) no Altria Nominee is Independent, the Holder shall, if permitted by applicable Law, have the right to designate as an observer to the Company Audit Committee one Altria Nominee (with the terms and conditions of the second sentence of Section 2.1(h) applying mutatis mutandis to this clause (ii)), but in no event shall any Altria Nominee be appointed to any Independent Committee if no Altria Nominee is Independent. (k) The Company shall obtain and use its reasonable best efforts to maintain in force a directors’ and officers’ insurance policy, with coverage and on terms acceptable to the Company Board. The Company shall enter into customary indemnification agreements with any directors nominated to the Company Board pursuant to this Agreement. (l) Unless otherwise approved by unanimous resolution of the Company Board, ▇▇▇▇▇▇▇ Directors and (iii) three Independent Common Stock Directors recommended by the Nominating Committee and approved by the Board. (b) Each of ▇▇. ▇▇▇▇▇ and the Stockholders shall vote all Restricted Securities Beneficially Owned by him or it, as the case may be, to cause, and the parties hereto each shall otherwise use its best efforts to cause, there to be (i) four Stockholder Directors for so long as the Stockholders Beneficially Own at least 25% of the outstanding shares of Common Stock (on a Fully Diluted Basis), (ii) three Stockholder Directors for so long as the Stockholders Beneficially Own at least 20% but less than 25% of the outstanding shares of Common Stock (on a Fully Diluted Basis), (iii) two Stockholder Directors for so long as the Stockholders Beneficially Own at least 15% but less than 20% of the outstanding shares of Common Stock (on a Fully Diluted Basis), or (iv) one Stockholder Director for so long as the Stockholders Beneficially Own at least 5% but less than 15% of the outstanding shares of Common Stock (on a Fully Diluted Basis). (c) Each of ▇▇. ▇▇▇▇▇ and the Stockholders shall vote all Restricted Securities Beneficially Owned by him or it, as the case may be, to cause, and the parties hereto each shall otherwise use its best efforts to cause, there to be (i) four ▇▇▇▇▇ Directors for so long as ▇▇. ▇▇▇▇▇ Beneficially Owns at least 25% of the outstanding shares of Common Stock (on a Fully Diluted Basis), (ii) three ▇▇▇▇▇ Directors for so long as ▇▇. ▇▇▇▇▇ Beneficially Owns at least 20% but less than 25% of the outstanding shares of Common Stock (on a Fully Diluted Basis), (iii) two ▇▇▇▇▇ Directors for so long as ▇▇. ▇▇▇▇▇ Beneficially Owns at least 15% but less than 20% of the outstanding shares of Common Stock (on a Fully Diluted Basis), or (iv) one ▇▇▇▇▇ Director for so long as ▇▇. ▇▇▇▇▇ Beneficially Owns at least 5% but less than 15% of the outstanding shares of Common Stock (on a Fully Diluted Basis). (d) ▇▇. ▇▇▇▇▇ shall cause holders serve as the Chair of Class A Common Stock to exercise their rights to elect Class A Directors in order to effectuate, to the extent necessary, the provisions contained in this Section 2.01; provided, however, notwithstanding anything contained in this Section 2.01 to the contrary, for Company Board so long as he also serves as (i) Chief Executive Officer of the Company and (ii) a director of the Company. (m) Subject to Section 4.4, each Altria Nominee who serves on the Company Board or a committee thereof shall be at liberty from time to time to make disclosure to any shares member of Class A Common Stock are outstanding and entitled the Altria Group of information relating to elect Class A Directors, holders of shares of Class A Common Stock shall have the sole right to elect Class A DirectorsCompany or any Company Related Person.

Board Representation. (a) In accordance with the Certificate Prior to execution of Designation and subject to the rights of holders of the Company's serial preferred stock, as of the date hereof and for so long as the Stockholders shall be entitled to nominate at least one Director pursuant to Section 2.01(b)this Agreement, the Board shall consist of 11 members, initially consisting Directors of the Company (ithe "Board") four Stockholder Directors, has taken all actions necessary to increase the size of the Board to fourteen (ii14) four directors and cause ▇▇▇▇▇▇ Directors and (iii) three Independent Common Stock Directors recommended by the Nominating Committee and approved by the Board. (b) Each of ▇▇. ▇▇▇▇▇ and ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ to become directors of the Stockholders shall vote all Restricted Securities Beneficially Owned by him or itCompany, as effective immediately following consummation of the case may bepurchase and sale of Shares at the Closing, to causefill the vacancies created by such increase in size of the Board. ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ shall be included in the class of directors whose terms expire at the second annual meeting of shareholders following the Closing Date, and ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ shall be included in the parties hereto each shall otherwise use its best efforts to cause, there to be (i) four Stockholder Directors for so long as class of directors whose terms expire at the Stockholders Beneficially Own at least 25% third annual meeting of shareholders following the outstanding shares of Common Stock (on a Fully Diluted Basis), (ii) three Stockholder Directors for so long as the Stockholders Beneficially Own at least 20% but less than 25% of the outstanding shares of Common Stock (on a Fully Diluted Basis), (iii) two Stockholder Directors for so long as the Stockholders Beneficially Own at least 15% but less than 20% of the outstanding shares of Common Stock (on a Fully Diluted Basis), or (iv) one Stockholder Director for so long as the Stockholders Beneficially Own at least 5% but less than 15% of the outstanding shares of Common Stock (on a Fully Diluted Basis). (c) Closing Date. Each of ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ and the Stockholders shall vote all Restricted Securities Beneficially Owned by him or it, as the case may be, to cause, and the parties hereto each shall otherwise use its best efforts to cause, there to be (i) four ▇▇▇▇▇▇▇ Directors for so long as ▇. ▇▇▇▇▇▇ (or any successor of ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Beneficially Owns at least 25% of the outstanding shares of Common Stock (on a Fully Diluted Basis), (ii) three or ▇▇▇▇▇▇▇ Directors ▇. ▇▇▇▇▇▇ pursuant to Section 6.01(c) hereof) and each Seller Nominee (as hereinafter defined) elected to the Board pursuant to Section 6.01(b) shall be referred to as a "Seller-Nominated Director" herein. (b) Subject to Section 4.06, for so long as the Seller Group beneficially owns 20% or more of the then outstanding shares of Common Stock, the Seller Group shall be entitled to designate two (2) nominees to the Board, which nominees shall be reasonably acceptable to the Company ("Seller Nominees"), and the Company shall use its best efforts to take all action necessary so that such Seller Nominees shall be nominated for election or re-election to the Board, as the case may be. Subject to Section 4.06, for so long as the Seller Group beneficially owns 10% or more, but less than 20%, of the then issued and outstanding shares of the Common Stock, the Seller Group shall be entitled to designate only one (1) nominee to the Board, which nominee shall be reasonably acceptable to the Company, and the Company shall use its best efforts to take all action necessary so that such Seller Nominee shall be nominated for election or re-election to the Board, as the case may be. If the Seller Group at any time beneficially owns less than 10% of the then issued and outstanding shares of the Common Stock, then the Seller Group shall not be entitled to designate any directors to the Board, and the Seller Group shall cause each of the Seller-Nominated Directors (including any successors pursuant to Section 6.01(c)) to immediately resign from the Board and any Committee thereof. The Seller Group shall notify the Company in writing promptly in the event that, at any time, the Seller Group shall (i) own 10% or more, but less than 20%, of the then issued and outstanding shares of Common Stock, and (ii) own less than 10% of the then issued and outstanding shares of Common Stock. In the event that the Company requests the Seller Group to inform the Company of the number of shares of Common Stock then beneficially owned by the Seller Group, the Seller Group shall promptly provide such information to the Company. For purposes of this Section 6.01, ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Beneficially Owns at least 20% but less than 25% of the outstanding shares of Common Stock (on a Fully Diluted Basis), (iii) two and ▇▇▇▇▇▇▇ Directors ▇. ▇▇▇▇▇▇ shall be deemed "reasonably acceptable to the Company." (c) In the event that any Seller-Nominated Director shall cease to serve as a director as a result of the death, removal or resignation of such Seller-Nominated Director (other than by reason of the fact that the Seller Group no longer has a right to designate any directors to the Board or the fact that the Seller Group is entitled to designated fewer directors to the Board pursuant to Section 6.01(b)), the vacancy created thereby shall be filled by a designee nominated by the Seller Group, which nominee shall be reasonably acceptable to the Company. Upon the appointment of any such nominee to the Board, such nominee shall be a "Seller Nominated Director" hereunder, and all of the provisions of this Section 6.01 shall apply to such nominee, including, without limitation, Section 6.01(e). (d) The Company shall provide the Seller with notice of the estimated mailing date for so long as proxy materials relating to an annual meeting of shareholders at which a Seller Nominee may be considered for election or re-election at least 10 business days prior to such mailing date. The Seller shall provide in a timely manner all information required by Regulation 14A and Schedule 14A under the Exchange Act with respect to any Seller Nominee. (e) Prior to nomination to the Board, (i) ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Beneficially Owns at least 15% but less than 20% (and any successor of the outstanding shares of Common Stock (on a Fully Diluted Basis), or (iv) one ▇▇▇▇▇▇ Director for so long as ▇▇. ▇▇▇▇▇ Beneficially Owns at least 5% but less than 15% of pursuant to Section 6.01(b) or (c) hereof) shall execute and deliver to the outstanding shares of Common Stock (on Company a Fully Diluted Basis). (d) resignation letter, in the form attached hereto as Exhibit C-1, which shall provide that ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ (or any successor of ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ pursuant to Section 6.01(b) or (c) hereof) shall cause holders resign effective immediately upon the earlier of Class A (x) the date upon which the Seller Group shall deliver written notice to the Company that it is exercising its right, pursuant to Section 4.06, to terminate the covenants and agreements set forth in Sections 4.01 and 4.02 hereof and (y) the first date that the Seller owns less than 20% of the then issued and outstanding shares of the Common Stock and (ii) ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ (and any successor of ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ pursuant to exercise their rights Section 6.01(b) or (c) hereof) shall execute and deliver to elect Class A Directors the Company a resignation letter, in order the form attached hereto as Exhibit C-2, which shall provide that ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ (or any successor of ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ pursuant to effectuateSection 6.01(b) or (c) hereof) shall resign effective immediately upon the earlier of (x) the date upon which the Seller Group shall deliver written notice to the Company that it is exercising its right, pursuant to Section 4.06, to terminate the extent necessarycovenants and agreements set forth in Sections 4.01 and 4.02 hereof and (y) the first date that the Seller owns less than 10% of the then issued and outstanding shares of the Common Stock. Notwithstanding any other provision of this Agreement, from and after the date upon which the Seller Group shall deliver written notice to the Company that it is exercising its right, pursuant to Section 4.06, to terminate the covenants and agreements set forth in Sections 4.01 and 4.02 hereof, the Seller shall no longer have the right to designate any Seller-Nominated Directors pursuant to this Agreement, and the resignation of each Seller-Nominated Director then in office shall become immediately effective on such date. (f) In the event that the Seller Group shall deliver written notice to the Company that it is exercising its right, pursuant to Section 4.06, to terminate the covenants and agreements set forth in Sections 4.01 and 4.02 hereof, the provisions contained in of this Section 2.01; provided, however, notwithstanding anything contained in this Section 2.01 to the contrary, for so long as any shares 6.01 shall terminate immediately and shall be of Class A Common Stock are outstanding no further force and entitled to elect Class A Directors, holders of shares of Class A Common Stock shall have the sole right to elect Class A Directorseffect.

Board Representation. (a) In accordance with the Certificate of Designation and subject to the rights of holders of the Company's serial preferred stock, as of the date hereof and for so long as the Stockholders shall be entitled to nominate at least one Director pursuant to Section 2.01(b), the Board shall consist of 11 members, initially consisting of (i) four Stockholder Directors, (ii) four The Company agrees that if ▇▇▇▇▇▇▇ beneficially owns 20% or more of the then issued and outstanding shares of New Common Stock at any time during the period commencing on the Effective Date and ending on the 180th day after the Effective Date, ▇▇▇▇▇▇▇ shall be entitled during such period to nominate one (1) individual (such individual, and any successor to such individual as contemplated in Section 1(a)(iii), the “▇▇▇▇▇▇▇ Nominee”) for election as a member of the Board of Directors of the Company (the “Board”); and specifically the Company agrees to: (i) as promptly as practicable and in no event later than 10 days following the nomination of the ▇▇▇▇▇▇▇ Nominee as contemplated in this Section 1, (i) increase the size of the Board by one seat and (ii) appoint the ▇▇▇▇▇▇▇ Nominee as a director of the Company whose term shall expire on the earlier of (A) such time, if any, as ▇▇▇▇▇▇▇ ceases to beneficially own 20% or more of the issued and outstanding shares of New Common Stock for a period of 30 consecutive days and (B) at the annual meeting of stockholders to be held in 2011, subject to re-election or re-appointment of the ▇▇▇▇▇▇▇ Nominee as provided in Sections 1(a)(ii) and 1(a)(iii) below, respectively; (ii) unless ▇▇▇▇▇▇▇ has at any time prior to the Termination Date ceased to beneficially own 20% or more of the issued and outstanding shares of New Common Stock for a period of 30 consecutive days, at each annual meeting of stockholders of the Company to be held prior to the Termination Date, the Company (1) will cause the slate of nominees standing for election, and recommended by the Board, at each such meeting to include the ▇▇▇▇▇▇▇ Nominee, (2) will nominate and reflect in the proxy statement on Schedule 14A for each such meeting the nomination of the ▇▇▇▇▇▇▇ Nominee for election as a director of the Company at each such meeting, and (3) cause all proxies received by the Company to be voted in the manner specified by such proxies and, to the extent permitted under applicable law and stock exchange rules, cause all proxies for which a vote is not specified to be voted for the ▇▇▇▇▇▇▇ Nominee; and (iii) three Independent if the ▇▇▇▇▇▇▇ Nominee ceases to be a director of the Company other than due to ▇▇▇▇▇▇▇ ceasing to beneficially own 20% or more of the issued and outstanding shares of New Common Stock Directors recommended by for a period of 30 consecutive days at any time prior to the Nominating Committee and approved by Termination Date, ▇▇▇▇▇▇▇ may propose to the BoardCompany a replacement nominee for election as a director of the Company, in which event such individual shall be appointed to fill the vacancy created as a result of the prior ▇▇▇▇▇▇▇ Nominee ceasing to be a director of the Company. (b) Each The Company agrees that promptly following the appointment or election of the ▇▇. ▇▇▇▇▇ Nominee, the Company will, upon written request by ▇▇▇▇▇▇▇, cause the ▇▇▇▇▇▇▇ Nominee to be included as a member of any committee of the Board on which the ▇▇▇▇▇▇▇ Nominee is eligible to serve under applicable law or stock exchange or market policy; provided, that ▇▇▇▇▇▇▇ and the Stockholders shall vote all Restricted Securities Beneficially Owned by him or itCompany agree that the following actions will require approval of a majority of directors of the Company who are independent of ▇▇▇▇▇▇▇ and management of the Company, as which independent directors may comprise a committee of the case may be, to cause, and the parties hereto each shall otherwise use its best efforts to cause, there to be Board: (i) four Stockholder Directors for so long as the Stockholders Beneficially Own at least 25% amendment or waiver of the outstanding shares any provision of Common Stock (on a Fully Diluted Basis)this Agreement, (ii) three Stockholder Directors for so long as consent to the Stockholders Beneficially Own at least 20% but less than 25% assignment of ▇▇▇▇▇▇▇’▇ rights under this Agreement or consent to the outstanding shares relief of Common Stock (on a Fully Diluted Basis)▇▇▇▇▇▇▇’▇ obligations under this Agreement, (iii) two Stockholder Directors for so long as the Stockholders Beneficially Own at least 15% but less than 20% amendment or waiver of any provision of the outstanding shares of Common Stock Rights Agreement (on a Fully Diluted Basisdefined in Section 4(a)) or the Registration Rights Agreement between the Company, or (iv) one Stockholder Director for so long as the Stockholders Beneficially Own at least 5% but less than 15% of the outstanding shares of Common Stock (on a Fully Diluted Basis). (c) Each of ▇▇. ▇▇▇▇▇ and the Stockholders shall vote all Restricted Securities Beneficially Owned by him holders of New Common Stock named therein and dated as of the date of this Agreement, in each case to the extent any such amendment or it, as the case may be, to causewaiver affects ▇▇▇▇▇▇▇, and (iv) redemption of the parties hereto each shall otherwise use its best efforts to cause, there to be rights issued under the Rights Agreement. (ic) four ▇▇▇▇▇▇▇ Directors for so long will provide, as promptly as reasonably practicable, all information relating to the ▇▇. ▇▇▇▇▇ Beneficially Owns at least 25% of the outstanding shares of Common Stock Nominee (on a Fully Diluted Basis)and other information, (iiif any) three ▇▇▇▇▇ Directors for so long as ▇▇. ▇▇▇▇▇ Beneficially Owns at least 20% but less than 25% of the outstanding shares of Common Stock (on a Fully Diluted Basis), (iii) two ▇▇▇▇▇ Directors for so long as ▇▇. ▇▇▇▇▇ Beneficially Owns at least 15% but less than 20% of the outstanding shares of Common Stock (on a Fully Diluted Basis), or (iv) one ▇▇▇▇▇ Director for so long as ▇▇. ▇▇▇▇▇ Beneficially Owns at least 5% but less than 15% of the outstanding shares of Common Stock (on a Fully Diluted Basis). (d) ▇▇. ▇▇▇▇▇ shall cause holders of Class A Common Stock to exercise their rights to elect Class A Directors in order to effectuate, to the extent necessary, required under applicable law to be included in any proxy statement of the provisions contained Company and in this any other solicitation materials to be delivered to stockholders of the Company in connection with a stockholders meeting as contemplated by Section 2.01; provided, however, notwithstanding anything contained in this Section 2.01 to the contrary, for so long as any shares of Class A Common Stock are outstanding and entitled to elect Class A Directors, holders of shares of Class A Common Stock shall have the sole right to elect Class A Directors1(a)(ii).

Board Representation. (a) In The Board will be comprised of 13 Directors, who will be nominated as follows: (i) seven Directors may be nominated by Sprint (the “Sprint Designees”), except that (A) for as long as there are not more than two Independent Designees, at least one of the Sprint Designees must (I) qualify as an Independent Director, and (II) qualify to serve on the Audit Committee, and be willing to serve on the Audit Committee during his or her tenure as a Director; (B) if, at any time after the Effective Date, Sprint ceases to have a Percentage Interest equal to at least 50% of its Percentage Interest as of the Effective Date (as may be adjusted on the Adjustment Date), then the right of Sprint to nominate Directors will be reduced to a number equal to the product obtained by multiplying the Percentage Interest then held by Sprint by 13, rounded to the nearest whole number (and, for the avoidance of doubt, will be subject to further adjustment pursuant to this clause (B) as a result of subsequent changes in Sprint’s Percentage Interest); (C) upon and at all times following the occurrence of a Sprint Adverse Change of Control, then (I) the right of Sprint to nominate Directors will be reduced (if applicable) to a number equal to the lesser of (x) the product obtained by multiplying the Percentage Interest then held by Sprint by 13, rounded to the nearest whole number and (y) six; and (II) the right of Sprint to nominate Directors will be subject to further adjustment in accordance with Section 2.1(a)(i)(B), Section 2.1(a)(vii) and Section 3.8(e)(i); provided that in no event shall the Certificate number of Designation Directors that Sprint is entitled to nominate upon and after the occurrence of a Sprint Adverse Change of Control exceed six; and (D) subject to clause (C)(II) above, the number of Directors that Sprint is entitled to nominate may be further adjusted in accordance with (I) clause (vii) of this Section 2.1(a), and (II) Section 3.8(e)(i); and (ii) one Director may be nominated by Eagle River (the “Eagle River Designee”), except that (A) if, at any time after the Effective Date, Eagle River ceases to own at least 50% of the Eagle River Original Shares, then Eagle River will cease to have the right to nominate any Directors; and (B) for as long as Eagle River has the right to nominate a Director, Eagle River will also have the right to designate one individual (the “Eagle River Observer”) that will have Observer Rights subject to the rights Observer Restrictions; and (iii) one Director may be nominated by Intel (the “Intel Designee”), except that (A) if, at any time after the Effective Date, Intel ceases to have a Percentage Interest equal to at least 50% of holders of the Company's serial preferred stock, its Percentage Interest as of the date hereof and Effective Date (as may be adjusted on the Adjustment Date), then the right of Intel to nominate Directors will be reduced to a number equal to the product obtained by multiplying the Percentage Interest then held by Intel by 13, rounded to the nearest whole number (and, for so long the avoidance of doubt, will be subject to further adjustment pursuant to this clause (A) as a result of subsequent changes in Intel’s Percentage Interest); (B) the Stockholders shall be number of Directors that Intel is entitled to nominate at least one Director pursuant to may be further adjusted in accordance with (I) clause (vii) of this Section 2.01(b2.1(a), the Board shall consist of 11 members, initially consisting of (i) four Stockholder Directors, (ii) four ▇▇▇▇▇ Directors and (iii) three Independent Common Stock Directors recommended by the Nominating Committee and approved by the Board. (b) Each of ▇▇. ▇▇▇▇▇ and the Stockholders shall vote all Restricted Securities Beneficially Owned by him or it, as the case may be, to cause, and the parties hereto each shall otherwise use its best efforts to cause, there to be (i) four Stockholder Directors for so long as the Stockholders Beneficially Own at least 25% of the outstanding shares of Common Stock (on a Fully Diluted Basis), (ii) three Stockholder Directors for so long as the Stockholders Beneficially Own at least 20% but less than 25% of the outstanding shares of Common Stock (on a Fully Diluted Basis), (iii) two Stockholder Directors for so long as the Stockholders Beneficially Own at least 15% but less than 20% of the outstanding shares of Common Stock (on a Fully Diluted Basis), or (iv) one Stockholder Director for so long as the Stockholders Beneficially Own at least 5% but less than 15% of the outstanding shares of Common Stock (on a Fully Diluted Basis). (c) Each of ▇▇. ▇▇▇▇▇ and the Stockholders shall vote all Restricted Securities Beneficially Owned by him or it, as the case may be, to cause, and the parties hereto each shall otherwise use its best efforts to cause, there to be (i) four ▇▇▇▇▇ Directors for so long as ▇▇. ▇▇▇▇▇ Beneficially Owns at least 25% of the outstanding shares of Common Stock (on a Fully Diluted Basis), (ii) three ▇▇▇▇▇ Directors for so long as ▇▇. ▇▇▇▇▇ Beneficially Owns at least 20% but less than 25% of the outstanding shares of Common Stock (on a Fully Diluted Basis), (iii) two ▇▇▇▇▇ Directors for so long as ▇▇. ▇▇▇▇▇ Beneficially Owns at least 15% but less than 20% of the outstanding shares of Common Stock (on a Fully Diluted Basis), or (iv) one ▇▇▇▇▇ Director for so long as ▇▇. ▇▇▇▇▇ Beneficially Owns at least 5% but less than 15% of the outstanding shares of Common Stock (on a Fully Diluted Basis). (d) ▇▇. ▇▇▇▇▇ shall cause holders of Class A Common Stock to exercise their rights to elect Class A Directors in order to effectuate, to the extent necessary, the provisions contained in this Section 2.01; provided, however, notwithstanding anything contained in this Section 2.01 to the contrary, for so long as any shares of Class A Common Stock are outstanding and entitled to elect Class A Directors, holders of shares of Class A Common Stock shall have the sole right to elect Class A Directors.and

Board Representation. (a) In accordance with From and after the Certificate Closing, until such time as the Purchaser Parties collectively no longer Beneficially Own a number of Designation and subject shares of Purchased Shares equal to the rights of holders (i) at least 50% of the Company's serial preferred Purchased Shares received by the Purchaser pursuant to this Agreement (adjusted for subdivisions, stock-splits, combinations, recapitalizations or similar events, and provided that any shares of Common Stock issued upon conversion of shares of Preferred Stock shall be treated as that number of shares of Preferred Stock with respect to which such shares of Common Stock was converted into), the date hereof and for so long as the Stockholders Purchaser shall be entitled to nominate at least one Director pursuant to Section 2.01(b)designate two (2) persons, the Board who shall consist of 11 membersbe Partners, initially consisting of (i) four Stockholder Managing Directors, (ii) four Advisors or Principals of the Purchaser, ▇▇▇▇▇▇▇ Directors ▇▇▇▇▇▇▇▇ & ▇▇▇▇, LLC or their respective Affiliates (an “Affiliated Fund”), to serve on the Company Board (the “Purchaser Designees” and each a “Purchaser Designee”) and (iiiii) three Independent at least 25% (but less than 50%) of the Purchased Shares received by the Purchaser pursuant to this Agreement (adjusted for subdivisions, stock-splits, combinations, recapitalizations or similar events, and provided that any shares of Common Stock Directors recommended by issued upon conversion of shares of Preferred Stock shall be treated as that number of shares of Preferred Stock with respect to which such shares of Common Stock was converted into), the Nominating Committee Purchaser shall be entitled to designate one (1) Purchaser Designee. At such time that the Purchaser is no longer entitled to designate one or both Purchaser Designees pursuant to the previous sentence, the Purchaser shall promptly cause one or both Purchaser Designees, as applicable, to offer to resign from the Company Board. The Purchaser Designees shall initially be those persons named on Schedule 4.10 to this Agreement. A person that is a Purchaser Designee shall remain and approved by be regarded as a Purchaser Designee for purposes of this Agreement for the remainder of such person’s term on the Company Board or, if earlier, death or resignation. The Company’s obligations to have any Purchaser Designee appointed to the Company Board or nominate any Purchaser Designee for election as a director at any meeting of the Company’s stockholders pursuant to this Section 4.10, as applicable, shall in each case be subject to such Purchaser Designee’s satisfaction of all requirements regarding service as a director of the Company under applicable Law and stock exchange rules regarding service as a director of the Company. The Purchaser Parties will cause each Purchaser Designee to make himself or herself reasonably available for interviews and to consent to such reference and background checks or other investigations and provide such information as the Company Board may reasonably request to determine the Purchaser’s Designee’s eligibility and qualification to serve as a director of the Company Board. (b) Each From and after the Closing, the Company shall take such actions as are necessary to cause the Purchaser Designees to be nominated as members of ▇▇. ▇▇▇▇▇ the Company Board and shall, subject to applicable Law, include in any proxy statement prepared, used, delivered or publicly filed by the Stockholders shall Company to solicit the vote all Restricted Securities Beneficially Owned by him or it, as of its stockholders in connection with any meeting of Company stockholders the case may be, recommendation of the Company Board that stockholders of the Company vote in favor of the Purchaser Designees and solicit votes in favor of the election of the Purchaser Designees to cause, and Company Board consistent with the parties hereto each shall otherwise use its best Company’s efforts to cause, there to be (i) four Stockholder Directors for so long as the Stockholders Beneficially Own at least 25% solicit votes in favor of the outstanding shares of Common Stock (on a Fully Diluted Basis), (ii) three Stockholder Directors for so long as the Stockholders Beneficially Own at least 20% but less than 25% election of the outstanding shares of Common Stock (on a Fully Diluted Basis), (iii) two Stockholder Directors for so long as Company’s other nominees to the Stockholders Beneficially Own at least 15% but less than 20% of the outstanding shares of Common Stock (on a Fully Diluted Basis), or (iv) one Stockholder Director for so long as the Stockholders Beneficially Own at least 5% but less than 15% of the outstanding shares of Common Stock (on a Fully Diluted Basis)Company Board. (c) Each of ▇▇. ▇▇▇▇▇ The Company, the Purchaser and the Stockholders each Purchaser Designee shall vote all Restricted Securities Beneficially Owned enter into a confidentiality and non-disclosure agreement on reasonably acceptable terms and which shall provide that a Purchaser Designee shall be permitted to disclose confidential or non-public information received by him or it, such Purchaser Designee in its capacity as the case may be, to cause, and the parties hereto each shall otherwise use its best efforts to cause, there to be (i) four ▇▇▇▇▇ Directors for so long as ▇▇. ▇▇▇▇▇ Beneficially Owns at least 25% a member of the outstanding shares of Common Stock (on a Fully Diluted Basis), (ii) three ▇▇▇▇▇ Directors for so long as ▇▇. ▇▇▇▇▇ Beneficially Owns at least 20% but less than 25% Company Board to representatives of the outstanding shares of Common Stock (on a Fully Diluted Basis), (iii) two ▇▇▇▇▇ Directors for so long as ▇▇. ▇▇▇▇▇ Beneficially Owns at least 15% but less than 20% of the outstanding shares of Common Stock (on a Fully Diluted Basis), or (iv) one ▇▇▇▇▇ Director for so long as ▇▇. ▇▇▇▇▇ Beneficially Owns at least 5% but less than 15% of the outstanding shares of Common Stock (on a Fully Diluted Basis)Purchaser and its Affiliates. (d) ▇▇. ▇▇▇▇▇ shall cause holders of Class A Common Stock to exercise their rights to elect Class A Directors in order to effectuate, to the extent necessary, the provisions contained in this Section 2.01; provided, however, notwithstanding anything contained in this Section 2.01 to the contrary, for so long as any shares of Class A Common Stock are outstanding and entitled to elect Class A Directors, holders of shares of Class A Common Stock shall have the sole right to elect Class A Directors.

Board Representation. (a) In accordance with Until the Certificate earlier to occur of Designation and subject the tenth anniversary of the purchase of shares of Senior Preferred Stock pursuant to the rights of holders Preferred Stock Purchase Agreement and the date on which the Apollo/Blackstone Shareholders own, collectively, less than 20% of the Company's serial preferred stockApollo/Blackstone Shares (the "Shareholder Designee Period"), as the Board of Directors shall consist of no more than thirteen (13) directors during the date hereof and for Shareholder Designee Period. For so long as the Stockholders Apollo/Blackstone Shareholders are entitled to at least two Shareholder Designees under this Agreement, the Apollo/Blackstone Shareholders shall be entitled to nominate at least have one Director Shareholder Designee serve on each committee of the Board of Directors other than any committee formed for the purpose of considering matters relating to the Shareholders and as set forth below with respect to the Nominating Committee. (b) Immediately following the purchase of shares of Senior Preferred Stock pursuant to Section 2.01(b)the Preferred Stock Purchase Agreement, the Board shall consist of 11 members, initially consisting of (i) four Stockholder Directors, (ii) four Company will cause ▇▇▇▇▇ ▇▇▇▇▇▇▇ to be elected or appointed to the Board of Directors. At all times during the Shareholder Designee Period, the Company agrees, subject to Section 3.1(d), to support the nomination of, and the Company's Nominating Committee (as defined herein) shall recommend to the Board of Directors the inclusion in the slate of nominees recommended by the Board of Directors to shareholders for election as directors at each annual meeting of shareholders of the Company: (i) no more than two persons who are executive officers of the Company ("Management Directors"), (ii) (A) five Shareholder Designees, so long as the Apollo/Blackstone Shareholders beneficially own 80% or more of the Apollo/Blackstone Shares, (B) four Shareholder Designees, so long as the Apollo/Blackstone Shareholders beneficially own 60% or more but less than 80% of the Apollo/Blackstone Shares, (C) three Shareholder Designees, so long as the Apollo/Blackstone Shareholders beneficially own 40% or more but less than 60% of the Apollo/Blackstone Shares, (D) two Shareholder Designees, so long as the Apollo/Blackstone Shareholders beneficially own 20% or more but less than 40% of the Apollo/Blackstone Shares, and (E) one Shareholder Designee, so long as the Apollo/Blackstone Shareholders beneficially own 10% or more but less than 20% of the Apollo/Blackstone Shares (each a "Beneficial Ownership Threshold"); provided, however, that if at any time as a result of the Company's issuance of Voting Securities the Shareholders beneficially own 9% or less of the Actual Voting Power (the "Actual Voting Power Threshold"), the Apollo/Blackstone Shareholders shall be entitled to no more than three Shareholder Designees (even if the Apollo/Blackstone Shareholders would otherwise be entitled to a greater number of Shareholder Designees pursuant to clauses (A) through (E) above), and (iii) three Independent Common Stock Directors such other persons, each of whom is (A) recommended by the Nominating Committee and approved (B) not an employee or officer of or outside counsel to the Company or a partner, employee, director, officer, affiliate or associate (as defined in Rule 12b-2 under the Exchange Act) of any Shareholder or any affiliate of a Shareholder or as to which the Shareholders or their affiliates own at least ten percent of the voting equity securities ("Unaffiliated Directors"). If any vacancy (whether by death, retirement, disqualification, removal from office or other cause, or by increase in number of directors) occurs prior to a meeting of the Company's stockholders, the Board (i) may appoint a member of management to fill a vacancy caused by a Management Director ceasing to serve as a director, (ii) shall appoint, subject to Section 3.1(d), a person designated by the Board. Apollo/Blackstone Shareholders to fill a vacancy created by a Shareholder Designee ceasing to serve as a director (bexcept as a result of the reduction of the number of Shareholder Designees entitled to be included on the Board of Directors by reason of a decrease in the Apollo/Blackstone Shareholders' beneficial ownership of Apollo/Blackstone Shares below any Beneficial Ownership Threshold or by reasons of a decrease in the Shareholders' beneficial ownership of Voting Securities below the Actual Voting Power Threshold), and (iii) Each may appoint a person who qualifies as an Unaffiliated Director and is recommended by the Nominating Committee pursuant to the procedures set forth in the following paragraph to fill a vacancy created by an Unaffiliated Director ceasing to serve as a director (provided, however, that in the case of ▇▇. ▇▇▇▇▇ a vacancy relating to an Unaffiliated Director, if a majority of the Nominating Committee is unable to recommend a replacement, then the Board seat with respect to this vacancy shall remain vacant), and the Stockholders each such person shall vote all Restricted Securities Beneficially Owned by him be a Management Designee, Shareholder Designee or itUnaffiliated Director, as the case may be, for purposes of this Agreement. At all times during the Shareholder Designee Period, Unaffiliated Directors shall be designated exclusively by a majority of a nominating committee (the "Nominating Committee"), which shall at all times during the Shareholder Designee Period consist of not more than four persons, two of whom shall be Shareholder Designees (or such lesser number of Shareholder Designees as then serves on the Board of Directors) and two of whom shall be either Management Directors or Unaffiliated Directors. If the Nominating Committee is unable to causerecommend one or more persons to serve as Unaffiliated Directors (except with respect to any vacancy created by an Unaffiliated Director ceasing to serve as such), then the Board of Directors shall nominate and recommend for election by stockholders an Unaffiliated Director then serving on the parties hereto each shall otherwise use its best efforts to causeBoard of Directors. Notwithstanding the foregoing, there to be (i) four Stockholder Directors for so long as if the Stockholders Beneficially Own at least 25Apollo/Blackstone Shareholders beneficially own less than 50% of the outstanding shares Apollo/Blackstone Shares, the Nominating Committee shall be comprised of Common Stock (on individuals only one of whom is a Fully Diluted Basis)Shareholder Designee. The foregoing provisions shall be effected pursuant to an amendment to the Company's Bylaws in a form reasonably acceptable to the parties to this Agreement, (iiwhich shall not be further amended by the Board of Directors during the Shareholder Designee Period. Notwithstanding the foregoing, the Company shall have no obligation to support the nomination, recommendation or election of any Shareholder Designee pursuant to this Section 3.1(b) three Stockholder Directors for so long as or any other obligation under this Section 3.1 if the Stockholders Beneficially Own at least 20% but less than 25% Apollo/Blackstone Shareholders are in breach of the outstanding shares any material provision of Common Stock (on a Fully Diluted Basis), (iii) two Stockholder Directors for so long as the Stockholders Beneficially Own at least 15% but less than 20% of the outstanding shares of Common Stock (on a Fully Diluted Basis), or (iv) one Stockholder Director for so long as the Stockholders Beneficially Own at least 5% but less than 15% of the outstanding shares of Common Stock (on a Fully Diluted Basis)this Agreement. (c) Each Upon any decrease in Apollo/Blackstone Shareholders' beneficial ownership of ▇▇Apollo/Blackstone Shares below any Beneficial Ownership Threshold or any decrease in the Shareholders beneficial ownership of Voting Securities below the Actual Voting Power Threshold, the Apollo/Blackstone Shareholders shall cause a number of Shareholder Designees to offer to immediately resign from the Company's Board of Directors such that the number of Shareholder Designees serving on the Board of Directors immediately thereafter will be equal to the number of Shareholder Designees which the Apollo/Blackstone Shareholders would then be entitled to designate under Section 3.1(b). ▇▇▇▇▇ Upon termination of the Shareholder Designee Period, the Apollo/Blackstone Shareholders shall promptly cause all of the Shareholder Designees to offer to resign immediately from the Board of Directors and any committees thereof and the Stockholders shall vote all Restricted Securities Beneficially Owned by him or it, as the case may be, to cause, and the parties hereto each shall otherwise use its best efforts to cause, there to be (i) four ▇▇▇▇▇ Directors for so long as ▇▇. ▇▇▇▇▇ Beneficially Owns at least 25% of the outstanding shares of Common Stock (on a Fully Diluted Basis), (ii) three ▇▇▇▇▇ Directors for so long as ▇▇. ▇▇▇▇▇ Beneficially Owns at least 20% but less than 25% of the outstanding shares of Common Stock (on a Fully Diluted Basis), (iii) two ▇▇▇▇▇ Directors for so long as ▇▇. ▇▇▇▇▇ Beneficially Owns at least 15% but less than 20% of the outstanding shares of Common Stock (on a Fully Diluted Basis), or (iv) one ▇▇▇▇▇ Director for so long as ▇▇. ▇▇▇▇▇ Beneficially Owns at least 5% but less than 15% of the outstanding shares of Common Stock (on a Fully Diluted Basis). (d) ▇▇. ▇▇▇▇▇ shall cause holders of Class A Common Stock to exercise their rights to elect Class A Directors in order to effectuate, to the extent necessary, the provisions contained in Company's obligations under this Section 2.01; provided, however, notwithstanding anything contained in this Section 2.01 to the contrary, for so long as any shares of Class A Common Stock are outstanding and entitled to elect Class A Directors, holders of shares of Class A Common Stock 3.1 shall have the sole right to elect Class A Directorsterminate.

Board Representation. (a) In Unless otherwise increased by a majority of the Holders of the issued and outstanding Securities in accordance with the Certificate of Designation and subject to the rights of holders of the Company's serial preferred stock, as of the date hereof and for so long as the Stockholders shall be entitled to nominate at least one Director pursuant to Section 2.01(b)DGCL, the Board shall consist of 11 membersnine (9) directors, initially consisting five being appointed by the HMTF Group, two being appointed by the BSMB Group, one being appointed by the Trust (each of HMTF Group, BSMB Group and the Trust, a "Nominating Holder," and each such director so appointed, a "Party Designee") and one of whom shall be the chief executive officer of the Company. To the extent that the Board is increased as contemplated in the preceding sentence, the HMTF Group shall always (isubject to Section 2.1.3) four Stockholder Directorshave the right to appoint a majority of the Board and, so long as the HMTF Group has the right to and does appoint a majority of such increased Board, the BSMB Group shall have the right (iisubject to Section 2.1.3) four ▇▇▇▇▇ Directors to appoint that percentage of the members of the increased Board (and the Board shall be further increased if reasonably required to so accomplish the desired result) that is as close as practicable to the ratio of seven (iii7) board members for the HMTF Group for every three Independent Common Stock Directors recommended (3) board members for the BSMB Group. Each Holder shall vote his or its shares of Securities at any regular or special meeting of stockholders of the Company or in any written consent executed in lieu of such a meeting of stockholders and shall take all other actions required by the DGCL to give effect to the agreements contained in this Stockholders' Agreement (including without limitation the election of persons designated by the Nominating Committee Holders to be elected as directors as described in the preceding sentence) and approved to ensure that the certificate of incorporation of the Company and bylaws of the Company as in effect immediately following the Effective Date do not, at any time thereafter, conflict in any respect with the provisions of this Stockholders' Agreement. In order to effectuate the provisions of this Section 2.1, each of the HMTF Group or the BSMB Group hereby agrees that when any action or vote is required to be taken by such Holder pursuant to this Stockholders' Agreement, such Holder shall use his or its best efforts to call, or cause the Board. (b) Each appropriate officers and directors of ▇▇. ▇▇▇▇▇ and the Stockholders shall vote all Restricted Securities Beneficially Owned by him Company to call, a special or itannual meeting of stockholders of the Company, as the case may be, and each Holder agrees when any action or vote is required to causebe taken by such Holder pursuant to this Agreement, such Holder shall execute or cause to be executed a consent in writing in lieu of any such meetings pursuant to Section 228(a) of the DGCL if requested by the Board. Any committee formed by the Board shall include one (1) or more representatives of the HMTF Group and the parties hereto each shall BSMB Group unless otherwise use its best efforts consented to cause, there to be (i) four Stockholder Directors for so long as by the Stockholders Beneficially Own at least 25% of the outstanding shares of Common Stock (on a Fully Diluted Basis), (ii) three Stockholder Directors for so long as the Stockholders Beneficially Own at least 20% but less than 25% of the outstanding shares of Common Stock (on a Fully Diluted Basis), (iii) two Stockholder Directors for so long as the Stockholders Beneficially Own at least 15% but less than 20% of the outstanding shares of Common Stock (on a Fully Diluted Basis), or (iv) one Stockholder Director for so long as the Stockholders Beneficially Own at least 5% but less than 15% of the outstanding shares of Common Stock (on a Fully Diluted Basis)Required Holders. (c) Each of ▇▇. ▇▇▇▇▇ and the Stockholders shall vote all Restricted Securities Beneficially Owned by him or it, as the case may be, to cause, and the parties hereto each shall otherwise use its best efforts to cause, there to be (i) four ▇▇▇▇▇ Directors for so long as ▇▇. ▇▇▇▇▇ Beneficially Owns at least 25% of the outstanding shares of Common Stock (on a Fully Diluted Basis), (ii) three ▇▇▇▇▇ Directors for so long as ▇▇. ▇▇▇▇▇ Beneficially Owns at least 20% but less than 25% of the outstanding shares of Common Stock (on a Fully Diluted Basis), (iii) two ▇▇▇▇▇ Directors for so long as ▇▇. ▇▇▇▇▇ Beneficially Owns at least 15% but less than 20% of the outstanding shares of Common Stock (on a Fully Diluted Basis), or (iv) one ▇▇▇▇▇ Director for so long as ▇▇. ▇▇▇▇▇ Beneficially Owns at least 5% but less than 15% of the outstanding shares of Common Stock (on a Fully Diluted Basis). (d) ▇▇. ▇▇▇▇▇ shall cause holders of Class A Common Stock to exercise their rights to elect Class A Directors in order to effectuate, to the extent necessary, the provisions contained in this Section 2.01; provided, however, notwithstanding anything contained in this Section 2.01 to the contrary, for so long as any shares of Class A Common Stock are outstanding and entitled to elect Class A Directors, holders of shares of Class A Common Stock shall have the sole right to elect Class A Directors.

Board Representation. ECT or its designated Affiliate (the "Acting Party") shall have the right (a) In accordance with to designate one member of the Certificate Board of Designation Directors of the Seller or (b) (i) to receive (and subject Seller covenants and agrees to deliver to the rights Acting Party) prior notice of holders any proposed board action and to receive (and Seller covenants and agrees to deliver to the Acting Party) reasonable notice of and a right to attend any meeting of the CompanySeller's serial preferred stockBoard of Directors, as (ii) to receive (and Seller covenants and agrees to deliver to the Acting Party), promptly after they are produced, all management reports and accounts relating to the Seller that are provided to Seller's Board of Directors or any committee of the date hereof Board of Directors and (iii) upon reasonable notice, to have reasonable access to the books and records of the Seller, including statutory books, minute books and customer lists. In the event the Acting Party elects to designate a person to serve as a member of the Board of Directors of the Seller (the "Designee"), the Seller shall (x) expand as required the number of directors constituting the entire board, (y) fill the vacancy created by such expansion with such Designee and (z) submit the name of such Designee to the stockholders of the Seller (together with a recommendation of his or her election) at each meeting of stockholders at which directors are elected, until requested otherwise by the Acting Party. The obligations of the Seller pursuant to this Section 7.03 shall continue in full force and effect for so long as the Stockholders shall be entitled to nominate at least one Director pursuant to Section 2.01(b), the Board shall consist of 11 members, initially consisting of (i) four Stockholder Directors, (ii) four ▇▇▇▇▇ Directors ECT and (iii) three Independent Common Stock Directors recommended by the Nominating Committee and approved by the Board. (b) Each of ▇▇. ▇▇▇▇▇ and the Stockholders shall vote all Restricted Securities Beneficially Owned by him JEDI-II and/or their respective Affiliates beneficially own 5% or it, as the case may be, to cause, and the parties hereto each shall otherwise use its best efforts to cause, there to be (i) four Stockholder Directors for so long as the Stockholders Beneficially Own at least 25% more of the outstanding shares of Common Stock (on a Fully Diluted Basis), (ii) three Stockholder Directors for so long as the Stockholders Beneficially Own at least 20% but less than 25% of the outstanding shares of Common Stock Seller (on a Fully Diluted Basisincluding the Warrant Shares represented by the Warrants, whether exercised or not), (iii) two Stockholder Directors for so long as . Any Designee shall agree to resign at the Stockholders Beneficially Own at least 15% but less than 20% request of the outstanding shares of Common Stock (on a Fully Diluted Basis)Seller, or (iv) one Stockholder Director for so long as at any time after the Stockholders Beneficially Own at least 5% but less than 15% expiration of the outstanding shares of Common Stock (on a Fully Diluted Basis). (c) Each of ▇▇. ▇▇▇▇▇ and the Stockholders shall vote all Restricted Securities Beneficially Owned by him or it, as the case may be, to cause, and the parties hereto each shall otherwise use its best efforts to cause, there to be (i) four ▇▇▇▇▇ Directors for so long as ▇▇. ▇▇▇▇▇ Beneficially Owns at least 25% rights of the outstanding shares of Common Stock (on a Fully Diluted Basis), (ii) three ▇▇▇▇▇ Directors for so long as ▇▇. ▇▇▇▇▇ Beneficially Owns at least 20% but less than 25% of the outstanding shares of Common Stock (on a Fully Diluted Basis), (iii) two ▇▇▇▇▇ Directors for so long as ▇▇. ▇▇▇▇▇ Beneficially Owns at least 15% but less than 20% of the outstanding shares of Common Stock (on a Fully Diluted Basis), or (iv) one ▇▇▇▇▇ Director for so long as ▇▇. ▇▇▇▇▇ Beneficially Owns at least 5% but less than 15% of the outstanding shares of Common Stock (on a Fully Diluted Basis). (d) ▇▇. ▇▇▇▇▇ shall cause holders of Class A Common Stock ECT and any Acting Party pursuant to exercise their rights to elect Class A Directors in order to effectuate, to the extent necessary, the provisions contained in this Section 2.01; provided, however, notwithstanding anything contained in 7.03. The rights of ECT under this Section 2.01 7.03 shall not be assignable other than to the contrary, for so long as any shares an Affiliate of Class A Common Stock are outstanding and entitled to elect Class A Directors, holders of shares of Class A Common Stock shall have the sole right to elect Class A DirectorsECT.

Board Representation. (a) In For so long Investor Holdco has beneficial ownership of less than 50% but at least 35% of the aggregate number of Company Shares then outstanding, Investor Holdco shall have the right to designate to the Board of Directors a number of individuals who satisfy the Director Requirements equal to one director fewer than 50% of the size of the Board of Directors at any time (rounded up to the next whole number). (b) For so long as any Holder has beneficial ownership of less than 35% but at least 20% of the aggregate number of Company Shares then outstanding, such Holder shall have the right to designate to the Board of Directors a number of individuals who satisfy the Director Requirements equal to the greater of (A) three or (B) 25% of the size of the Board of Directors at any time (rounded up to the next whole number). (c) For so long as any Holder has beneficial ownership of less than 20% but at least 15% of the aggregate number of Company Shares then outstanding, such Holder shall have the right to designate to the Board of Directors a number of individuals who satisfy the Director Requirements equal to the greater of (A) two or (B) 15% of the size of the Board of Directors at any time (rounded up to the next whole number). (d) For so long as any Holder has beneficial ownership of less than 15% but at least 10% of the aggregate number of Company Shares then outstanding, such Holder shall have the right to designate to the Board of Directors one individual who satisfies the Director Requirements. (e) For so long as a Holder is entitled to designate any individuals to the Board of Directors pursuant to this Section 2.01, the Company shall take all action reasonably available to it to cause such individual(s) (or any replacement designated by such Holder) to be included in the slate of nominees recommended by the Board of Directors to the Company’s stockholders for election as directors at each annual meeting of the stockholders of the Company (and/or in connection with any election by written consent) and the Company shall use the same efforts to cause the election of such nominee(s) as it uses to cause other nominees recommended by the Board of Directors to be elected, including soliciting proxies in favor of the election of such nominee(s). (f) Until immediately prior to the time at which Investor Holdco ceases to collectively have beneficial ownership of at least 50% of the aggregate number of Company Shares then outstanding, Investor Holdco shall vote its Company Shares to set the size of the Board of Directors at 11 individuals. For so long as Investor Holdco has beneficial ownership of less than 50% but at least 35% of the aggregate number of Company Shares then outstanding, Investor Holdco shall, unless otherwise determined by the management board of Investor Holdco in accordance with the operating agreement of Investor Holdco, cause its individuals designated to the Board of Directors to vote in favor of maintaining the size of the Board of Directors at 11 individuals. (g) In the event that a vacancy is created at any time by the death, disability, retirement, resignation or removal (with or without cause) of a director nominated or designated pursuant to this Section 2.01, or in the event of the failure of any such nominee to be elected, the Holder who nominated or designated such director shall have the right to designate a replacement who satisfies the Director Requirements to fill such vacancy. The Company shall take all action reasonably available to it to cause such vacancy to be filled by the replacement so designated, and, to the extent permitted under the Certificate of Designation Incorporation and subject to the rights of holders By-Laws of the Company's serial preferred stock, as of the date hereof and for so long as the Stockholders shall be entitled to nominate at least one Director pursuant to Section 2.01(b)Company then in effect, the Board of Directors shall consist promptly elect such designee to the Board of 11 membersDirectors. (h) As of and after the Effective Date, initially consisting each of (i) four Stockholder Directorsthe Cerberus Representative, (ii) four Trican and the ▇▇▇▇▇ Directors and (iii) three Independent Common Stock Directors recommended by Representative, acting on behalf of the Nominating Committee and approved by the Board. (b) Each of ▇▇. ▇▇▇▇▇ Parties beneficially owning (directly or through Investor Holdco) in excess of 50% of the Company Shares then beneficially owned (directly or through Investor Holdco) by the ▇▇▇▇▇ Parties, respectively, shall be entitled to, at its option, designate up to two individuals in the capacity of non-voting observers (the “Observers”) to the Board of Directors. The appointment and removal of any Observer shall be by written notice to the Stockholders shall vote all Restricted Securities Beneficially Owned by him or it, as the case may be, to cause, and the parties hereto each shall otherwise use its best efforts to cause, there to be Board of Directors. (i) four Stockholder Directors for so long Notwithstanding anything to the contrary, following the Effective Date: (A) if the ▇▇▇▇▇ Parties as a group, directly or indirectly though Investor Holdco, cease to beneficially own at least 50% of the Stockholders Beneficially Own Company Shares beneficially owned by the ▇▇▇▇▇ Parties as of the Effective Date, the ▇▇▇▇▇ Parties shall no longer have any right to appoint Observers under Section 2.01(h) and shall cause such individuals designated by them to immediately resign; and (B) if Trican, directly or indirectly though Investor Holdco, ceases to beneficially own at least 25% of the outstanding shares of Common Stock (on a Fully Diluted Basis), (ii) three Stockholder Directors for so long Company Shares beneficially owned by Trican as the Stockholders Beneficially Own at least 20% but less than 25% of the outstanding shares of Common Stock (on a Fully Diluted Basis)Effective Date, (iiiTrican shall no longer have any right to appoint Observers under Section 2.01(h) two Stockholder Directors for so long as the Stockholders Beneficially Own at least 15% but less than 20% of the outstanding shares of Common Stock (on a Fully Diluted Basis), or (iv) one Stockholder Director for so long as the Stockholders Beneficially Own at least 5% but less than 15% of the outstanding shares of Common Stock (on a Fully Diluted Basis)and shall cause such individuals designated by them to immediately resign. (cj) Each An Observer may attend any meeting of ▇▇the Board of Directors, provided, that no Observer shall have the right to vote or otherwise participate in the Board of Directors meeting in any way other than to observe any applicable meeting of the Board of Directors. ▇▇▇▇▇ Observers shall be provided advance notice of each meeting of the Board of Directors in the same manner and at the Stockholders shall vote all Restricted Securities Beneficially Owned by him or it, same time as the case may be, to cause, and the parties hereto each shall otherwise use its best efforts to cause, there to be (i) four ▇▇▇▇▇ Directors for so long as ▇▇. ▇▇▇▇▇ Beneficially Owns at least 25% other members of the outstanding shares Board of Common Stock (on a Fully Diluted Basis)Directors and shall be given copies of all documents, (ii) three ▇▇▇▇▇ Directors for so long materials and other information as ▇▇. ▇▇▇▇▇ Beneficially Owns at least 20% but less than 25% and when given to other members of the outstanding shares Board of Common Stock (on Directors, provided that the Observer shall have executed a Fully Diluted Basis)non-disclosure and confidentiality agreement and such other acknowledgments and agreements reasonably satisfactory to the Board of Directors. Notwithstanding the foregoing, (iii) two ▇▇▇▇▇ Directors for so long as ▇▇. ▇▇▇▇▇ Beneficially Owns at least 15% but less than 20% the Observer shall be excluded from attending any meeting of the outstanding shares Board of Common Stock (on a Fully Diluted Basis), Directors or (iv) one ▇▇▇▇▇ Director for so long as ▇▇. ▇▇▇▇▇ Beneficially Owns at least 5% but less than 15% of the outstanding shares of Common Stock (on a Fully Diluted Basis). (d) ▇▇. ▇▇▇▇▇ shall cause holders of Class A Common Stock to exercise their rights to elect Class A Directors in order to effectuate, receiving any materials to the extent necessarynecessary to preserve attorney-client privilege, to safeguard highly proprietary or classified information, in the provisions contained in this Section 2.01; provided, however, notwithstanding anything contained in this Section 2.01 to case of any conflict of interest involving such Observer or as otherwise deemed necessary or advisable by the contrary, for so long as Board of Directors. The Board of Directors or any shares of Class A Common Stock are outstanding and entitled to elect Class A Directors, holders of shares of Class A Common Stock committee thereof shall have the sole right to elect Class A Directorsexclude an Observer from any meeting or portion thereof in the sole discretion of a majority of the members in attendance at such meeting. Each Observer shall be a natural person.

Board Representation. (a) In For so long Investor Holdco has beneficial ownership of less than 50% but at least 35% of the aggregate number of Company Shares then outstanding, Investor Holdco shall have the right to designate to the Board of Directors a number of individuals who satisfy the Director Requirements equal to one director fewer than 50% of the size of the Board of Directors at any time (rounded up to the next whole number). (b) For so long as any Holder has beneficial ownership of less than 35% but at least 20% of the aggregate number of Company Shares then outstanding, such Holder shall have the right to designate to the Board of Directors a number of individuals who satisfy the Director Requirements equal to the greater of (A) three or (B) 25% of the size of the Board of Directors at any time (rounded up to the next whole number). (c) For so long as any Holder has beneficial ownership of less than 20% but at least 15% of the aggregate number of Company Shares then outstanding, such Holder shall have the right to designate to the Board of Directors a number of individuals who satisfy the Director Requirements equal to the greater of (A) two or (B) 15% of the size of the Board of Directors at any time (rounded up to the next whole number). (d) For so long as any Holder has beneficial ownership of less than 15% but at least 10% of the aggregate number of Company Shares then outstanding, such Holder shall have the right to designate to the Board of Directors one individual who satisfies the Director Requirements. (e) For so long as a Holder is entitled to designate any individuals to the Board of Directors pursuant to this Section 2.01, the Company shall take all action reasonably available to it to cause such individual(s) (or any replacement designated by such Holder) to be included in the slate of nominees recommended by the Board of Directors to the Company’s stockholders for election as directors at each annual meeting of the stockholders of the Company (and/or in connection with any election by written consent) and the Company shall use the same efforts to cause the election of such nominee(s) as it uses to cause other nominees recommended by the Board of Directors to be elected, including soliciting proxies in favor of the election of such nominee(s). (f) Until immediately prior to the time at which Investor Holdco ceases to collectively have beneficial ownership of at least 50% of the aggregate number of Company Shares then outstanding, Investor Holdco shall vote its Company Shares to set the size of the Board of Directors at 11 individuals. For so long as Investor Holdco has beneficial ownership of less than 50% but at least 35% of the aggregate number of Company Shares then outstanding, Investor Holdco shall, unless otherwise determined by the management board of Investor Holdco in accordance with the operating agreement of Investor Holdco, cause its individuals designated to the Board of Directors to vote in favor of maintaining the size of the Board of Directors at 11 individuals. (g) In the event that a vacancy is created at any time by the death, disability, retirement, resignation or removal (with or without cause) of a director nominated or designated pursuant to this Section 2.01, or in the event of the failure of any such nominee to be elected, the Holder who nominated or designated such director shall have the right to designate a replacement who satisfies the Director Requirements to fill such vacancy. The Company shall take all action reasonably available to it to cause such vacancy to be filled by the replacement so designated, and, to the extent permitted under the Certificate of Designation Incorporation and subject to the rights of holders By-Laws of the Company's serial preferred stock, as of the date hereof and for so long as the Stockholders shall be entitled to nominate at least one Director pursuant to Section 2.01(b)Company then in effect, the Board of Directors shall consist promptly elect such designee to the Board of 11 membersDirectors. (h) As of and after the Effective Date, initially consisting each of (i) four Stockholder Directorsthe Cerberus Representative, (ii) four Trican and the ▇▇▇▇▇ Directors and (iii) three Independent Common Stock Directors recommended by Representative, acting on behalf of the Nominating Committee and approved by the Board. (b) Each of ▇▇. ▇▇▇▇▇ Parties beneficially owning (directly or through Investor Holdco) in excess of 50% of the Company Shares then beneficially owned (directly or through Investor Holdco) by the ▇▇▇▇▇ Parties, respectively, shall be entitled to, at its option, designate up to two individuals in the capacity of non-voting observers (each, an “Observer”) to the Board of Directors. As of and after the Stockholders Effective Date, RockPile Holdco shall vote all Restricted Securities Beneficially Owned by him or it, as the case may be, be entitled to cause, and the parties hereto each shall otherwise use at its best efforts to cause, there to be option (i) four Stockholder designate one individual in the capacity of Observer to the Board of Directors for so long or (ii) assign its right to designate an Observer to the Board of Directors to the White Deer Holder in connection with a distribution of Company Shares by RockPile Holdco to the White Deer Holder. The appointment and removal of any Observer shall be by written notice to the Board of Directors. (i) Notwithstanding anything to the contrary, following the Effective Date: (A) if the ▇▇▇▇▇ Parties as a group, directly or indirectly though Investor Holdco, cease to beneficially own at least 50% of the Stockholders Beneficially Own Company Shares beneficially owned by the ▇▇▇▇▇ Parties as of the Effective Date, the ▇▇▇▇▇ Parties shall no longer have any right to appoint Observers under Section 2.01(h) and shall cause such individuals designated by them to immediately resign; (B) if Trican, directly or indirectly though Investor Holdco, ceases to beneficially own at least 25% of the outstanding shares Company Shares beneficially owned by Trican as of Common Stock the Effective Date, Trican shall no longer have any right to appoint Observers under Section 2.01(h) and shall cause such individuals designated by them to immediately resign; and (on a Fully Diluted Basis), C) upon the earlier of (i) the RockPile Holders ceasing to beneficially own at least 50% of the Company Shares beneficially owned by RockPile Holders as of the Effective Date and (ii) three Stockholder Directors for so long an Observer Termination Event, RockPile Holdco or the White Deer Holder, as applicable, shall no longer have any right to appoint Observers under Section 2.01(g) and shall cause such individuals designated by them to immediately resign. RockPile Holdco or the Stockholders Beneficially Own at least 20% but less than 25% White Deer Holder, as applicable, shall provide prior written notice to the Company of the outstanding shares of Common Stock (on a Fully Diluted Basis), (iii) two Stockholder Directors for so long as the Stockholders Beneficially Own at least 15% but less than 20% of the outstanding shares of Common Stock (on a Fully Diluted Basis)any event that constitutes, or (iv) one Stockholder Director for so long as the Stockholders Beneficially Own at least 5% but less than 15% of the outstanding shares of Common Stock (on a Fully Diluted Basis)would reasonably be expected to constitute, an Observer Termination Event. (cj) Each An Observer may attend any meeting of ▇▇the Board of Directors, provided, that no Observer shall have the right to vote or otherwise participate in the Board of Directors meeting in any way other than to observe any applicable meeting of the Board of Directors. ▇▇▇▇▇ Observers shall be provided advance notice of each meeting of the Board of Directors in the same manner and at the Stockholders shall vote all Restricted Securities Beneficially Owned by him or it, same time as the case may be, to cause, and the parties hereto each shall otherwise use its best efforts to cause, there to be (i) four ▇▇▇▇▇ Directors for so long as ▇▇. ▇▇▇▇▇ Beneficially Owns at least 25% other members of the outstanding shares Board of Common Stock (on a Fully Diluted Basis)Directors and shall be given copies of all documents, (ii) three ▇▇▇▇▇ Directors for so long materials and other information as ▇▇. ▇▇▇▇▇ Beneficially Owns at least 20% but less than 25% and when given to other members of the outstanding shares Board of Common Stock (on Directors, provided that the Observer shall have executed a Fully Diluted Basis)non-disclosure and confidentiality agreement and such other acknowledgments and agreements reasonably satisfactory to the Board of Directors. Notwithstanding the foregoing, (iii) two ▇▇▇▇▇ Directors for so long as ▇▇. ▇▇▇▇▇ Beneficially Owns at least 15% but less than 20% the Observer shall be excluded from attending any meeting of the outstanding shares Board of Common Stock (on a Fully Diluted Basis), Directors or (iv) one ▇▇▇▇▇ Director for so long as ▇▇. ▇▇▇▇▇ Beneficially Owns at least 5% but less than 15% of the outstanding shares of Common Stock (on a Fully Diluted Basis). (d) ▇▇. ▇▇▇▇▇ shall cause holders of Class A Common Stock to exercise their rights to elect Class A Directors in order to effectuate, receiving any materials to the extent necessarynecessary to preserve attorney-client privilege, to safeguard highly proprietary or classified information, in the provisions contained in this Section 2.01; provided, however, notwithstanding anything contained in this Section 2.01 to case of any conflict of interest involving such Observer or as otherwise deemed necessary or advisable by the contrary, for so long as Board of Directors. The Board of Directors or any shares of Class A Common Stock are outstanding and entitled to elect Class A Directors, holders of shares of Class A Common Stock committee thereof shall have the sole right to elect Class A Directorsexclude an Observer from any meeting or portion thereof in the sole discretion of a majority of the members in attendance at such meeting. Each Observer shall be a natural person.

Board Representation. (a) In accordance with the Certificate of Designation The Corporation and subject to the rights of holders of the Company's serial preferred stock, as of the date hereof and for so long as the Stockholders shall take such corporate actions as may be entitled reasonably required to nominate at least one Director pursuant to Section 2.01(b), the Board shall consist of 11 members, initially consisting of ensure that (i) four Stockholder Directorsthe number of directors constituting the Board is at all times eight (8), and (ii) four ▇▇▇▇▇ Directors and the presence of five (iii5) three Independent Common Stock Directors recommended by the Nominating Committee and approved by directors is required to constitute a quorum of the Board. (b) Each Subject to the terms of this Agreement: (i) So long as VantagePoint (or its Affiliates) hold at least twenty percent (20%) of the Series A Preferred Shares originally issued to it (appropriately adjusted to reflect stock splits, stock dividends, reorganizations, capitalization changes and like events), VantagePoint shall have the right to designate two (2) members of the Board (the “VantagePoint Directors”) (who shall initially be D▇▇. ▇▇ ▇▇▇▇▇ and G▇▇▇▇ ▇▇▇▇). In the Stockholders shall vote all Restricted Securities Beneficially Owned by him event that VantagePoint or its Affiliates hold less than twenty percent (20%) of the Series A Preferred Shares originally issued to it, as the case may bedirectors that would otherwise be designated by VantagePoint pursuant to this Section (b)(i) shall be designated by the holders of Series C Preferred Shares, to cause, Series A Preferred Shares and the parties hereto each shares of Common Stock then outstanding voting together as a single class on an as-if converted basis. (ii) So long as RRE (or its Affiliates) hold at least twenty percent (20%) of the Series A Preferred Shares originally issued to it (appropriately adjusted to reflect stock splits, stock dividends, reorganizations, capitalization changes and like events), RRE shall have the right to designate one (1) member of the Board (the “RRE Director”) (who shall initially be R▇▇▇▇▇▇ ▇▇▇▇▇▇). In the event that RRE or its Affiliates hold less than twenty percent (20%) of the Series A Preferred Shares originally issued to it, the director that would otherwise use be designated by RRE pursuant to this Section (b)(ii) shall be designated by the holders of Series C Preferred Shares, Series A Preferred Shares and shares of Common Stock then outstanding voting together as a single class on an as-if converted basis. (iii) So long as Beechtree (or its best efforts Affiliates) holds at least twenty percent (20%) of the shares of Common Stock originally issued to causeit (appropriately adjusted to reflect stock splits, there stock dividends, reorganizations, capitalization changes and like events), Beechtree shall have the right to designate one (1) member of the Board (the “Beechtree Director”). In the event Beechtree or its Affiliates holds less than twenty percent (20%) of the shares of Common Stock originally issued to it, the director that would otherwise be designated by Beechtree pursuant to this Section (ib)(iii) four Stockholder Directors shall be designated by the holders of Series C Preferred Shares, Series A Preferred Shares and holders of shares of Common Stock then outstanding voting together as a single class on an as-if converted basis. (iv) So long as First Gen (or its Affiliates) holds at least (a) twenty percent (20%) of the sum of shares of Common Stock or (b) twenty percent (20%) of Series A Preferred Shares originally issued to it (appropriately adjusted to reflect stock splits, stock dividends, reorganizations, capitalization changes and like events), First Gen shall have the right to designate two (2) members of the Board (the “First Gen Director”). In the event First Gen or its Affiliates holds less than (a) twenty percent (20%) of the shares of Common Stock, or (b) twenty percent (20%) of Series A Preferred Shares originally issued to it, the directors that would otherwise be designated by First Gen pursuant to this Section (b)(iv) shall be designated by the holders of Series C Preferred, Series A Preferred Shares and the holders of shares of Common Stock then outstanding voting together as a single class on an as-if converted basis. (v) Fonds shall have the right to (A) for so long as the Stockholders Beneficially Own Fonds (or its Affiliates) holds at least 25% twenty percent (20%) of the outstanding Series C Preferred Shares originally issued to it (appropriately adjusted to reflect stock splits, stock dividends, reorganizations, capitalization changes and like events), designate one (1) member of the Board (the “Fonds Director”) and (b) for so long as Fonds holds any Series C Preferred Shares, appoint one (l) observer to the Board who shall have the right to receive notice of and attend the meetings of the Board and who shall have the right to address the Board at any of its meetings. In the event Fonds or its Affiliates holds less than twenty percent (20%) of the Series C Preferred Shares originally issued to it, the director that would otherwise be designated by Fonds pursuant to this Section (b)(iv) shall be designated by the holders of Series C Preferred Shares, Series A Preferred Shares and the holders of shares of Common Stock then outstanding voting together as a single class on an as-if converted basis. (on vi) One (1) member of the Board shall be the then current Chief Executive Officer of the Corporation (the “CEO Director”). (vii) In the event that (A) the entire Board is comprised of an even number of directors and (B) at a Fully Diluted Basismeeting at which all directors are present, there are an equal number of votes cast for and against any proposed action by the Board (a “Deadlock”), then, subject to applicable provisions of the Delaware General Corporation Law, the decision of the Board on the matter giving rise to the Deadlock shall be made as follows: (ii1) three Stockholder each of the Fonds Director, the Beechtree Director and one of the Series A Directors for so long (who shall be designated by the Series A Directors as the Stockholders Beneficially Own at least 20% but less than 25% “Deadlock Director”) shall be entitled to a second vote on the matter and (2) approval of the outstanding shares of Common Stock matter giving rise to the Deadlock shall require six (on a Fully Diluted Basis), (iii6) two Stockholder Directors for so long as the Stockholders Beneficially Own at least 15% but less than 20% of the outstanding shares of Common Stock eleven (on a Fully Diluted Basis), or (iv11) one Stockholder Director for so long as the Stockholders Beneficially Own at least 5% but less than 15% of the outstanding shares of Common Stock (on a Fully Diluted Basis)votes cast. (c) Each designation or any proposal to remove from the Board any director shall be made by delivering to the Corporation a notice signed by the party or parties entitled to such designation or proposal. As promptly as practicable, but in any event within ten (10) days, after delivery of ▇▇such notice, the Secretary of Corporation shall take or cause to be taken such corporate actions as may be reasonably required to cause the election or removal proposed in such notice. ▇▇▇▇▇ and Such corporate actions shall include calling a meeting or soliciting a written consent of the Stockholders shall vote all Restricted Securities Beneficially Owned by him or it, as the case may be, to causeBoard, and the parties hereto each shall otherwise use its best efforts to cause, there to be (i) four ▇▇▇▇▇ Directors for so long as ▇▇calling a meeting or soliciting a written consent of stockholders. ▇▇▇▇▇ Beneficially Owns at least 25% If such meeting or written consent of the outstanding shares of Common Stock (on a Fully Diluted Basis), (ii) three ▇▇▇▇▇ Directors for so long as ▇▇. ▇▇▇▇▇ Beneficially Owns at least 20% but less than 25% Board and stockholders shall not be called or obtained by the Secretary of the outstanding shares of Common Stock (on a Fully Diluted Basis)Corporation within 10 days, (iii) two ▇▇▇▇▇ Directors for so long as ▇▇. ▇▇▇▇▇ Beneficially Owns then any director may call such meeting or take steps to obtain such written consent at least 15% but less than 20% the expense of the outstanding shares of Common Stock (on a Fully Diluted Basis), or (iv) one ▇▇▇▇▇ Director for so long as ▇▇. ▇▇▇▇▇ Beneficially Owns at least 5% but less than 15% of the outstanding shares of Common Stock (on a Fully Diluted Basis)Corporation. (d) ▇▇. ▇▇▇▇▇ shall cause holders of Class A Common Stock to exercise their rights to elect Class A Directors in order to effectuate, to the extent necessary, the provisions contained in this Section 2.01; provided, however, notwithstanding anything contained in this Section 2.01 to the contrary, for so long as any shares of Class A Common Stock are outstanding and entitled to elect Class A Directors, holders of shares of Class A Common Stock shall have the sole right to elect Class A Directors.

Board Representation. In accordance with Section 3(b) of Article IV of the Company’s Amended and Restated Certificate of Incorporation (as the same may be further amended from time to time, the “Restated Certificate”), the Company hereby agrees to take such actions as are necessary, and each of the Holders and Major Common Holders agrees to vote his, her or its Shares, including in accordance with any cumulative voting requirements, if applicable, and take such other actions as are necessary, to cause the Board to consist of nine (9) directors and to elect, whether at an annual meeting, special meeting or by written consent, and thereafter continue in office as directors of the Company as follows: (a) In accordance with the Certificate of Designation and subject to the rights of holders of the Company's serial preferred stock, as of the date hereof and for so long as SAP Ventures Fund I, L.P. (“SAPV”) or its Affiliates, holds at least 1,000,000 shares of Series D-2 Stock (appropriately adjusted for stock splits, stock dividends, recapitalizations, and the Stockholders like), one (1) person nominated by SAPV shall be entitled elected a director of the Company (the “Series D-2 Director”) to nominate at least one serve as the Series D-2 Director pursuant to Section 2.01(b(as defined in the Restated Certificate), the Board shall consist of 11 members, initially consisting of ; (ib) four Stockholder Directors, (ii) four so long as ▇▇▇▇▇ Directors Street 2011 Direct Fund, L.P. (the “ASP Direct Fund”) or its Affiliates, holds at least 1,000,000 shares of Series B-2 Stock (appropriately adjusted for stock splits, stock dividends, recapitalizations, and the like), one (iii1) three Independent Common Stock Directors recommended person nominated by the Nominating Committee and approved by the Board. (b) Each of ▇▇. ASP Direct Fund, or ▇▇▇▇▇ and Street Partners, LLC (together with the Stockholders ASP Direct Fund, “ASP”), if the ASP Direct Fund ceases to hold Shares, shall vote all Restricted Securities Beneficially Owned by him or it, be elected a director of the Company (the “Series B-2 Director”) to serve as the case may be, to cause, and Series B-2 Director (as defined in the parties hereto each shall otherwise use its best efforts to cause, there to be (i) four Stockholder Directors for so long as the Stockholders Beneficially Own at least 25% of the outstanding shares of Common Stock (on a Fully Diluted BasisRestated Certificate), (ii) three Stockholder Directors for so long as the Stockholders Beneficially Own at least 20% but less than 25% of the outstanding shares of Common Stock (on a Fully Diluted Basis), (iii) two Stockholder Directors for so long as the Stockholders Beneficially Own at least 15% but less than 20% of the outstanding shares of Common Stock (on a Fully Diluted Basis), or (iv) one Stockholder Director for so long as the Stockholders Beneficially Own at least 5% but less than 15% of the outstanding shares of Common Stock (on a Fully Diluted Basis).; (c) Each of ▇▇. ▇▇▇▇▇ and the Stockholders shall vote all Restricted Securities Beneficially Owned by him so long as Hummer Winblad Venture Partners V, L.P. (“HWVP”) or itits Affiliates holds at least 2,000,000 Shares (appropriately adjusted for stock splits, as the case may bestock dividends, to causerecapitalizations, and the parties hereto each like), one (1) person nominated by HWVP shall otherwise use its best efforts to cause, there to be (i) four ▇▇▇▇▇ Directors for so long as ▇▇. ▇▇▇▇▇ Beneficially Owns at least 25% elected a director of the outstanding shares of Common Stock Company (on a Fully Diluted Basis), (iithe “HWVP Series A-2 Director”) three ▇▇▇▇▇ Directors for so long to serve as ▇▇. ▇▇▇▇▇ Beneficially Owns at least 20% but less than 25% one of the outstanding shares of Common Stock Series A-2 Directors (on a Fully Diluted Basisas defined in the Restated Certificate), (iii) two ▇▇▇▇▇ Directors for so long as ▇▇. ▇▇▇▇▇ Beneficially Owns at least 15% but less than 20% of the outstanding shares of Common Stock (on a Fully Diluted Basis), or (iv) one ▇▇▇▇▇ Director for so long as ▇▇. ▇▇▇▇▇ Beneficially Owns at least 5% but less than 15% of the outstanding shares of Common Stock (on a Fully Diluted Basis).; (d) ▇▇. ▇▇▇▇▇ shall cause holders of Class A Common Stock to exercise their rights to elect Class A Directors in order to effectuate, to the extent necessary, the provisions contained in this Section 2.01; provided, however, notwithstanding anything contained in this Section 2.01 to the contrary, for so long as any shares Partech U.S. Partners IV, LLC or its Affiliates (“PIV”) holds at least 2,000,000 Shares (appropriately adjusted for stock splits, stock dividends, recapitalizations, and the like), one (1) person nominated by PIV shall be elected a director of Class A the Company (the “PIV Series A-2 Director” and, collectively with the HWVP Series A-2 Director, the “Series A-2 Directors”) to serve as one of the Series A-2 Directors; (e) one (1) person nominated by the unanimous approval of the directors then in office shall be elected a director of the Company to serve as the Preferred Director (as defined in the Restated Certificate), and collectively with the Series A-2 Directors, the Series B-2 Director and the Series D-2 Director, the “Preferred Stock Directors”; (f) the then Chief Executive Officer of the Company shall be elected a director of the Company to serve as the Common Stock are outstanding Director (as defined in the Restated Certificate); and (g) three (3) persons nominated by the unanimous approval of the Preferred Stock Directors and entitled to elect Class A Directors, holders of shares of Class A the Common Stock Director shall have be elected directors of the sole right Company to elect Class A Directorsserve as the Mutual Directors (as defined in the Restated Certificate).

Board Representation. For such time as the Principal Members continue to collectively own at least (ai) In accordance with fifty percent (50%) of the Certificate Restricted Shares issued to the Principal Members pursuant to the Merger, and (ii) six and 6/10 percent (6.6%) of Designation the issued and outstanding shares of Parent Common Stock (in the case of clauses (i) and (ii), whether or not remaining subject to Transfer Restrictions under Section 1.11, and subject to adjustment with respect to any share split, share combination or similar transaction) (the rights of holders of the Company's serial preferred stock, as of the date hereof and for so long as the Stockholders shall be entitled to nominate at least one “Director pursuant to Section 2.01(bThreshold”), the Principal Members shall have the right to nominate one Eligible Person as director to the Board. As promptly as practicable after such nomination, Parent shall increase the size of the Board by one seat and shall consist of 11 members, initially consisting of (i) four Stockholder Directors, (ii) four ▇▇▇▇▇ Directors and (iii) three Independent Common Stock Directors recommended cause such newly created vacancy be filled with the Eligible Person nominated by the Nominating Committee and approved by Principal Members in accordance with this Section 6.9. With respect to any subsequent general meeting of Parent’s stockholders, Parent shall take all necessary action to recommend to Parent’s stockholders the election of the nominated Eligible Person as a director, subject to the Director Threshold continuing to be met. If a Key Person becomes a Bad Leaver, such Key Person, if then serving on the Board. (b) Each of ▇▇. ▇▇▇▇▇ and , shall promptly resign from the Stockholders shall vote all Restricted Securities Beneficially Owned by him or it, as Board upon the case may be, to cause, and the parties hereto each shall otherwise use its best efforts to cause, there to be (i) four Stockholder Directors for so long as the Stockholders Beneficially Own at least 25% of the outstanding shares of Common Stock (on a Fully Diluted Basis), (ii) three Stockholder Directors for so long as the Stockholders Beneficially Own at least 20% but less than 25% of the outstanding shares of Common Stock (on a Fully Diluted Basis), (iii) two Stockholder Directors for so long as the Stockholders Beneficially Own at least 15% but less than 20% of the outstanding shares of Common Stock (on a Fully Diluted Basis), or (iv) one Stockholder Director for so long as the Stockholders Beneficially Own at least 5% but less than 15% of the outstanding shares of Common Stock (on a Fully Diluted Basis). (c) Each of ▇▇. ▇▇▇▇▇ and the Stockholders shall vote all Restricted Securities Beneficially Owned by him or it, as the case may be, to cause, and the parties hereto each shall otherwise use its best efforts to cause, there to be (i) four ▇▇▇▇▇ Directors for so long as ▇▇. ▇▇▇▇▇ Beneficially Owns at least 25% of the outstanding shares of Common Stock (on a Fully Diluted Basis), (ii) three ▇▇▇▇▇ Directors for so long as ▇▇. ▇▇▇▇▇ Beneficially Owns at least 20% but less than 25% of the outstanding shares of Common Stock (on a Fully Diluted Basis), (iii) two ▇▇▇▇▇ Directors for so long as ▇▇. ▇▇▇▇▇ Beneficially Owns at least 15% but less than 20% of the outstanding shares of Common Stock (on a Fully Diluted Basis), or (iv) one ▇▇▇▇▇ Director for so long as ▇▇. ▇▇▇▇▇ Beneficially Owns at least 5% but less than 15% of the outstanding shares of Common Stock (on a Fully Diluted Basis). (d) ▇▇. ▇▇▇▇▇ shall cause holders of Class A Common Stock to exercise their rights to elect Class A Directors in order to effectuate, to the extent necessary, the provisions contained in this Section 2.01Board’s request; provided, however, notwithstanding anything contained in this Section 2.01 that the right of the Principal Members to nominate an Eligible Person to the contraryBoard shall not otherwise be affected by a Key Person becoming a Bad Leaver. If such Eligible Person ceases to serve as a member of the Board during his or her term of office, for so long as any shares of Class A Common Stock are outstanding and entitled to elect Class A Directors, holders of shares of Class A Common Stock the Principal Members shall have the sole right to elect Class A Directorsnominate another Eligible Person to fill the resulting vacancy on the Board, subject to the Director Threshold continuing to be met, in which case Parent shall cause such resulting vacancy be filled with the Eligible Person nominated by the Principal Members in accordance with this Section 6.9. From such time as the Director Threshold is no longer met, the Principal Members shall, and shall cause their Affiliates to, upon the Company’s request, be required to take such action as is necessary to promptly remove such Eligible Person from the Board, whereupon the size of the Board shall automatically be reduced accordingly.

Board Representation. (a) In accordance with The Company Board of Directors shall maintain the Certificate of Designation and subject to the rights of holders following committees of the Company's serial preferred stockBoard of Directors: Audit Committee, as of the date hereof Litigation Committee, Stock Option and for so long as the Stockholders shall be entitled to nominate at least one Director pursuant to Section 2.01(b)Compensation Committee, the Board shall consist of 11 members, initially consisting of (i) four Stockholder Directors, (ii) four ▇▇▇▇▇ Directors and (iii) three Independent Common Stock Directors recommended by the Nominating Executive Committee and approved by the BoardNominating Committee. (b) Each At its meeting to be held on February 22, 2000, the Company Board of Directors shall increase the number of directors from seven to ten and shall elect the Blockholder Directors to serve as directors until their successors are elected and have qualified. (c) At its meeting to be held on February 22, 2000, the Company Board of Directors shall elect one Blockholder Director to serve on each committee of the Board of Directors, and thereafter, the Board of Directors shall ensure that at least one Blockholder Director (if duly elected as directors of Company) shall serve on each committee of the Board of Directors. (d) At its annual meeting of shareholders to be held in May 2000 (the "2000 Annual Meeting"), the Company Board of Directors shall (i) fix the number of directors to be elected at nine; (ii) nominate for election (A) the Blockholder Directors, (B) Company's Chief Executive Officer, (C) four directors from the current Company Board of Directors provided that if none of the directors from the current Company Board of Directors volunteers not to stand for re-election at such time, then the Nominating Committee shall select one of the current directors who will not be nominated, subject to approval of the current Company Board of Directors, and (D) one new nominee to be selected, subject to approval of the Board of Directors, by the Nominating Committee, which shall use its best efforts to identify and nominate in good faith an appropriate candidate prior to the 2000 Annual Meeting, and (iii) solicit proxies (and if properly executed and otherwise valid, cause such proxies to be voted in accordance with the instructions printed thereon) for such nominees' election. Blockholder will cause all shares of Voting Securities beneficially owned by it and its Affiliates, and shall use its best efforts to cause all shares of Voting Securities beneficially owned by any of its Associates, to be voted in favor of the board size and the directors nominated by Company in accordance with the foregoing sentence. After the 2000 Annual Meeting, Company shall use its best efforts to maintain the size of Company Board of Directors at nine. (e) At its annual meeting of shareholders to be held in May 2001 (the "2001 Annual Meeting"), the Company Board of Directors shall (i) fix the number of directors to be elected at nine; (ii) nominate for election (A) the Blockholder Directors, (B) Company's Chief Executive Officer, (C) four directors from the current Company Board of Directors and the nominee nominated pursuant to Section 5(d) above; PROVIDED that the number of directors from the current Company Board of Directors shall be reduced to three at the later of the 2001 Annual Meeting and the complete resolution of existing governmental litigation described in Company's Form 8-K filed on January 13, 2000 and any similar or related litigation, and if none of the directors from the current Company Board of Directors volunteers to resign or not stand for re-election, as the case may be, at such time, then the Nominating Committee shall select one of the current directors who will be removed or not nominated, as the case may be, subject to approval of the current Company Board of Directors; and (iii) solicit proxies (and if properly executed and otherwise valid, cause such proxies to be voted in accordance with the instructions printed thereon) for such nominees' election. Blockholder will cause all shares of Voting Securities beneficially owned by it and its Affiliates, and shall use its best efforts to cause all shares of Voting Securities beneficially owned by and of its Associates, to be voted in favor of the board size and the directors nominated by Company in accordance with the foregoing sentence. (f) Unless otherwise determined by the Board of Directors, ▇▇. ▇▇▇▇▇ and the Stockholders shall vote all Restricted Securities Beneficially Owned by him or it, as the case may be, to cause, and the parties hereto each shall otherwise use its best efforts to cause, there to be (i) four Stockholder Directors for so long as the Stockholders Beneficially Own at least 25% of the outstanding shares of Common Stock (on a Fully Diluted Basis), (ii) three Stockholder Directors for so long as the Stockholders Beneficially Own at least 20% but less than 25% of the outstanding shares of Common Stock (on a Fully Diluted Basis), (iii) two Stockholder Directors for so long as the Stockholders Beneficially Own at least 15% but less than 20% of the outstanding shares of Common Stock (on a Fully Diluted Basis), or (iv) one Stockholder Director for so long as the Stockholders Beneficially Own at least 5% but less than 15% of the outstanding shares of Common Stock (on a Fully Diluted Basis). (c) Each of ▇▇. ▇▇▇▇▇ and the Stockholders shall vote all Restricted Securities Beneficially Owned by him or it, as the case may be, to cause, and the parties hereto each shall otherwise use its best efforts to cause, there to be (i) four ▇▇▇▇▇ Directors for so long as ▇▇. ▇▇▇▇▇ Beneficially Owns at least 25% of the outstanding shares of Common Stock (on a Fully Diluted Basis), (ii) three ▇▇▇▇▇ Directors for so long as ▇▇. ▇▇▇▇▇ Beneficially Owns at least 20% but less than 25% of the outstanding shares of Common Stock (on a Fully Diluted Basis), (iii) two ▇▇▇▇▇ Directors for so long as ▇▇. ▇▇▇▇▇ Beneficially Owns at least 15% but less than 20% of the outstanding shares of Common Stock (on a Fully Diluted Basis), or (iv) one ▇▇▇▇▇ Director for so long as ▇▇. ▇▇▇▇▇ Beneficially Owns at least 5% but less than 15% of the outstanding shares of Common Stock (on a Fully Diluted Basis). (d) ▇▇. ▇▇▇▇▇ shall cause holders serve as Chairman of Class A Common Stock the Board through the 2000 Annual Meeting. Thereafter, the Chairman of the Board shall be elected by a majority of the Board of Directors. (g) The Chairman of the Board may vote as a director in all matters to exercise their rights come before the Company Board of Directors at any meeting even when presiding at such meeting, except that the Chairman of the Board may not cast the tie vote for his own election or vote in favor of himself to break a tie vote for his own election. (h) The Company Board of Directors shall not amend those sections of Company's bylaws providing that action by the Board of Directors and the Nominating Committee will be by simple majority vote of a quorum of members present. (i) As of February 22, 2000 and thereafter through the term of this Agreement: (i) The Nominating Committee shall have a maximum of three members. The Board of Directors shall elect Class A Directors in order the following directors to effectuateserve on the Nominating Committee, if such directors are duly elected to the extent necessary, the provisions contained in this Section 2.01; provided, however, notwithstanding anything contained in this Section 2.01 to the contrary, for so long as any shares Board of Class A Common Stock are outstanding and entitled to elect Class A Directors, holders of shares of Class A Common Stock shall have the sole right to elect Class A Directors.:

Board Representation. (a) In accordance with The Company shall take all requisite action such that on the Certificate Closing Date hereof, the size of Designation the Board shall be set at seven (7) members and subject two (2) individuals designated by the Purchasers (each director designated by the Purchasers under this Agreement, a “TMP Purchaser Designee”, and collectively, the “TMP Purchaser Designees”) as Board nominees shall be appointed to the Board, and on the Closing Date, the Resigning Directors shall resign; provided, however, the Purchasers shall be permitted, in their discretion, to defer appointment of one or more of the TMP Purchaser Designees to one or more subsequent dates. The rights of holders the Purchasers under this Section 5.13 shall be exercised by a majority in interest of the Company's serial preferred stockPurchasers. (i) From and after the date hereof, as the Company shall cause two (2) TMP Purchaser Designees to be nominated by the Company to serve on the Board and the total number of members of the Board shall be seven (7) or fewer to the extent certain of the TMP Purchaser Designees have not been appointed to the Board (as permitted above). Any TMP Purchaser Designees shall be appointed to the Board on the Closing Date or to the extent designated following the Closing Date, shall be appointed to the Board promptly following notice from the Purchasers and in any event, within one (1) Business Day. From and after the date hereof and for hereof, the Company shall not change the size of the Board without the prior written consent of the Purchasers; provided that, unless waived by the Purchasers, in the event the size of the Board is changed, the Purchasers shall have the right to designate that number of TMP Purchaser Designees to be nominated or appointed to the Board to maintain proportional Board representation not less than as set forth in the previous sentence. For so long as such membership does not conflict with any applicable law or regulation or listing requirement of any Approved Market on which the Stockholders Common Stock is listed for trading (as determined in good faith by the Board), the TMP Purchaser Designees shall be entitled to nominate serve as a member of, or observer to (provided that a majority of the Board or Board committee shall have the authority to dismiss any such observer from any meeting), at the TMP Purchaser Designee’s election, each of the committees of the Board, except for any committee formed to consider a transaction between the Company and a member of the Purchaser Group. The Company acknowledges that one TMP Purchaser Designee intends to hold a position on each Board committee and that following the date hereof the Company will take all actions necessary to arrange for the prompt appointment of one TMP Purchaser Designee to each such committee (subject to the limitations in the immediately preceding sentence). The Purchasers’ rights set forth in this Section 5.13(b) shall terminate on the first date on which the Purchasers collectively do not own at least one Director pursuant to Section 2.01(b), the Board shall consist of 11 members, initially consisting of (i) four Stockholder Directors, (ii) four ▇▇▇▇▇ Directors and (iii) three Independent Common Stock Directors recommended by the Nominating Committee and approved by the Board. (b) Each of ▇▇. ▇▇▇▇▇ and the Stockholders shall vote all Restricted Securities Beneficially Owned by him or it, as the case may be, to cause, and the parties hereto each shall otherwise use its best efforts to cause, there to be (i) four Stockholder Directors for so long as the Stockholders Beneficially Own at least 2575% of the outstanding shares of Common Series A Preferred Stock and Series A Exchangeable Preferred Stock actually issued to, and purchased by, the Purchasers hereunder (including Series A Conversion Shares issued on a Fully Diluted Basis), (ii) three Stockholder Directors for so long as the Stockholders Beneficially Own at least 20% but less than 25% conversion of the outstanding shares of Common Series A Preferred Stock (on a Fully Diluted Basis), (iii) two Stockholder Directors for so long as and the Stockholders Beneficially Own at least 15% but less than 20% Series A Exchangeable Preferred Stock and any other securities of the outstanding Company or any successor thereto into which such shares of Common Stock (on a Fully Diluted Basis)are converted or exchanged) and the Purchasers shall promptly cooperate with the Company to determine whether such threshold has been met. Notwithstanding the foregoing, or (iv) one Stockholder Director for so long as the Stockholders Beneficially Own at least 5% but less than 15% rights of the outstanding shares Purchasers to nominate the TMP Purchaser Designees shall at no time be in excess of Common Stock the level considered proportionate for purposes of the applicable Approved Market listing rules (on a Fully Diluted Basisin the case of Nasdaq, currently Rule 5640). As an example, if the Purchasers’ ownership is below the level set by Nasdaq required for having rights to nominate 2 out of 7 directors, but above the level set by Nasdaq required for having rights to nominate 1 out of 7 directors, the Purchasers shall be entitled to have 1 out of 7 directors nominated for election in accordance with this Section 5.13(b). (c) Each of ▇▇. ▇▇▇▇▇ Solely with respect to those TMP Purchaser Designees that the Purchasers are entitled to designate pursuant to Sections 5.13(a) and/or 5.13(b) (and the Stockholders shall vote all Restricted Securities Beneficially Owned by him or it, solely as long as the case may be, Purchasers remain entitled to cause, and the parties hereto each so designate such TMP Purchaser Designees): (i) The Company shall otherwise use its reasonable best efforts to causehave such TMP Purchaser Designees elected as directors of the Company, there including, without limitation, including such TMP Purchaser Designees in the Company’s proxy statement for the election of directors as part of “management’s slate”, soliciting proxies for such TMP Purchaser Designees to the same extent as it does for any of its nominees to the Board, and including the recommendation of the Board in favor of election of the TMP Purchaser Designees. In the event a TMP Purchaser Designee is not elected at a stockholders meeting at which such designee is up for election, the Company shall cause such TMP Purchaser Designee to be (i) four ▇▇▇▇▇ Directors for so long as ▇▇. ▇▇▇▇▇ Beneficially Owns at least 25% of appointed to the outstanding shares of Common Stock (on a Fully Diluted Basis), Board. (ii) three ▇▇▇▇▇ Directors for so long as ▇▇Any vacancy in the position of a TMP Purchaser Designee shall only be filled with another TMP Purchaser Designee. ▇▇▇▇▇ Beneficially Owns at least 20% but less than 25% Any vacancy created by any removal of a TMP Purchaser Designee or an election of the outstanding shares Purchasers to defer appointing one or more TMP Purchaser Designees shall also only be filled with another TMP Purchaser Designee. The Company shall not take any action to remove any TMP Purchaser Designee or fill a vacancy reserved for a TMP Purchaser Designee without the consent of Common Stock the Purchasers. Any replacement TMP Purchaser Designees shall be appointed to the Board promptly following notice from the Purchasers and in any event, within two (on a Fully Diluted Basis), 2) Business Days. (iii) two ▇▇▇▇▇ Directors for so long as ▇▇. ▇▇▇▇▇ Beneficially Owns at least 15% but less than 20% Each TMP Purchaser Designee shall be given notice of (in the same manner that notice is given to other members of the outstanding shares of Common Stock Board) all meetings (on a Fully Diluted Basis)whether in person, telephonic or (ivotherwise) one ▇▇▇▇▇ Director for so long as ▇▇. ▇▇▇▇▇ Beneficially Owns at least 5% but less than 15% of the outstanding shares Board, including all committee meetings with respect to committees on which such TMP Purchaser Designee serves. Each TMP Purchaser Designee shall receive a copy of Common Stock (on a Fully Diluted Basis)all notices, agendas and other materials distributed to the Board, whether provided to directors in advance or during or after any meeting, regardless of whether such TMP Purchaser Designee will be in attendance at the meeting. (d) ▇▇In addition to any other indemnification rights the TMP Purchaser Designees have pursuant to this Agreement, the Certificate of Incorporation and the Bylaws, each such TMP Purchaser Designee that serves on the Board shall have the right to enter into, and the Company agrees to enter into, an Indemnification Agreement and a side letter contemplated by Section 6.1(j). ▇▇▇▇▇ The Company shall cause holders maintain director and officer insurance covering the TMP Purchaser Designees on the same terms and with the same amount of Class A Common Stock coverage as is provided to exercise their rights other members of the Board. The Company shall reimburse the reasonable expenses incurred by the TMP Purchaser Designees in connection with attending (whether in person or telephonically) all meetings of the Board or committees thereof or other Company related meetings to elect Class A Directors the same extent as all other members of the Board are reimbursed for such expenses (or, in order case any such expense reimbursement policy shall apply only to effectuatenon-employee directors, to the same extent necessaryas all other non-employee directors). The TMP Purchaser Designees shall be entitled to the same compensation for service on the Board, including, without limitation, cash fees, stock options, restricted stock and other equity awards, as is provided to other non-employee directors. (e) The Company and the Purchasers shall take or cause to be taken all lawful action necessary to ensure at all times as of and following the Closing Date that the Organizational Documents of the Company are not inconsistent with the provisions contained in of this Section 2.01; provided, however, notwithstanding anything contained in this Section 2.01 to Agreement and the contrary, for so long as any shares of Class A Common Stock are outstanding and entitled to elect Class A Directors, holders of shares of Class A Common Stock shall have Transaction Documents or the sole right to elect Class A Directorstransactions contemplated hereby or thereby.

Board Representation. Each Stockholder shall vote all of the Common Stock Equivalents over which such person has voting control (the "Voting Securities") and shall take all other necessary and desirable actions within his or its control (whether in his capacity 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 purpose of obtaining a quorum and execution of written consents in lieu of meetings), and the Company shall take all necessary or desirable actions within its control (including, without limitation, nominating candidates for election, calling special board and stockholder meetings) so that: (a) In accordance with the Certificate of Designation and subject following persons shall be elected to the rights Board at each election of holders directors: (i) prior to the Company's Initial Public Offering for so long as Warburg and its Affiliates (the "Warburg Entities") together continue to own a majority of the Company's serial preferred stockoutstanding Series A Preferred Stock (appropriately adjusted for any stock splits, as of consolidations and the date hereof like) and (ii) following the Company's Initial Public Offering for so long as the Stockholders shall be entitled to nominate Warburg Entities hold at least one Director pursuant to Section 2.01(b), 5% of the Board shall consist oustanding Common Stock of 11 members, initially consisting of the Company: (i) four Stockholder Directors, (ii) four ▇▇▇▇▇ Directors and (iii) three Independent Common Stock Directors recommended two candidates designated by the Nominating Committee and approved by Warburg Entities provided, however, that the BoardWarburg Entities shall have the right to designate only one candidate if the number of directors comprising the Board of Directors is set at less than four. (b) Each the following persons shall be elected to the Board at each election of ▇▇. ▇▇▇▇▇ directors from and after the Stockholders shall vote all Restricted Securities Beneficially Owned by him or it, as date hereof and until the case may be, to cause, and closing of the parties hereto each shall otherwise use its best efforts to cause, there to be Company's Initial Public Offering: (i) four Stockholder Directors for Two candidates designated by the Existing Stockholders. (ii) For so long as the Stockholders Beneficially Own at least 25% Warburg Entities together continue to hold a majority of the Company's outstanding shares of Common Series A Preferred Stock (on a Fully Diluted Basisappropriately adjusted for any stock splits, consolidations and the like), (ii) three Stockholder Directors for so long as two candidates who are satisfactory to the Stockholders Beneficially Own at least 20% but less than 25% of Warburg Entities and the outstanding shares of Common Stock (on a Fully Diluted Basis), (iii) two Stockholder Directors for so long as the Stockholders Beneficially Own at least 15% but less than 20% of the outstanding shares of Common Stock (on a Fully Diluted Basis), or (iv) one Stockholder Director for so long as the Stockholders Beneficially Own at least 5% but less than 15% of the outstanding shares of Common Stock (on a Fully Diluted Basis)Company. (c) Each of ▇▇. ▇▇▇▇▇ and the Stockholders shall vote all Restricted Securities Beneficially Owned by him or it, as In the case may beof any vacancy in the office of a director elected pursuant to this Section 8, a successor shall be elected to cause, and hold office for the parties hereto each shall otherwise use its best efforts to cause, there to be (i) four ▇▇▇▇▇ Directors for so long as ▇▇. ▇▇▇▇▇ Beneficially Owns at least 25% unexpired term of such director by the affirmative vote of the outstanding shares of Common Stock (on a Fully Diluted Basis), (ii) three ▇▇▇▇▇ Directors for so long as ▇▇. ▇▇▇▇▇ Beneficially Owns at least 20% but less than 25% holders of the outstanding shares entitled to vote for such director pursuant to this Section 8, voting at a special meeting of Common Stock (on a Fully Diluted Basis), (iii) two ▇▇▇▇▇ Directors such stockholders duly called for so long as ▇▇. ▇▇▇▇▇ Beneficially Owns at least 15% but less than 20% that purpose or by the majority written consent of the outstanding shares of Common Stock (on a Fully Diluted Basis), or (iv) one ▇▇▇▇▇ Director for so long as ▇▇. ▇▇▇▇▇ Beneficially Owns at least 5% but less than 15% of the outstanding shares of Common Stock (on a Fully Diluted Basis)such shareholders. (d) ▇▇. ▇▇▇▇▇ shall cause holders The Company agrees to provide to each member of Class A Common Stock its Board of Directors and to exercise their each individual having contractual observer rights to elect Class A Directors in order to effectuate, to on the extent necessary, the provisions contained in this Section 2.01; provided, however, notwithstanding anything contained in this Section 2.01 to the contrary, for so long as any shares Board of Class A Common Stock are outstanding and entitled to elect Class A Directors, holders in each case together with the investor with which such member or observer is affiliated, customary indemnification for liabilities to which such parties and affiliates may be subject by virtue of shares their status as a director or alleged controlling person of Class A Common Stock shall have the sole right to elect Class A DirectorsCompany.

Board Representation. (a) In accordance with At the Certificate Closing, unless the Purchase Price is, at the election of Designation and subject the Buyer, paid all in cash, as provided in Section 1.04(b)(2)(iii), Seller shall have the right to Board representation proportionate to the rights ownership percentage represented by its holdings relative to the total outstanding shares of holders of 2d Stock, calculated on a non-diluted basis (as hereinabove defined) and rounded downward to the Company's serial preferred stocknearest whole number but not less than one ("Proportionate Representation"); provided, as of the date hereof and for so long as the Stockholders however, such representation shall be entitled to nominate at least one Director pursuant to Section 2.01(b), the Board shall consist of 11 members, initially consisting of by Mark ▇▇▇▇ (i"▇yne") four Stockholder Directors, (ii) four or Kevi▇ ▇▇▇▇▇▇▇▇▇▇ Directors and (iii"▇ermeister") three Independent Common Stock Directors recommended or any other person designated by the Nominating Committee Seller and approved by the Board. (b) Each of ▇▇2d each in its complete discretion. ▇▇▇▇▇ and the Stockholders shall vote all Restricted Securities Beneficially Owned by him or itThereafter, as the case may be, to cause, and the parties hereto each shall otherwise use its best efforts to cause, there to be (i) four Stockholder Directors for so long as the Stockholders Beneficially Own Seller continues to hold not less than one-half of the 2d Stock issued to the Seller pursuant hereto, the Seller will be entitled to at least 25% one seat on the Board of Directors of 2d, and at the request of the outstanding shares Seller, 2d shall hold meetings of Common Stock (on its Board of Directors not less frequently than four times a Fully Diluted Basis)year, (ii) three Stockholder at which management of 2d shall discuss 2d's performance, prospects and strategies. Until the Disposition Date, 2d shall also cause Dyne, Bermeister or a designee of the Seller approved by 2d to be nominated as a member of the Board of Directors for so of 2d as one of the nominees nominated by 2d's Board of Directors, and shall use its reasonable best efforts to cause Dyne, Bermeister or a designee of the Seller approved by 2d to be elected as such. So long as the Stockholders Beneficially Own at least 20% but less than 25% Seller is entitled to Board representation, Seller shall also be entitled to proportionate representation, as determined by the first sentence of this Section 4.07(a), on each committee of the outstanding shares Board of Common Stock (Directors and on a Fully Diluted Basis)the Board of Directors and each committee of each subsidiary of 2d. At least one of Dyne, (iii) two Stockholder Directors for so long as Bermeister or the Stockholders Beneficially Own at least 15% but less than 20% designee of the outstanding shares of Common Stock (on Seller approved by 2d shall initially hold a Fully Diluted Basis), or (iv) one Stockholder Director for so long as Board seat with the Stockholders Beneficially Own at least 5% but less than 15% of the outstanding shares of Common Stock (on a Fully Diluted Basis). (c) Each of ▇▇. ▇▇▇▇▇ and the Stockholders shall vote all Restricted Securities Beneficially Owned by him or it, as the case may be, to cause, and the parties hereto each shall otherwise use its best efforts to cause, there to be (i) four ▇▇▇▇▇ Directors for so long as ▇▇. ▇▇▇▇▇ Beneficially Owns at least 25% of the outstanding shares of Common Stock (on a Fully Diluted Basis), (ii) three ▇▇▇▇▇ Directors for so long as ▇▇. ▇▇▇▇▇ Beneficially Owns at least 20% but less than 25% of the outstanding shares of Common Stock (on a Fully Diluted Basis), (iii) two ▇▇▇▇▇ Directors for so long as ▇▇. ▇▇▇▇▇ Beneficially Owns at least 15% but less than 20% of the outstanding shares of Common Stock (on a Fully Diluted Basis), or (iv) one ▇▇▇▇▇ Director for so long as ▇▇. ▇▇▇▇▇ Beneficially Owns at least 5% but less than 15% of the outstanding shares of Common Stock (on a Fully Diluted Basis). (d) ▇▇. ▇▇▇▇▇ shall cause holders of Class A Common Stock to exercise their rights to elect Class A Directors in order to effectuate, longest remaining term prior to the extent necessary, the provisions contained in this Section 2.01; provided, however, notwithstanding anything contained in this Section 2.01 to the contrary, for so long as any shares next election of Class A Common Stock are outstanding and entitled to elect Class A Directors, holders if the 2d Board of Directors is divided into classes of Directors having multiple-year terms expiring in successive years. Notwithstanding the foregoing, in the event of a transfer of shares of Class A Common 2d Stock shall have issued to the sole right to elect Class A Directors.Seller pursuant hereto and of the rights of the Seller granted hereunder

Board Representation. (a) In accordance with the Certificate of Designation and subject to the rights of holders of the Company's serial preferred stock, as of the date hereof and for so long as the Stockholders shall be entitled to nominate at least one Director pursuant to Section 2.01(b), the Board shall consist of 11 members, initially consisting of (i) four Stockholder Directors, (ii) four ▇▇▇▇▇▇▇ Directors agrees and (iii) three Independent Common Stock Directors recommended by the Nominating Committee and approved by the Board.acknowledges that: LEGAL_1:30271321.5 (ba) Each from and after the date of ▇▇. ▇▇▇▇▇ this Agreement, each of Pacific Road and Minco shall have the Stockholders shall vote all Restricted Securities Beneficially Owned right to have appointed or elected to the Board a number of nominees (the “Nominees”) for so long as Pacific Road or Minco, as applicable, holds at least 15% of the issued and outstanding Xtierra Common Shares, a number of Nominees which results in representation of each of Pacific Road and Minco on the Board which is at least proportionate to the proportion of the total number of Xtierra Common Shares held by him each of Pacific Road and Minco and otherwise calculated on the basis of the number of the Xtierra Common Shares issued and outstanding, rounded to the nearest whole number (but in any case not less than one Nominee); in each case, subject to TSXV approval of the Nominees, Xtierra will ensure that such Nominees are appointed to the Board as soon as possible after the date of this Agreement and upon request of Pacific Road or itMinco, as the case may be, to causeand in any event within 20 days of such date (by way of resignation and replacement of existing Board member(s) by the Nominee(s)), and provided that if the parties hereto each Nominee(s) are not so appointed or elected within 20 days then Xtierra shall otherwise use its best efforts to cause, there cause a shareholder meeting to be held as soon as possible for the purposes of seeking approval to effect same; (ib) four Stockholder Directors Xtierra shall ensure that the Nominees of each of Pacific Road and Minco are included in the group of individuals which are nominated by Xtierra (or the Board or management of Xtierra) at each shareholder meeting of Xtierra during the term hereof which is held, provided that such Nominees are eligible to be directors of Xtierra under applicable Law; (c) subject to Section 7.1(g), should a Nominee of Pacific Road or Minco be put forward for election as a director to the Board by Xtierra, or be appointed to the Board by the Board, in either case at a time when each of Pacific Road and/or Minco is not entitled to such appointment or election under this Section 7.1, such appointment or election shall nevertheless be valid and such director need not resign; (d) the number of directors on the Board shall not be increased without the consent of Pacific Road and Minco; (e) for so long as Pacific Road and Minco have the Stockholders Beneficially Own rights hereunder to the appointment or election of one or more Nominees to the Board, Xtierra shall ensure that at least 25% one Nominee is appointed to each committee of the outstanding shares Board and each other committee formed by Xtierra (or the Board or management of Common Stock (on a Fully Diluted BasisXtierra), (ii) three Stockholder Directors provided that such Nominees are qualified to be on such committee pursuant to applicable Law; For certainty, the parties agree that such Nominees shall be “qualified” for so long purposes of this Agreement if such Nominees are qualified for purposes of applicable corporate Laws and Securities Laws and shall not be disqualified as the Stockholders Beneficially Own at least 20% but less than 25% a result of the outstanding shares such Nominees not being “independent” for purposes of Common Stock (on a Fully Diluted Basis), (iii) two Stockholder Directors for so long as the Stockholders Beneficially Own at least 15% but less than 20% of the outstanding shares of Common Stock (on a Fully Diluted Basis), or (iv) one Stockholder Director for so long as the Stockholders Beneficially Own at least 5% but less than 15% of the outstanding shares of Common Stock (on a Fully Diluted Basis).applicable Securities Laws; LEGAL_1:30271321.5 (cf) Each each of ▇▇. ▇▇▇▇▇ Pacific Road and Minco shall be entitled to replace Nominees upon notice to Xtierra, and upon such notice or upon the Stockholders death, inability to act or resignation of any Nominee, Xtierra shall vote all Restricted Securities Beneficially Owned ensure that one or more different Nominees nominated by him Pacific Road or itMinco, as the case may be, to cause, and shall be appointed as a director by filling the parties hereto each shall otherwise use its best efforts to cause, there vacancy created by the resignation of such Nominee to be replaced; (ig) four Xtierra shall maintain reasonable and customary directors’ and officers’ liability insurance coverage for any Nominees as directors of Xtierra and shall ensure that the indemnification arrangements in place for other Board members apply equally to the Nominees. (h) Notwithstanding the above, Pacific Road has determined that it will have only one Nominee to the Board and one member of the audit committee at the present time, being ▇▇▇ ▇▇▇▇▇ Directors for so long as ▇▇. ▇▇▇▇▇ Beneficially Owns at least 25% of , without limiting the outstanding shares of Common Stock (on a Fully Diluted Basis), (ii) three ▇▇▇▇▇ Directors ability for so long as ▇▇. ▇▇▇▇▇ Beneficially Owns at least 20% but less than 25% of the outstanding shares of Common Stock (on a Fully Diluted Basis), (iii) two ▇▇▇▇▇ Directors for so long as ▇▇. ▇▇▇▇▇ Beneficially Owns at least 15% but less than 20% of the outstanding shares of Common Stock (on a Fully Diluted Basis), or (iv) one ▇▇▇▇▇ Director for so long as ▇▇. ▇▇▇▇▇ Beneficially Owns at least 5% but less than 15% of the outstanding shares of Common Stock (on a Fully Diluted Basis). (d) ▇▇. ▇▇▇▇▇ shall cause holders of Class A Common Stock Pacific Road to elect to exercise their its rights to elect Class A Directors in order to effectuate, to greater representation on the extent necessary, the provisions contained in this Section 2.01; provided, however, notwithstanding anything contained in this Section 2.01 to the contrary, for so long as Board or such committee at any shares of Class A Common Stock are outstanding and entitled to elect Class A Directors, holders of shares of Class A Common Stock shall have the sole right to elect Class A Directorstime.

Board Representation. (a) In accordance For so long as either (i) not less than $1,000,000 of Obligations under the Purchased Debenture remain outstanding or (ii) the Percentage of Outstanding Common Shares is equal to or greater than 10%, (A) the number of directors constituting the full Company Board (the “Board Size”) shall be no more than nine directors, unless Archerwill otherwise agrees, and (B) the Company Board shall not (I) propose or resolve to increase the Board Size, except with the Certificate prior written consent of Designation Archerwill, in its sole discretion, (II) present a slate of Company Nominees to the Company Shareholders for election to the Company Board that is greater than the Board Size or (III) except with the prior written consent of Archerwill, in its sole discretion, and subject to the rights of holders obligations of the Company's serial preferred stock, as directors of the date hereof and for so long as Company to comply with their fiduciary duties under applicable Law, fail to recommend against any proposal by the Stockholders shall be entitled Company Shareholders to nominate at least one Director pursuant to Section 2.01(b), increase the Board shall consist of 11 members, initially consisting of (i) four Stockholder Directors, (ii) four ▇▇▇▇▇ Directors and (iii) three Independent Common Stock Directors recommended by the Nominating Committee and approved by the BoardSize. (b) Each of ▇▇. ▇▇▇▇▇ and the Stockholders shall vote all Restricted Securities Beneficially Owned by him or itSubject to Section 3.1(c), as the case may be, to cause, and the parties hereto each shall otherwise use its best efforts to cause, there to be (i) four Stockholder Directors for so long as either (i) not less than $1,000,000 of Obligations under the Stockholders Beneficially Own at least 25% of the Purchased Debenture remain outstanding shares of Common Stock (on a Fully Diluted Basis), or (ii) three Stockholder Directors the Percentage of Outstanding Common Shares is equal to or greater than 10%, and the Board Size is no more than nine directors, the Company covenants and agrees to nominate for so long election as directors to the Stockholders Beneficially Own Company Board at least 20% but less than 25% any meeting of the outstanding shares Company Shareholders at which directors of Common Stock the Company are to be elected two individuals designated in writing to the Company by Archerwill in its discretion pursuant to Archerwill’s rights set forth in this Agreement (each an “Archerwill Nominee” and collectively, the “Archerwill Nominees”); provided, that (A) all such individuals shall have such skills and experience reasonably consistent with other individuals who hold directorships on a Fully Diluted Basis)companies listed on the Exchange, (iiiB) two Stockholder Directors for so long each Archerwill Nominee shall acknowledge to the Company that, upon appointment to the Company Board, such Archerwill Nominee shall be required to act in accordance with its fiduciary duties and otherwise in accordance with applicable Law, including as to disclosure of any interest that such Archerwill Nominee has in a material contract or material transaction, whether made or proposed, with the Stockholders Beneficially Own Company, as required pursuant to the Canada Business Corporations Act, and (C) if, in order to prevent the Company from failing to comply with applicable Law, including the rules of any stock exchange on which the Common Shares are then listed, such individual shall satisfy such criteria or, if such criteria can be met as of such nominee’s appointment to the Company Board rather than at least 15% but less than 20% the time of nomination without violating the outstanding shares applicable Law, as of Common Stock (on a Fully Diluted Basis), or (iv) one Stockholder Director for so long as such nominee’s appointment to the Stockholders Beneficially Own at least 5% but less than 15% of the outstanding shares of Common Stock (on a Fully Diluted Basis)Company Board. (c) Each of ▇▇. ▇▇▇▇▇ and the Stockholders shall vote all Restricted Securities Beneficially Owned by him or itFor greater certainty, as the case may be, to cause, and the parties hereto each shall otherwise use its best efforts to cause, there to be (i) four ▇▇▇▇▇ Directors for so long as ▇▇. ▇▇▇▇▇ Beneficially Owns at least 25% either (i) not less than $1,000,000 of Obligations under the Purchased Debenture remain outstanding shares of Common Stock (on a Fully Diluted Basis), or (ii) three ▇▇▇▇▇ Directors the Percentage of Outstanding Common Shares is equal to or greater than 10%, Archerwill shall have the right to nominate for so long election as ▇▇. ▇▇▇▇▇ Beneficially Owns at least 20% but less than 25% directors to the Company Board the greater of (A) two individuals; and (B) a number of individuals that represents 2/9ths of the outstanding shares number of Common Stock directors comprising the Company Board (on a Fully Diluted Basis), (iii) two ▇▇▇▇▇ Directors for so long as ▇▇. ▇▇▇▇▇ Beneficially Owns at least 15% but less than 20% of rounded up to the outstanding shares of Common Stock (on a Fully Diluted Basis), or (iv) one ▇▇▇▇▇ Director for so long as ▇▇. ▇▇▇▇▇ Beneficially Owns at least 5% but less than 15% of the outstanding shares of Common Stock (on a Fully Diluted Basisnext whole number). (d) ▇▇. ▇▇▇▇▇ For so long as Archerwill is entitled to designate one or more Archerwill Nominees, the Company shall cause holders (i) include the Archerwill Nominees in the notice of Class A Common Stock to exercise their rights to elect Class A Directors in order to effectuatemeeting, the management information circular, proxy statement and form of proxy relating to the extent necessaryapplicable meeting of Company Shareholders as nominees of management, and (ii) (subject to the obligations of the directors of the Company to comply with their fiduciary duties under applicable Law) recommend in favor of, and solicit proxies from the Company Shareholders in favor of, the provisions contained election of the Archerwill Nominees in a manner no less favorable than the manner in which the Company supports other nominees for election at any such meeting. (e) The Company shall not do anything to frustrate or hinder the election of the Archerwill Nominees, including supporting any competing nominee for election as directors to the Company Board in any manner whatsoever. (f) Notwithstanding anything in this Agreement to the contrary, a failure by Archerwill to designate any and all Archerwill Nominees that it is entitled to designate pursuant to this Section 2.013.1 at any time shall not restrict the ability of Archerwill to designate such Archerwill Nominees at any time in the future. (g) If an Archerwill Nominee fails to be elected by the Company Shareholders as a director of the Company, Archerwill shall have the right to designate such individual as an observer to the Company Board (each such individual, a “Board Observer”). Each Board Observer shall be entitled to (i) receive notice of and to attend meetings of the Company Board, (ii) take part in discussions and deliberations of matters brought before the Company Board, (iii) receive notices, consents, minutes, documents and other information and materials that are sent to members of the Company Board, and (iv) receive copies of any written resolutions proposed to be adopted by the Company Board, including any resolution as approved, each at substantially the same time and in substantially the same manner as the members of the Company Board, except that the Board Observer will not be entitled to vote on any matters brought before the Board. The Board Observer will not be entitled to any compensation from the Company; provided, however, notwithstanding that all reasonable expenses of the Board Observer shall be reimbursed by the Company. (h) In the event that any Archerwill Nominee ceases to serve as a director of the Company for any reason, including (A) death, disability, resignation, or removal, (B) the failure of an Archerwill Nominee to be elected at a meeting of the Company Shareholders, (C) upon any other vacancy with respect to an Archerwill Nominee, or (D) upon the inability of any Archerwill Nominee to serve as director of the Company pursuant to applicable Laws, including any circumstances where such Archerwill Nominee is unable or not permitted to serve as director in connection with obtaining any required security clearance necessary for occupying any of the prescribed roles under the Cannabis Act necessary for the Company or the Subsidiaries to maintain their licences, authorizations, approvals, or registrations under the Cannabis Act, the Company shall cause the Company Board to appoint as soon as practicable a replacement Archerwill Nominee in accordance with this Agreement and applicable Law to fill the vacancy caused thereby; provided that Archerwill remains eligible to nominate such Archerwill Nominee pursuant to Section 3.1(b) or Section 3.1(c). Notwithstanding anything contained to the contrary set forth in Section 3.1(a), if the Company is prevented by applicable Law from filling a vacancy with an Archerwill Nominee in accordance with the foregoing sentence of this Section 2.01 3.1(h), the Company Board shall, to the contrarymaximum extent permitted by applicable Law, for promptly resolve to increase the Board Size until the next meeting of the Company Shareholders and appoint such replacement Archerwill Nominee(s) to the Company Board. (i) For so long as any shares either (i) not less than $1,000,000 of Class A Obligations under the Purchased Debenture remain outstanding or (ii) the Percentage of Outstanding Common Stock are outstanding and Shares is equal to or greater than 10%, Archerwill is entitled to elect Class A Directorsdesignate one of the Archerwill Nominees, holders to be appointed to each committee established by the Company Board, including, for certainty, any ad hoc committee, special committee, strategic advisory committee or other similarly constituted committee of shares of Class A Common Stock shall the Company Board formed for the purposes of, among other things, reviewing, considering or evaluating regulatory issues, strategic initiatives or material transactions involving the Company and/or its Subsidiaries; provided that, if no Archerwill Nominee is Independent, Archerwill shall, if permitted by applicable Law, have the sole right to elect Class A Directorsdesignate as an observer to the Company Audit Committee one Archerwill Nominee (with the terms and conditions of the second sentence of Section 3.1(g) applying mutatis mutandis), but in no event shall any Archerwill Nominee be appointed to any Independent Committee if no Archerwill Nominee is Independent; provided, further, that if Archerwill provides written notice to the Company Board that it is electing to exercise its right under Section 2.1, any Archerwill Nominee appointed to, or acting as an observer of, an Independent Committee formed for the purpose of considering an Acquisition Proposal shall withdraw from such Independent Committee. (j) Subject to Section 5.4 and the obligations of the directors of the Company to comply with their fiduciary duties under applicable Law, each Archerwill Nominee who serves on the Company Board or a committee thereof shall be at liberty from time to time to make disclosure to any member of the Archerwill Group of information relating to the Company or any Company Related Person. (k) The Company shall use its reasonable best efforts to maintain in force a directors’ and officers’ insurance policy, with coverage and on terms no less favourable to the directors and officers of the Company in the opinion of the Archerwill Nominees, acting reasonably. The Company shall enter into customary indemnification agreements with each Archerwill Nominee in a form acceptable to such Archerwill Nominee. In the event that the Company consolidates with, merges with or into, or sells, conveys, transfers, leases or otherwise disposes of all or substantially all of its property and assets (in one transaction or a series of related transactions) to any Person and the Company is not the surviving entity, the Company shall cause any successor entity to assume in writing all of the obligations of the Company under any such indemnification agreement.

Board Representation. (a) In accordance with the Certificate The Board of Designation and subject to the rights of holders Directors of the Company's serial preferred stock, as Company shall initially consist of the date hereof and for so long as the Stockholders shall be entitled to nominate at least one Director pursuant nine (9) individuals. Subject to Section 2.01(b), the Board shall consist of 11 members, initially consisting of (i) four Stockholder Directors2.1.3, (ii) four ▇▇▇▇▇ Directors the Majority DFJ Holders ------------- will be entitled to designate one (1) director, and (iiiii) three Independent the Majority Capital Z Holders will be entitled to designate two (2) directors; provided, however, that -------- ------- if the size of the Board of Directors of the Company is increased, then the Majority Capital Z Holders will be entitled to designate such additional number of directors, if any, such that the total number of directors designated by the Majority Capital Z Holders pursuant to this sentence shall not represent (as a percentage of the total number of directors) less than the total percentage of all shares of Fully-Diluted Common Stock Directors recommended represented by the Nominating Committee and approved shares of Fully- Diluted Common Stock owned by the Board.Capital Z Holders (in the event such percentage would result in the Majority Capital Z Holders being entitled to any fractional director, rounding down to the nearest whole number of directors). The existence of the right, pursuant to this Section 2.1.1(a), on the part of ---------------- the Majority DFJ Holders and the Majority Capital Z Holders to designate certain directors will in no way limit or impair the right of the Majority DFJ Holders and the Majority Capital Z Holders to vote their shares of Voting Stock of the Company as they see fit with respect to the election of persons to fill seats on the Board of Directors other than the seats filled as a result of the designation rights under this Section 2.1.1(a). ---------------- (b) Each of ▇▇. ▇▇▇▇▇ and the Stockholders Holder shall vote his or its shares of Voting Stock at any regular or special meeting of stockholders of the Company or in any written consent executed in lieu of such a meeting of stockholders and shall take all Restricted Securities Beneficially Owned other actions necessary to give effect to the agreements contained in this Stockholders Agreement (including without limitation the election of persons designated by him the Majority DFJ Holders and/or the Majority Capital Z Holders to be elected as directors as described in the preceding paragraph) and to ensure that the Certificate of Incorporation and bylaws of the Company do not, at any time hereafter, conflict in any respect with the provisions of this Stockholders Agreement. In order to effectuate the provisions of this Section 2.1, each ----------- Holder hereby agrees that when any action or itvote is required to be taken by such Holder pursuant to this Stockholders Agreement, such Holder shall use his or its best efforts to call, or cause the appropriate officers and directors of the Company to call, a special or annual meeting of stockholders of the Company, as the case may be, or execute or cause to causebe executed a consent in writing in lieu of any such meetings pursuant to Section 228(a) of the General Corporation Law of the State of Delaware. (c) From and after the Effective Time, the GS Holders shall have the right to designate one individual to observe all meetings of the Board of Directors of the Company and to receive concurrently with the parties hereto each Directors all notices of meetings and all distributions of materials to such Board of Directors. In the event that at any time there is or is created any executive, operating or other similar committee or subcommittee of the Board of Directors, ▇▇▇▇▇▇▇ Sachs Group shall have the right to designate an individual to observe the meetings of such committee or subcommittee and to be included in all distributions of materials distributed to the members of such committee or subcommittee. ▇▇▇▇▇▇▇ ▇▇▇▇▇ Group shall have the right to appoint any successor to any such designee. Such designee may be excluded from any meeting if (but only to the extent that) the Board of Directors determines, on advice of counsel, that such exclusion is necessary to preserve an otherwise available attorney-client privilege; provided -------- that the Company shall use its best efforts to cause, there minimize the frequency and length of any such exclusion and shall in any event keep such designee informed as to the general nature and substance of all matters reviewed during the designee's absence. Such designee shall be (i) four Stockholder Directors for so long subject to the provisions of Section 8.4 to the same extent as the Stockholders Beneficially Own at least 25% of the outstanding shares of Common Stock (on a Fully Diluted Basis), (ii) three Stockholder Directors for so long as the Stockholders Beneficially Own at least 20% but less than 25% of the outstanding shares of Common Stock (on a Fully Diluted Basis), (iii) two Stockholder Directors for so long as the Stockholders Beneficially Own at least 15% but less than 20% of the outstanding shares of Common Stock (on a Fully Diluted Basis), or (iv) one Stockholder Director for so long as the Stockholders Beneficially Own at least 5% but less than 15% of the outstanding shares of Common Stock (on a Fully Diluted Basis). (c) Each of ▇▇. ▇▇▇▇▇ and the Stockholders shall vote all Restricted Securities Beneficially Owned by him or it, as the case may be, to cause, and the parties hereto each shall otherwise use its best efforts to cause, there to be (i) four ▇▇▇▇▇ Directors for so long as ▇▇. ▇▇▇▇▇ Beneficially Owns at least 25% of the outstanding shares of Common Stock (on a Fully Diluted Basis), (ii) three ▇▇▇▇▇ Directors for so long as ▇▇. ▇▇▇▇▇ Beneficially Owns at least 20% but less than 25% of the outstanding shares of Common Stock (on a Fully Diluted Basis), (iii) two ▇▇▇▇▇ Directors for so long as ▇▇. ▇▇▇▇▇ Beneficially Owns at least 15% but less than 20% of the outstanding shares of Common Stock (on a Fully Diluted Basis), or (iv) one ▇▇▇▇▇ Director for so long as ▇▇. ▇▇▇▇▇ Beneficially Owns at least 5% but less than 15% of the outstanding shares of Common Stock (on a Fully Diluted Basis)Sachs Group. (d) ▇▇. ▇▇▇▇▇ shall cause holders of Class A Common Stock to exercise their rights to elect Class A Directors in order to effectuate, to the extent necessary, the provisions contained in this Section 2.01; provided, however, notwithstanding anything contained in this Section 2.01 to the contrary, for so long as any shares of Class A Common Stock are outstanding and entitled to elect Class A Directors, holders of shares of Class A Common Stock shall have the sole right to elect Class A Directors.

Board Representation. (a) In accordance with the Certificate of Designation and subject to the rights of holders of the Company's serial preferred stock, As soon as of reasonably practicable following the date hereof and for so long as the Stockholders shall be entitled to nominate at least one Director pursuant to Section 2.01(b(and, in any event, within thirty (30) days), the Company shall take all actions necessary to enlarge the Board shall consist of 11 members, initially consisting of (i) four Stockholder Directors, (ii) four ▇▇▇▇▇ Directors by one member and (iii) three Independent Common Stock Directors recommended by the Nominating Committee and approved by the Board. (b) Each of appoint ▇▇. ▇▇▇▇▇ Al Marzooqi to the Board of Directors in accordance with Sections 5.4(b) and the Stockholders shall vote all Restricted Securities Beneficially Owned by him or it, 5.4(c). (b) For so long as the case may be, to cause, and the parties hereto each shall otherwise use its best efforts to cause, there to be (i) four Stockholder Directors for so long as the Stockholders Beneficially Own at least 25% Purchaser (together with its Affiliates) has Beneficial Ownership of the outstanding a number of shares of Common Stock not less than the Closing Shares (on a Fully Diluted Basis)as adjusted for any stock splits, stock dividends, recapitalizations or similar transactions) and (ii) three Stockholder there does not exist a Material Breach (each, a “Termination Event”), the Purchaser shall have the right to designate to the Board of Directors for so long one individual; provided, however, that such individual must (A) be qualified to serve as the Stockholders Beneficially Own at least 20% but less than 25% a member of the outstanding shares Board of Common Stock Directors under all applicable legal, regulatory and stock exchange requirements and (on a Fully Diluted Basis), (iiiB) two Stockholder Directors for so long as the Stockholders Beneficially Own at least 15% but less than 20% agree to comply with all of the outstanding shares of Common Stock Company’s policies and rules applicable to the Company’s directors (on a Fully Diluted Basis)clauses (A) and (B) together, or (iv) one Stockholder the “Director for so long as the Stockholders Beneficially Own at least 5% but less than 15% of the outstanding shares of Common Stock (on a Fully Diluted BasisRequirements”). (c) Each Prior to designating any director, the Purchaser shall, to the extent requested in writing by the Company, enter into a written agreement with such director whereby such director agrees to resign as a member of ▇▇the Board of Directors upon a Termination Event or at the Purchaser’s request, as applicable. ▇▇▇▇▇ The Purchaser acknowledges and agrees that such an agreement is in the best interest of the Company and the Stockholders Purchaser, and that the Company shall vote all Restricted Securities Beneficially Owned by him or it, as be a third- party beneficiary of the case may be, to causeterms and conditions of such an agreement, and the parties hereto each Company shall otherwise use its best efforts have the right to cause, there to be (i) four ▇▇▇▇▇ Directors for so long as ▇▇. ▇▇▇▇▇ Beneficially Owns at least 25% enforce the rights of the outstanding shares Purchaser under such an agreement to the extent such rights arise as a result of Common Stock (on a Fully Diluted Basis), (ii) three ▇▇▇▇▇ Directors for so long as ▇▇. ▇▇▇▇▇ Beneficially Owns at least 20% but less than 25% of the outstanding shares of Common Stock (on a Fully Diluted Basis), (iii) two ▇▇▇▇▇ Directors for so long as ▇▇. ▇▇▇▇▇ Beneficially Owns at least 15% but less than 20% of the outstanding shares of Common Stock (on a Fully Diluted Basis), or (iv) one ▇▇▇▇▇ Director for so long as ▇▇. ▇▇▇▇▇ Beneficially Owns at least 5% but less than 15% of the outstanding shares of Common Stock (on a Fully Diluted Basis)Termination Event. (d) ▇▇. ▇▇▇▇▇ shall cause holders of Class A Common Stock to exercise their rights to elect Class A Directors in order to effectuate, to the extent necessary, the provisions contained in this Section 2.01; provided, however, notwithstanding anything contained in this Section 2.01 to the contrary, for For so long as any shares of Class A Common Stock are outstanding and the Purchaser is entitled to elect Class A Directorsdesignate any individual to the Board of Directors pursuant to this Section 5.4 and subject to the Director Requirements, holders the Company shall take all action reasonably available to it to cause such individual (or any replacement designated by the Purchaser) to be included in the slate of shares nominees recommended by the Board of Class A Common Stock Directors to the Company’s stockholders for election as directors at each annual meeting of the stockholders of the Company (and/or in connection with any election by written consent) and the Company shall use the same efforts to cause the election of such nominee as it uses to cause other nominees recommended by the Board of Directors to be elected, including soliciting proxies in favor of the election of such nominee. (e) In the event that a vacancy is created at any time by the death, disability, retirement, resignation or removal (with or without cause) of a director nominated or designated pursuant to this Section 5.4, or in the event of the failure of any such nominee to be elected, the Purchaser shall have the sole right to designate a replacement who satisfies the Director Requirements to fill such vacancy, or, if applicable, the Company shall take all necessary action to expand the board by one seat and such vacancy shall then be filled by such replacement designated by the Purchaser. The Company shall take all action reasonably available to it to cause such vacancy to be filled by the replacement so designated, and the Board of Directors shall promptly elect Class A such designee to the Board of Directors.

Board Representation. (a) In accordance with the Certificate of Designation and subject to the rights of holders of the Company's serial preferred stock, Effective as of the date hereof and for so long as the Stockholders shall be entitled to nominate at least one Director pursuant to Section 2.01(b)First Closing, the Board shall consist be comprised of 11 members7 members of whom four shall be the Directors immediately prior to the First Closing, initially consisting two shall be designees of the Investor Stockholders and one shall be an Independent Director. The designees of the Investor Stockholders shall have been designated by the Investor Stockholders prior to the First Closing and each such Person shall continue to be an Investor Director until at least the earlier of (i) four Stockholder Directors, the first anniversary of the First Closing and (ii) four the date such Person ceases to be an Affiliate of any Investor Stockholder (whether as a result of death, termination of employment or otherwise). Within three months of the First Closing, the Dedman Stockholders shall des▇▇▇▇▇▇ Directors and (iii) three an Independent Common Stock Directors recommended by Director who shall fill the Nominating Committee and approved by vacancy existing at the BoardFirst Closing. (b) After the First Closing, the Board shall be comprised of 7 members (or the Board may be reduced to 6 members, if the Investor Stockholders (and their assigns) shall be entitled to designate less than two Directors), of whom (i) one shall be an Independent Director, selected as described below, and (ii) (A) two shall be designees of the Investor Stockholders so long as the Investor Stockholders (together with their Permitted Transferees) beneficially own at least 50% of their Initial Interest or (B) one shall be a designee of the Investor Stockholders so long as the Investor Stockholders (together with their Permitted Transferees) beneficially own less than 50% of their Initial Interest but at least 25% of their Initial Interest; provided that the size of the Board may be increased at any time to up to 9 members (and thereafter reduced to not less than 7 members (or 6 members, if the Investor Stockholders (and their assigns) shall be entitled to designate less than two Directors)); provided that if the Board consists of more than 7 members, at least one of the additional member(s) must be an Independent Director who shall be designated by the Dedman Stockholders. If the ▇▇▇▇▇tor Stockholders (together with their Permitted Transferees) beneficially own less than 25% of their Initial Interest, then the Investor Stockholders shall not be entitled to designate any Directors. Each Independent Director shall be selected by the Dedman Stockholders. Each of ▇▇. ▇ ▇▇dman Stockholders, the Inv▇▇▇▇▇ Stockholders and the Company shall take such action as may be required under applicable law to include in the slate of nominees recommended by the Board the designees of the Investor Stockholders and each Independent Director designated by the Dedman Stockholders. Each of ▇▇▇ ▇▇vestor Stockholders agrees that so long as the Dedman Stockholder Group has t▇▇ ▇▇ght to vote an aggregate of 50% or more of the outstanding Voting Securities, the Investor Stockholders shall vote all Restricted Securities Beneficially Owned take such action as may be required under applicable law to include in the slate of nominees recommended by him the Board the Persons designated by the Dedman Stockholder Group to ▇▇▇▇ ▇he positions on the Board not required to be filled by an Independent Director or ita designee of the Investor Stockholders (such Persons, as the case may be, to cause, "Dedman Designees"). (▇) Each of the Dedman Stockholders and the parties hereto each shall otherwise I▇▇▇▇▇▇r Stockholders agrees to vote (and use its best efforts to causecause each of its Permitted Transferees to vote, there to be (i) four Stockholder Directors for so long as the Stockholders Beneficially Own at least 25% of the outstanding shares of Common Stock (on a Fully Diluted Basis), (ii) three Stockholder Directors for so long as the Stockholders Beneficially Own at least 20% but less than 25% of the outstanding shares of Common Stock (on a Fully Diluted Basis), (iii) two Stockholder Directors for so long as the Stockholders Beneficially Own at least 15% but less than 20% of the outstanding shares of Common Stock (on a Fully Diluted Basisif applicable), or (iv) one Stockholder Director for so long as the Stockholders Beneficially Own act by written consent with respect to, any Voting Securities beneficially owned by it, at least 5% but less than 15% each annual or special meeting of stockholders of the outstanding shares Company at which Directors are to be elected or to take all actions by written consent in lieu of Common Stock (on a Fully Diluted Basis). (c) Each any such meeting as are necessary, to cause the designees of ▇▇. the Investor Stockholders, the Dedman Designees and each Inde▇▇▇▇▇▇t Director designated by the Dedman Stockholders to be ele▇▇▇▇ ▇o the Board and to otherwise effect the Stockholders shall vote all Restricted Securities Beneficially Owned by him or it, as intent of the case may be, provisions of Section 5.1(a) and (b). The Company agrees to cause, and the parties hereto each shall otherwise use its best efforts to causecause the election of each such designee to the Board, there including nominating such individuals to be (i) four ▇▇▇▇▇ Directors for so long elected as ▇▇. ▇▇▇▇▇ Beneficially Owns at least 25% members of the outstanding shares of Common Stock (on a Fully Diluted Basis), (ii) three ▇▇▇▇▇ Directors for so long Board as ▇▇. ▇▇▇▇▇ Beneficially Owns at least 20% but less than 25% of the outstanding shares of Common Stock (on a Fully Diluted Basis), (iii) two ▇▇▇▇▇ Directors for so long as ▇▇. ▇▇▇▇▇ Beneficially Owns at least 15% but less than 20% of the outstanding shares of Common Stock (on a Fully Diluted Basis), or (iv) one ▇▇▇▇▇ Director for so long as ▇▇. ▇▇▇▇▇ Beneficially Owns at least 5% but less than 15% of the outstanding shares of Common Stock (on a Fully Diluted Basis)provided herein. (d) 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 Investor Director or Independent Director, the remaining Directors and the Company shall cause the vacancy created thereby to be filled by a new designee as soon as possible, who is designated in the manner and by the persons specified in Section 5.1(b), and the Company, each Investor Stockholder and each Dedman Stockholder hereby agre▇▇ ▇▇ take, at any time and from time to time, all actions necessary to accomplish the same. Upon the written request of the Investor Stockholders, each Dedman Stockholder shall vot▇ (▇▇▇ use its best efforts to cause each of its Permitted Transferees to vote, if applicable), or act by written consent with respect to, all Voting Securities beneficially owned by it and otherwise take or cause to be taken all actions necessary to remove any Investor Director and to elect any replacement Director designated as provided in the first sentence of this Section 5.1(d). Unless an Investor Stockholder shall otherwise request in writing, no Dedman Stockholder or any of i▇▇ ▇▇rmitted Transferees shall take any action to cause the removal of any Investor Directors. At the written request of the Dedman Stockholders, each Inve▇▇▇▇ Stockholder shall take the actions described in the second preceding sentence with respect to any Independent Director designated by the Dedman Stockholders or to a▇▇ ▇▇dman Designee. (▇) ▇▇thout the written consent of the Investor Stockholders, the Company agrees not to take any action that would cause the number of Directors constituting the entire Board to be less than 7 (unless the Investor Stockholders (and their assigns) shall be entitled to designate less than two Directors, in which case, less than 6) or greater than 9 and each Dedman Stockholder and Investo▇ ▇▇▇▇▇ shall kholder agrees to use its best efforts to cause holders the number of Class A Common Stock Directors constituting the entire Board to exercise their rights to elect Class A Directors in order to effectuatebe no less than 7 (or 6, under the circumstances described above) or greater than 9. (f) Except to the extent necessaryspecifically provided for pursuant to Section 2.4, the provisions contained in rights of the Investor Stockholders and its Permitted Transferees granted under this Section 2.01; provided, however5.1 may be exercised only by the Investor Stockholders or any Permitted Transferee that is controlled by any of the Investor Stockholders, notwithstanding anything contained in this Section 2.01 any Transfer to any Permitted Transferee of the contrary, for so long as any shares of Class A Common Stock are outstanding and entitled to elect Class A Directors, holders of shares of Class A Common Stock shall have the sole right to elect Class A DirectorsInvestor Stockholders.

Board Representation. (a) In accordance with The Company agrees to take all actions necessary or appropriate such that, at Closing, the Certificate board of Designation and subject to the rights directors of holders New GX will be comprised of the Company's serial preferred stockten directors, as four of the date hereof and for so long as the Stockholders whom shall be entitled to nominate at least one Director pursuant to Section 2.01(b)nominated by ST Telemedia, the Board four of whom shall consist of 11 members, initially consisting of (i) four Stockholder Directors, (ii) four be nominated by ▇▇▇▇▇ Directors and (iii) three Independent Common Stock Directors recommended by the Nominating Committee and approved by the Board. (b) Each of ▇▇. ▇▇▇▇▇ and two of whom shall be nominated by the Stockholders Creditors Committee. The Investors agree to vote for the director(s) so nominated by the Creditors' Committee. The persons nominated by the Creditors' Committee shall vote all Restricted Securities Beneficially Owned by him or it, as (a) satisfy the case may be, to cause, and the parties hereto each shall otherwise use its best efforts to cause, there to be (i) four Stockholder Directors for so long as the Stockholders Beneficially Own at least 25% "independent" director requirements of the outstanding shares New York Stock Exchange whether or not New GX is listed on such exchange and (b) only be entitled to serve as directors on the board of Common Stock (on a Fully Diluted Basis), (ii) three Stockholder Directors for so long as directors of New GX until the Stockholders Beneficially Own at least 20% but less than 25% second anniversary of the outstanding shares of Common Stock (on a Fully Diluted Basis), (iii) two Stockholder Directors for so long as the Stockholders Beneficially Own at least 15% but less than 20% of the outstanding shares of Common Stock (on a Fully Diluted Basis), or (iv) one Stockholder Director for so long as the Stockholders Beneficially Own at least 5% but less than 15% of the outstanding shares of Common Stock (on a Fully Diluted Basis). (c) Each of ▇▇. ▇▇▇▇▇ and the Stockholders shall vote all Restricted Securities Beneficially Owned by him or it, as the case may be, to cause, and the parties hereto each shall otherwise use its best efforts to cause, there to be (i) four ▇▇▇▇▇ Directors for so long as ▇▇. ▇▇▇▇▇ Beneficially Owns at least 25% of the outstanding shares of Common Stock (on a Fully Diluted Basis), (ii) three ▇▇▇▇▇ Directors for so long as ▇▇. ▇▇▇▇▇ Beneficially Owns at least 20% but less than 25% of the outstanding shares of Common Stock (on a Fully Diluted Basis), (iii) two ▇▇▇▇▇ Directors for so long as ▇▇. ▇▇▇▇▇ Beneficially Owns at least 15% but less than 20% of the outstanding shares of Common Stock (on a Fully Diluted Basis), or (iv) one ▇▇▇▇▇ Director for so long as ▇▇. ▇▇▇▇▇ Beneficially Owns at least 5% but less than 15% of the outstanding shares of Common Stock (on a Fully Diluted Basis). (d) ▇▇. ▇▇▇▇▇ shall cause holders of Class A Common Stock to exercise their rights to elect Class A Directors in order to effectuate, to the extent necessary, the provisions contained in this Section 2.01Closing Date; provided, however, notwithstanding anything contained that if the Investors acquire, in this Section 2.01 the secondary market and not through a primary issuance, in one or more transactions, 50% or more of the New Common Shares outstanding as of the Closing (adjusted for stock splits, combinations and other similar events) and owned by Persons other than the Investors and their Affiliates, then the Creditors' Committee shall only be entitled to nominate one person to the contraryboard of directors of New GX; and provided, further, that if the Investors acquire, in the secondary market and not through a primary issuance, in one or more transactions, 75% or more of the New Common Shares outstanding as of the Closing (adjusted for stock splits, combinations and other similar events) and owned by Persons other than the Investors and their Affiliates, then the Creditors' Committee shall not be entitled to nominate any person to the board of directors of New GX. No director nominated by the Creditors' Committee may be removed as a director of New GX during his elected term other than for cause. If any such director shall cease to serve as a director during his term, the vacancy so created shall be filled by a successor designated by such departing director, or if no such successor is designated, by a successor designated by the remaining director. If New GX does not obtain a Listing (as defined below) on or before the second anniversary of the Closing Date, then for so long as any shares such Listing is not obtained, the Investors shall nominate to the board of Class A Common Stock directors of New GX at least two persons who shall meet the requirements of clause (a) above. In addition, the Company agrees to take all actions necessary or appropriate such that, at the Closing, the directors nominated by the Investors are outstanding appointed as the Chairman of the board of directors of New GX, the Chairman of the Audit Committee (subject to applicable stock exchange regulations), the Chairman of the Compensation Committee, the Chairman of the Executive Committee and entitled to elect Class A Directorsthe Chairman of the Nomination Committee (collectively, holders of shares of Class A Common Stock shall have the sole right to elect Class A Directors"Board Committees").

Board Representation. (a) In accordance with the Certificate of Designation and subject On or prior to the rights of holders of the Company's serial preferred stock, as of the date hereof and for so long as the Stockholders shall be entitled to nominate at least one Director pursuant to Section 2.01(b)Closing Date, the Board of Directors of the Company shall consist of 11 membersbe expanded by two positions, initially consisting of (i) four Stockholder Directors, (ii) four and Mich▇▇▇ ▇. ▇▇▇▇▇▇ Directors and (iii) three Independent Common Stock Directors recommended by the Nominating Committee and approved by the Board. (b) Each of ▇▇▇ John ▇. ▇▇▇▇▇ ▇▇▇ll be appointed to fill the vacancies created by such expansion with Mr. ▇▇▇▇▇ ▇▇▇ignated as a Class I director and Mr. ▇▇▇▇▇▇ ▇▇▇ignated as a Class III director. Thereafter, for so long as Purchasers and the Stockholders Permitted Transferees own, in the aggregate, at least the Required Interest, Purchasers shall vote all Restricted Securities Beneficially Owned be entitled to designate an aggregate of two directors on the management slate of nominees to the Company's Board of Directors (the "Purchaser Designees") (with MSP having the right to designate one director and MSREF III having the right to designate one director) except the foregoing number of directors shall be reduced to the extent one or more Purchaser Designees have been elected to and are serving on the Board of Directors and are in a class of directors not currently standing for re-election. In the event that the aggregate interest owned by him Purchasers and the Permitted Transferees shall be less than the Required Interest but equal to or itgreater than the Minimum Interest and Purchasers currently have two Purchaser Designees serving on the Board of Directors, then Purchasers shall cause one of the two Purchaser Designees to resign within 10 Business 37 Days, the Board of Directors shall be reduced by one member and thereafter MSP shall be entitled to designate one member on the management slate of nominees to the Company's Board of Directors (until such time as the aggregate interest owned by Purchasers and the Permitted Transferees shall be less than the Minimum Interest, whereupon Purchasers shall within 10 Business Days cause the remaining Purchaser Designee to resign and Purchasers shall have no further rights under this Section) except the foregoing shall not apply to the extent MSP's Purchaser Designee has been elected to and is serving on the Board of Directors and is in a class of directors not currently standing for re-election. At least 90 days prior to each annual meeting of shareholders at which a Purchaser Designee will stand for election, MSREF III and MSP, as the case may be, shall provide written notice to causethe Company indicating the Purchaser Designee to be nominated by each such Purchaser at such annual meeting, and such notice shall set forth as to each Person proposed for nomination all information relating to such Persons that is required to be disclosed in solicitations of proxies for election of directors pursuant to Regulation 14A under the parties hereto each Exchange Act (including such Person's written consent to being named in the related proxy statement as a nominee and to serving as a director if elected). (b) The Company shall otherwise use its reasonable best efforts at all times to cause, take such action as is necessary to ensure that the nominating committee of the Board of Directors (or the full Board if there is no nominating committee) of the Company shall nominate and recommend to the shareholders of the Company and the shareholders of the Company shall elect the Purchaser Designees to the Board of Directors. As a condition precedent to the inclusion of any Purchaser Designee on any slate of nominees to be (i) four Stockholder recommended to shareholders by the Board of Directors for so long as pursuant to Section 4.10(a), the Stockholders Beneficially Own at least 25% nominating committee of the outstanding shares Board (or the full Board if there is no nominating committee) may review the information provided pursuant to Section 4.10(a) to evaluate in good faith such Purchaser Designee's character and fitness to serve as a director. If the nominating committee (or the full Board if there is no nominating committee) determines in good faith that any such Purchaser Designee lacks the character or fitness to serve as a director based on applicable legal and reasonable commercial standards, the nominating committee (or the full Board if there is no nominating committee) shall inform the Purchaser who nominated such Purchaser Designee of Common Stock such determination, and such Purchaser shall then have the right to propose an alternative Purchaser Designee who is reasonably acceptable to the Company. All Purchaser Designees elected to the Board of Directors shall receive, during the period in which they serve, any and all benefits (on a Fully Diluted Basis)including, (iiwithout limitation, any director compensation and grants of stock options under the 1998 Non-Employee Director Plan) three Stockholder Directors for so long as provided to the Stockholders Beneficially Own at least 20% but less than 25% other members of the outstanding shares Board of Common Stock (on a Fully Diluted Basis), (iii) two Stockholder Directors for so long as the Stockholders Beneficially Own at least 15% but less than 20% of the outstanding shares of Common Stock (on a Fully Diluted Basis), or (iv) one Stockholder Director for so long as the Stockholders Beneficially Own at least 5% but less than 15% of the outstanding shares of Common Stock (on a Fully Diluted Basis)Company. (c) Each of ▇▇. ▇▇▇▇▇ If at any time Purchasers and the Stockholders shall vote all Restricted Securities Beneficially Owned by him Permitted Transferees are entitled to designate one or itmore nominees to the Board of Directors pursuant to this Section 4.10 and Purchasers do not have a representative on the Board, as the case may be, to cause, and the parties hereto each shall otherwise use its best efforts to cause, there to be (i) four ▇▇▇▇▇ Directors for so long as ▇▇. ▇▇▇▇▇ Beneficially Owns Purchasers and the Permitted Transferees own, in the aggregate, at least 25% the Minimum Interest, the Company shall permit two representatives (or in the case that Purchasers are entitled to designate only one nominee to the Board, only one representative) of Purchasers (which representatives shall be acceptable to the Company in its reasonable discretion) to attend, but not vote, as observers at each meeting of the outstanding shares Board of Common Stock (on a Fully Diluted Basis), (ii) three ▇▇▇▇▇ Directors for so long as ▇▇. ▇▇▇▇▇ Beneficially Owns at least 20% but less than 25% or any committee of the outstanding shares of Common Stock (on a Fully Diluted Basis), (iii) two ▇▇▇▇▇ Directors for so long as ▇▇. ▇▇▇▇▇ Beneficially Owns at least 15% but less than 20% Board empowered to act with full authority of the outstanding shares entire Board, including telephonic meetings, provided that each such representative executes and delivers to the Company a confidentiality agreement in a form reasonably satisfactory to the Company prior to attendance at any such meetings. The Company shall cause notice of Common Stock (on a Fully Diluted Basis), or (iv) one ▇▇▇▇▇ Director for so long as ▇▇. ▇▇▇▇▇ Beneficially Owns at least 5% but less than 15% any meeting of the outstanding shares Board of Common Stock (on a Fully Diluted Basis)Directors or any such committee of the Board to be delivered to any such representatives at the same time and in the same manner as notice is given to the members of the Board of Directors. Such representatives will be entitled to receive all written materials given to the members of the Board of Directors in connection with such meetings at the time such materials and information are given to the Board of Directors. The Company shall reimburse such representatives for his or her reasonable out-of-pocket expenses incurred in connection with attending meetings of the Board of Directors or any such committee of the Board. (d) ▇▇For so long as any Purchaser or Permitted Transferee has the right to designate at least one director on a management slate of nominees to the Company's Board of Directors, the Company shall use reasonable best efforts to cause the Board of Directors and the shareholders of the Company not to increase the number of members of the Board of Directors above nine without the prior written consent of each Purchaser and Permitted Transferee (unless such increase is required to comply with Applicable Law), which consent may be withheld in each Purchaser's and Permitted Transferee's reasonable discretion. ▇▇▇▇▇ In the event of a vacancy (either by death, removal or resignation) of a director other than a Purchaser Designee which does not cause the total number of directors to be less than seven, the Company shall use reasonable best efforts to cause the Board of Directors not to appoint a replacement to fill such vacancy without the prior written consent of each Purchaser and Permitted Transferee (unless required to comply with Applicable Law and the Company's bylaws), which consent may be withheld in each Purchaser's and Permitted Transferee's reasonable discretion. (e) Each Purchaser Designee shall be entitled to serve on any standing committee of the Board except to the extent the Purchaser Designee's participation would cause the Purchaser Designees' participation on such committee to exceed their proportionate representation on the full Board, PROVIDED, HOWEVER, that at least one Purchaser Designee may serve on each standing committee selected in accordance with this subsection (e). Subject to the preceding sentence, MSREF III and MSP shall each have the right to select the committees of the Board on which its Purchaser Designee will serve. The Company shall use its reasonable best efforts at all times as is necessary to ensure that each Purchaser Designee is appointed to all such committees of the Board of Directors. (f) For so long as Purchasers and the Permitted Transferees own, in the aggregate, at least the Minimum Interest and the Purchaser Designees are serving on the Board of Directors, Purchasers shall, and shall cause holders the Permitted Transferees, to vote all of Class A their shares of Common Stock at any regular or special meeting of the shareholders of the Company (and any adjournments thereof) called for the purpose of electing directors to exercise their rights to elect Class A Directors in order to effectuatethe Board, or, to the extent necessarypermitted by the Company's Restated Articles of Organization and Amended and Restated Bylaws and by Applicable Law, in any written consent executed in lieu of such a meeting of shareholders, for election of the provisions contained in this Section 2.01; provided, however, notwithstanding anything contained in this Section 2.01 management slate of nominees (other than the Purchaser Designees) to the contraryCompany's Board of Directors. The Purchasers shall and shall cause the Permitted Transferees to vote all of their shares of Common Stock at any regular or special meeting of the shareholders of the Company (and any adjournments thereof) called for the purpose of approving the issuance of the shares under this Agreement in favor of such issuance and the transactions contemplated by this Agreement. (g) Subject to availability on reasonable terms and at a reasonable cost, for so long as any shares Purchaser Designee remains on the Board of Class A Common Stock are outstanding and entitled to elect Class A Directors, holders the Company shall use reasonable best efforts to maintain directors' and officers' liability insurance with financially sound and reputable insurers at a level of shares coverage of Class A Common Stock at least $10,000,000. (h) It is understood and agreed that the Company's Board of Directors is subject to fiduciary duties under Applicable Law, and that the Company's shareholders have rights with respect to the composition of the Board of Directors under Applicable Law and the Company's Amended and Restated Bylaws. Accordingly, for purposes of this Section 4.10, all obligations of the Company under paragraphs (a), (b), (d) and (e) hereof shall have be deemed to be "to use reasonable best efforts" to cause the sole right intended action to elect Class A Directorsbe taken, recognizing that the Company cannot guaranty what action its Board of Directors or stockholders may take in the future.

Board Representation. (a) In accordance with [intentionally left blank] (b) From and after such time as the Certificate of Designation and subject to the rights of holders criteria set forth in Section V.B.5(b) of the Company's serial preferred stock, as Amended and Restated Certificate of Incorporation with respect to the date hereof and for so long as the Stockholders shall be entitled to nominate at least one Director pursuant to Section 2.01(b), the Board shall consist election of 11 members, initially consisting of (i) four Stockholder Directors, (ii) four ▇▇▇▇▇ Directors and (iii) three Independent Common Stock Directors recommended directors by the Nominating Committee and approved by the Board. (b) Each of ▇▇. ▇▇▇▇▇ and the Stockholders shall vote all Restricted Securities Beneficially Owned by him or it, as the case may be, to cause, and the parties hereto each shall otherwise use its best efforts to cause, there to be (i) four Stockholder Directors for so long as the Stockholders Beneficially Own at least 25% of the outstanding shares of Common Stock (on a Fully Diluted Basis), (ii) three Stockholder Directors for so long as the Stockholders Beneficially Own at least 20% but less than 25% of the outstanding shares of Common Stock (on a Fully Diluted Basis), (iii) two Stockholder Directors for so long as the Stockholders Beneficially Own at least 15% but less than 20% of the outstanding shares of Common Stock (on a Fully Diluted Basis), or (iv) one Stockholder Director for so long as the Stockholders Beneficially Own at least 5% but less than 15% of the outstanding shares of Common Stock (on a Fully Diluted Basis). (c) Each of ▇▇. ▇▇▇▇▇ and the Stockholders shall vote all Restricted Securities Beneficially Owned by him or it, as the case may be, to cause, and the parties hereto each shall otherwise use its best efforts to cause, there to be (i) four ▇▇▇▇▇ Directors for so long as ▇▇. ▇▇▇▇▇ Beneficially Owns at least 25% of the outstanding shares of Common Stock (on a Fully Diluted Basis), (ii) three ▇▇▇▇▇ Directors for so long as ▇▇. ▇▇▇▇▇ Beneficially Owns at least 20% but less than 25% of the outstanding shares of Common Stock (on a Fully Diluted Basis), (iii) two ▇▇▇▇▇ Directors for so long as ▇▇. ▇▇▇▇▇ Beneficially Owns at least 15% but less than 20% of the outstanding shares of Common Stock (on a Fully Diluted Basis), or (iv) one ▇▇▇▇▇ Director for so long as ▇▇. ▇▇▇▇▇ Beneficially Owns at least 5% but less than 15% of the outstanding shares of Common Stock (on a Fully Diluted Basis). (d) ▇▇. ▇▇▇▇▇ shall cause holders of Class A Common Stock to exercise their rights to elect Class A Directors in order to effectuate, to the extent necessary, the provisions contained in this Section 2.01; provided, however, notwithstanding anything contained in this Section 2.01 to the contrarySeries F Holders are no longer satisfied, for so long as any 20% of the Series F Conversion Shares (as defined below) are held by Series F Holders, each Investor covenants to vote his or its shares in favor of Class A Common Stock are outstanding and entitled to elect Class A at least three (3) directors (the "Series F Directors, ") designated by the holders of shares a majority of Class A Common Stock the Series F Conversion Shares held by the Series F Holders at each annual meeting of stockholders of the Corporation at which any director is elected or at the time of any written consent to action in lieu of any such meeting; PROVIDED, that (i) for so long as Electra (or its assignee) owns at least 213,360 Series F Conversion Shares (as such number may be adjusted appropriately for stock splits, stock dividends, combinations and other recapitalizations), Electra (or its assignee, provided such assignee is an Affiliate of Electra) shall have the sole right to elect Class A Directors.designate one (1) of the directors (the "Electra Director") to be designated by the holders of the Series F Conversion Shares, (ii) for so long as Central Investment Holdings, Inc. ("CIH") (or its assignee) owns at least 213,360 Series F Conversion Shares (as such number may be adjusted appropriately for stock splits, stock dividends, combinations and other recapitalizations), CIH (or its assignee, provided such assignee is an Affiliate of CIH) shall have the right to designate one (1) of the directors to be designated by the holders of the Series F Conversion Shares; and (iii) for so long as Toronto Dominion (or its assignee) owns at least 213,360 Series F Conversion Shares (as such number may be adjusted appropriately for stock splits, stock dividends, combinations and other recapitalizations), Toronto Dominion (or its assignee, provided such assignee is an Affiliate) shall have the right to designate one (1) of the directors to be designated by the holders of the Series F Conversion Shares, PROVIDED, HOWEVER, that Toronto Dominion or such Affiliate shall not be entitled to so designate such director if exercising this right would be in violation of the Bank Holding

Board Representation. (a) In accordance with Each of the Certificate of Designation Getty Group and subject the Torrance Group shall have the right to nominate one director to the rights Board of holders Directors of Getty Images (the Company's serial preferred stock"BOARD"); PROVIDED, as of HOWEVER, that the date hereof and Torrance Group shall not have such right for so long as the Stockholders shall be entitled to nominate at least one Director pursuant to Section 2.01(b), the Board shall consist of 11 members, initially consisting of (i) four Stockholder Directors, (ii) four ▇▇▇▇ ▇▇▇▇▇▇▇▇ Directors is an employee of Getty Images and (iii) three Independent Common Stock Directors recommended by the Nominating Committee and approved by a member of the Board. (b) Each of ▇▇. ▇▇▇▇▇ ; and PROVIDED FURTHER, that such right shall terminate with respect to either the Stockholders shall vote all Restricted Securities Beneficially Owned by him Torrance Group or itthe Getty Group, as the case may be, to cause, and once such Group beneficially owns fewer than the parties hereto each shall otherwise use its best efforts to cause, there to be greater of (i) four Stockholder Directors for so long as the Stockholders Beneficially Own at least 25% of the outstanding 3,000,000 shares of Common Stock (on a Fully Diluted Basis)subject to equitable adjustment in the event of stock splits, stock dividends and similar events) and (ii) three such number of shares of Common Stock as is equal to 2% of the then outstanding shares of Common Stock. Such right shall be in addition to any other voting rights that each Stockholder Directors may have with respect to its Shares. (b) For so long as the Getty Group has the right to nominate one director to the Board pursuant to Section 2.01(a), the Getty Group shall also have the right to appoint the Chairman of the Board from among the directors of Getty Images; PROVIDED, HOWEVER, that the Getty Group shall not have such right for so long as either ▇▇▇▇ ▇▇▇▇▇▇▇▇ or ▇▇▇▇ ▇▇▇▇▇ is the Stockholders Beneficially Own at least 20% but less than 25% Chairman or a Co-Chairman of the outstanding shares of Common Stock (on a Fully Diluted Basis), (iii) two Stockholder Directors for so long as the Stockholders Beneficially Own at least 15% but less than 20% of the outstanding shares of Common Stock (on a Fully Diluted Basis), or (iv) one Stockholder Director for so long as the Stockholders Beneficially Own at least 5% but less than 15% of the outstanding shares of Common Stock (on a Fully Diluted Basis)Board. (c) Each The Stockholders agree to take such actions within their control as are necessary to implement the agreements set forth in Sections 2.01(a) and 2.01(b), including the voting of their respective Shares in favor of the Board nominees designated by the Getty Group and the Torrance Group in accordance with this Section 2.01. (d) Getty Images shall include as a nominee for the Board recommended by the Board the person designated by each of the Getty Group and the Torrance Group in accordance with Section 2.01(a) and shall nominate such person and use its reasonable best efforts to cause the election of such person, unless the Board of Directors of Getty Images, in the exercise of its fiduciary duties, reasonably shall determine that such person is not qualified to serve on the Board. If the Board reasonably determines that such designee is not so qualified, the Group designating such nominee shall have the opportunity to specify one additional designee who shall be so included as a nominee subject to the qualification set forth in the immediately preceding sentence. (e) In the event that a vacancy is created at any time by the death, disability, resignation or removal of any director nominated by the Getty Group or the Torrance Group, the nominating Group shall have the right to designate a replacement director to fill such vacancy (provided that such Group would be entitled at that time to nominate a director pursuant to Section 2.01(a)) and Getty Images and the Stockholders agree to take such actions within their control as are necessary to implement the agreements set forth in this Section 2.01(e). (f) To the extent not already proposed pursuant to Exhibit 7.11 of the Merger Agreement, ▇▇. ▇▇ ▇▇▇▇▇▇▇▇ and may propose to the Stockholders shall vote all Restricted Securities Beneficially Owned by him or it, Board of Directors of Getty Images non-employees with appropriate industry experience to fill two vacancies on the Board of Directors of Getty Images as the case may be, to cause, and the parties hereto each shall otherwise use its best efforts to cause, there to be (i) four ▇▇▇▇▇ Directors for so long as ▇▇. ▇▇▇▇▇ Beneficially Owns at least 25% of the outstanding shares date hereof. The Board of Common Stock (on a Fully Diluted Basis), (ii) three ▇▇▇▇▇ Directors for so long as ▇▇. ▇▇▇▇▇ Beneficially Owns at least 20% but less than 25% of the outstanding shares of Common Stock (on a Fully Diluted Basis), (iii) two ▇▇▇▇▇ Directors for so long as ▇▇. ▇▇▇▇▇ Beneficially Owns at least 15% but less than 20% of the outstanding shares of Common Stock (on a Fully Diluted Basis), or (iv) one ▇▇▇▇▇ Director for so long as ▇▇. ▇▇▇▇▇ Beneficially Owns at least 5% but less than 15% of the outstanding shares of Common Stock (on a Fully Diluted Basis)Getty Images shall consider any proposed appointee in good faith. (d) ▇▇. ▇▇▇▇▇ shall cause holders of Class A Common Stock to exercise their rights to elect Class A Directors in order to effectuate, to the extent necessary, the provisions contained in this Section 2.01; provided, however, notwithstanding anything contained in this Section 2.01 to the contrary, for so long as any shares of Class A Common Stock are outstanding and entitled to elect Class A Directors, holders of shares of Class A Common Stock shall have the sole right to elect Class A Directors.

Board Representation. (a) In accordance with Except as otherwise specified in this Section 6.2, ISC shall at all times be permitted to designate a percentage of the Certificate members of Designation the board of directors of PSH, Penske Speedways Holding, PSI and subject The California Speedway Corporation equal to the rights of holders of the Company's serial preferred stock, as of the date hereof and for so long as the Stockholders shall be entitled to nominate at least one Director pursuant to Section 2.01(b), the Board shall consist of 11 members, initially consisting greater of (i) four Stockholder Directors, twenty percent (20%) or (ii) four ▇▇▇▇▇ Directors and (iii) three Independent Common Stock Directors recommended by the Nominating Committee and approved by the Board. (b) Each percentage of ▇▇. ▇▇▇▇▇ and the Stockholders shall vote all Restricted Securities Beneficially Owned by him or it, stock ownership of ISC in PSH as the case may be, adjusted from time to cause, and the parties hereto each shall otherwise use its best efforts time to cause, there to be (i) four Stockholder Directors for so long as the Stockholders Beneficially Own at least 25% of the outstanding shares of Common Stock (on a Fully Diluted Basis), (ii) three Stockholder Directors for so long as the Stockholders Beneficially Own at least 20% but less than 25% of the outstanding shares of Common Stock (on a Fully Diluted Basis), (iii) two Stockholder Directors for so long as the Stockholders Beneficially Own at least 15% but less than 20% of the outstanding shares of Common Stock (on a Fully Diluted Basis), or (iv) one Stockholder Director for so long as the Stockholders Beneficially Own at least 5% but less than 15% of the outstanding shares of Common Stock (on a Fully Diluted Basis). (c) Each of ▇▇. ▇▇▇▇▇ and the Stockholders shall vote all Restricted Securities Beneficially Owned by him or it, as the case may be, to cause, and the parties hereto each shall otherwise use its best efforts to cause, there to be (i) four ▇▇▇▇▇ Directors for so long as ▇▇. ▇▇▇▇▇ Beneficially Owns at least 25% of the outstanding shares of Common Stock (on a Fully Diluted Basis), (ii) three ▇▇▇▇▇ Directors for so long as ▇▇. ▇▇▇▇▇ Beneficially Owns at least 20% but less than 25% of the outstanding shares of Common Stock (on a Fully Diluted Basis), (iii) two ▇▇▇▇▇ Directors for so long as ▇▇. ▇▇▇▇▇ Beneficially Owns at least 15% but less than 20% of the outstanding shares of Common Stock (on a Fully Diluted Basis), or (iv) one ▇▇▇▇▇ Director for so long as ▇▇. ▇▇▇▇▇ Beneficially Owns at least 5% but less than 15% of the outstanding shares of Common Stock (on a Fully Diluted Basis). (d) ▇▇. ▇▇▇▇▇ shall cause holders of Class A Common Stock to exercise their rights to elect Class A Directors reflect changes in order to effectuate, to the extent necessary, the provisions contained in this Section 2.01such percentage; provided, however, notwithstanding anything contained ISC's representation on each of such boards of directors, shall never be less than (a) two (2) individuals as long as ISC owns at least ten percent (10%) of the issued and outstanding stock of PSH or (b) one (1) individual as long as ISC owns at least two percent (2%) of the issued and outstanding stock of PSH. In addition, as long as ISC is permitted to have at least two members on a board, at least one (1) of ISC's representatives on each of such boards shall serve on any executive or similar committee that may be created by the board. If Penske Speedways Holding, PSI or any of the Subsidiaries becomes a Public Company in which Penske Corp. or its Affiliates own less than fifty percent (50%) of the issued and outstanding voting stock, then Penske Corp. cannot guarantee ISC's representation on the board of directors of the Public Company, but Penske Corp. shall use its best efforts (but at no expense to Penske Corp. or its Affiliates) to cause PSH to cause to be elected to the Board of Directors of such Public Company two (2) individuals designated by ISC far as long as ISC owns at least ten percent (10%) of the issued and outstanding stock of PSH or one (1) individual designated by ISC for as long as ISC owns at least two percent (2%) of the issued and outstanding stock of PSH. The shareholders of PSH and each of the members of the PSH Affiliated Group shall vote their shares in favor of ISC's nominees to the board of directors in accordance with the terms of this Section 2.01 6.2. ISC shall be permitted to send an observer to any meeting of the board of directors of any of the members of the PSH Affiliated Group which is not a Public Company and with respect to which ISC has not designated a director. ISC shall be provided the same notice as is provided to the contrary, for so long as any shares members of Class A Common Stock are outstanding and entitled the board of directors (but not less than five (5) business days notice) of each board of directors meeting with respect to elect Class A Directors, holders of shares of Class A Common Stock shall have the sole right which it is permitted to elect Class A Directorssend an observer.

Board Representation. (a) In accordance with the Certificate of Designation and subject to the rights of holders of the Company's serial preferred stock, as As of the date hereof hereof, the Board shall be comprised of nine (9) directors. Beginning at the closing of the transactions contemplated by the Merger Agreement and thereafter, for so long as the Fluent Stockholders beneficially own, in the aggregate, at least 30% of the Conversion Shares beneficially owned by them on the date hereof, the Fluent Stockholder Majority shall be entitled to nominate at least one Director pursuant to Section 2.01(b), the Board shall consist of 11 members, initially consisting of (i) four Stockholder nominate two (2) individuals to the Board (such individuals, including their respective successors, the “Fluent Directors”), to serve as members of the Board until their respective successors are elected and qualified, (ii) four ▇nominate each successor to each Fluent Director and (C) direct the removal from the Board of any Fluent Director; provided, that at least one of the Fluent Directors shall be “independent” as defined by the applicable rules and regulations of the SEC and NYSE MKT (without regard to Rule 10A-3 of the Exchange Act); the Fluent Directors shall initially be ▇▇▇▇ Directors and (iii) three Independent Common Stock Directors recommended by the Nominating Committee and approved by the Board. (b) Each of ▇▇. ▇▇▇▇▇ and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇. (b) Beginning with the Stockholders shall vote all Restricted Securities Beneficially Owned first annual meeting of stockholders following the closing of the transactions contemplated by him or itthe Merger Agreement and thereafter, as the case may be, to cause, and the parties hereto each shall otherwise use its best efforts to cause, there to be (i) four Stockholder Directors for so long as the Fluent Stockholders Beneficially Own beneficially own, in the aggregate, at least 2530% of the outstanding shares Conversion Shares beneficially owned by them on the date hereof, each nomination to the Board of Common Stock any Fluent Director for election at an annual meeting of stockholders of the Company shall be made by delivering to the Company a notice signed by the Fluent Stockholder Majority, which notice shall include the names and qualifications of such proposed Fluent Director. As promptly as practicable, the Company shall provide a copy of such notice to the Company’s Corporate Governance and Nominating Committee (on a Fully Diluted Basisthe “Committee”), which shall, if the proposed Fluent Director satisfies the criteria for qualifications of directors set forth in the Charter of the Committee (iias adopted on December 8, 2009) three Stockholder (the “Charter”) in all material respects, as determined in good faith by the Committee, at the next Committee meeting at which Board nominees are determined for purposes of the Company’s annual meeting of stockholders, make a recommendation to the Board that such Fluent Directors shall be nominated for so long as election to the Board at the Company’s next annual meeting of stockholders and shall, in the Company’s proxy statement relating to such annual meeting, recommend to the Company’s Stockholders that the Stockholders Beneficially Own at least 20% but less than 25% should vote their shares to favor the election of the outstanding shares proposed Fluent Directors. If the Committee reasonably determines in good faith that such proposed Fluent Director does not meet such criteria, the Committee shall notify the Fluent Stockholders of Common Stock (on a Fully Diluted Basis), (iii) two Stockholder Directors for so long as the Stockholders Beneficially Own at least 15% but less than 20% such fact within 10 days of receipt of the outstanding shares of Common Stock (on a Fully Diluted Basis)Fluent Stockholder Majority’s notice, or (iv) one Stockholder Director specifying in reasonable detail the reasons for so long as the Stockholders Beneficially Own at least 5% but less than 15% of the outstanding shares of Common Stock (on a Fully Diluted Basis)determination that such criteria have not been met. (c) Each of ▇▇. ▇▇▇▇▇ and the Stockholders shall vote all Restricted Securities Beneficially Owned by him or it, as the case may be, to cause, and the parties hereto each shall otherwise use its best efforts to cause, there to be (i) four ▇▇▇▇▇ Directors for For so long as ▇▇. ▇▇▇▇▇ Beneficially Owns the Fluent Stockholders beneficially own, in the aggregate, at least 2530% of the outstanding shares Conversion Shares beneficially owned by them on the date hereof, each nomination to the Board of Common Stock (on a Fully Diluted Basis), (ii) three ▇▇▇▇▇ Directors any Fluent Director for so long as ▇▇. ▇▇▇▇▇ Beneficially Owns election other than at least 20% but less than 25% an annual meeting of stockholders of the outstanding shares Company (whether due to the resignation, removal or death of Common Stock (on a Fully Diluted Basis)Fluent Director or otherwise) shall be made by delivering to the Company a notice signed by the Fluent Stockholder Majority, (iii) two ▇▇▇▇▇ which notice shall include the names and qualifications of such proposed Fluent Director. As promptly as practicable, the Company shall provide a copy of such notice to the Committee, which shall, if the proposed Fluent Director satisfies the criteria for qualifications of directors set forth in the Charter in all material respects, as determined in good faith by the Committee, as promptly as practicable, make a recommendation to the Board that such Fluent Directors shall be appointed for so long as ▇▇. ▇▇▇▇▇ Beneficially Owns at least 15% but less than 20% of election to the outstanding shares of Common Stock (on a Fully Diluted Basis)Board, or (iv) one ▇▇▇▇▇ Director for so long as ▇▇. ▇▇▇▇▇ Beneficially Owns at least 5% but less than 15% of which appointment may be made by the outstanding shares of Common Stock (on a Fully Diluted Basis). (d) ▇▇. ▇▇▇▇▇ shall cause holders of Class A Common Stock to exercise their rights to elect Class A Directors in order to effectuate, Board to the extent necessarypermitted pursuant to the Company’s bylaws. As promptly as practicable thereafter, the provisions contained Company shall take or cause to be taken such corporate actions as may be required to cause such appointment to be effected. If the Committee reasonably determines in this Section 2.01; providedgood faith that such proposed Fluent Director does not meet such criteria, howeverthe Committee shall notify the Fluent Stockholders of such fact within 10 days of receipt of the Fluent Stockholder Majority’s notice, notwithstanding anything contained specifying in this Section 2.01 to reasonable detail the contrary, reasons for so long as any shares of Class A Common Stock are outstanding and entitled to elect Class A Directors, holders of shares of Class A Common Stock shall the determination that such criteria have the sole right to elect Class A Directorsnot been met.

Board Representation. (a) In accordance with the Certificate of Designation and subject On or prior to the rights of holders of the Company's serial preferred stock, as of the date hereof and for so long as the Stockholders shall be entitled to nominate at least one Director pursuant to Section 2.01(b)Closing Date, the Board of Directors of the Company shall consist of 11 membersbe expanded by two positions, initially consisting of (i) four Stockholder Directors, (ii) four and ▇▇▇▇▇▇▇ Directors ▇. ▇▇▇▇▇▇ and (iii) three Independent Common Stock Directors recommended ▇▇▇▇ ▇. ▇▇▇▇▇ shall be appointed to fill the vacancies created by the Nominating Committee and approved by the Board. (b) Each of such expansion with ▇▇. ▇▇▇▇▇ designated as a Class I director and ▇▇. ▇▇▇▇▇▇ designated as a Class III director. Thereafter, for so long as Purchasers and the Stockholders Permitted Transferees own, in the aggregate, at least the Required Interest, Purchasers shall vote all Restricted Securities Beneficially Owned be entitled to designate an aggregate of two directors on the management slate of nominees to the Company's Board of Directors (the "Purchaser Designees") (with MSP having the right to designate one director and MSREF III having the right to designate one director) except the foregoing number of directors shall be reduced to the extent one or more Purchaser Designees have been elected to and are serving on the Board of Directors and are in a class of directors not currently standing for re- election. In the event that the aggregate interest owned by him Purchasers and the Permitted Transferees shall be less than the Required Interest but equal to or itgreater than the Minimum Interest and Purchasers currently have two Purchaser Designees serving on the Board of Directors, then Purchasers shall cause one of the two Purchaser Designees to resign within 10 Business Days, the Board of Directors shall be reduced by one member and thereafter MSP shall be entitled to designate one member on the management slate of nominees to the Company's Board of Directors (until such time as the aggregate interest owned by Purchasers and the Permitted Transferees shall be less than the Minimum Interest, whereupon Purchasers shall within 10 Business Days cause the remaining Purchaser Designee to resign and Purchasers shall have no further rights under this Section) except the foregoing shall not apply to the extent MSP's Purchaser Designee has been elected to and is serving on the Board of Directors and is in a class of directors not currently standing for re-election. At least 90 days prior to each annual meeting of shareholders at which a Purchaser Designee will stand for election, MSREF III and MSP, as the case may be, shall provide written notice to causethe Company indicating the Purchaser Designee to be nominated by each such Purchaser at such annual meeting, and such notice shall set forth as to each Person proposed for nomination all information relating to such Persons that is required to be disclosed in solicitations of proxies for election of directors pursuant to Regulation 14A under the parties hereto each Exchange Act (including such Person's written consent to being named in the related proxy statement as a nominee and to serving as a director if elected). (b) The Company shall otherwise use its reasonable best efforts at all times to cause, take such action as is necessary to ensure that the nominating committee of the Board of Directors (or the full Board if there is no nominating committee) of the Company shall nominate and recommend to the shareholders of the Company and the shareholders of the Company shall elect the Purchaser Designees to the Board of Directors. As a condition precedent to the inclusion of any Purchaser Designee on any slate of nominees to be (i) four Stockholder recommended to shareholders by the Board of Directors for so long as pursuant to Section 4.10(a), the Stockholders Beneficially Own at least 25% nominating committee of the outstanding shares Board (or the full Board if there is no nominating committee) may review the information provided pursuant to Section 4.10(a) to evaluate in good faith such Purchaser Designee's character and fitness to serve as a director. If the nominating committee (or the full Board if there is no nominating committee) determines in good faith that any such Purchaser Designee lacks the character or fitness to serve as a director based on applicable legal and reasonable commercial standards, the nominating committee (or the full Board if there is no nominating committee) shall inform the Purchaser who nominated such Purchaser Designee of Common Stock such determination, and such Purchaser shall then have the right to propose an alternative Purchaser Designee who is reasonably acceptable to the Company. All Purchaser Designees elected to the Board of Directors shall receive, during the period in which they serve, any and all benefits (on a Fully Diluted Basis)including, (iiwithout limitation, any director compensation and grants of stock options under the 1998 Non-Employee Director Plan) three Stockholder Directors for so long as provided to the Stockholders Beneficially Own at least 20% but less than 25% other members of the outstanding shares Board of Common Stock (on a Fully Diluted Basis), (iii) two Stockholder Directors for so long as the Stockholders Beneficially Own at least 15% but less than 20% of the outstanding shares of Common Stock (on a Fully Diluted Basis), or (iv) one Stockholder Director for so long as the Stockholders Beneficially Own at least 5% but less than 15% of the outstanding shares of Common Stock (on a Fully Diluted Basis)Company. (c) Each of ▇▇. ▇▇▇▇▇ If at any time Purchasers and the Stockholders shall vote all Restricted Securities Beneficially Owned by him Permitted Transferees are entitled to designate one or itmore nominees to the Board of Directors pursuant to this Section 4.10 and Purchasers do not have a representative on the Board, as the case may be, to cause, and the parties hereto each shall otherwise use its best efforts to cause, there to be (i) four ▇▇▇▇▇ Directors for so long as ▇▇. ▇▇▇▇▇ Beneficially Owns Purchasers and the Permitted Transferees own, in the aggregate, at least 25% the Minimum Interest, the Company shall permit two representatives (or in the case that Purchasers are entitled to designate only one nominee to the Board, only one representative) of Purchasers (which representatives shall be acceptable to the Company in its reasonable discretion) to attend, but not vote, as observers at each meeting of the outstanding shares Board of Common Stock (on a Fully Diluted Basis), (ii) three ▇▇▇▇▇ Directors for so long as ▇▇. ▇▇▇▇▇ Beneficially Owns at least 20% but less than 25% or any committee of the outstanding shares of Common Stock (on a Fully Diluted Basis), (iii) two ▇▇▇▇▇ Directors for so long as ▇▇. ▇▇▇▇▇ Beneficially Owns at least 15% but less than 20% Board empowered to act with full authority of the outstanding shares entire Board, including telephonic meetings, provided that each such representative executes and delivers to the Company a confidentiality agreement in a form reasonably satisfactory to the Company prior to attendance at any such meetings. The Company shall cause notice of Common Stock (on a Fully Diluted Basis), or (iv) one ▇▇▇▇▇ Director for so long as ▇▇. ▇▇▇▇▇ Beneficially Owns at least 5% but less than 15% any meeting of the outstanding shares Board of Common Stock (on a Fully Diluted Basis)Directors or any such committee of the Board to be delivered to any such representatives at the same time and in the same manner as notice is given to the members of the Board of Directors. Such representatives will be entitled to receive all written materials given to the members of the Board of Directors in connection with such meetings at the time such materials and information are given to the Board of Directors. The Company shall reimburse such representatives for his or her reasonable out- of-pocket expenses incurred in connection with attending meetings of the Board of Directors or any such committee of the Board. (d) ▇▇For so long as any Purchaser or Permitted Transferee has the right to designate at least one director on a management slate of nominees to the Company's Board of Directors, the Company shall use reasonable best efforts to cause the Board of Directors and the shareholders of the Company not to increase the number of members of the Board of Directors above nine without the prior written consent of each Purchaser and Permitted Transferee (unless such increase is required to comply with Applicable Law), which consent may be withheld in each Purchaser's and Permitted Transferee's reasonable discretion. ▇▇▇▇▇ In the event of a vacancy (either by death, removal or resignation) of a director other than a Purchaser Designee which does not cause the total number of directors to be less than seven, the Company shall use reasonable best efforts to cause the Board of Directors not to appoint a replacement to fill such vacancy without the prior written consent of each Purchaser and Permitted Transferee (unless required to comply with Applicable Law and the Company's bylaws), which consent may be withheld in each Purchaser's and Permitted Transferee's reasonable discretion. (e) Each Purchaser Designee shall be entitled to serve on any standing committee of the Board except to the extent the Purchaser Designee's participation would cause the Purchaser Designees' participation on such committee to exceed their proportionate representation on the full Board, provided, however, that at least one Purchaser Designee may serve on each standing committee selected in accordance with this subsection (e). Subject to the preceding sentence, MSREF III and MSP shall each have the right to select the committees of the Board on which its Purchaser Designee will serve. The Company shall use its reasonable best efforts at all times as is necessary to ensure that each Purchaser Designee is appointed to all such committees of the Board of Directors. (f) For so long as Purchasers and the Permitted Transferees own, in the aggregate, at least the Minimum Interest and the Purchaser Designees are serving on the Board of Directors, Purchasers shall, and shall cause holders the Permitted Transferees, to vote all of Class A their shares of Common Stock at any regular or special meeting of the shareholders of the Company (and any adjournments thereof) called for the purpose of electing directors to exercise their rights to elect Class A Directors in order to effectuatethe Board, or, to the extent necessarypermitted by the Company's Restated Articles of Organization and Amended and Restated Bylaws and by Applicable Law, in any written consent executed in lieu of such a meeting of shareholders, for election of the provisions contained in this Section 2.01; provided, however, notwithstanding anything contained in this Section 2.01 management slate of nominees (other than the Purchaser Designees) to the contraryCompany's Board of Directors. The Purchasers shall and shall cause the Permitted Transferees to vote all of their shares of Common Stock at any regular or special meeting of the shareholders of the Company (and any adjournments thereof) called for the purpose of approving the issuance of the shares under this Agreement in favor of such issuance and the transactions contemplated by this Agreement. (g) Subject to availability on reasonable terms and at a reasonable cost, for so long as any shares Purchaser Designee remains on the Board of Class A Common Stock are outstanding and entitled to elect Class A Directors, holders the Company shall use reasonable best efforts to maintain directors' and officers' liability insurance with financially sound and reputable insurers at a level of shares coverage of Class A Common Stock at least $10,000,000. (h) It is understood and agreed that the Company's Board of Directors is subject to fiduciary duties under Applicable Law, and that the Company's shareholders have rights with respect to the composition of the Board of Directors under Applicable Law and the Company's Amended and Restated Bylaws. Accordingly, for purposes of this Section 4.10, all obligations of the Company under paragraphs (a), (b), (d) and (e) hereof shall have be deemed to be "to use reasonable best efforts" to cause the sole right intended action to elect Class A Directorsbe taken, recognizing that the Company cannot guaranty what action its Board of Directors or stockholders may take in the future.

Board Representation. (a) In accordance with the Certificate of Designation and subject to the rights of holders At each election for directors of the Company's serial preferred stockCorporation, as whether at a stockholders meeting, by written action by the stockholders of the date hereof and for so long as Corporation or by an action taken by the Board of Directors of the Corporation, the Stockholders shall be entitled to nominate at least one Director to the Corporation's Board of Directors, a number of directors, which, when added to the continuing directors on the Corporation's Board of Directors who were previously designated by the Stockholders pursuant to this Section 2.01(b6(a) and Section 6(b), is equal to the Stockholder Percentage multiplied by the total number of members of the Board of Directors of the Corporation (rounded up to the nearest whole number) (the "Stockholder Designees"). The "Stockholder Percentage" shall be determined in the following manner: Percentage of Outstanding Common Stock Held by the Stockholders Stockholder Percentage ------------------------------------ ---------------------- 35% or more 56% 27% or more but less than 35% 42% 19% or more but less than 27% 28% 10% or more but less than 19% 14% less than 10% 0% The Corporation shall cause the Stockholder Designees (unless, after customary investigation of any Stockholder Designee's qualifications, the Board of Directors of the Corporation reasonably determines in good faith that such person is not qualified or acceptable under standards applied fairly and equally to all nominees, in which event the Stockholders shall consist designate another person that meets the foregoing standards) to be included in the slate of 11 members, initially consisting of (i) four Stockholder Directors, (ii) four ▇▇▇▇▇ Directors and (iii) three Independent Common Stock Directors nominees recommended by the Nominating Committee and approved by Board of Directors of the Board. (b) Each Corporation or the nominating committee of ▇▇. ▇▇▇▇▇ and the Stockholders shall vote all Restricted Securities Beneficially Owned by him or it, Board of Directors to the Corporation's stockholders for election as the case may be, to causedirectors, and the parties hereto each Corporation shall otherwise use its best efforts to cause, there to be (i) four Stockholder Directors for so long as cause the Stockholders Beneficially Own at least 25% election of the outstanding Stockholder Designees in such stockholder elections, including voting all shares of Common Stock for which the Corporation holds proxies (on a Fully Diluted Basis)unless otherwise directed by the stockholder submitting such proxy) or is otherwise entitled to vote, (ii) three Stockholder Directors for so long as the Stockholders Beneficially Own at least 20% but less than 25% in favor of the outstanding shares of Common Stock (on a Fully Diluted Basis), (iii) two Stockholder Directors for so long as the Stockholders Beneficially Own at least 15% but less than 20% election of the outstanding shares of Common Stock (on a Fully Diluted Basis), or (iv) one Stockholder Director for so long as the Stockholders Beneficially Own at least 5% but less than 15% of the outstanding shares of Common Stock (on a Fully Diluted Basis)Designees. (c) Each of ▇▇. ▇▇▇▇▇ and the Stockholders shall vote all Restricted Securities Beneficially Owned by him or it, as the case may be, to cause, and the parties hereto each shall otherwise use its best efforts to cause, there to be (i) four ▇▇▇▇▇ Directors for so long as ▇▇. ▇▇▇▇▇ Beneficially Owns at least 25% of the outstanding shares of Common Stock (on a Fully Diluted Basis), (ii) three ▇▇▇▇▇ Directors for so long as ▇▇. ▇▇▇▇▇ Beneficially Owns at least 20% but less than 25% of the outstanding shares of Common Stock (on a Fully Diluted Basis), (iii) two ▇▇▇▇▇ Directors for so long as ▇▇. ▇▇▇▇▇ Beneficially Owns at least 15% but less than 20% of the outstanding shares of Common Stock (on a Fully Diluted Basis), or (iv) one ▇▇▇▇▇ Director for so long as ▇▇. ▇▇▇▇▇ Beneficially Owns at least 5% but less than 15% of the outstanding shares of Common Stock (on a Fully Diluted Basis). (d) ▇▇. ▇▇▇▇▇ shall cause holders of Class A Common Stock to exercise their rights to elect Class A Directors in order to effectuate, to the extent necessary, the provisions contained in this Section 2.01; provided, however, notwithstanding anything contained in this Section 2.01 to the contrary, for so long as any shares of Class A Common Stock are outstanding and entitled to elect Class A Directors, holders of shares of Class A Common Stock shall have the sole right to elect Class A Directors.

Board Representation. (a) In accordance with the Certificate of Designation and The Company, subject to the rights of holders its fiduciary duties under applicable state law, and each of the Company's serial preferred stockStockholders agree and acknowledge that JEDI and/or its Permitted Transferees (defined below) shall have the right, as exercisable at any time and acting alone (or, if more than one, in concert with each other), to elect one or more members of the date hereof and for so long Board of Directors of the Company as determined below, until such time (the Stockholders "Termination Date") as JEDI and/or its Permitted Transferees have transferred in the aggregate 1,340,405 shares of Company Stock to one or more persons other than Permitted Transferees. The number of directors that JEDI and/or its Permitted Transferees shall be entitled to nominate elect shall be that number of directors that represents a percentage of the entire Board of Directors at least the time of election that is as close as possible to the percentage of outstanding shares of Common Stock then held collectively by JEDI and/or its Permitted Transferees. In calculating that percentage, the number of outstanding shares of Common Stock held by JEDI and/or its Permitted Transferees shall not exceed 1,340,405 shares less any number of shares theretofore transferred by JEDI and/or its Permitted Transferees to one Director or more persons other than Permitted Transferees. In no case before the Termination Date shall JEDI and/or its Permitted Transferees be entitled to elect less than one director. Any director elected by JEDI and/or its Permitted Transferees pursuant to this Section 2.01(b)1 may be removed only by JEDI and/or its Permitted Transferees and any vacancy resulting from the resignation, removal or death of any director elected by JEDI and/or its Permitted Transferees may be filled only by JEDI and/or its Permitted Transferees, and neither the Board Company nor any Stockholder other than JEDI and/or its Permitted Transferees shall consist of 11 members, initially consisting of (i) four Stockholder Directors, (ii) four ▇▇▇▇▇ Directors and (iii) three Independent Common Stock Directors recommended by the Nominating Committee and approved by the Boardtake any action to remove any such director or fill any such vacancy. (b) Each In order to facilitate the rights of ▇▇. ▇▇▇▇▇ and JEDI and/or its Permitted Transferees set forth in paragraph (a) of this Section 1, each of the Stockholders other than JEDI hereby grants to JEDI its proxy, which (being coupled with an interest) shall vote all Restricted Securities Beneficially Owned by him or it, as the case may bebe irrevocable, to causetake any of the following actions, and either by written consent or at a meeting of the parties hereto each shall otherwise use its best efforts to cause, there to be Company's stockholders: (i) four Stockholder Directors for so long as to elect the Stockholders Beneficially Own at least 25% number of the outstanding shares directors that JEDI and/or its Permitted Transferees are entitled to elect pursuant to paragraph (a) of Common Stock (on a Fully Diluted Basis), this Section 1; (ii) three Stockholder Directors for so long as the Stockholders Beneficially Own at least 20% but less than 25% of the outstanding shares of Common Stock (on to remove a Fully Diluted Basis), director elected by JEDI and/or its Permitted Transferees; and (iii) two Stockholder to fill any vacancy on the Board of Directors for so long as resulting from the Stockholders Beneficially Own at least 15% but less than 20% removal, resignation or death of a director elected by JEDI and/or its Permitted Transferees. The proxy granted hereby shall terminate upon the outstanding shares termination of Common Stock (on a Fully Diluted Basis), or (iv) one Stockholder Director for so long as the Stockholders Beneficially Own at least 5% but less than 15% of the outstanding shares of Common Stock (on a Fully Diluted Basis). (c) Each of ▇▇. ▇▇▇▇▇ and the Stockholders shall vote all Restricted Securities Beneficially Owned by him or it, as the case may be, to cause, and the parties hereto each shall otherwise use JEDI's and/or its best efforts to cause, there to be (i) four ▇▇▇▇▇ Directors for so long as ▇▇. ▇▇▇▇▇ Beneficially Owns at least 25% of the outstanding shares of Common Stock (on a Fully Diluted Basis), (ii) three ▇▇▇▇▇ Directors for so long as ▇▇. ▇▇▇▇▇ Beneficially Owns at least 20% but less than 25% of the outstanding shares of Common Stock (on a Fully Diluted Basis), (iii) two ▇▇▇▇▇ Directors for so long as ▇▇. ▇▇▇▇▇ Beneficially Owns at least 15% but less than 20% of the outstanding shares of Common Stock (on a Fully Diluted Basis), or (iv) one ▇▇▇▇▇ Director for so long as ▇▇. ▇▇▇▇▇ Beneficially Owns at least 5% but less than 15% of the outstanding shares of Common Stock (on a Fully Diluted Basis). (d) ▇▇. ▇▇▇▇▇ shall cause holders of Class A Common Stock to exercise their rights to elect Class A Directors in order to effectuate, to the extent necessary, the provisions contained in this Section 2.01; provided, however, notwithstanding anything contained in this Section 2.01 to the contrary, for so long as any shares of Class A Common Stock are outstanding and entitled to elect Class A Directors, holders of shares of Class A Common Stock shall have the sole Permitted Transferees's right to elect Class A Directorsdirectors pursuant to paragraph (a) of this Section 1.

Board Representation. (a) In accordance with On the Certificate Effective Date the size of Designation the Board of Directors will be fixed at eleven members and the Company will cause the persons named on Schedule 4.1 (or subject to Section 4.1(i), such other substitute persons as may be designated by Apollo as Stockholder Designees) to be initially elected to the rights Board of holders Directors by virtue of the Recapitalization Merger contemplated by the Merger Agreement. Until the earlier of (i) the date on which the Stockholders beneficially own, collectively, less than 25% of the Shares or (ii) the date the Standstill Period ends by virtue of Section 5.2(g) hereof (the "Stockholder Designee Period"), the Company agrees, subject to Section 4.1(i), to support the nomination of, and the Company's Nominating Committee shall recommend to the Board of Directors the inclusion in the slate of nominees recommended by the Board of Directors to stockholders for election as directors at each annual meeting of stockholders of the Company (A) five Stockholder Designees if the Stockholders beneficially own a number of shares of Common Stock equal to 66 2/3% or more of the Shares, (B) four Stockholder Designees if the Stockholders beneficially own a number of shares of Common Stock equal to 50% or more but less than 66 2/3% of the Shares, or (C) two Stockholder Designees if the Stockholders beneficially own 25% or more but less than 50% of the Shares (each a "Beneficial Ownership Threshold"); provided, that in no event will more than four of such Stockholder Designees be Associates of Apollo (each Stockholder Designee who is an Associate of Apollo is hereafter referred to as an "Apollo Director"). Notwithstanding the foregoing, if at any time after the fifth anniversary of the Effective Time, the number of shares of Company Common Stock beneficially owned by the Stockholders aggregate less than forty percent (40%) of the total number of shares of the Company's serial preferred stockCommon Stock of all classes entitled to vote in the election of directors as are then outstanding ("Total Shares Outstanding"), as the maximum number of Stockholder Designees shall be the lowest whole number which when compared to the total number of directors of the date hereof Company (including all vacancies) is equal to or greater than the percentage which the aggregate number of shares of Company Common Stock beneficially owned by the Stockholders bears to the Total Shares Outstanding. (b) If any vacancy on the Company's Board of Directors occurs (by virtue of the death, retirement, disqualification, removal from office or other cause of a Stockholder Designee), prior to a meeting of the Company's stockholders, the Nominating Committee shall appoint, subject to Section 4.1(i), a person designated by Apollo to fill such vacancy (except if such vacancy occurs as a result of the reduction of the number of Stockholder Designees entitled to be included on the Board of Directors by reason of a decrease in the Stockholders' beneficial ownership of Common Stock pursuant to Section 4.1(a)) and each such person shall be a Stockholder Designee for so long purposes of this Agreement. (c) In the event the size of the Company's Board of Directors is increased, Apollo will have the right, subject to Section 4.1(i) hereof, to nominate such additional number of persons to serve as Stockholder Designees such that the total number of Stockholder Designees is equal to the lowest whole number which when compared to the total number of directors (including all vacancies) of the Company, is equal to or greater than the percentage which the aggregate number of shares of Company Common Stock then beneficially owned by the Stockholders bears to the Total Shares Outstanding. (d) On the Effective Date, the Company will cause the persons indicated on Schedule 4.1 to be initially named to a nominating committee (the "Nominating Committee") of the Board of Directors and at all times during the Stockholder Designee Period, (i) the size of the Nominating Committee will be fixed at five members, two of whom will be Stockholder Designees who are Apollo Directors and one of whom will be the Chief Executive Officer (if he or she is a director), and (ii) nominees for director that are not Stockholder Designees shall be designated exclusively by vote of not less than a majority of the members of the Nominating Committee. (e) Notwithstanding the foregoing, the Company shall have no obligation to support the nomination, recommendation or election of any Stockholder Designee pursuant to this Section 4.1 or any other obligation under this Section 4.1 if the Stockholders are in breach of any material provision of this Agreement. (f) Other than any committee formed for the purpose of considering matters relating to the Stockholders or as set forth above with respect to the Nominating Committee, (i) if the Stockholders are entitled to include at least four Stockholder Designees for election to the Board of Directors under this Agreement, the Stockholders shall be entitled to nominate at least have such number of Stockholder Designees serve on each committee of the Board of Directors that provides the Stockholders with representation (as a percentage) equal to no less than the percentage which the number of shares of Common Stock beneficially owned by the Stockholders bears to the Total Shares Outstanding, provided that under no circumstances shall Apollo Directors serve as a majority of any committee other than a committee formed for the purpose of considering matters relating to the cash or other compensation of officers and employees of the Company; or (ii) if the Stockholders are entitled to include two Stockholder Designees for election to the Board of Directors under this agreement, the Stockholders shall be entitled to have one Director pursuant Stockholder Designee serve on each committee of the Board of Directors. (g) Upon any decrease in the Stockholders' beneficial ownership of Common Stock below any Beneficial Ownership Threshold, Apollo shall use its best efforts to cause a number of Stockholder Designees to offer to immediately resign from the Company's Board of Directors (subject to acceptance by the Board of Directors) such that the number of Stockholder Designees serving on the Board of Directors immediately thereafter will be equal to the number of Stockholder Designees which Apollo would then be entitled to designate under Section 2.01(b4.1(a). Upon termination of the Stockholder Designee Period, Apollo shall promptly offer to cause all of the Stockholder Designees to resign from the Board of Directors (subject to acceptance by the Board of Directors) thereof and the Company's obligations under this Section 4.1 shall terminate. (h) The Company and each Stockholder shall use commercially reasonable efforts to call, or cause the appropriate officers and directors of the Company to call, a special meeting of stockholders of the Company and to vote all of the shares of Common Stock owned or held of record by them for, or to cause to be taken actions by written consent in lieu of any such meeting necessary to cause, the removal (with or without cause) of any Stockholder Designee if Apollo requests such director's removal in writing for any reason. Except as provided in this Section 4.1(h), each Stockholder agrees that, at any time that it is then entitled to vote for the Board shall consist election or removal of 11 membersdirectors, initially consisting it will not vote in favor of the removal of any Stockholder Designee unless (i) four Stockholder Directorssuch removal shall be at the request of Apollo pursuant to the provisions of Section 4.1(h), (ii) four ▇▇▇▇▇ Directors and the right of the party who nominated such director to do so has terminated in accordance with Section 4.1(a) above, or (iii) three Independent Common Stock such removal is in accordance with the requirements of Section 4.1(i) below. (i) Notwithstanding the provisions of this Section 4.1, Apollo shall not be entitled to designate any person to the Company's Board of Directors recommended (or any committee thereof) in the event that (x) the Company receives a written opinion of its outside counsel that such Stockholder Designee would not be qualified under applicable law, rule or regulation to serve as a director of the Company or (y) if the Nominating Committee objects to such Stockholder Designee because such Stockholder Designee has been involved in any of the events enumerated in Item 2(d) or (e) of Schedule 13D or such person is currently the target of an investigation by any governmental authority or agency relating to felonious criminal activity or is subject to any order, decree, or judgment of any court or agency prohibiting service as a director of any public company or providing investment or financial advisory services and, in any such event, Apollo shall withdraw the designation of such proposed Stockholder Designee and designate a replacement therefor (which replacement Stockholder Designee shall also be subject to the requirements of this Section). The Company shall use its reasonable best efforts to notify Apollo of any objection to a Stockholder Designee sufficiently in advance of the date on which proxy materials are mailed by the Company in connection with such election of directors to enable Apollo to propose a replacement Stockholder Designee in accordance with the terms of this Agreement. Apollo agrees to remove any Stockholder Designee objected to by the Nominating Committee and approved by on the Boardgrounds specified in clause (y) above. (bj) The Company shall not, and shall not permit any of its subsidiaries to, without the consent of two-thirds of the entire Board of Directors of the Company, take any action that under the Charter Documents or this Agreement requires the approval of two-thirds of the entire Board of Directors of the Company if any of the Stockholder Designees approving (and whose vote is necessary to approve) such action are Persons whose removal from the Board of Directors has been requested at or prior to the time of such action by Apollo pursuant to Section 4.1(a), unless such action has been ratified by the reconstituted Board of Directors following such removal and election of successors. (k) Each Stockholder Designee serving on the Board of ▇▇. ▇▇▇▇▇ Directors shall be entitled to all compensation and stock incentives granted to directors who are not employees of the Stockholders Company on the same terms provided to such directors. (l) Notwithstanding anything in this Agreement to the contrary, in connection with a Transfer of at least 66 2/3% of the Shares to a single transferee, whether by a single transaction or a series of transactions, Apollo may, by written notice to the Company, and with the affirmative approval of not less than two-thirds of the entire Board of Directors of the Company (including a vote that complies with Section 3.09(d)(2) of the Company's By-laws) assign all rights granted to Apollo under this Section 4.1 to such transferee (to the exclusion of other Stockholders) and, without limiting the foregoing, such transferee's rights to designate directors under this Section 4.1 shall vote all Restricted Securities Beneficially Owned by him not be reduced until such transferee ceases to beneficially own at least 66 2/3%, 50% or it25%, as the case may be, to cause, and the parties hereto each shall otherwise use its best efforts to cause, there to be (i) four Stockholder Directors for so long as the Stockholders Beneficially Own at least 25% of the outstanding shares number of Common Stock (on a Fully Diluted Basis), (ii) three Stockholder Directors for so long Shares or as such number of directors is otherwise reduced in accordance with Section 4.1. Any approval to such Transfer by the Stockholders Beneficially Own at least 20% but less than 25% requisite vote of the outstanding shares Company's Board of Common Stock (on a Fully Diluted Basis), (iiiDirectors shall constitute the approval referred to in Section 203(a)(1) two Stockholder Directors for so long as the Stockholders Beneficially Own at least 15% but less than 20% of the outstanding shares of Common Stock (on a Fully Diluted Basis), or (iv) one Stockholder Director for so long as the Stockholders Beneficially Own at least 5% but less than 15% of the outstanding shares of Common Stock (on a Fully Diluted Basis). (c) Each of ▇▇. ▇▇▇▇▇ and the Stockholders shall vote all Restricted Securities Beneficially Owned by him or itDelaware General Corporation Law, as the case may be, to cause, and the parties hereto each shall otherwise use its best efforts to cause, there to be (i) four ▇▇▇▇▇ Directors for so long as ▇▇. ▇▇▇▇▇ Beneficially Owns at least 25% of the outstanding shares of Common Stock (on a Fully Diluted Basis), (ii) three ▇▇▇▇▇ Directors for so long as ▇▇. ▇▇▇▇▇ Beneficially Owns at least 20% but less than 25% of the outstanding shares of Common Stock (on a Fully Diluted Basis), (iii) two ▇▇▇▇▇ Directors for so long as ▇▇. ▇▇▇▇▇ Beneficially Owns at least 15% but less than 20% of the outstanding shares of Common Stock (on a Fully Diluted Basis), or (iv) one ▇▇▇▇▇ Director for so long as ▇▇. ▇▇▇▇▇ Beneficially Owns at least 5% but less than 15% of the outstanding shares of Common Stock (on a Fully Diluted Basis)amended. (d) ▇▇. ▇▇▇▇▇ shall cause holders of Class A Common Stock to exercise their rights to elect Class A Directors in order to effectuate, to the extent necessary, the provisions contained in this Section 2.01; provided, however, notwithstanding anything contained in this Section 2.01 to the contrary, for so long as any shares of Class A Common Stock are outstanding and entitled to elect Class A Directors, holders of shares of Class A Common Stock shall have the sole right to elect Class A Directors.

Board Representation. (a) In accordance with the Certificate of Designation and subject to the rights of holders As long as Benchmark Capital Partners, L.P. or any affiliate thereof ("Benchmark") owns not less than fifty percent (50%) of the Company's serial preferred stockshares of Series A and Series B Preferred Stock it holds immediately after the Closing (as defined in that certain Series BB Stock Purchase Agreement, as dated April 17, 1998, among the Company and one of the date hereof and for so long as the Stockholders Investors) (or an equivalent amount of Common Stock issued upon conversion thereof), it shall be entitled to nominate at least designate one Director (1) of the two (2) representatives which the holders of the Series A and Series B Preferred Stock, voting separately as a single class and not as separate series, are entitled to elect to the Company's Board of Directors ("Board") pursuant to Section 2.01(bthe Company's Amended and Restated Certificate of Incorporation ("Restated Certificate"). As long as Crosspoint Venture Partners 1996 or any affiliate thereof owns not less than fifty percent (50%) of the shares of Series A and Series B Preferred Stock they hold immediately after the Closing (or an equivalent amount of Common Stock issued upon conversion thereof), they shall be entitled to designate one (1) of the two (2) such representatives which the holders of the Series A and Series B Preferred Stock, voting separately as a single class and not as separate series, are entitled to elect to the Board pursuant to the Restated Certificate. Each Investor (including any successor and assign of the rights and obligations of such Investor under this Agreement) shall consist vote a sufficient number of 11 members, initially consisting shares of Series A and Series B Preferred Stock (i) four Stockholder Directors, (ii) four ▇▇▇▇▇ Directors and (iii) three Independent or shares of Common Stock Directors recommended by issued upon conversion thereof), to elect to the Nominating Committee and approved by Board the Boardrepresentatives designated pursuant to this Section 2.6. (b) Each of ▇▇. ▇▇▇▇▇ and Founder agrees that he shall not vote to elect to the Stockholders shall vote all Restricted Securities Beneficially Owned by him or it, as the case may be, to cause, and the parties hereto each shall otherwise use its best efforts to cause, there to be (i) four Stockholder Directors for so long as the Stockholders Beneficially Own at least 25% Board any of the outstanding shares three (3) representatives that holders of Common Stock (on Stock, voting separately as a Fully Diluted Basis)class, (ii) three Stockholder Directors for so long as the Stockholders Beneficially Own at least 20% but less than 25% of the outstanding shares of Common Stock (on a Fully Diluted Basis), (iii) two Stockholder Directors for so long as the Stockholders Beneficially Own at least 15% but less than 20% of the outstanding shares of Common Stock (on a Fully Diluted Basis), or (iv) one Stockholder Director for so long as the Stockholders Beneficially Own at least 5% but less than 15% of the outstanding shares of Common Stock (on a Fully Diluted Basis). (c) Each of ▇▇. ▇▇▇▇▇ and the Stockholders shall vote all Restricted Securities Beneficially Owned by him or it, as the case may be, to cause, and the parties hereto each shall otherwise use its best efforts to cause, there to be (i) four ▇▇▇▇▇ Directors for so long as ▇▇. ▇▇▇▇▇ Beneficially Owns at least 25% of the outstanding shares of Common Stock (on a Fully Diluted Basis), (ii) three ▇▇▇▇▇ Directors for so long as ▇▇. ▇▇▇▇▇ Beneficially Owns at least 20% but less than 25% of the outstanding shares of Common Stock (on a Fully Diluted Basis), (iii) two ▇▇▇▇▇ Directors for so long as ▇▇. ▇▇▇▇▇ Beneficially Owns at least 15% but less than 20% of the outstanding shares of Common Stock (on a Fully Diluted Basis), or (iv) one ▇▇▇▇▇ Director for so long as ▇▇. ▇▇▇▇▇ Beneficially Owns at least 5% but less than 15% of the outstanding shares of Common Stock (on a Fully Diluted Basis). (d) ▇▇. ▇▇▇▇▇ shall cause holders of Class A Common Stock to exercise their rights to elect Class A Directors in order to effectuate, to the extent necessary, the provisions contained in this Section 2.01; provided, however, notwithstanding anything contained in this Section 2.01 to the contrary, for so long as any shares of Class A Common Stock are outstanding and entitled to elect Class A Directors, to the Board pursuant to the Restated Certificate without obtaining the prior approval of the holders of shares a majority of Class the Series A and Series B Preferred Stock and Common Stock issued upon conversion thereof (calculated on an as converted basis), which approval shall have not be unreasonably withheld. The foregoing shall not apply to the sole right election to elect Class A Directorsthe Board of the Company's chief executive officer.

Board Representation. (a) In accordance with Until the Certificate earlier to occur of Designation and subject the -------------------- tenth anniversary of the purchase of shares of Senior Preferred Stock pursuant to the rights of holders Preferred Stock Purchase Agreement and the date on which the Apollo/Blackstone Shareholders own, collectively, less than 20% of the Company's serial preferred stockApollo/Blackstone Shares (the "Shareholder Designee Period"), as the Board of --------------------------- Directors shall consist of no more than thirteen (13) directors during the date hereof and for Shareholder Designee Period. For so long as the Stockholders Apollo/Blackstone Shareholders are entitled to at least two Shareholder Designees under this Agreement, the Apollo/Blackstone Shareholders shall be entitled to nominate at least have one Director Shareholder Designee serve on each committee of the Board of Directors other than any committee formed for the purpose of considering matters relating to the Shareholders and as set forth below with respect to the Nominating Committee. (b) Immediately following the purchase of shares of Senior Preferred Stock pursuant to Section 2.01(b)the Preferred Stock Purchase Agreement, the Board shall consist of 11 members, initially consisting of (i) four Stockholder Directors, (ii) four Company will cause ▇▇▇▇▇ Directors and (iii) three Independent Common Stock Directors recommended by the Nominating Committee and approved by the Board. (b) Each of ▇▇. ▇▇▇▇▇ and to be elected or appointed to the Stockholders shall vote Board of Directors. At all Restricted Securities Beneficially Owned by him or ittimes during the Shareholder Designee Period, as the case may beCompany agrees, subject to Section 3.1(d), to causesupport the nomination of, and the parties hereto Company's Nominating -------------- Committee (as defined herein) shall recommend to the Board of Directors the inclusion in the slate of nominees recommended by the Board of Directors to shareholders for election as directors at each shall otherwise use its best efforts to cause, there to be annual meeting of shareholders of the Company: (i) four Stockholder Directors for so long as the Stockholders Beneficially Own at least 25% no more than two persons who are executive officers of the outstanding shares of Common Stock Company (on a Fully Diluted Basis"Management Directors"), (ii) three Stockholder Directors for (A) five Shareholder Designees, so long -------------------- as the Apollo/Blackstone Shareholders beneficially own 80% or more of the Apollo/Blackstone Shares, (B) four Shareholder Designees, so long as the Stockholders Beneficially Own at least 20Apollo/Blackstone Shareholders beneficially own 60% or more but less than 2580% of the outstanding shares of Common Stock (on a Fully Diluted Basis)Apollo/Blackstone Shares, (iiiC) two Stockholder Directors for three Shareholder Designees, so long as the Stockholders Beneficially Own at least 15Apollo/Blackstone Shareholders beneficially own 40% or more but less than 60% of the Apollo/Blackstone Shares, (D) two Shareholder Designees, so long as the Apollo/Blackstone Shareholders beneficially own 20% or more but less than 40% of the Apollo/Blackstone Shares, and (E) one Shareholder Designee, so long as the Apollo/Blackstone Shareholders beneficially own 10% or more but less than 20% of the outstanding shares of Common Stock Apollo/Blackstone Shares (on each a Fully Diluted Basis"Beneficial Ownership Threshold"), or (iv) one Stockholder Director for so long as the Stockholders Beneficially Own at least 5% but less than 15% of the outstanding shares of Common Stock (on a Fully Diluted Basis). (c) Each of ▇▇. ▇▇▇▇▇ and the Stockholders shall vote all Restricted Securities Beneficially Owned by him or it, as the case may be, to cause, and the parties hereto each shall otherwise use its best efforts to cause, there to be (i) four ▇▇▇▇▇ Directors for so long as ▇▇. ▇▇▇▇▇ Beneficially Owns at least 25% of the outstanding shares of Common Stock (on a Fully Diluted Basis), (ii) three ▇▇▇▇▇ Directors for so long as ▇▇. ▇▇▇▇▇ Beneficially Owns at least 20% but less than 25% of the outstanding shares of Common Stock (on a Fully Diluted Basis), (iii) two ▇▇▇▇▇ Directors for so long as ▇▇. ▇▇▇▇▇ Beneficially Owns at least 15% but less than 20% of the outstanding shares of Common Stock (on a Fully Diluted Basis), or (iv) one ▇▇▇▇▇ Director for so long as ▇▇. ▇▇▇▇▇ Beneficially Owns at least 5% but less than 15% of the outstanding shares of Common Stock (on a Fully Diluted Basis). (d) ▇▇. ▇▇▇▇▇ shall cause holders of Class A Common Stock to exercise their rights to elect Class A Directors in order to effectuate, to the extent necessary, the provisions contained in this Section 2.01; ------------------------------ provided, however, notwithstanding anything contained in this Section 2.01 that if at any time as a result of the Company's issuance of -------- ------- Voting Securities the Shareholders beneficially own 9% or less of the Actual Voting Power (the "Actual Voting Power Threshold"), the Apollo/Blackstone ----------------------------- Shareholders shall be entitled to no more than three Shareholder Designees (even if the Apollo/Blackstone Shareholders would otherwise be entitled to a greater number of Shareholder Designees pursuant to clauses (A) through (E) above), and (iii) such other persons, each of whom is (A) recommended by the Nominating Committee and (B) not an employee or officer of or outside counsel to the contraryCompany or a partner, for so long employee, director, officer, affiliate or associate (as defined in Rule 12b-2 under the Exchange Act) of any shares Shareholder or any affiliate of Class A Common Stock are outstanding and entitled a Shareholder or as to elect Class A which the Shareholders or their affiliates own at least ten percent of the voting equity securities ("Unaffiliated ------------ Directors, holders of shares of Class A Common Stock shall have the sole right to elect Class A Directors."

Board Representation. (a) In accordance with the Certificate of Designation and subject to the rights of holders As of the Company's serial preferred stock, as Second Closing Date and until the earlier to occur of the sixth anniversary of the Second Closing Date and the date hereof and for so long as on which Shareholders own, collectively, less than 20% of the Stockholders shall be entitled to nominate at least one Director pursuant to Section 2.01(bShares (the "SHAREHOLDER DESIGNEE PERIOD"), the Board of Directors shall consist of 11 membersno more than twelve (12) directors; PROVIDED, initially consisting of (i) four Stockholder DirectorsHOWEVER, (ii) four that if ▇▇. ▇'▇▇▇▇▇ ceases to serve as a director, the Board of Directors shall thereafter consist of no more than eleven (11) directors during the Shareholder Designee Period. For so long as Shareholders are entitled to at least two Shareholder Designees under this Agreement, Shareholders shall be entitled to have one Shareholder Designee serve on each committee of the Board of Directors other than any committee formed for the purpose of considering matters relating to the Shareholders and as set forth below with respect to the Nominating Committee. (b) On the Second Closing Date, the Company will cause ▇▇▇▇▇ ▇▇▇▇▇▇ and one additional person as designated by Shareholders or, subject to SECTION 3.1(D), such other substitute persons as may be designated by Shareholders, to be elected to the Board of Directors. At all times during the Shareholder Designee Period, the Company agrees, subject to SECTION 3.1(D), to support the nomination of, and the Company's Nominating Committee (as defined herein) shall recommend to the Board of Directors the inclusion in the slate of nominees recommended by the Board of Directors to shareholders for election as directors at each annual meeting of shareholders of the Company: (i) no more than two persons who are executive officers of the Company ("Management Directors"), (ii) (A) four Shareholder Designees, so long as Shareholders beneficially own 75% or more of the Shares, (B) three Shareholder Designees, so long as Shareholders beneficially own 50% or more but less than 75% of the Shares, (C) two Shareholder Designees, so long as Shareholders beneficially own 25% or more but less than 50% of the Shares and (D) one Shareholder Designee, so long as Shareholders beneficially own 20% or more but less than 25% of the Shares (each a "BENEFICIAL OWNERSHIP THRESHOLD"), provided that if at any time as a result of the Company's issuance of Voting Securities Shareholders beneficially own 9% or less of the Actual Voting Power (the "ACTUAL VOTING POWER THRESHOLD"), Shareholders shall be entitled to no more than one Shareholder Designee, and (iii) three Independent Common Stock Directors such other persons, each of whom is (A) recommended by the Nominating Committee and approved (B) not an employee or officer of or outside counsel to the Company or a partner, employee, director, officer, affiliate or associate (as defined in Rule 12b-2 under the Exchange Act) of any Shareholder or any affiliate of a Shareholder or as to which the Shareholders or their affiliates own at lest ten percent of the voting equity securities ("Unaffiliated Directors"). If any vacancy (whether by death, retirement, disqualification, removal from office or other cause, or by increase in number of directors) occurs prior to a meeting of the Company's stockholders, the Board (i) may appoint a member of management to fill a vacancy caused by a Management Director ceasing to serve as a director, (ii) shall appoint, subject to Section 3.1(d), a person designated by the Board. Shareholders to fill a vacancy created by a Shareholder Designee ceasing to serve as a director (bexcept as a result of the reduction of the number of Shareholder Designees entitled to be included on the Board of Directors by reason of a decrease in Shareholders' beneficial ownership of Common Stock below any Beneficial Ownership Threshold or Voting Securities below the Actual Voting Power Threshold), and (iii) Each may appoint a person who qualifies as an Unaffiliated Director and is recommended by the Nominating Committee pursuant to the procedures set forth in the following paragraph to fill a vacancy created by an Unaffiliated Director ceasing to serve as a director (provided that in the case of ▇▇. ▇▇▇▇▇ a vacancy relating to an Unaffiliated Director, if a majority of the Nominating Committee is unable to recommend a replacement, then the Board seat with respect to this vacancy shall remain vacant), and the Stockholders each such person shall vote all Restricted Securities Beneficially Owned by him be a Management Designee, Shareholder Designee or itUnaffiliated Director, as the case may be, for purposes of this Agreement. At all times during the Shareholder Designee Period, Unaffiliated Directors shall be designated exclusively by a majority of a nominating committee (the "Nominating Committee"), which shall at all times during the Shareholder Designee Period consist of not more than four persons, two of whom shall be Shareholder Designees (or such lesser number of Shareholder Designees as then serves on the Board of Directors) and two of whom shall be either Management Directors or Unaffiliated Directors. If the Nominating Committee is unable to causerecommend one or more persons to serve as Unaffiliated Directors (except with respect to any vacancy created by an Unaffiliated Director ceasing to serve as such), then the Board of Directors shall nominate and recommend for election by stockholders an Unaffiliated Director then serving on the parties hereto each shall otherwise use its best efforts to causeBoard of Directors. Notwithstanding the foregoing, there to be (i) four Stockholder Directors for so long as if the Stockholders Beneficially Own at least 25Shareholders beneficially own less than 50% of the outstanding shares Shares, the Nominating Committee shall be comprised of Common Stock (on individuals only one of whom is a Fully Diluted Basis)Shareholder Designee. The foregoing provisions shall be effected pursuant to an amendment to the Company's Bylaws in a form reasonably acceptable to the parties to this Agreement, (iiwhich shall not be further amended by the Board of Directors during the Shareholder Designee Period. Notwithstanding the foregoing, the Company shall have no obligation to support the nomination, recommendation or election of any Shareholder Designee pursuant to this SECTION 3.1(B) three Stockholder Directors for so long as the Stockholders Beneficially Own at least 20% but less than 25% or any other obligation under this Section 3.1 if Shareholders are in breach of the outstanding shares any material provision of Common Stock (on a Fully Diluted Basis), (iii) two Stockholder Directors for so long as the Stockholders Beneficially Own at least 15% but less than 20% of the outstanding shares of Common Stock (on a Fully Diluted Basis), or (iv) one Stockholder Director for so long as the Stockholders Beneficially Own at least 5% but less than 15% of the outstanding shares of Common Stock (on a Fully Diluted Basis)this Agreement. (c) Each of ▇▇. ▇▇▇▇▇ and the Stockholders shall vote all Restricted Securities Beneficially Owned by him or it, as the case may be, to cause, and the parties hereto each shall otherwise use its best efforts to cause, there to be (i) four ▇▇▇▇▇ Directors for so long as ▇▇. ▇▇▇▇▇ Beneficially Owns at least 25% of the outstanding shares Upon any decrease in Shareholders' beneficial ownership of Common Stock (below any Beneficial Ownership Threshold or Voting Securities below the Actual Voting Power Threshold, Shareholders shall cause a number of Shareholder Designees to offer to immediately resign from the Company's Board of Directors such that the number of Shareholder Designees serving on a Fully Diluted Basisthe Board of Directors immediately thereafter will be equal to the number of Shareholder Designees which Shareholders would then be entitled to designate under SECTION 3.1(B), (ii) three ▇▇▇▇▇ Directors for so long as ▇▇. ▇▇▇▇▇ Beneficially Owns at least 20% but less than 25% Upon termination of the outstanding shares of Common Stock (on a Fully Diluted Basis)Shareholder Designee Period, (iii) two ▇▇▇▇▇ Directors for so long as ▇▇. ▇▇▇▇▇ Beneficially Owns at least 15% but less than 20% Shareholders shall promptly offer to cause all of the outstanding shares Shareholder Designees to resign from the Board of Common Stock (on a Fully Diluted Basis), or (iv) one ▇▇▇▇▇ Director for so long as ▇▇. ▇▇▇▇▇ Beneficially Owns at least 5% but less than 15% of Directors and any committees thereof and the outstanding shares of Common Stock (on a Fully Diluted Basis)Company's obligations under this SECTION 3.1 shall terminate. (d) ▇▇. ▇▇▇▇▇ Notwithstanding the provisions of this SECTION 3.1, Shareholder shall cause holders of Class A Common Stock not be entitled to exercise their rights to elect Class A Directors in order to effectuate, designate any person to the extent necessaryCompany's Board of Directors (or any committee thereof) in the event that the Company receives a written opinion of its outside counsel that a Shareholder Designee would not be qualified under any applicable law, rule or regulation to serve as a director of the Company or if the Company objects to a Shareholder Designee because such Shareholder Designee has been involved in any of the events enumerated in Item 2(d) or (e) of Schedule 13D or such person is currently the target of an investigation by any governmental authority or agency relating to felonious criminal activity or is subject to any order, decree, or judgment of any court or agency prohibiting service as a director of any public company or providing investment or financial advisory services and, in any such event, the provisions contained in this Section 2.01; provided, however, notwithstanding anything contained in this Section 2.01 Shareholder shall withdraw the designation of such proposed Shareholder Designee and designate a replacement therefor (which replacement Shareholder Designee shall also be subject to the contrary, for so long as requirements of this Section). The Company shall use its reasonable best efforts to notify the Shareholder of any shares objection to a Shareholder Designee sufficiently in advance of Class A Common Stock the date on which proxy materials are outstanding and mailed by the Company in connection with such election of directors to enable the Shareholder to propose a replacement Shareholder Designee in accordance with the terms of this Agreement. (e) Each Shareholder Designee serving on the Board of Directors shall be entitled to elect Class A Directors, holders all compensation and stock incentives granted to directors who are not employees of shares of Class A Common Stock shall have the sole right Company on the same terms provided to elect Class A Directorssuch directors.

Board Representation. (ai) In accordance Each Stockholder agrees that it shall vote, or execute a written consent in lieu thereof with the Certificate of Designation and subject respect to the rights of holders all of the Company's serial preferred stock, as Securities beneficially owned or held of record by it or cause all of the date hereof Securities beneficially owned by it to be voted, or cause a written consent in lieu thereof to be executed, to elect a Board to be composed as follows: (A) Subject to Section 2.1(b)(ii) and (v), for so long as a Founder Group meets the Stockholders Founder Group Minimum Ownership Condition, such Founder Group shall be entitled to nominate designate one (1) director (each, a “Founder Designee”); provided that if (x) neither Founder Group meets the Founder Group Minimum Ownership Condition individually, but collectively, both Founder Groups Beneficially Own, in the aggregate, a number of Securities representing an Ownership Percentage of at least 5% and (y) neither Founder Group has made any Transfer other than Transfers to the Permitted Group of the Founder who is associated with such Founder Group then the Founder Groups (collectively) shall be entitled to designate one Director pursuant to Section 2.01(b(1) director (a “Joint Founder Designee”), provided, further, that, if one Founder Group has made any Transfer other than Transfers to the Permitted Group of the Founder who is associated with such Founder Group but the other Founder Group has not, and the condition in clause (x) of the preceding proviso has been met, then the condition in clause (y) of the preceding proviso will be deemed to have been met and the Founder whose Founder Group has not made any Transfer other than Transfers to the Permitted Group of such Founder shall be entitled to designate such Joint Founder Designee; and (B) The Sponsor shall have the right, but not the obligation, to designate, and the individuals nominated for election as directors by or at the direction of the Board or a duly authorized committee of the Board shall consist include, a number of 11 membersindividuals such that, initially consisting upon the election of each such individual, and each other individual nominated by or at the direction of the Board or a duly authorized committee of the Board, as a director of the Company and taking into account any director continuing to serve without the need for re-election, the number of Blackstone Designees (as defined below) serving as directors of the Company will be equal to: (i) four Stockholder if the Sponsor and its affiliates collectively Beneficially Own 50% or more of the Common Stock as of the record date for such meeting, the lowest whole number that is greater than 50% of the Total Number of Directors, ; (ii) four ▇▇▇▇▇ Directors if the Sponsor and (iii) three Independent Common Stock Directors recommended by the Nominating Committee and approved by the Board. (b) Each of ▇▇. ▇▇▇▇▇ and the Stockholders shall vote all Restricted Securities Beneficially Owned by him or it, as the case may be, to cause, and the parties hereto each shall otherwise use its best efforts to cause, there to be (i) four Stockholder Directors for so long as the Stockholders Affiliates collectively Beneficially Own at least 2540% (but less than 50%) of the Common Stock as of the record date for such meeting, the lowest whole number that is greater than 40% of the outstanding shares Total Number of Directors; (iii) if the Sponsor and its Affiliates collectively Beneficially Own at least 30% (but less than 40%) of the Common Stock as of the record date for such meeting, the lowest whole number that is greater than 30% of the Total Number of Directors; (on a Fully Diluted Basis), (iiiv) three Stockholder Directors for so long as if the Stockholders Sponsor and its Affiliates collectively Beneficially Own at least 20% (but less than 25% 30%) of the outstanding shares of Common Stock (on a Fully Diluted Basis)as of the record date for such meeting, (iii) two Stockholder Directors for so long as the Stockholders Beneficially Own at least 15% but less lowest whole number that is greater than 20% of the outstanding shares Total Number of Common Stock Directors; and (on a Fully Diluted Basis), or (ivv) one Stockholder Director for so long as if the Stockholders Sponsor and its Affiliates collectively Beneficially Own at least 5% (but less than 1520%) of the Common Stock as of the record date for such meeting, the lowest whole number (such number always being equal to or greater than one) that is greater than 10% of the outstanding shares Total Number of Common Stock Directors (in each case, each such person a “Blackstone Designee”). (each director so designated by a Founder Group or Sponsor, a “Designee”); provided that if a Founder Group is entitled to only one Designee, such Designee shall be the applicable Founder of such Founder Group unless such Founder cannot serve on the Board due to death or disability; provided, further, that in the event a Fully Diluted BasisFounder Group is entitled to one Designee but the applicable Founder of such Founder Group cannot serve on the Board due to death or disability, such Designee shall be chosen by the other Founder, which individual must have relevant industry experience and such surviving Founder shall consult with the Blackstone Designees prior to choosing such Designee; provided, further, in the event both Founder Groups are entitled to each designate one Designee but both Founders are unable to serve on the Board due to death or disability, each such Designee shall be chosen by their respective Founder Groups, which individual must have industry experience and be reasonably acceptable to the Blackstone Designees (such approval shall not be unreasonably withheld, conditioned or delayed). (cii) Each Subject to Section 2.1(b)(i)(A), if at any time a Founder Group fails to meet the Founder Group Minimum Ownership Condition, then such Founder Group’s right to designate, nominate and replace any member of ▇▇. ▇▇▇▇▇ the Board (other than a Joint Founder Designee, if applicable) shall terminate and the Stockholders shall vote all Restricted Securities Beneficially Owned by him or it, as the case may be, reduce to causezero (0) directors, and such Founder Group agrees to promptly thereafter cause its Designee director to tender his or her immediate resignation from the parties hereto each shall otherwise use its best efforts to cause, there to be (i) four ▇▇▇▇▇ Directors for so long as ▇▇. ▇▇▇▇▇ Beneficially Owns at least 25% of the outstanding shares of Common Stock (on a Fully Diluted Basis), (ii) three ▇▇▇▇▇ Directors for so long as ▇▇. ▇▇▇▇▇ Beneficially Owns at least 20% but less than 25% of the outstanding shares of Common Stock (on a Fully Diluted Basis), Board. (iii) two ▇▇▇▇▇ Directors for so long In the event that a vacancy is created on the Board at any time by the death, disability, retirement, resignation or removal of any Designee director, only the Founder Group or Stockholder that designated such deceased, disabled, retired, resigning or removed Designee may designate another individual (the “Replacement Nominee”) to fill such vacancy and serve as ▇▇. ▇▇▇▇▇ Beneficially Owns at least 15% but less than 20% a director on the Board and each Stockholder agrees that it shall vote, or execute a written consent in lieu thereof with respect to all of the outstanding shares Securities beneficially owned or held of Common Stock (on a Fully Diluted Basis)record by it or cause all of the Securities beneficially owned by it to be voted, or cause a written consent in lieu thereof to be executed to elect such Replacement Nominee to the Board. (iv) one ▇▇▇▇▇ Director for so long as ▇▇. ▇▇▇▇▇ Beneficially Owns at least 5% but less than 15% Directors are subject to removal pursuant to the applicable provisions of the outstanding shares Certificate of Common Stock (on a Fully Diluted Basis). (d) ▇▇. ▇▇▇▇▇ shall cause holders Incorporation of Class A Common Stock to exercise their rights to elect Class A Directors in order to effectuate, to the extent necessary, the provisions contained in this Section 2.01Company; provided, however, notwithstanding anything contained in this Section 2.01 to the contrary, for so as long as any shares this Agreement remains in effect, (x) the Blackstone Designees may only be removed with the consent of Class A Common Stock are outstanding the Sponsor, (y) each Founder Designee may only be removed with the consent of the applicable Founder Group that designated such Founder Designee and entitled to elect Class A Directors(z) the Joint Founder Designee may only be removed with the consent of both Founder Groups, holders of shares of Class A Common Stock shall have the sole right to elect Class A Directorsin each case delivered in accordance with Section 7.13 hereof.

Board Representation. The Company agrees: (a) In accordance with the Certificate of Designation and subject to the rights of holders of the Company's serial preferred stock, as of the date hereof and for so long as the Stockholders shall be entitled to nominate at least one Director pursuant to Section 2.01(b), the Board shall consist of 11 members, initially consisting of (i) four Stockholder Directorsto increase the size of the board of directors of the Company (the “Board”) from eleven (11) to twelve (12) members, and (ii) four to appoint ▇▇▇▇▇ Directors and (iii) three Independent Common Stock Directors recommended by the Nominating Committee and approved by the Board. (b) Each of ▇▇. ▇▇▇▇▇▇▇ or his Replacement (as hereinafter defined) (the “Icahn Suggested Nominee”) as a Class II director on the Board (with a term expiring at the 2013 annual meeting of stockholders), effective as of the date of the 2012 annual meeting of stockholders, which meeting the Company agrees will be held no later than July 24, 2012 (the meeting of stockholders held no later than July 24, 2012, the “2012 Annual Meeting”); (b) if, from the date hereof until the 2012 Annual Meeting, the Icahn Suggested Nominee is unable or unwilling to serve as a director for any reason, the Icahn Group shall have the right to submit the name of a replacement (the “Replacement”) to the Company for its reasonable approval and the Stockholders who shall vote all Restricted Securities Beneficially Owned by him or it, serve as the case may be, to cause, and the parties hereto each shall otherwise use its best efforts to cause, there to be (i) four Stockholder Directors designee for so long appointment as the Stockholders Beneficially Own at least 25% of the outstanding shares of Common Stock (on a Fully Diluted Basis), (ii) three Stockholder Directors for so long as the Stockholders Beneficially Own at least 20% but less than 25% of the outstanding shares of Common Stock (on a Fully Diluted Basis), (iii) two Stockholder Directors for so long as the Stockholders Beneficially Own at least 15% but less than 20% of the outstanding shares of Common Stock (on a Fully Diluted Basis), or (iv) one Stockholder Director for so long as the Stockholders Beneficially Own at least 5% but less than 15% of the outstanding shares of Common Stock (on a Fully Diluted Basis).director; (c) Each if the Icahn Suggested Nominee (or his Replacement), once on the Board, ceases to continue to serve as a director prior to the 2013 annual meeting of ▇▇. ▇▇▇▇▇ stockholders, for any reason (other than pursuant to Section 2(d)), the Icahn Group shall have the right to submit the name of a Replacement to the Company for its reasonable approval and who, following such approval, the Stockholders Company shall vote all Restricted Securities Beneficially Owned by him or itappoint, as the case may bepromptly as practicable, to cause, and serve as director in substitution for the parties hereto each shall otherwise use its best efforts to cause, there to be (i) four ▇▇▇▇▇ Directors Icahn Suggested Nominee for so long as ▇▇. ▇▇▇▇▇ Beneficially Owns at least 25% the remainder of the outstanding shares term expiring at the 2013 annual meeting of Common Stock (on a Fully Diluted Basis), (ii) three ▇▇▇▇▇ Directors for so long as ▇▇. ▇▇▇▇▇ Beneficially Owns at least 20% but less than 25% of the outstanding shares of Common Stock (on a Fully Diluted Basis), (iii) two ▇▇▇▇▇ Directors for so long as ▇▇. ▇▇▇▇▇ Beneficially Owns at least 15% but less than 20% of the outstanding shares of Common Stock (on a Fully Diluted Basis), or (iv) one ▇▇▇▇▇ Director for so long as ▇▇. ▇▇▇▇▇ Beneficially Owns at least 5% but less than 15% of the outstanding shares of Common Stock (on a Fully Diluted Basis). (d) ▇▇. ▇▇▇▇▇ shall cause holders of Class A Common Stock to exercise their rights to elect Class A Directors in order to effectuate, to the extent necessary, the provisions contained in this Section 2.01stockholders; provided, however, notwithstanding anything that the Icahn Group shall not have the right to submit the name of a Replacement to the Company following delivery of the notice contemplated by Section 2(a)(z); (d) for purposes of clauses (b) and (c) above, if the proposed Replacement is not approved by the Company, the Icahn Group shall have the right to submit another proposed Replacement to the Company for its reasonable approval. The Icahn Group shall have the right to continue submitting the name of a proposed Replacement to the Company for its reasonable approval until the Company approves that such Replacement may serve, in the case of clause (b), as a designee for appointment as director, or in the case of clause (c), to serve as a director, at which time such person is appointed as the Replacement. The Company agrees that upon being requested to approve a proposed Replacement, it shall grant or withhold its reasonable approval as promptly as practicable; and (e) that it shall not file or commence any Legal Proceeding (as defined below) to contest the validity of this Section 1 or to seek a release from the obligations contained in this Section 2.01 to the contrary, for so long as any shares of Class A Common Stock are outstanding and entitled to elect Class A Directors, holders of shares of Class A Common Stock shall have the sole right to elect Class A Directors1.

Board Representation. (a) In accordance with At all times from and after --------------------- the Certificate date hereof, the Directors shall be nominated as follows (it being understood that such nomination shall include any nomination of Designation and subject any incumbent Director for reelection to the rights of holders of the Company's serial preferred stock, as of the date hereof and for Board): (i) so long as TDF is Qualified, TDF shall have the Stockholders right to appoint two Directors pursuant to the terms of the Class A Stock set forth in the Charter (the "TDF Designees") and the initial TDF Designees shall be entitled to nominate at least one Director pursuant to Section 2.01(b), the Board shall consist of 11 members, initially consisting of (i) four Stockholder Directors, (ii) four Michel ------------- Azibert and ▇▇▇▇▇ Directors and ▇▇▇▇▇▇▇▇▇; provided, however, that if TDF is not -------- ------- Qualified, such members of the TDF Group shall, so long as the Ownership Interest of the TDF Group is at least 5.0%, have the right to appoint a Director pursuant to the terms of such Class A Stock (the "TDF Designee"); ------------ (ii) so long as the Crown Group has beneficial ownership of at least 555,555 shares of Common Stock (as adjusted from time to time to take into account any stock split, stock dividend, recapitalization or other similar transaction) the members of the Crown Group holding in the aggregate a majority of the aggregate number of Shares held of record by the Crown Group shall have the right to designate one nominee for election as a Director (the "Crown Designee"); -------------- (iii) three Independent Common Stock Directors recommended so long as the Initial Stockholder Group maintains an Ownership Interest, the members of the Initial Stockholder Group holding in the aggregate a majority of the aggregate number of Shares held of record by the Nominating Committee and approved Initial Stockholder Group shall have the right to designate one nominee for election as a Director (the "Initial Stockholder Designee"), it being ---------------------------- understood that the Initial Stockholder may be such nominee; (iv) the Chief Executive Officer of the Company shall have the right to designate one nominee for election as a Director (the "CEO Designee"); ------------ (v) so long as the Ownership Interest of the Centennial Group is at least 5.0%, the members of the Centennial Group holding in the aggregate a majority of the aggregate number of Shares held of record by the Board.Centennial Group shall have the right to designate one nominee for election as a Director (the "Centennial Designee"); ------------------- (bvi) Each so long as the Ownership Interest of the Berkshire Group is at least 5.0%, the members of the Berkshire Group holding in the aggregate a majority of the aggregate number of Shares held of record by the Berkshire Group shall have the right to designate one nominee for election as a Director (the "Berkshire Designee"); ------------------ (vii) so long as the Ownership Interest of the Nassau Group is not less than the Ownership Interest of the Nassau Group immediately following the closing of the IPO, the members of the Nassau Group holding in the aggregate a majority of the aggregate number of Shares held of record by the Nassau Group shall have the right to designate one nominee for election as a Director (the "Nassau Designee"); and --------------- (viii) all Directors other than the Designees ("General Directors") ----------------- shall be nominated in accordance with the Charter and By-laws; provided, -------- however, that immediately upon the effectiveness of this Agreement, the ------- Company, through the Board, shall cause to be duly appointed to the Board at least four Independent Directors (including for the avoidance of doubt, the Independent Director designated for nomination by TDF as set forth below); provided, however, that TDF shall have a one-time right, -------- ------- exercisable upon the Closing, to designate one such Independent Director for nomination as a Director, which designee shall be ▇▇. ▇▇▇▇▇▇▇ and the Stockholders shall vote all Restricted Securities Beneficially Owned by him or it, as the case may be, to cause, and the parties hereto each shall otherwise use its best efforts to cause, there to be (i) four Stockholder Directors for so long as the Stockholders Beneficially Own at least 25% ▇. Murphy. For purposes of the outstanding shares of Common Stock (on a Fully Diluted Basisthis Section 3.02(a)(viii), (ii) three Stockholder Directors for so long as the Stockholders Beneficially Own at least 20% but less than 25% of the outstanding shares of Common Stock (on a Fully Diluted Basis), (iii) two Stockholder Directors for so long as the Stockholders Beneficially Own at least 15% but less than 20% of the outstanding shares of Common Stock (on a Fully Diluted Basis), or (iv) one Stockholder Director for so long as the Stockholders Beneficially Own at least 5% but less than 15% of the outstanding shares of Common Stock (on a Fully Diluted Basis). (c) Each of ▇▇. ▇▇▇▇▇▇ and the Stockholders shall vote all Restricted Securities Beneficially Owned by him or it▇. McKenzie, as the case may be, to cause, and the parties hereto each shall otherwise use its best efforts to cause, there to be (i) four ▇▇. ▇. Landis ▇▇▇▇▇▇ Directors for so long as and ▇▇. ▇▇▇▇▇▇ Beneficially Owns at least 25% ▇. Hutcheson, Jr. shall be deemed to be Independent Directors. (b) Without limiting the generality of the outstanding shares of Common Stock (on a Fully Diluted BasisSection 3.02(a), in the event that at any time after the date hereof the number of Directors designated by a Group pursuant to Section 3.02(a) differs from the number that such Group has the right (and desire) to designate, (i) if the number of such Directors exceeds such number, such Group shall promptly take all appropriate action to cause to resign that number of Directors designated by such Group as is required to make the remaining number of such Directors conform to the provisions of this Agreement or (ii) three ▇▇▇▇▇ if the number of such Directors for so long as ▇▇. ▇▇▇▇▇ Beneficially Owns at least 20% but otherwise is less than 25% such number, the Board shall take all necessary action to create sufficient vacancies on the Board to permit such Group to designate the full number of Directors which it is entitled (and desires) to designate pursuant to the provisions of this Agreement (such action may include but need not be limited to seeking the resignation or removal of Directors or, at the request of such Group and/or calling a special meeting of the outstanding shares of Common Stock (on a Fully Diluted Basis), (iii) two ▇▇▇▇▇ Directors for so long as ▇▇. ▇▇▇▇▇ Beneficially Owns at least 15% but less than 20% stockholders of the outstanding shares Company for the purpose of Common Stock (on removing Directors to create such vacancies to the extent permitted by applicable law). Upon the creation of any vacancy pursuant to the preceding sentence, such Group shall designate a Fully Diluted Basis), or (iv) one ▇▇▇▇▇ Director for nominee to fill any such vacancy in accordance with the provisions of this Agreement and the Board shall elect each nominee so long as ▇▇. ▇▇▇▇▇ Beneficially Owns at least 5% but less than 15% of the outstanding shares of Common Stock (on a Fully Diluted Basis)designated. (dc) ▇▇. ▇▇▇▇▇ Subject to TDF's right pursuant to Section 3.02(a)(viii), no Group shall cause holders be entitled to designate any nominee for election as a Director under more than one paragraph of Class A Common Stock to exercise their rights to elect Class A Directors in order to effectuate, to the extent necessary, the provisions contained in this Section 2.01; provided, however, notwithstanding anything contained in this Section 2.01 to the contrary, for so long as any shares of Class A Common Stock are outstanding and entitled to elect Class A Directors, holders of shares of Class A Common Stock shall have the sole right to elect Class A Directors3.02.

Board Representation. (a) In accordance with the Certificate of Designation and subject to the rights of holders of the Company's serial preferred stock, as of the date hereof and for so long as the Stockholders shall be entitled to nominate at least one Director pursuant to Section 2.01(b), the Board shall consist of 11 members, initially consisting of (i) four Stockholder Directors, (ii) four The Manager has identified ▇▇▇▇▇ Directors ▇. ▇▇▇▇▇ to PPBI and Pacific Premier Bank (iii“Pacific Premier”) three Independent Common Stock Directors recommended by the Nominating Committee and approved by the Board. (b) Each of or, if ▇▇. ▇▇▇▇▇ is unable to serve, the Manager will identify another individual mutually acceptable to the Manager and PPBI (the “Manager Nominee”) to potentially serve on the Board of Directors of PPBI (the “PPBI Board”) and the Stockholders shall vote Board of Directors of Pacific Premier Bank (the “Pacific Premier Board”). If requested by the Manager prior to the effectiveness of the Merger, PPBI and Pacific Premier Bank agree that, upon such effectiveness, each will appoint such Manager Nominee to the PPBI Board and to the Pacific Premier Board, subject to: (a) such Manager Nominee being qualified to serve as a member of the PPBI Board and the Pacific Premier Board under all Restricted Securities Beneficially Owned by him applicable corporate governance policies or it, as the case may be, to causeguidelines of PPBI and Pacific Premier, and applicable legal, regulatory and stock market requirements, (b) the parties hereto each shall otherwise use its best efforts to cause, there reasonable approval of the Corporate Governance and Nominating Committee of the PPBI Board (such approval not to be unreasonably withheld or delayed) and (ic) four Stockholder Directors the receipt of any necessary regulatory approvals. (ii) From and after the Merger, and for so long as the Stockholders Beneficially Own at least 25% Investors’ beneficial ownership (as determined in accordance with Rule 13d-3 under the Securities Exchange Act of 1934, as amended) of the issued and outstanding shares of Common Stock the common stock of PPBI (on a Fully Diluted Basis)“Investors’ Beneficial Ownership”) is equal to 9.90% or more, PPBI will take all lawful action to, if requested by the Manager, (i) elect the Manager Nominee to the Pacific Premier Board and (ii) three Stockholder Directors nominate and recommend to its shareholders the Manager Nominee for election to the PPBI Board at PPBI’s annual meeting of shareholders. If so requested by the Manager, PPBI shall use its reasonable best efforts to cause the Manager Nominee to be elected as a director of PPBI, and PPBI shall solicit proxies for such person to the same extent as it does for any of its other nominees to the PPBI Board. The Manager shall notify PPBI of any proposed Manager Nominee to the PPBI Board, in writing, no later than the latest date on which shareholders of PPBI may make nominations to the PPBI Board in accordance with the bylaws of PPBI, together with all information concerning such nominee reasonably requested by PPBI, so that PPBI can comply with applicable disclosure rules (the “Nominee Disclosure Information”); provided that in the event the Manager fails to provide any such notice, the Manager Nominee shall be the person then serving as the Manager Nominee as long as the Stockholders Beneficially Own at least 20% but less than 25% of Manager provides the outstanding shares of Common Stock (on a Fully Diluted Basis), Nominee Disclosure Information to PPBI promptly upon request by PPBI. (iii) two Stockholder Directors for so long If the Manager Nominee ceases to serve as the Stockholders Beneficially Own at least 15% but less than 20% a director of the outstanding shares of Common Stock PPBI Board and/or the Pacific Premier Board for any reason (on a Fully Diluted Basisother than due to the fact that the Investors’ Beneficial Ownership falls below the threshold set forth in this letter agreement), PPBI shall, if so requested by the Manager, use its reasonable best efforts to take all action required to fill the vacancy or vacancies created thereby with an individual designated by the Manager (a “Manager Successor Designee”) to serve in place of such Manager Nominee for the remainder of the term that the Manager Nominee who is being replaced would have served if he or she had not been replaced, subject to such Manager Successor Designee being reasonably acceptable to PPBI and qualified to serve as a member of the PPBI Board and the Pacific Premier Board under all applicable corporate governance policies or guidelines of PPBI and Pacific Premier and applicable legal, regulatory and stock market requirements. During any period when a Manager Nominee is not serving on the PPBI Board or Pacific Premier Board but the Manager is entitled to have board representation hereunder, the Manager shall be entitled to receive all materials distributed for or at all meetings (telephonic or otherwise) of the PPBI Board and the Pacific Premier Board and their respective committees, except for any documents subject to an attorney-client or attorney-client work product privilege. (iv) one Stockholder Director for Subject to subsection 1(v) below, if a Manager Nominee is nominated by PPBI but not elected to the PPBI Board, PPBI shall, if so long as requested by the Stockholders Beneficially Own at least 5% but less than 15% Manager, immediately increase the size of the outstanding shares PPBI Board and appoint an individual designated by the Manager and reasonably acceptable to PPBI (such individual to be different from the individual who was not elected by the shareholders of Common Stock (on a Fully Diluted Basis)PPBI) to the PPBI Board. (cv) Each Anything to the contrary provided in this Section 1 notwithstanding, no increase in the size of ▇▇. ▇▇▇▇▇ the PPBI Board shall be required by this Section 1 if it would cause the size of the PPBI Board to exceed the maximum size permitted under PPBI’s Amended and the Stockholders Restated Certificate of Incorporations (“Certificate of Incorporation”) or Amended and Restated Bylaws (“Bylaws”); provided that PPBI shall vote all Restricted Securities Beneficially Owned by him or it, as the case may be, to cause, and the parties hereto each shall otherwise use its reasonable best efforts to causeamend such Certificate of Incorporation or Bylaws to increase the number of directorships necessary to appoint the individual designated by the Manager, there including, without limitation, submitting a shareholder proposal to be (i) four ▇▇▇▇▇ Directors for so long as ▇▇. ▇▇▇▇▇ Beneficially Owns amend the Certificate of Incorporation or Bylaws to increase the number of seats submitted to a vote of shareholders at least 25% PPBI’s next annual meeting of the outstanding shares of Common Stock (on a Fully Diluted Basis), (ii) three ▇▇▇▇▇ Directors for so long as ▇▇. ▇▇▇▇▇ Beneficially Owns at least 20% but less than 25% of the outstanding shares of Common Stock (on a Fully Diluted Basis), (iii) two ▇▇▇▇▇ Directors for so long as ▇▇. ▇▇▇▇▇ Beneficially Owns at least 15% but less than 20% of the outstanding shares of Common Stock (on a Fully Diluted Basis), or (iv) one ▇▇▇▇▇ Director for so long as ▇▇. ▇▇▇▇▇ Beneficially Owns at least 5% but less than 15% of the outstanding shares of Common Stock (on a Fully Diluted Basis)shareholders. (dvi) ▇▇. ▇▇▇▇▇ shall cause holders At such time as the Investors’ Beneficial Ownership is less than 9.90% the Manager will have no further rights under this letter agreement, and at the written request of Class A Common Stock to exercise their rights to elect Class A Directors in order to effectuate, to the extent necessaryPPBI Board, the provisions contained in this Section 2.01; providedManager shall use its reasonable best efforts to cause the Manager Nominee to resign from the PPBI Board as promptly as possible thereafter, howeverand at the written request of the Pacific Premier Board, notwithstanding anything contained in this Section 2.01 the Manager shall use its reasonable best efforts to cause the contrary, for so long Manager Nominee to resign from the Pacific Premier Board as any shares of Class A Common Stock are outstanding and entitled to elect Class A Directors, holders of shares of Class A Common Stock shall have the sole right to elect Class A Directorspromptly as possible thereafter.

Board Representation. (a) In accordance with [intentionally left blank] (b) From and after such time as the Certificate of Designation and subject to the rights of holders criteria set forth in Section V.B.5(b) of the Company's serial preferred stock, as Amended and Restated Certificate of Incorporation with respect to the date hereof election of directors by the Series F Holders are no longer satisfied and for so long as 20% of the Stockholders shall be entitled Series F Conversion Shares (as defined below) are held by Series F Holders, each Investor covenants to nominate vote his or its shares in favor of at least one Director pursuant three (3) directors (the "Series F Directors") designated by the holders of a majority of the Series F Conversion Shares held by the Series F Holders at each annual meeting of stockholders of the Company at which any director is elected or at the time of any written consent to Section 2.01(b)action in lieu of any such meeting; PROVIDED, the Board shall consist of 11 members, initially consisting of that (i) four Stockholder Directorsfor so long as Electra (or its assignee) owns at least 213,360 Series F Conversion Shares (as such number may be adjusted appropriately for stock splits, stock dividends, combinations and other recapitalizations), Electra (or its assignee, provided such assignee is an Affiliate of Electra) shall have the right to designate one (1) of the directors (the "Electra Director") to be designated by the holders of the Series F Conversion Shares, (ii) four ▇▇▇▇▇ Directors for so long as Central Investment Holdings, Inc. ("CIH") (or its assignee) owns at least 213,360 Series F Conversion Shares (as such number may be adjusted appropriately for stock splits, stock dividends, combinations and other recapitalizations), CIH (or its assignee, provided such assignee is an Affiliate of CIH) shall have the right to designate one (1) of the directors to be designated by the holders of the Series F Conversion Shares; and (iii) three Independent for so long as Toronto Dominion (or its assignee) owns at least 213,360 Series F Conversion Shares (as such number may be adjusted appropriately for stock splits, stock dividends, combinations and other recapitalizations), Toronto Dominion (or its assignee, provided such assignee is an Affiliate) shall have the right to designate one (1) of the directors to be designated by the holders of the Series F Conversion Shares, PROVIDED, HOWEVER, that Toronto Dominion or such Affiliate shall not be entitled to so designate such director if exercising this right would be in violation of the Bank Holding Company Act (as defined in Section 2A.4). At least one of the Series F Directors, which shall be the Electra Director, if any, shall have the right to be a member of the Audit and Compensation Committees of the Board, if any, or of any committee of the Board performing comparable functions. For purposes of this Section 2.6(b), "Series F Conversion Shares" shall mean the shares of Common Stock Directors recommended issued or issuable upon conversion of the shares of Series F-1 Preferred Stock originally issued pursuant to the Securities Purchase Agreement dated as of December 6, 1995, as assumed, among the Company and the Investors named therein (the "Series F Purchase Agreement") or shares of Common Stock issued or issuable upon conversion of the shares of Series F-1 Preferred Stock issued upon conversion of the Series F-2 Preferred Stock originally issued pursuant to the Series F Purchase Agreement. No director(s) so designated by the Nominating Committee and approved by holders of the Board. Series F Conversion Shares, or Electra, CIH or Toronto Dominion (b) Each or its respective assignee, provided such assignee is an Affiliate of ▇▇. ▇▇▇▇▇ and the Stockholders shall vote all Restricted Securities Beneficially Owned by him Electra, CIH or itToronto Dominion), as the case may be, to causemay be removed without the prior consent, and the parties hereto each shall otherwise use its best efforts to causegiven in person or by proxy, there to be (i) four Stockholder Directors either in writing or at a special meeting called for so long as the Stockholders Beneficially Own at least 25% that purpose, of the outstanding shares holders of Common Stock (on such Series F Conversion Shares, voting separately as a Fully Diluted Basis), (ii) three Stockholder Directors for so long as the Stockholders Beneficially Own at least 20% but less than 25% class. In case of the outstanding shares death, resignation or other removal of Common Stock (on any Series F Director, including the Electra Director, the holders of a Fully Diluted Basis), (iii) two Stockholder Directors for so long as the Stockholders Beneficially Own at least 15% but less than 20% majority of the outstanding shares of Common Stock (on a Fully Diluted Basis)Series F Conversion Shares held by the Series F Holders, or Electra (iv) one Stockholder Director for so long as the Stockholders Beneficially Own at least 5% but less than 15% of the outstanding shares of Common Stock (on a Fully Diluted Basisor its assignee). (c) Each of ▇▇. ▇▇▇▇▇ and the Stockholders shall vote all Restricted Securities Beneficially Owned by him or it, as the case may be, shall have the right to causedesignate a successor director to hold such office for the unexpired term of such removed director. Each Investor covenants and agrees to vote his or its shares, and as promptly as possible, either at a special meeting called for such purpose or by written consent in lieu of a meeting, in favor of the parties hereto each shall otherwise use election of such successor designee. Until the Company completes an initial public offering of its best efforts Common Stock or is sold to causeor merges with another entity, there to be (i) four ▇▇▇▇▇ none of Vanguard or Electra, in their capacity as stockholders of the Company, will take any actions which would result in the representative of BEA Associates, as the manager of certain investment funds that are stockholders of the Company, being removed from the Board of Directors for of the Company, so long as ▇▇. ▇▇▇▇▇ Beneficially Owns at least 25% such investment funds retain their current level of ownership of Registrable Securities (as defined in subsection 1.1(f) hereof) and Registrable Securities (as defined in the Registration Rights Agreement) owned by them as of the outstanding shares of Common Stock (on a Fully Diluted Basis), (ii) three ▇▇▇▇▇ Directors for so long as ▇▇. ▇▇▇▇▇ Beneficially Owns at least 20% but less than 25% of the outstanding shares of Common Stock (on a Fully Diluted Basis), (iii) two ▇▇▇▇▇ Directors for so long as ▇▇. ▇▇▇▇▇ Beneficially Owns at least 15% but less than 20% of the outstanding shares of Common Stock (on a Fully Diluted Basis), or (iv) one ▇▇▇▇▇ Director for so long as ▇▇. ▇▇▇▇▇ Beneficially Owns at least 5% but less than 15% of the outstanding shares of Common Stock (on a Fully Diluted Basis)date hereof. (d) ▇▇. ▇▇▇▇▇ shall cause holders of Class A Common Stock to exercise their rights to elect Class A Directors in order to effectuate, to the extent necessary, the provisions contained in this Section 2.01; provided, however, notwithstanding anything contained in this Section 2.01 to the contrary, for so long as any shares of Class A Common Stock are outstanding and entitled to elect Class A Directors, holders of shares of Class A Common Stock shall have the sole right to elect Class A Directors.

Board Representation. Each Party, severally and not jointly, agrees with the Company to take all Necessary Action to cause (ax) In the Board to be comprised of seven (7) directors and (y) those individuals to be nominated in accordance with this Article 3, initially: i. three of whom (the Certificate of Designation “Sentinel Designees” and subject each a “Sentinel Designee”) have been nominated by the ▇▇▇▇▇▇ Stockholder, initially designated as set forth on Exhibit 3(a) hereto, and thereafter designated pursuant to the rights of holders of the Company's serial preferred stockthis Section 3.a.i or Section 3.d.ii, as of the date hereof and applicable, and; provided that for so long as the Stockholders shall be entitled to nominate at least one Director pursuant to Section 2.01(b), the Board shall consist of 11 members, initially consisting of (i) four Stockholder Directors, (ii) four ▇▇▇▇▇▇ Directors and (iii) three Independent Common Stock Directors recommended by Stockholder has the Nominating Committee and approved by right to designate two or more Sentinel Designees, one of the Board. (b) Each of Sentinel Designees must qualify as an “independent director” under stock exchange regulations applicable to the Company; provided, further, that only for so long as the ▇▇. ▇▇▇▇▇ and Investors Beneficially Own a number of Voting Shares representing at least the Stockholders shall vote all Restricted Securities percentage set forth below of the number of Voting Shares Beneficially Owned by him or itthe ▇▇▇▇▇▇ Investors immediately after the Closing shown below, as the case may be, to causeCompany shall, and the parties hereto Parties shall, take all Necessary Action to include in the slate of nominees recommended by the Board for election as directors at each shall otherwise use its best efforts to causeapplicable annual or special meeting of stockholders of the Company, there including at every adjournment or postponement thereof, at which directors are to be elected, that number of individuals designated by the ▇▇▇▇▇▇ Stockholder that, if elected, will result in the ▇▇▇▇▇▇ Stockholder having the number of directors serving on the Board that is shown in the column labeled “Number of Sentinel Designees” below; provided, further, that, notwithstanding anything in this Agreement to the contrary, after the number of Sentinel Designees is reduced because the percentage of Voting Shares Beneficially Owned by the ▇▇▇▇▇▇ Investors is reduced, the ▇▇▇▇▇▇ Stockholder cannot subsequently increase the number of Sentinel Designees entitled to be designated as a result of the acquisition of Beneficial Ownership of additional Voting Shares by the ▇▇▇▇▇▇ Investors: 64% or greater 3 39% or greater, up to but not including 64% 2 14% or greater, up to but not including 39% 1 Less than 14% 0 ii. two of whom (ithe “Sponsor Designees” and each a “Sponsor Designee”) four Stockholder Directors have been initially designated as set forth on Exhibit 3(a) hereto, and thereafter designated pursuant to this Section 3.a.ii or Section 3.d.iii, as applicable; provided, that, only for so long as the Stockholders Sponsor Investors Beneficially Own a number of Voting Shares representing at least 25% the percentage set forth below of the outstanding shares number of Common Stock (on a Fully Diluted Basis), (ii) three Stockholder Directors for so long as the Stockholders Beneficially Own at least 20% but less than 25% of the outstanding shares of Common Stock (on a Fully Diluted Basis), (iii) two Stockholder Directors for so long as the Stockholders Beneficially Own at least 15% but less than 20% of the outstanding shares of Common Stock (on a Fully Diluted Basis), or (iv) one Stockholder Director for so long as the Stockholders Beneficially Own at least 5% but less than 15% of the outstanding shares of Common Stock (on a Fully Diluted Basis). (c) Each of ▇▇. ▇▇▇▇▇ and the Stockholders shall vote all Restricted Securities Voting Shares Beneficially Owned by him or itthe Sponsor Investors immediately after the Closing shown below, as the case may be, to causeCompany shall, and the parties hereto Parties shall, take all Necessary Action to include in the slate of nominees recommended by the Board for election as directors at each shall otherwise use its best efforts to causeapplicable annual or special meeting of stockholders of the Company, there including at every adjournment or postponement thereof, at which directors are to be (i) four ▇▇▇▇▇ Directors for so long as ▇▇. ▇▇▇▇▇ Beneficially Owns at least 25% elected, that number of individuals designated by the outstanding shares Sponsor that, if elected, will result in the Sponsor having the number of Common Stock (directors serving on a Fully Diluted Basis), (ii) three ▇▇▇▇▇ Directors for so long as ▇▇. ▇▇▇▇▇ Beneficially Owns at least 20% but less than 25% the Board that is shown in the column labeled “Number of the outstanding shares of Common Stock (on a Fully Diluted Basis), (iii) two ▇▇▇▇▇ Directors for so long as ▇▇. ▇▇▇▇▇ Beneficially Owns at least 15% but less than 20% of the outstanding shares of Common Stock (on a Fully Diluted Basis), or (iv) one ▇▇▇▇▇ Director for so long as ▇▇. ▇▇▇▇▇ Beneficially Owns at least 5% but less than 15% of the outstanding shares of Common Stock (on a Fully Diluted Basis). (d) ▇▇. ▇▇▇▇▇ shall cause holders of Class A Common Stock to exercise their rights to elect Class A Directors in order to effectuate, to the extent necessary, the provisions contained in this Section 2.01Sponsor Designees” below; provided, howeverfurther, that, notwithstanding anything contained in this Section 2.01 Agreement to the contrary, for so long as any shares but subject in all respects to the last sentence of Class A Common Stock are outstanding and this Section 3.a.ii, after the number of Sponsor Designees is reduced because the percentage of Voting Shares Beneficially Owned by the Sponsor Investors is reduced, the Sponsor cannot subsequently increase the number of Sponsor Designees entitled to elect Class A Directorsbe designated as a result of the acquisition of Beneficial Ownership of additional Voting Shares by the Sponsor Investors. Notwithstanding the foregoing, holders when calculating the percentage of shares Voting Shares Beneficially owned by the Sponsor Investor on any date of Class A Common Stock determination, each of the number of Voting Shares held on such date of determination and the number of Voting Shares Beneficially owned by the Sponsor Investors immediately after the Closing shall have be deemed to include any Earn-out Shares (as defined in the sole right Sponsor Agreement) vested in accordance with the Sponsor Agreement as of such date of determination: 50% or greater 2 25% or greater, up to elect Class A Directorsbut not including 50% 1 Less than 25% 0 iii. one of whom (the “Other Designee”, together with the Sentinel Designees and the Sponsor Designees, the “Designees”) has been initially designated as set forth on Exhibit 3(a) hereto and shall thereafter be designated as determined by the Board; provided, that the Other Designee must qualify (1) in the determination of the Board as an “independent director” under stock exchange regulations applicable to the Company and (2) as an “audit committee financial expert” within the meaning of U.S. Securities and Exchange Commission Regulation S-K. iv. one of whom (the “CEO Director”) shall be the individual serving as the Chief Executive Officer of the Company and who is initially set forth on Exhibit 3(a) hereto.

Board Representation. (a) In accordance with the Certificate of Designation and subject to the rights of holders of the Company's serial preferred stock, as of the date hereof and for For so long as the Stockholders Termination Date has not occurred: (i) the Board will consist of no more than nine (9) directors (with one of the directors to be the Chief Executive Officer of the Company ("CEO") following the appointment of the new CEO at the conclusion of the CEO search process contemplated hereby) and the Company shall not decrease the size of the Board if such decrease would require the resignation of any of the Investor Nominees or the Independent Nominee; (ii) at (A) each of the 2022 Meeting and the 2023 Meeting and (B) any special meeting of shareholders of the Company held prior to the Termination Date at which the election of directors is considered, the Company will (1) cause the Company's slate of nominees standing for election, and recommended by or on behalf of the Board, at each such meeting to include the Investor Nominees and the Independent Nominee, (2) nominate and reflect in the management information circular and form of proxy for each such meeting the nomination of the Investor Nominees and the Independent Nominee for election as directors of the Company at each such meeting, (3) cause all valid proxies received by the Company to be voted in the manner specified by such proxies and, to the extent permitted under applicable law and stock exchange rules, cause all such proxies for which a vote is not specified in respect of the election of directors to be voted for the Investor Nominees and the Independent Nominee and (4) solicit proxies in favor of and otherwise support the election of the Investor Nominees and the Independent Nominee in a manner no less favorable than the manner in which the Company supports its other nominees for election at any such meeting; (iii) RCF acknowledges that, in the event that an Investor Nominee or an Independent Nominee ceases to satisfy the Nominee Independence Requirements, is prohibited by law or stock exchange rule from serving on the Board or is required to resign from the Board pursuant to the Majority Voting Policy of the Company, such Investor Nominee or Independent Nominee, as the case may be, shall forthwith tender his or her resignation from the Board (and any committee thereof) with immediate effect, unless the Board otherwise determines; (iv) if an Investor Nominee resigns or is removed as a director or is otherwise unwilling or unable to serve as a director for any reason, including as a result of death or disability, or an Investor Nominee ceasing to satisfy the Nominee Independence Requirements, RCF shall be entitled to nominate designate a replacement director as a substitute director (any such nominee, a "Substitute Nominee"), provided that such Substitute Nominee must satisfy the Nominee Independence Requirements and be acceptable to the Nominating and Corporate Governance Committee (the "NCGC"), acting reasonably, and the Company and the Board shall take all necessary action to appoint any such Substitute Nominee as a director as promptly as practicable and upon becoming a director, such Substitute Nominee will succeed to all of the rights and privileges, and will be bound by the terms and conditions, of the Investor Nominees under this Agreement. If any individual that RCF designates as a proposed Substitute Nominee is not acceptable to the NCGC or the Board, RCF shall be entitled to designate a different individual as the proposed Substitute Nominee, and so on, until a Substitute Nominee who is acceptable to the NCGC, acting reasonably, has been recommended by the NCGC and appointed to the Board; (v) if the Independent Nominee ceases to be a director or chooses not to stand for election for any reason at any meeting of shareholders of the Company where directors are elected, then a replacement Independent Nominee shall be selected as the Ad Hoc Nominating Committee or the NCGC, as applicable, may recommend and the Board may approve with RCF being expressly permitted in such circumstances to recommend replacement Independent Nominee candidates for consideration by the Ad Hoc Nominating Committee or the NCGC, as applicable, and, upon such approval by the Board, such replacement shall be the Independent Nominee for purposes of this Agreement and succeed to all of the rights and privileges, and will be bound by the terms and conditions, of the Independent Nominee under this Agreement; and (vi) each committee of the Board created by the Board after the execution of this Agreement shall include at least one Director pursuant Investor Nominee or the Independent Nominee, subject to Section 2.01(b), applicable laws and stock exchange rules. (b) One Investor Nominee will be appointed as a member of each standing committee of the Board shall consist that exists immediately following the execution of 11 membersthis Agreement with such appointments to occur as promptly as practicable upon execution of this Agreement; provided that, initially consisting of unless otherwise agreed by the applicable Investor Nominee and the Board (i) four Stockholder Directors, (ii) four ▇▇▇▇▇ Directors ▇▇▇▇▇ shall be appointed to the Audit and Finance Committee and, following completion and publication of the audited financial statements for the financial year ended December 31, 2021, he shall become the chair of such committee, and (iiiii) three Independent Common Stock Directors recommended by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ shall be appointed to the Nominating Committee and approved by the BoardNCGC. (bc) Each Concurrently with the execution of this Agreement, the Company confirms that the Board has formed a CEO Search Committee (the "CEO Search Committee") composed of the following members: ▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ and ▇▇▇▇▇ ▇'▇▇▇▇. All decisions of the CEO Search Committee, including with respect to the selection and recommendation of a CEO to the Board, must be approved by a majority vote of the members of the CEO Search Committee. The Company shall provide all necessary resources and assistance to the CEO Search Committee to enable it to fulfill its functions as quickly and efficiently as practicable, and the CEO Search Committee may retain and meet with one or more recruitment or search firm(s) as reasonably required to assist it in its functions. The mandate of the CEO Search Committee provides that such committee shall not be terminated or disbanded, its mandate shall not be amended or removed, and it shall not have its powers and authorities reduced, in each case, without the prior written consent of a majority of the members of the CEO Search Committee, provided that the CEO Search Committee shall be disbanded upon the appointment of a new CEO. (d) Concurrently with the execution of this Agreement, the Company confirms that the Board has formed an Ad Hoc Nominating Committee (the "Ad Hoc Nominating Committee") composed of the following members: ▇▇▇▇▇ ▇'▇▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇ and ▇▇▇ ▇▇▇▇▇. ▇▇▇▇▇ ▇'▇▇▇▇ and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ shall serve as Co-Chairs of the Ad Hoc Nominating Committee. All decisions of the Ad Hoc Nominating Committee, including with respect to the vetting, evaluation, selection, recommendation and nomination of the Independent Nominee candidates must be approved by a majority vote of the members of the Ad Hoc Nominating Committee. The Company shall provide all necessary resources and assistance to the Ad Hoc Nominating Committee to enable it to fulfill its functions as quickly and efficiently as practicable, and the Stockholders Ad Hoc Nominating Committee may retain and meet with one or more recruitment or search firm(s) as reasonably required to assist it in its functions. The mandate of the Ad Hoc Nominating Committee provides that such committee shall vote not be terminated or disbanded, its mandate shall not be amended or removed, and it shall not have its powers and authorities reduced, in each case, without the prior written consent of a majority of the members of the Ad Hoc Nominating Committee, provided that the Ad Hoc Nominating Committee shall be disbanded on the date of the 2022 Meeting. (e) The Company and each of the Investor Nominees and the Independent Nominee shall make all Restricted Securities Beneficially Owned by him or itnecessary filings required in connection with the appointment of such Investor Nominee and Independent Nominee, as the case may be, with any governmental or regulatory authority or stock exchange that has, or may have, jurisdiction over the Company. The Company shall assist each of the Investor Nominees and the Independent Nominee in connection with any such necessary filings in a manner no less favorable than the Company assists other directors in this regard. (f) Upon appointment to causethe Board, each Investor Nominee and the Independent Nominee shall receive the same compensation, expense reimbursement and benefits of director and officer insurance and any indemnity and exculpation arrangements available generally to the other non-executive directors and shall be required to comply with all policies, procedures, processes, codes, rules, standards and guidelines applicable to directors, and shall preserve the parties hereto each confidentiality of Company business and information, including discussions or matters considered in meetings of the Board or Board committees. (g) The Company's obligations in this Section 3 (including, for certainty, any obligation to appoint a Substitute Nominee) shall otherwise use its best efforts to cause, there to be terminate upon either of the following: (i) four Stockholder Directors for so long as any material breach of this Agreement by the Stockholders Beneficially Own RCF Group (including without limitation the RCF Group's failure to comply with Section 6(a)) or (ii) the RCF Group ceasing to beneficially own, directly or indirectly, at least 252.5% of the issued and outstanding shares Common Shares (and RCF covenants and agrees that it shall promptly advise the Company in writing within two (2) business days after the RCF Group ceases to beneficially own, or exercise control or direction over, directly or indirectly, such percentage of Common Stock (on a Fully Diluted Basis), (ii) three Stockholder Directors for so long as the Stockholders Beneficially Own at least 20% but less than 25% of the outstanding shares of Common Stock (on a Fully Diluted Basis), (iii) two Stockholder Directors for so long as the Stockholders Beneficially Own at least 15% but less than 20% of the outstanding shares of Common Stock (on a Fully Diluted Basis), or (iv) one Stockholder Director for so long as the Stockholders Beneficially Own at least 5% but less than 15% of the outstanding shares of Common Stock (on a Fully Diluted BasisShares). (c) Each of ▇▇. ▇▇▇▇▇ and the Stockholders shall vote all Restricted Securities Beneficially Owned by him or it, as the case may be, to cause, and the parties hereto each shall otherwise use its best efforts to cause, there to be (i) four ▇▇▇▇▇ Directors for so long as ▇▇. ▇▇▇▇▇ Beneficially Owns at least 25% of the outstanding shares of Common Stock (on a Fully Diluted Basis), (ii) three ▇▇▇▇▇ Directors for so long as ▇▇. ▇▇▇▇▇ Beneficially Owns at least 20% but less than 25% of the outstanding shares of Common Stock (on a Fully Diluted Basis), (iii) two ▇▇▇▇▇ Directors for so long as ▇▇. ▇▇▇▇▇ Beneficially Owns at least 15% but less than 20% of the outstanding shares of Common Stock (on a Fully Diluted Basis), or (iv) one ▇▇▇▇▇ Director for so long as ▇▇. ▇▇▇▇▇ Beneficially Owns at least 5% but less than 15% of the outstanding shares of Common Stock (on a Fully Diluted Basis). (d) ▇▇. ▇▇▇▇▇ shall cause holders of Class A Common Stock to exercise their rights to elect Class A Directors in order to effectuate, to the extent necessary, the provisions contained in this Section 2.01; provided, however, notwithstanding anything contained in this Section 2.01 to the contrary, for so long as any shares of Class A Common Stock are outstanding and entitled to elect Class A Directors, holders of shares of Class A Common Stock shall have the sole right to elect Class A Directors.

Board Representation. (a) In accordance with the Certificate of Designation and subject to the rights of holders of the Company's serial preferred stock, as of the date hereof and for For so long as the Stockholders shall be entitled to nominate ABS Control Group collectively has beneficial ownership of less than 50% but at least one Director pursuant 35% of the aggregate number of Company Shares then outstanding, Investor Holdco shall have the right to Section 2.01(b), designate to the Board shall consist of 11 members, initially consisting Directors a number of individuals who satisfy the Director Requirements equal to one director fewer than 50% of the size of the Board of Directors at any time (i) four Stockholder Directors, (ii) four ▇▇▇▇▇ Directors and (iii) three Independent Common Stock Directors recommended by rounded up to the Nominating Committee and approved by the Boardnext whole number). (b) Each of ▇▇. ▇▇▇▇▇ and the Stockholders shall vote all Restricted Securities Beneficially Owned by him or it, as the case may be, to cause, and the parties hereto each shall otherwise use its best efforts to cause, there to be (i) four Stockholder Directors for For so long as the Stockholders Beneficially Own any Holder has beneficial ownership of less than 35% but at least 20% of the aggregate number of Company Shares then outstanding, such Holder shall have the right to designate to the Board of Directors a number of individuals who satisfy the Director Requirements equal to the greater of (A) three or (B) 25% of the outstanding shares of Common Stock (on a Fully Diluted Basis), (ii) three Stockholder Directors for so long as the Stockholders Beneficially Own at least 20% but less than 25% size of the outstanding shares Board of Common Stock Directors at any time (on a Fully Diluted Basis), (iii) two Stockholder Directors for so long as rounded up to the Stockholders Beneficially Own at least 15% but less than 20% of the outstanding shares of Common Stock (on a Fully Diluted Basis), or (iv) one Stockholder Director for so long as the Stockholders Beneficially Own at least 5% but less than 15% of the outstanding shares of Common Stock (on a Fully Diluted Basisnext whole number). (c) Each of ▇▇. ▇▇▇▇▇ and the Stockholders shall vote all Restricted Securities Beneficially Owned by him or it, as the case may be, to cause, and the parties hereto each shall otherwise use its best efforts to cause, there to be (i) four ▇▇▇▇▇ Directors for For so long as ▇▇. ▇▇▇▇▇ Beneficially Owns at least 25% any Holder has beneficial ownership of the outstanding shares of Common Stock (on a Fully Diluted Basis), (ii) three ▇▇▇▇▇ Directors for so long as ▇▇. ▇▇▇▇▇ Beneficially Owns at least less than 20% but less than 25% of the outstanding shares of Common Stock (on a Fully Diluted Basis), (iii) two ▇▇▇▇▇ Directors for so long as ▇▇. ▇▇▇▇▇ Beneficially Owns at least 15% but less than 20% of the outstanding shares aggregate number of Common Stock Company Shares then outstanding, such Holder shall have the right to designate to the Board of Directors a number of individuals who satisfy the Director Requirements equal to the greater of (on a Fully Diluted Basis), A) two or (ivB) one ▇▇▇▇▇ Director for so long as ▇▇. ▇▇▇▇▇ Beneficially Owns at least 5% but less than 15% of the outstanding shares size of Common Stock the Board of Directors at any time (on a Fully Diluted Basisrounded up to the next whole number). (d) ▇▇For so long as any Holder has beneficial ownership of less than 15% but at least 10% of the aggregate number of Company Shares then outstanding, such Holder shall have the right to designate to the Board of Directors one individual who satisfies the Director Requirements. (e) For so long as a Holder is entitled to designate any individuals to the Board of Directors pursuant to this Section 2.01, the Company shall take all action reasonably available to it to cause such individual(s) (or any replacement designated by such Holder) to be included in the slate of nominees recommended by the Board of Directors to the Company’s stockholders for election as directors at each annual meeting of the stockholders of the Company (and/or in connection with any election by written consent) and the Company shall use the same efforts to cause the election of such nominee(s) as it uses to cause other nominees recommended by the Board of Directors to be elected, including soliciting proxies in favor of the election of such nominee(s). (f) Until immediately prior to the time at which the ABS Control Group ceases to collectively have beneficial ownership of at least 50% of the aggregate number of Company Shares then outstanding, the ABS Control Group shall vote its Company Shares to set the size of the Board of Directors at 13 individuals. ▇▇▇▇▇ For so long as the ABS Control Group collectively has beneficial ownership of less than 50% but at least 35% of the aggregate number of Company Shares then outstanding, Investor Holdco shall, unless otherwise determined by the management board of Investor Holdco in accordance with the operating agreement of Investor Holdco, cause its individuals designated to the Board of Directors to vote in favor of maintaining the size of the Board of Directors at 13 individuals. (g) In the event that a vacancy is created at any time by the death, disability, retirement, resignation or removal (with or without cause) of a director nominated or designated pursuant to this Section 2.01, or in the event of the failure of any such nominee to be elected, the Holder who nominated or designated such director shall have the right to designate a replacement who satisfies the Director Requirements to fill such vacancy. The Company shall take all action reasonably available to it to cause holders of Class A Common Stock such vacancy to exercise their rights to elect Class A Directors in order to effectuatebe filled by the replacement so designated, and, to the extent necessarypermitted under the Certificate of Incorporation and By-Laws of the Company then in effect, the provisions contained in this Section 2.01; provided, however, notwithstanding anything contained in this Section 2.01 Board of Directors shall promptly elect such designee to the contraryBoard of Directors. (h) For so long as a Sponsor indirectly beneficially owns at least 10% of the aggregate number of Company Shares then outstanding but does not have (pursuant to a designation made by Investor Holdco or otherwise) a representative of such Sponsor on the Board of Directors, such Sponsor shall have the right to designate an observer to the Board of Directors (each such observer, an “Observer”). A Sponsor shall have the right to designate a replacement for any Observer previously designated by such Sponsor at any time and from time to time for so long as such Sponsor has a right to designate an Observer. (i) An Observer may attend any shares meeting of Class A Common Stock are outstanding and entitled to elect Class A the Board of Directors, holders of shares of Class A Common Stock provided, that no Observer shall have the sole right to elect Class A vote or otherwise participate in the Board of Directors meeting in any way other than to observe any applicable meeting of the Board of Directors. Observers shall be provided advance notice of each meeting of the Board of Directors in the same manner and at the same time as the other members of the Board of Directors and shall be given copies of all documents, materials and other information as and when given to other members of the Board of Directors, provided that the Observer shall have executed a non-disclosure and confidentiality agreement and such other acknowledgments and agreements reasonably satisfactory to the Board of Directors. Notwithstanding the foregoing, the Observer shall be excluded from attending any meeting of the Board of Directors or receiving any materials to the extent necessary to preserve attorney-client privilege, to safeguard highly proprietary or classified information, in the case of any conflict of interest involving such Observer or as otherwise deemed necessary or advisable by the Board of Directors. The Board of Directors or any committee thereof shall have the right to exclude an Observer from any meeting or portion thereof in the sole discretion of a majority of the members in attendance at such meeting. Each Observer shall be a natural person. (j) Notwithstanding the foregoing provisions of this Section 2.01, Kimco shall not have any right to designate individuals to the Board of Directors or as an Observer regardless of Kimco’s beneficial ownership of Company Shares.

Board Representation. (a) In accordance with At all times from and after --------------------- the Certificate date hereof, the Directors shall be nominated as follows (it being understood that such nomination shall include any nomination of Designation and subject any incumbent Director for reelection to the rights of holders of the Company's serial preferred stock, as of the date hereof and for Board): (i) so long as TDF is Qualified, TDF shall have the Stockholders right to appoint two Directors pursuant to the terms of the Class A Stock set forth in the Charter (the "TDF Designees") and the initial TDF Designees shall be entitled to nominate at least one Director pursuant to Section 2.01(b), the Board shall consist of 11 members, initially consisting of (i) four Stockholder Directors, (ii) four Michel ------------- Azibert and ▇▇▇▇▇ Directors and ▇▇▇▇▇▇▇▇▇; provided, however, that if TDF is not -------- ------- Qualified, such members of the TDF Group shall, so long as the Ownership Interest of the TDF Group is at least 5.0%, have the right to appoint a Director pursuant to the terms of such Class A Stock (the "TDF Designee"); ------------ (ii) so long as the Crown Group has beneficial ownership of at least 555,555 shares of Common Stock (as adjusted from time to time to take into account any stock split, stock dividend, recapitalization or other similar transaction) the members of the Crown Group holding in the aggregate a majority of the aggregate number of Shares held of record by the Crown Group shall have the right to designate one nominee for election as a Director (the "Crown Designee"); -------------- (iii) three Independent Common Stock Directors recommended so long as the Initial Stockholder Group maintains an Ownership Interest, the members of the Initial Stockholder Group holding in the aggregate a majority of the aggregate number of Shares held of record by the Nominating Committee and approved Initial Stockholder Group shall have the right to designate one nominee for election as a Director (the "Initial Stockholder Designee"), it being ---------------------------- understood that the Initial Stockholder may be such nominee; (iv) the Chief Executive Officer of the Company shall have the right to designate one nominee for election as a Director (the "CEO Designee"); ------------ (v) so long as the Ownership Interest of the Centennial Group is at least 5.0%, the members of the Centennial Group holding in the aggregate a majority of the aggregate number of Shares held of record by the Board.Centennial Group shall have the right to designate one nominee for election as a Director (the "Centennial Designee"); ------------------- (bvi) Each so long as the Ownership Interest of the Berkshire Group is at least 5.0%, the members of the Berkshire Group holding in the aggregate a majority of the aggregate number of Shares held of record by the Berkshire Group shall have the right to designate one nominee for election as a Director (the "Berkshire Designee"); ------------------ (vii) so long as the Ownership Interest of the Nassau Group is not less than the Ownership Interest of the Nassau Group immediately following the closing of the IPO, the members of the Nassau Group holding in the aggregate a majority of the aggregate number of Shares held of record by the Nassau Group shall have the right (viii) all Directors other than the Designees ("General Directors") ----------------- shall be nominated in accordance with the Charter and By-laws; provided, -------- however, that immediately upon the effectiveness of this Agreement, the ------- Company, through the Board, shall cause to be duly appointed to the Board at least four Independent Directors (including for the avoidance of doubt, the Independent Director designated for nomination by TDF as set forth below); provided, however, that TDF shall have a one-time right, -------- ------- exercisable upon the Closing, to designate one such Independent Director for nomination as a Director, which designee shall be ▇▇. ▇▇▇▇▇▇▇ and the Stockholders shall vote all Restricted Securities Beneficially Owned by him or it, as the case may be, to cause, and the parties hereto each shall otherwise use its best efforts to cause, there to be (i) four Stockholder Directors for so long as the Stockholders Beneficially Own at least 25% ▇. Murphy. For purposes of the outstanding shares of Common Stock (on a Fully Diluted Basisthis Section 3.02(a)(viii), (ii) three Stockholder Directors for so long as the Stockholders Beneficially Own at least 20% but less than 25% of the outstanding shares of Common Stock (on a Fully Diluted Basis), (iii) two Stockholder Directors for so long as the Stockholders Beneficially Own at least 15% but less than 20% of the outstanding shares of Common Stock (on a Fully Diluted Basis), or (iv) one Stockholder Director for so long as the Stockholders Beneficially Own at least 5% but less than 15% of the outstanding shares of Common Stock (on a Fully Diluted Basis). (c) Each of ▇▇. ▇▇▇▇▇▇ and the Stockholders shall vote all Restricted Securities Beneficially Owned by him or it▇. McKenzie, as the case may be, to cause, and the parties hereto each shall otherwise use its best efforts to cause, there to be (i) four ▇▇. ▇. Landis ▇▇▇▇▇▇ Directors for so long as and ▇▇. ▇▇▇▇▇▇ Beneficially Owns at least 25% ▇. Hutcheson, Jr. shall be deemed to be Independent Directors. (b) Without limiting the generality of the outstanding shares of Common Stock (on a Fully Diluted BasisSection 3.02(a), in the event that at any time after the date hereof the number of Directors designated by a Group pursuant to Section 3.02(a) differs from the number that such Group has the right (and desire) to designate, (i) if the number of such Directors exceeds such number, such Group shall promptly take all appropriate action to cause to resign that number of Directors designated by such Group as is required to make the remaining number of such Directors conform to the provisions of this Agreement or (ii) three ▇▇▇▇▇ if the number of such Directors for so long as ▇▇. ▇▇▇▇▇ Beneficially Owns at least 20% but otherwise is less than 25% such number, the Board shall take all necessary action to create sufficient vacancies on the Board to permit such Group to designate the full number of Directors which it is entitled (and desires) to designate pursuant to the provisions of this Agreement (such action may include but need not be limited to seeking the resignation or removal of Directors or, at the request of such Group and/or calling a special meeting of the outstanding shares of Common Stock (on a Fully Diluted Basis), (iii) two ▇▇▇▇▇ Directors for so long as ▇▇. ▇▇▇▇▇ Beneficially Owns at least 15% but less than 20% stockholders of the outstanding shares Company for the purpose of Common Stock (on removing Directors to create such vacancies to the extent permitted by applicable law). Upon the creation of any vacancy pursuant to the preceding sentence, such Group shall designate a Fully Diluted Basis), or (iv) one ▇▇▇▇▇ Director for nominee to fill any such vacancy in accordance with the provisions of this Agreement and the Board shall elect each nominee so long as ▇▇. ▇▇▇▇▇ Beneficially Owns at least 5% but less than 15% of the outstanding shares of Common Stock (on a Fully Diluted Basis)designated. (dc) ▇▇. ▇▇▇▇▇ Subject to TDF's right pursuant to Section 3.02(a)(viii), no Group shall cause holders be entitled to designate any nominee for election as a Director under more than one paragraph of Class A Common Stock to exercise their rights to elect Class A Directors in order to effectuate, to the extent necessary, the provisions contained in this Section 2.01; provided, however, notwithstanding anything contained in this Section 2.01 to the contrary, for so long as any shares of Class A Common Stock are outstanding and entitled to elect Class A Directors, holders of shares of Class A Common Stock shall have the sole right to elect Class A Directors3.02.

Board Representation. (a) In accordance with the Certificate of Designation From and subject to the rights of holders of the Company's serial preferred stock, as of after the date hereof and for so long as on which the Stockholders shall be entitled to nominate at least one Director pursuant to Section 2.01(b), Purchaser converts the Board shall consist of 11 members, initially consisting of (i) four Stockholder Directors, (ii) four ▇▇▇▇▇ Directors and (iii) three Independent Common Stock Directors recommended by the Nominating Committee and approved by the Board. (b) Each of ▇▇. ▇▇▇▇▇ and the Stockholders shall vote all Restricted Securities Beneficially Owned by him Notes or itPreferred Stock, as the case may be, to causeinto shares of Common Stock, the Company shall nominate and the parties hereto each shall otherwise use its best efforts to cause, there to be have (i) four Stockholder two directors appointed by the Purchaser (the "Purchaser Designees") elected to the Board of Directors for as long as the Purchaser Beneficially Owns at least 33-1/3% of the shares of Common Stock acquired by it hereunder and (ii) one Purchaser Designee elected to the Board of Directors for as long as the Purchaser Beneficially Owns less than 33-1/3% of the shares of Common Stock acquired by it hereunder, but at least 5% of the Common Stock. For so long as such membership does not conflict with any applicable law or regulation or listing requirement of the NYSE, at least one such Purchaser Designee shall serve as a member of each of the principal committees of the Board of Directors, except for any committee formed to consider a transaction between the Company and the Purchaser or an Affiliate of Purchaser. Any vacancy in the position of a Purchaser Designee may be filled only with another designee designated by the Purchaser in accordance with the terms hereof. Any vacancy created by any removal of a Purchaser Designee may also be filled at the direction of the Purchaser. (b) The Purchaser shall have the right to have one observer (the "Board Observer") attend all meetings of the Board of Directors commencing immediately and in addition to the Purchaser Designees for so long as the Stockholders Beneficially Own Purchaser has the right to appoint at least 25two directors pursuant to Section 5.9(a) or as a holder of the Notes or the Preferred Stock. For so long as such attendance does not conflict with any applicable law or regulation or listing requirement of the NYSE the Board Observer shall have the right to attend meetings of each of the principal committees of the Board of Directors, except for any committee formed to consider a transaction between the Company and the Purchaser or an Affiliate of Purchaser. The Board Observer shall receive a copy of all notices, agendas and other materials distributed to the Board of Directors, whether provided to directors in advance or, during or after any meeting, regardless of whether the Board Observer shall be in attendance at the meeting; provided, however, that the Company shall have the right to withhold any information from the Board Observer and to exclude the Board Observer from any meeting or portion thereof if access to such information or attendance at such meeting could, in the reasonable judgment of the Company's outside counsel, adversely affect the attorney-client privilege between the Company and its counsel or the Company's attorneys' work product. The Company will use its best efforts to ensure that withholding of information or restricting attendance is strictly limited only to the extent set forth in the preceding sentence. The Board Observer shall be reimbursed for reasonable out-of-pocket expenses incurred in connection with attending meetings, in a manner consistent with the Company's policies for reimbursement of outside directors. The Board Observer shall execute a confidentiality agreement reasonably satisfactory to the Company as a condition to the Board Observer attendance at meetings of the Board of Directors. As a condition to his election or appointment to the Board of Directors pursuant to the terms of the Certificate of Incorporation, the Notes or this Agreement, each Purchaser Designee , Warburg Designee (as defined in the Note) and Preferred Stock Director (as defined in the Charter Amendment) shall ratify in writing the resolutions unanimously adopted by the Board of Directors regarding the obligation of directors to maintain the confidentiality of matters subject to the attorney-client privilege between the Company and its counsel and the Company's attorneys' work product, substantially in the form attached as Schedule 5.9 hereto. (c) During the Standstill Period, the rights to appoint Purchaser Designees shall not be transferable or assignable by Warburg Pincus Private Equity VIII, L.P. other than to a member of the Purchaser Group pursuant to Section 7.1(c) below. Thereafter, in connection with a transfer of its Securities, the Purchaser may transfer or assign (i) its rights pursuant to Section 5.9(a)(i) to any one Person or Group acquiring at least 33-1/3% of the outstanding shares of Common Stock (on a Fully Diluted Basis), acquired by Purchaser hereunder or (ii) three Stockholder Directors for so long as the Stockholders Beneficially Own at least 20% but less than 25% of the outstanding shares of Common Stock (on a Fully Diluted Basis), (iiiits rights pursuant to Section 5.9(a)(ii) two Stockholder Directors for so long as the Stockholders Beneficially Own at least 15% but less than 20% of the outstanding shares of Common Stock (on a Fully Diluted Basis), to any one Person or (iv) one Stockholder Director for so long as the Stockholders Group who would Beneficially Own at least 5% but less than 15% of the outstanding Common Stock of the Company solely as a result of the acquisition of shares of Common Stock (on a Fully Diluted Basis)acquired from the Purchaser that were acquired hereunder. (c) Each of ▇▇. ▇▇▇▇▇ and the Stockholders shall vote all Restricted Securities Beneficially Owned by him or it, as the case may be, to cause, and the parties hereto each shall otherwise use its best efforts to cause, there to be (i) four ▇▇▇▇▇ Directors for so long as ▇▇. ▇▇▇▇▇ Beneficially Owns at least 25% of the outstanding shares of Common Stock (on a Fully Diluted Basis), (ii) three ▇▇▇▇▇ Directors for so long as ▇▇. ▇▇▇▇▇ Beneficially Owns at least 20% but less than 25% of the outstanding shares of Common Stock (on a Fully Diluted Basis), (iii) two ▇▇▇▇▇ Directors for so long as ▇▇. ▇▇▇▇▇ Beneficially Owns at least 15% but less than 20% of the outstanding shares of Common Stock (on a Fully Diluted Basis), or (iv) one ▇▇▇▇▇ Director for so long as ▇▇. ▇▇▇▇▇ Beneficially Owns at least 5% but less than 15% of the outstanding shares of Common Stock (on a Fully Diluted Basis). (d) ▇▇. ▇▇▇▇▇ shall cause holders of Class A Common Stock to exercise their rights to elect Class A Directors in order to effectuate, to the extent necessary, the provisions contained in this Section 2.01; provided, however, notwithstanding anything contained in this Section 2.01 to the contrary, for so long as any shares of Class A Common Stock are outstanding and entitled to elect Class A Directors, holders of shares of Class A Common Stock shall have the sole right to elect Class A Directors.

Board Representation. (a) In accordance with At the Certificate Closing, unless the Purchase Price is, at the election of Designation and subject the Buyer, paid all in cash, as provided in Section 1.04(b)(2)(iii), Seller shall have the right to Board representation proportionate to the rights ownership percentage represented by its holdings relative to the total outstanding shares of holders of 2d Stock, calculated on a non-diluted basis (as hereinabove defined) and rounded downward to the Company's serial preferred stocknearest whole number but not less than one ("Proportionate Representation"); provided, as of the date hereof and for so long as the Stockholders however, such representation shall be entitled to nominate at least one Director pursuant to Section 2.01(b), the Board shall consist of 11 members, initially consisting of by Mark ▇▇▇▇ (i"▇yne") four Stockholder Directors, (ii) four or Kevi▇ ▇▇▇▇▇▇▇▇▇▇ Directors and (iii"▇ermeister") three Independent Common Stock Directors recommended or any other person designated by the Nominating Committee Seller and approved by the Board. (b) Each of ▇▇2d each in its complete discretion. ▇▇▇▇▇ and the Stockholders shall vote all Restricted Securities Beneficially Owned by him or itThereafter, as the case may be, to cause, and the parties hereto each shall otherwise use its best efforts to cause, there to be (i) four Stockholder Directors for so long as the Stockholders Beneficially Own Seller continues to hold not less than one-half of the 2d Stock issued to the Seller pursuant hereto, the Seller will be entitled to at least 25% one seat on the Board of Directors of 2d, and at the request of the outstanding shares Seller, 2d shall hold meetings of Common Stock (on its Board of Directors not less frequently than four times a Fully Diluted Basis)year, (ii) three Stockholder at which management of 2d shall discuss 2d's performance, prospects and strategies. Until the Disposition Date, 2d shall also cause Dyne, Bermeister or a designee of the Seller approved by 2d to be nominated as a member of the Board of Directors for so of 2d as one of the nominees nominated by 2d's Board of Directors, and shall use its reasonable best efforts to cause Dyne, Bermeister or a designee of the Seller approved by 2d to be elected as such. So long as the Stockholders Beneficially Own at least 20% but less than 25% Seller is entitled to Board representation, Seller shall also be entitled to proportionate representation, as determined by the first sentence of this Section 4.07(a), on each committee of the outstanding shares Board of Common Stock (Directors and on a Fully Diluted Basis)the Board of Directors and each committee of each subsidiary of 2d. At least one of Dyne, (iii) two Stockholder Directors for so long as Bermeister or the Stockholders Beneficially Own at least 15% but less than 20% designee of the outstanding shares of Common Stock (on Seller approved by 2d shall initially hold a Fully Diluted Basis), or (iv) one Stockholder Director for so long as Board seat with the Stockholders Beneficially Own at least 5% but less than 15% of the outstanding shares of Common Stock (on a Fully Diluted Basis). (c) Each of ▇▇. ▇▇▇▇▇ and the Stockholders shall vote all Restricted Securities Beneficially Owned by him or it, as the case may be, to cause, and the parties hereto each shall otherwise use its best efforts to cause, there to be (i) four ▇▇▇▇▇ Directors for so long as ▇▇. ▇▇▇▇▇ Beneficially Owns at least 25% of the outstanding shares of Common Stock (on a Fully Diluted Basis), (ii) three ▇▇▇▇▇ Directors for so long as ▇▇. ▇▇▇▇▇ Beneficially Owns at least 20% but less than 25% of the outstanding shares of Common Stock (on a Fully Diluted Basis), (iii) two ▇▇▇▇▇ Directors for so long as ▇▇. ▇▇▇▇▇ Beneficially Owns at least 15% but less than 20% of the outstanding shares of Common Stock (on a Fully Diluted Basis), or (iv) one ▇▇▇▇▇ Director for so long as ▇▇. ▇▇▇▇▇ Beneficially Owns at least 5% but less than 15% of the outstanding shares of Common Stock (on a Fully Diluted Basis). (d) ▇▇. ▇▇▇▇▇ shall cause holders of Class A Common Stock to exercise their rights to elect Class A Directors in order to effectuate, longest remaining term prior to the extent necessary, the provisions contained in this Section 2.01; provided, however, notwithstanding anything contained in this Section 2.01 to the contrary, for so long as any shares next election of Class A Common Stock are outstanding and entitled to elect Class A Directors, holders if the 2d Board of Directors is divided into classes of Directors having multiple-year terms expiring in successive years. Notwithstanding the foregoing, in the event of a transfer of shares of Class A Common 2d Stock shall have issued to the sole Seller pursuant hereto and of the rights of the Seller granted hereunder other than an assignment in accordance with Section 9.05 of this Agreement, the Seller's right to elect Class A Directors.one or more Board seats and related rights shall terminate,

Board Representation. (a) In accordance with If any of the Certificate of Designation and subject to the rights of holders Persons named in Bye-Law 2A(7)(d) of the Company's serial preferred stockBye- Laws, together with such Person's Affiliates, shall at any time reduce its Common Share holdings in the Company to less than 880,000 Common Shares (adjusted, as appropriate, for stock splits or bonus issuances, reverse stock splits or consolidations, reclassifications, stock dividends or similar transactions) by reason of a transfer (or series of transfers) to an Original New Investor (or an Affiliate thereof) of 880,000 or more Common Shares, then in such circumstances the holders of the date hereof and for so long Class B Shares shall take such action as the Stockholders shall be entitled they can (exercising commercially reasonable efforts) to nominate at least one Director pursuant to Section 2.01(b), the Board shall consist of 11 members, initially consisting of (i) four Stockholder Directorsamend Bye-Law 2A(7)(d) to provide that the director (and alternate director) formerly appointed by such Person shall instead be appointed by the Original New Investor (or its Affiliate) that acquires such Common Shares, in which event such party's appointment rights shall also be subject to this Section 2.4, and (ii) four ▇▇▇▇▇ Directors cause the current director (and (iiialternate director) three Independent Common Stock Directors recommended appointed by such Person to be replaced by the Nominating Committee and approved by the Boardappointee of such Original New Investor (or an Affiliate thereof). (b) Each If any of ▇▇. the Persons named in Bye-Law 2A(7)(d) of the Company, together with such Person's Affiliates, shall at any time reduce its Common Share holdings to less than 880,000 Common Shares (adjusted as appropriate, for stock splits or bonus issuances, reverse stock splits or consolidations, reclassifications, stock dividends or similar transactions) by reason of a transfer to which Section 2.4(a) does not apply, then the holders of the Class B Shares shall take such action as they can (exercising commercially reasonable efforts) to (i) amend Bye-Law 2A(7)(d) to provide that the director (and alternate director) formerly appointed by such Person shall instead be appointed by one or more of the holders of Class B Shares selected by the Required Holders, and (ii) cause the current director (and alternate director) appointed by such Person to be replaced by the appointee of one or more of the holders of Class B Shares selected by the Required Holders, provided that the selection of such holder(s) of Class B Shares must be made in a manner that does not cause the Company to breach the representations made in Section 8.3(c) or (e). (c) A resolution described in Bye-Law 2A(7)(e) of the Company, providing for the amendment of the number of votes to which directors of the Company are entitled, may be approved by holders of a majority of the Class B Shares held by New Investors who are "U.S. persons" within the meaning of section 957(c) of the Code (a "U.S. Majority") only if (i) the U.S. Majority has made its determination with respect to the Company's status as a "controlled foreign corporation" for U.S. federal income tax purposes (a "CFC") based on advice of a nationally recognized U.S. law firm and after consultation with Providence and Spectrum, and (ii) the amendment of the number of votes to which directors are entitled is determined in accordance with the following principles: (A) If the U.S. Majority determines that the amendment is reasonably necessary to prevent either Providence or Spectrum from being considered a "United States shareholder" (within the meaning of section 951(b) of the Code), then the voting rights of any director appointed by such Person (but not the other Person except to the extent necessary to prevent such other Person from being considered a "U.S. shareholder" (within the meaning of section 951(b) of the Code)) shall be reduced by increasing the number of votes the other directors are entitled to cast until Providence and Spectrum would reasonably be expected not to be considered a "United States shareholder" (within the meaning of section 951(b) of the Code); provided that without such Person's consent the voting rights of any director appointed by such Person shall not be reduced pursuant to this Section 2.4(c)(A) to the extent such reduction would cause such Person to own (directly and by attribution) less than 9.8% of the total combined voting power of all classes of stock entitled to vote within the meaning of Section 951(b) of the Code). (B) If the U.S. Majority determines that the amendment is reasonably necessary to prevent ▇▇▇▇▇ and BV from being treated as owning (directly and by attribution) individually or in the Stockholders shall vote all Restricted Securities Beneficially Owned by him or it, as the case may be, to cause, and the parties hereto each shall otherwise use its best efforts to cause, there to be (i) four Stockholder Directors for so long as the Stockholders Beneficially Own at least 25aggregate more than 50% of the outstanding total combined voting power of all classes of shares of Common Stock the Company entitled to vote (on a Fully Diluted Basiswithin the meaning of section 957(a)(1) of the Code), (ii) three Stockholder Directors for so long as then the Stockholders Beneficially Own at least 20% but less than 25% voting rights of the outstanding shares of Common Stock (on a Fully Diluted Basis), (iii) two Stockholder Directors for so long as the Stockholders Beneficially Own at least 15% but less than 20% of the outstanding shares of Common Stock (on a Fully Diluted Basis), or (iv) one Stockholder Director for so long as the Stockholders Beneficially Own at least 5% but less than 15% of the outstanding shares of Common Stock (on a Fully Diluted Basis). (c) Each of ▇▇. directors appointed by ▇▇▇▇▇ and BV shall be reduced by increasing the Stockholders shall vote all Restricted Securities Beneficially Owned number of votes other directors (excluding those appointed by him or itNew Investors who are "U.S. persons" within the meaning of section 957(c) of the Code) are entitled to cast by the least number necessary such that, as the case may befollowing such reduction, to cause, and the parties hereto each shall otherwise use its best efforts to cause, there to be (i) four ▇▇▇▇▇ Directors for so long and BV would no longer reasonably be expected to be treated as ▇▇. owning (directly and by attribution) individually or in the aggregate more than 50% of the total combined voting power of all classes of shares of the Company entitled to vote (within the meaning of section 957(a)(1) of the Code). (C) If due to a change in law or circumstance the U.S. Majority determines that it would be possible to (i) reverse (in whole or in part) any reduction in the number of votes cast by directors appointed by Providence or Spectrum pursuant to clause (A) hereof or (ii) reapportion votes from directors appointed by ▇▇▇▇▇ Beneficially Owns at least 25% and BV to the directors appointed by Providence and Spectrum, in each case without causing the Company to become a CFC, then the New Investors who are "U.S. persons" within the meaning of section 957(c) of the outstanding shares Code shall adopt a resolution pursuant to Bye-Law 2A(7)(e) of Common Stock the Company providing for the voting rights of the directors appointed by Providence and Spectrum to be so increased (on a Fully Diluted Basis), (ii) three but not to the extent that the voting rights of the directors appointed by Providence and Spectrum would exceed the voting rights of the directors appointed by ▇▇▇▇▇ Directors for so long as ▇▇. and BV). (D) If due to a change in law or circumstance the U.S. Majority determines that it would be possible to reverse (in whole or part) a prior adjustment to the votes of the directors pursuant to clause (B) hereof without causing ▇▇▇▇▇ Beneficially Owns at least 20% but less and BV to be treated as owning (directly and by attribution) in the aggregate more than 2550% of the outstanding total combined voting power of all classes of shares of Common Stock the Company entitled to vote (on a Fully Diluted Basiswithin the meaning of section 957(a)(1) of the Code), (iiithen the New Investors who are "U.S. persons" within the meaning of section 957(c) two ▇▇▇▇▇ Directors for so long as ▇▇. ▇▇▇▇▇ Beneficially Owns at least 15% but less than 20% of the outstanding shares of Common Stock (on Code shall adopt a Fully Diluted Basis), or (ivresolution pursuant to Bye-Law 2A(7)(e) one ▇▇▇▇▇ Director for so long as ▇▇. ▇▇▇▇▇ Beneficially Owns at least 5% but less than 15% of the outstanding shares Company providing for an adjustment to the votes of Common Stock (on a Fully Diluted Basis)the directors that effects such reversal. (dE) ▇▇. ▇▇▇▇▇ In no event shall cause holders any such amendment reduce the proportionate number of Class A Common Stock votes to exercise their rights to elect Class A Directors which any director appointed by a New Investor who is not a "U.S. person" within the meaning of section 957(c) of the Code is entitled in order to effectuate, relation to the extent necessary, total number of votes to which all of the provisions contained in directors are entitled on the date hereof (without taking into account any changes made pursuant to this Section 2.01; provided2.4(c)), however, notwithstanding anything contained in this Section 2.01 unless such reduction is consented to the contrary, for so long as any shares of Class A Common Stock are outstanding and entitled to elect Class A Directors, holders of shares of Class A Common Stock shall have the sole right to elect Class A Directorsby such New Investor.

Board Representation. (a) In accordance Contemporaneously with the Certificate of Designation and subject to the rights of holders of the Company's serial preferred stock, as of the date hereof and for so long as the Stockholders shall be entitled to nominate at least one Director pursuant to Section 2.01(b)Closing, the Board shall consist of 11 members, initially consisting of (i) four Stockholder Directorsincrease the number of Directors that comprise the entire Board from seven (7) directors to ten (10) directors, (ii) four ▇▇▇▇▇ Directors subject to the terms of this Article III, appoint as directors the three individuals designated by the Peed Stockholder pursuant to Section 7.16 of the Merger Agreement (each of whom shall be considered a Stockholder Designee for all purposes of this Agreement) and (iii) appoint Peed as the Non-Executive Vice Chairman of the Board; provided, however, that each Stockholder Designee shall satisfy the applicable requirements set forth in Section 3.1(c). (b) During the Board Right Period, the Peed Stockholder shall have the right to designate up to three Independent Common Stock Directors recommended by individuals (each, a “Stockholder Designee”), who may include Peed, to be ‑11‑ members of the Nominating Committee Board. In the event that the Corporation at any time or from time to time increases or decreases the size of the Board, (i) the number of Stockholder Designees that the Peed Stockholder is entitled to designate shall be increased or decreased proportionately as the case may be (rounding up to the nearest whole number); provided that if the size of the Board is decreased to seven individuals, the Peed Stockholder shall only have the right to designate two Stockholder Designees; (ii) if the size of the Board is increased, such increase will not affect the tenure, term or other rights to serve as a member of the Board of any Stockholder Designee then serving on the Board, and approved by (iii) if the size of the Board is decreased such that the number Stockholder Designees that the Peed Stockholder is entitled to designate is decreased, then the Peed Stockholder shall cause one or more Stockholder Designees then serving on the Board to resign from the Board so that the number of Stockholder Designees serving on the Board equals the number of Stockholder Designees that the Peed Stockholder is entitled to designate following such decrease in the size of the Board. (bc) Each Any person designated by the Peed Stockholder as a Stockholder Designee (i)(A) shall not be a person that would be required to disclose any information pursuant to Item 2(d) or (e) of ▇▇. ▇▇▇▇▇ Schedule 13D if such Stockholder Designee were the “person filing” such Schedule 13D, (B) shall not have engaged in a proxy contest or other activist campaign and (C) shall not be an employee, director or 5.0% or greater equity holder of any Person that is in Competition with the Stockholders Corporation or any of its Subsidiaries, (ii) shall vote all Restricted Securities Beneficially Owned by him not be prohibited or itdisqualified from serving as a director of a public company pursuant to any applicable rule or regulation of the SEC or NASDAQ or pursuant to applicable Law (including applicable insurance Laws), (iii) shall, prior to his or her appointment to the Board, provide an executed resignation letter in substantially the form set forth in Exhibit A hereto automatically resigning from the Board and from any committees or subcommittees of the Board or the Corporation to which he or she is then appointed or on which he or she is then serving upon the occurrence of the Board Right Termination Event, in the event that he or she no longer meets the qualifications set forth in this Section 3.1(c) and (iv) other than the Peed Stockholder, shall qualify as an “independent director” (as defined in Rule 5605(a)(2) of the NASDAQ Listing Rules, or any successor rule thereto, as amended). (d) During the Board Right Period, the Corporation shall use its reasonable best efforts to procure, at each annual general meeting of stockholders of the Corporation occurring during the Board Right Period at which the term of an applicable Stockholder Designee will expire in accordance with the Corporation’s Organizational Documents, the election or re‑election, as the case may be, to causeof the Stockholder Designees, and the parties hereto each shall otherwise use its best efforts to cause, there to be including by (i) four nominating such Stockholder Designees for election to serve as Directors for so long as the Stockholders Beneficially Own at least 25% of the outstanding shares of Common Stock (on a Fully Diluted Basis)provided in this Agreement, (ii) three subject to compliance by the Peed Stockholder Directors for so long as the Stockholders Beneficially Own at least 20% but less than 25% of the outstanding shares of Common Stock (on a Fully Diluted Basiswith Section 3.1(f), including such nomination and other required information regarding such Stockholder Designee in the Corporation’s proxy materials for such meeting of stockholders and (iii) two Stockholder Directors for so long as soliciting or causing the Stockholders Beneficially Own at least 15% but less than 20% solicitation of proxies in favor of the outstanding shares election of Common Stock (on such Stockholder Designees as Directors, for a Fully Diluted Basis)term expiring at the next annual general meeting of stockholders of the Corporation, or at such earlier time, if any, as any Stockholder Designee may resign, retire, die or be removed (ivfor any reason) one Stockholder as a Director for so long as (other than upon the Stockholders Beneficially Own at least 5% but less than 15% occurrence of the outstanding shares Board Right Termination Event). Notwithstanding the foregoing, the Corporation shall not be obligated to nominate or to use its reasonable best efforts to cause to be elected as a Director any Stockholder Designee (1) who in the reasonable judgment (including with respect to applicable fiduciary duties) of Common Stock the Nominating and Corporate Governance Committee of the Board (on a Fully Diluted Basis). the ‑12‑ “Nominating Committee”) fails to satisfy (ci) Each the requirements set forth in Section 3.1(c) or (ii) the requirements set forth in the Corporation’s Organizational Documents, Corporate Governance Guidelines and Code of ▇▇. Conduct and Ethics included in the Investor Relations – Corporate Overview section of the Corporation’s website (located at ▇▇▇▇▇ ://▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇) as in effect (and as may be amended and amended and restated) from time to time, or because the Nominating Committee determines that recommending such Stockholder Designee for nomination for election as a Director would be reasonably likely to be inconsistent with its fiduciary obligations, or (2) if the Board reasonably determines that recommending such Stockholder Designee for election as a Director would be inconsistent with its fiduciary obligations; provided that if the Nominating Committee determines not to recommend a Stockholder Designee to the Board because the Nominating Committee determines such Stockholder Designee fails to meet the qualifications set forth above or because the Nominating Committee reasonably determines that recommending such Stockholder Designee for nomination for election as a Director would be inconsistent with its fiduciary obligations or if the Board determines not to nominate such Stockholder Designee for election to the Board because it has reasonably determined that recommending such Stockholder Designee for nomination for election as a Director would be inconsistent with its fiduciary obligations, the Peed Stockholder shall be entitled to designate another natural person as a replacement Stockholder Designee (subject to compliance with the terms of this Article III with respect to such Stockholder Designee), and the Stockholders Corporation shall vote all Restricted Securities Beneficially Owned by him (subject to the terms and conditions of this Section 3.1) use its reasonable best efforts to cause such Stockholder Designee to be elected or itappointed to the Board. (e) In furtherance of, and not in limitation to, the Peed Stockholder’s rights in this Section 3.1, during the Board Right Period, (i) the Peed Stockholder shall have the right (but not the obligation), upon written notice to the Corporation as provided in Section 3.1(f), to designate a Stockholder Designee to replace any Stockholder Designee who shall have resigned, retired, died or been removed from office (for any reason) (other than upon the occurrence of the Board Right Termination Event) or who, following the voting of stockholders at a meeting of stockholders of the Corporation shall have failed to be elected or re‑elected, as the case may be, by the requisite vote of the Corporation’s stockholders; and (ii) subject to causethe provisions of this Article III, and the parties hereto each Corporation shall otherwise use its best efforts promptly following the receipt of written notice from the Peed Stockholder as contemplated above following the resignation, retirement, death or removal from office of such Stockholder Designee, appoint such replacement Stockholder Designee to causeserve on the Board; provided, there that the Board shall not be obligated to appoint such Stockholder Designee unless the Peed Stockholder or such Stockholder Designee has delivered to the Board the information that would be required to be delivered pursuant to Section 3.1(f)(ii) if such Stockholder Designee were up for election. (f) Not less than ninety (90) days prior to the anniversary of the prior year’s annual general meeting of stockholders of the Corporation occurring during the Board Right Period at which one or more Stockholder Designees are to be elected, the Peed Stockholder shall (i) four ▇▇▇▇▇ Directors for so long as ▇▇. ▇▇▇▇▇ Beneficially Owns at least 25% notify the Corporation in writing of the outstanding shares name of Common Stock (on a Fully Diluted Basis), the Stockholder Designees to be nominated for election at such meeting and (ii) three ▇▇▇▇▇ Directors for so long as ▇▇. ▇▇▇▇▇ Beneficially Owns at least 20% but less than 25% of the outstanding shares of Common Stock (on a Fully Diluted Basis), (iii) two ▇▇▇▇▇ Directors for so long as ▇▇. ▇▇▇▇▇ Beneficially Owns at least 15% but less than 20% of the outstanding shares of Common Stock (on a Fully Diluted Basis)provide, or cause such Stockholder Designees to provide, to the Corporation, all information concerning the Stockholder Designees and his or her nomination to be elected as Directors at such meeting as shall reasonably be required by the Corporation’s standard director ‑13‑ and officer questionnaire (iv) one ▇▇▇▇▇ Director including any reasonable follow-up requests by the Corporation for so long as ▇▇. ▇▇▇▇▇ Beneficially Owns at least 5% but less than 15% of the outstanding shares of Common Stock (on a Fully Diluted Basisadditional information). (dg) ▇▇. ▇▇▇▇▇ During the Board Right Period, the Corporation agrees that any Stockholder Designee serving as a Director shall cause holders of Class A Common Stock to exercise their rights to elect Class A Directors in order to effectuate, be entitled to the extent necessarysame rights, privileges and compensation applicable to all other non‑employee Directors generally or to which all such non‑employee Directors are entitled, including any rights with respect to indemnification arrangements, directors and officers insurance coverage and other similar protections and expense reimbursement rights. (h) The Peed Stockholder acknowledges that the provisions contained Board may from time to time establish procedures that the Board reasonably determines are appropriate to address any conflicts of interest that a Stockholder Designee may have, including as a result of such person’s service in any capacity at AmRisc, LLC or any of its Affiliates. (i) Notwithstanding anything in this Section 2.01; provided, however, notwithstanding anything contained in this Section 2.01 Agreement to the contrary, for so long the Corporation will not be obligated to take any action in respect of any Stockholder Designee pursuant to Section 3.1(d) or Section 3.1(e) until the Peed Stockholder provides, or causes to be provided, in all material respects, the notice and information required by Section 3.1(f). (j) Notwithstanding anything to the contrary in this Agreement, each Stockholder Designee (including Peed), during the term of any service as any shares of Class A Common Stock are outstanding a Director, shall not be prohibited from acting in his or her capacity as a Director and entitled to elect Class A Directors, holders of shares of Class A Common Stock shall have the sole right to elect Class A Directorscomplying with his or her fiduciary duties as a Director.

Board Representation. (a) In accordance with the Certificate of Designation and subject to the rights of holders of the Company's serial preferred stock, As soon as of reasonably practicable following the date hereof and for so long as the Stockholders shall be entitled to nominate at least one Director pursuant to Section 2.01(b(and, in any event, within thirty (30) days), the Company shall take all actions necessary to enlarge the Board shall consist of 11 members, initially consisting of (i) four Stockholder Directors, (ii) four ▇▇▇▇▇ Directors by one member and (iii) three Independent Common Stock Directors recommended by the Nominating Committee and approved by the Board. (b) Each of appoint ▇▇. ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ to the Board of Directors in accordance with Sections 5.3(b) and the Stockholders shall vote all Restricted Securities Beneficially Owned by him or it, 5.3(c). (b) For so long as the case may be, to cause, and the parties hereto each shall otherwise use its best efforts to cause, there to be (i) four Stockholder Directors for so long as the Stockholders Beneficially Own at least 25% Purchaser (together with its Affiliates) has Beneficial Ownership of the outstanding a number of shares of Common Stock not less than the Closing Shares (on a Fully Diluted Basis)as adjusted for any stock splits, stock dividends, recapitalizations or similar transactions) and (ii) three Stockholder there does not exist a Material Breach (each, a “Termination Event”), the Purchaser shall have the right to designate to the Board of Directors for so long one individual; provided, however, that such individual must (A) be qualified to serve as the Stockholders Beneficially Own at least 20% but less than 25% a member of the outstanding shares Board of Common Stock Directors under all applicable legal, regulatory and stock exchange requirements and (on a Fully Diluted Basis), (iiiB) two Stockholder Directors for so long as the Stockholders Beneficially Own at least 15% but less than 20% agree to comply with all of the outstanding shares of Common Stock Company’s policies and rules applicable to the Company’s directors (on a Fully Diluted Basis)clauses (A) and (B) together, or (iv) one Stockholder the “Director for so long as the Stockholders Beneficially Own at least 5% but less than 15% of the outstanding shares of Common Stock (on a Fully Diluted BasisRequirements”). (c) Each Prior to designating any director, the Purchaser shall, to the extent requested in writing by the Company, enter into a written agreement with such director whereby such director agrees to resign as a member of ▇▇the Board of Directors upon a Termination Event or at the Purchaser’s request, as applicable. ▇▇▇▇▇ The Purchaser acknowledges and agrees that such an agreement is in the best interest of the Company and the Stockholders Purchaser, and that the Company shall vote all Restricted Securities Beneficially Owned by him or it, as be a third-party beneficiary of the case may be, to causeterms and conditions of such an agreement, and the parties hereto each Company shall otherwise use its best efforts have the right to cause, there to be (i) four ▇▇▇▇▇ Directors for so long as ▇▇. ▇▇▇▇▇ Beneficially Owns at least 25% enforce the rights of the outstanding shares Purchaser under such an agreement to the extent such rights arise as a result of Common Stock (on a Fully Diluted Basis), (ii) three ▇▇▇▇▇ Directors for so long as ▇▇. ▇▇▇▇▇ Beneficially Owns at least 20% but less than 25% of the outstanding shares of Common Stock (on a Fully Diluted Basis), (iii) two ▇▇▇▇▇ Directors for so long as ▇▇. ▇▇▇▇▇ Beneficially Owns at least 15% but less than 20% of the outstanding shares of Common Stock (on a Fully Diluted Basis), or (iv) one ▇▇▇▇▇ Director for so long as ▇▇. ▇▇▇▇▇ Beneficially Owns at least 5% but less than 15% of the outstanding shares of Common Stock (on a Fully Diluted Basis)Termination Event. (d) ▇▇. ▇▇▇▇▇ shall cause holders of Class A Common Stock to exercise their rights to elect Class A Directors in order to effectuate, to the extent necessary, the provisions contained in this Section 2.01; provided, however, notwithstanding anything contained in this Section 2.01 to the contrary, for For so long as any shares of Class A Common Stock are outstanding and the Purchaser is entitled to elect Class A Directorsdesignate any individual to the Board of Directors pursuant to this Section 5.3 and subject to the Director Requirements, holders the Company shall take all action reasonably available to it to cause such individual (or any replacement designated by the Purchaser) to be included in the slate of shares nominees recommended by the Board of Class A Common Stock Directors to the Company’s stockholders for election as directors at each annual meeting of the stockholders of the Company (and/or in connection with any election by written consent) and the Company shall use the same efforts to cause the election of such nominee as it uses to cause other nominees recommended by the Board of Directors to be elected, including soliciting proxies in favor of the election of such nominee. (e) In the event that a vacancy is created at any time by the death, disability, retirement, resignation or removal (with or without cause) of a director nominated or designated pursuant to this Section 5.3, or in the event of the failure of any such nominee to be elected, the Purchaser shall have the sole right to designate a replacement who satisfies the Director Requirements to fill such vacancy, or, if applicable, the Company shall take all necessary action to expand the Board of Directors by one seat and such vacancy shall then be filled by such replacement designated by the Purchaser. The Company shall take all action reasonably available to it to cause such vacancy to be filled by the replacement so designated, and the Board of Directors shall promptly elect Class A such designee to the Board of Directors.

Board Representation. (a) In accordance with Effective as of the Certificate of Designation Tranche 1 Closing, the Company shall have appointed P▇▇▇▇ ▇▇▇▇▇▇ as its Chief Executive Officer and subject Chairman pursuant to the rights of holders terms of the Company's serial preferred stock, employment agreement in the form as agreed as of the date hereof hereof, which shall become effective as of the Tranche 1 Closing, and M▇. ▇▇▇▇▇▇ shall have received a grant of restricted stock units as set forth in such employment agreement. (b) Effective as of the Tranche 1 Closing and for so long as the Stockholders shall be entitled to nominate at least one Director pursuant to Section 2.01(bPurchaser and its Affiliates collectively Beneficially Own 15% or more of the Company Common Stock (the “Tranche 1 Ownership Condition”), the Purchaser shall have the right to designate an aggregate of two members of the Board of Directors (together with the designees contemplated by Section 4.06(c), the “Purchaser Designees”), one of whom shall consist serve as Chair of 11 members, initially consisting the Board of (i) four Stockholder Directors, and the Company shall use its reasonable best efforts to promptly take or cause to be taken all Necessary Action as may be required to effect approval and designation of such Purchaser Designees to the Board of Directors (ii) four ▇▇▇▇▇ Directors and (iii) three Independent Common Stock Directors recommended by it being understood that as of the Nominating Committee and approved by the Board. (b) Each of ▇Tranche 1 Closing M▇. ▇▇▇▇▇▇ and in his capacity as Chairman of the Stockholders Board of Directors shall vote all Restricted Securities Beneficially Owned by him or it, as the case may be, to cause, and the parties hereto each shall otherwise use its best efforts to cause, there be deemed to be (i) four Stockholder Directors for so long as the Stockholders Beneficially Own at least 25% one of the outstanding shares of Common Stock (on a Fully Diluted Basis), (ii) three Stockholder Directors for so long as the Stockholders Beneficially Own at least 20% but less than 25% of the outstanding shares of Common Stock (on a Fully Diluted Basis), (iii) two Stockholder Directors for so long as the Stockholders Beneficially Own at least 15% but less than 20% of the outstanding shares of Common Stock (on a Fully Diluted Basis), or (iv) one Stockholder Director for so long as the Stockholders Beneficially Own at least 5% but less than 15% of the outstanding shares of Common Stock (on a Fully Diluted BasisPurchaser Designees). (c) Each Effective immediately following the Tranche 2 Closing and for so long as the Purchaser and its Affiliates collectively Beneficially Own 40% or more of ▇the Company Common Stock (the “Tranche 2 Ownership Condition”), the Purchaser shall have the right to designate an aggregate of three members of the Board of Directors (including M▇. ▇▇▇▇▇ ▇▇) and the Stockholders Company shall vote all Restricted Securities Beneficially Owned by him or it, as the case may be, to cause, and the parties hereto each shall otherwise use its reasonable best efforts to cause, there promptly take or cause to be taken all Necessary Action as may be required to effect approval and designation of such Purchaser Designees to the Board of Directors. (id) four From and after the date of the Tranche 1 Closing, and for so long as the Purchaser and its Affiliates satisfy the Tranche 1 Ownership Condition, the Board of Directors shall be composed of seven (7) directors (or such other number of directors as approved by the Purchaser and its Affiliates), one of whom shall be the Chief Executive of the Company who shall serve as Chairman of the Board of Directors for so long as P▇▇▇▇ ▇▇▇▇▇▇ Directors for so long as ▇▇. ▇▇▇▇▇ Beneficially Owns at least 25% is serving in the role of Chief Executive Officer of the outstanding shares of Common Stock (on a Fully Diluted Basis), (ii) three ▇▇▇▇▇ Directors for so long as ▇▇. ▇▇▇▇▇ Beneficially Owns at least 20% but less than 25% of the outstanding shares of Common Stock (on a Fully Diluted Basis), (iii) two ▇▇▇▇▇ Directors for so long as ▇▇. ▇▇▇▇▇ Beneficially Owns at least 15% but less than 20% of the outstanding shares of Common Stock (on a Fully Diluted Basis), or (iv) one ▇▇▇▇▇ Director for so long as ▇▇. ▇▇▇▇▇ Beneficially Owns at least 5% but less than 15% of the outstanding shares of Common Stock (on a Fully Diluted Basis)Company. (de) ▇▇Any Purchaser Designee may be removed or have their nomination withdrawn (in each case of removal or withdrawal, with or without cause) from time to time and at any time by the Purchaser upon notice to the Company, and may otherwise only be removed for cause. ▇▇▇▇▇ shall cause holders The Purchaser and the Company acknowledge that Nasdaq rules impose on the Company certain governance rules including as it relates to the composition of Class A the Board of Directors when the Purchaser’s Beneficial Ownership of Company Common Stock is reduced over time, and the Purchaser and the Company agree to exercise their rights to elect Class A Directors cooperate in order to effectuate, good faith and shall cooperate to the extent necessary, necessary to comply with such rules. (f) The Company shall enter into indemnification agreements and maintain customary D&O liability insurance for the provisions contained in this Section 2.01; provided, however, notwithstanding anything contained in this Section 2.01 benefit of each Purchaser Designee elected or appointed to the contrary, for so long as any shares Board of Class A Common Stock are outstanding and entitled Directors with respect to elect Class A all periods during which such individual is a member of the Board of Directors, holders on terms, conditions and amounts substantially similar to the terms, conditions and amounts of shares the Company’s current D&O liability insurance policy, and shall use is reasonable best efforts to cause such indemnification and insurance to be maintained in full force and effect. (g) The Company shall reimburse the Purchaser Designees for all reasonable out-of-pocket expenses incurred in connection with their attendance at meetings of Class A Common Stock shall have the sole right Board of Directors and any committees thereof as contemplated by its reimbursement policies as in effect from time to elect Class A Directorstime.

Board Representation. (a) In accordance with the Certificate of Designation and subject to the rights of holders of the Company's serial preferred stock, as of the date hereof and for For so long as the Stockholders shall be entitled to nominate ABS Control Group collectively has beneficial ownership of less than 50% but at least one Director pursuant 35% of the aggregate number of Company Shares then outstanding, Investor Holdco shall have the right to Section 2.01(b), designate to the Board shall consist of 11 members, initially consisting Directors a number of individuals who satisfy the Director Requirements equal to one director fewer than 50% of the size of the Board of Directors at any time (i) four Stockholder Directors, (ii) four ▇▇▇▇▇ Directors and (iii) three Independent Common Stock Directors recommended by rounded up to the Nominating Committee and approved by the Boardnext whole number). (b) Each of ▇▇. ▇▇▇▇▇ and the Stockholders shall vote all Restricted Securities Beneficially Owned by him or it, as the case may be, to cause, and the parties hereto each shall otherwise use its best efforts to cause, there to be (i) four Stockholder Directors for For so long as the Stockholders Beneficially Own any Holder has beneficial ownership of less than 35% but at least 20% of the aggregate number of Company Shares then outstanding, such Holder shall have the right to designate to the Board of Directors a number of individuals who satisfy the Director Requirements equal to the greater of (A) three or (B) 25% of the outstanding shares of Common Stock (on a Fully Diluted Basis), (ii) three Stockholder Directors for so long as the Stockholders Beneficially Own at least 20% but less than 25% size of the outstanding shares Board of Common Stock Directors at any time (on a Fully Diluted Basis), (iii) two Stockholder Directors for so long as rounded up to the Stockholders Beneficially Own at least 15% but less than 20% of the outstanding shares of Common Stock (on a Fully Diluted Basis), or (iv) one Stockholder Director for so long as the Stockholders Beneficially Own at least 5% but less than 15% of the outstanding shares of Common Stock (on a Fully Diluted Basisnext whole number). (c) Each of ▇▇. ▇▇▇▇▇ and the Stockholders shall vote all Restricted Securities Beneficially Owned by him or it, as the case may be, to cause, and the parties hereto each shall otherwise use its best efforts to cause, there to be (i) four ▇▇▇▇▇ Directors for For so long as ▇▇. ▇▇▇▇▇ Beneficially Owns at least 25% any Holder has beneficial ownership of the outstanding shares of Common Stock (on a Fully Diluted Basis), (ii) three ▇▇▇▇▇ Directors for so long as ▇▇. ▇▇▇▇▇ Beneficially Owns at least less than 20% but less than 25% of the outstanding shares of Common Stock (on a Fully Diluted Basis), (iii) two ▇▇▇▇▇ Directors for so long as ▇▇. ▇▇▇▇▇ Beneficially Owns at least 15% but less than 20% of the outstanding shares aggregate number of Common Stock Company Shares then outstanding, such Holder shall have the right to designate to the Board of Directors a number of individuals who satisfy the Director Requirements equal to the greater of (on a Fully Diluted Basis), A) two or (ivB) one ▇▇▇▇▇ Director for so long as ▇▇. ▇▇▇▇▇ Beneficially Owns at least 5% but less than 15% of the outstanding shares size of Common Stock the Board of Directors at any time (on a Fully Diluted Basisrounded up to the next whole number). (d) ▇▇For so long as any Holder has beneficial ownership of less than 15% but at least 10% of the aggregate number of Company Shares then outstanding, such Holder shall have the right to designate to the Board of Directors one individual who satisfies the Director Requirements. (e) For so long as a Holder is entitled to designate any individuals to the Board of Directors pursuant to this Section 2.01, the Company shall take all action reasonably available to it to cause such individual(s) (or any replacement designated by such Holder) to be included in the slate of nominees recommended by the Board of Directors to the Company’s stockholders for election as directors at each annual meeting of the stockholders of the Company (and/or in connection with any election by written consent) and the Company shall use the same efforts to cause the election of such nominee(s) as it uses to cause other nominees recommended by the Board of Directors to be elected, including soliciting proxies in favor of the election of such nominee(s). (f) Until immediately prior to the time at which the ABS Control Group ceases to collectively have beneficial ownership of at least 50% of the aggregate number of Company Shares then outstanding, the ABS Control Group shall vote its Company Shares to set the size of the Board of Directors at 13 individuals. ▇▇▇▇▇ For so long as the ABS Control Group collectively has beneficial ownership of less than 50% but at least 35% of the aggregate number of Company Shares then outstanding, Investor Holdco shall, unless otherwise determined by the management board of Investor Holdco in accordance with the operating agreement of Investor Holdco, cause its individuals designated to the Board of Directors to vote in favor of maintaining the size of the Board of Directors at 13 individuals. (g) In the event that a vacancy is created at any time by the death, disability, retirement, resignation or removal (with or without cause) of a director nominated or designated pursuant to this Section 2.01, or in the event of the failure of any such nominee to be elected, the Holder who nominated or designated such director shall have the right to designate a replacement who satisfies the Director Requirements to fill such vacancy. The Company shall take all action reasonably available to it to cause holders of Class A Common Stock such vacancy to exercise their rights to elect Class A Directors in order to effectuatebe filled by the replacement so designated, and, to the extent necessarypermitted under the Certificate of Incorporation and By-Laws of the Company then in effect, the provisions contained in this Section 2.01; provided, however, notwithstanding anything contained in this Section 2.01 Board of Directors shall promptly elect such designee to the contraryBoard of Directors. (h) For so long as a Sponsor indirectly beneficially owns at least 10% of the aggregate number of Company Shares then outstanding but does not have (pursuant to a designation made by Investor Holdco or otherwise) a representative of such Sponsor on the Board of Directors, such Sponsor shall have the right to designate an observer to the Board of Directors (each such observer, an “Observer”). A Sponsor shall have the right to designate a replacement for any Observer previously designated by such Sponsor at any time and from time to time for so long as such Sponsor has a right to designate an Observer. (i) An Observer may attend any shares meeting of Class A Common Stock are outstanding and entitled to elect Class A the Board of Directors, holders of shares of Class A Common Stock provided, that no Observer shall have the sole right to elect Class A vote or otherwise participate in the Board of Directors meeting in any way other than to observe any applicable meeting of the Board of Directors. Observers shall be provided advance notice of each meeting of the Board of Directors in the same manner and at the same time as the other members of the Board of Directors and shall be given copies of all documents, materials and other information as and when given to other members of the Board of Directors, provided that the Observer shall have executed a non-disclosure and confidentiality agreement and such other acknowledgments and agreements reasonably satisfactory to the Board of Directors. Notwithstanding the foregoing, the Observer shall be excluded from attending any meeting of the Board of Directors or receiving any materials to the extent necessary to preserve attorney-client privilege, to safeguard highly proprietary or classified information, in the case of any conflict of interest involving such Observer or as otherwise deemed necessary or advisable by the Board of Directors. Each Observer shall be a natural person. (j) Notwithstanding the foregoing provisions of this Section 2.01, Kimco shall not have any right to designate individuals to the Board of Directors or as an Observer regardless of Kimco’s beneficial ownership of Company Shares.

Board Representation. (ai) In accordance DSM shall have the following rights in connection with the Certificate nomination of Designation and subject individuals for election to the rights of holders Board: (A) For so long as DSM Beneficially Owns at least 10% of the Company's serial preferred stock’s outstanding Voting Securities, DSM shall have the right to nominate two individuals for election to the Board; provided, that one of such individual shall be a member of DSM Parent’s Executive Committee and the other such individual shall be selected in DSM’s discretion (each such individual, a “DSM Nominee” and collectively, the “DSM Nominees”); and (B) For so long as DSM Beneficially Owns less than 10% of the Company’s outstanding Voting Securities but greater than 4.5% of the Company’s outstanding Voting Securities, DSM shall have the right to nominate one individual for election to the Board; provided, that such individuals shall be a member of DSM Parent’s Executive Committee. (ii) In the event that the number of directors that DSM is entitled to nominate to the Board is reduced pursuant to Section 2.1(a)(i)(B), DSM shall promptly cause one of the DSM Directors to immediately resign, such that the number of remaining DSM Directors serving on the Board shall equal the number of directors DSM is then entitled to nominate for election to the Board. In the event that DSM is no longer entitled to nominate a director to the Board pursuant to Section 2.1(a)(i) above, DSM shall promptly cause any then-serving DSM Directors to immediately resign. If any such director is unwilling to resign, DSM will take all such actions as are necessary to cause the removal of the director, including voting (or causing to be voted) all of the Voting Securities Beneficially Owned by it in favor of such removal. (iii) For so long as DSM has the right to nominate a DSM Nominee for election pursuant to Section 2.1(a)(i), in connection with each election of directors, subject to Section 2.1(a)(v), the Company shall nominate such DSM Nominee for election as a director as part of the management slate that is included in the proxy statement of the Company relating to the election of directors. (iv) In the event that any DSM Director shall cease to serve as a director for any reason (other than the resignation or removal of such director as a result of DSM not having the right to nominate a director pursuant to Section 2.1(a)(i)), subject to Section 2.1(a)(v), DSM shall have the right to designate another DSM 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 DSM Nominee shall not affect the right of DSM to designate a DSM Nominee for election pursuant to Section 2.1(a)(i) in connection with any future election of directors of the Company. (v) Notwithstanding the foregoing, as a condition to any DSM Nominee’s appointment to the Board and nomination for election as a director of the date hereof Company at the Company’s annual meetings of stockholders: (A) DSM and such DSM Nominee must in all material respects provide to the Company (1) all information reasonably requested by the Company that is required to be or customarily disclosed for directors, candidates for directors, and their affiliates in a proxy statement or other filings under applicable law or regulation or stock exchange rules or listing standards, in each case, relating to their nomination or election as a director of the Company and (2) information reasonably requested by the Company in connection with assessing eligibility, independence and other criteria applicable to directors or satisfying compliance and legal or regulatory obligations, in each case, relating to their nomination or election as a director of the Company, with respect to DSM Parent, its Subsidiaries and controlled Affiliates and the applicable DSM Nominee, in each case, to the same extent as all other directors of the Company; (B) such DSM Nominee must be qualified to serve as a director of the Company under the DGCL to the same extent as all other directors of the Company; (C) no Disqualification Event shall be applicable to such DSM Nomine except, if applicable, for a Disqualification Event as to which Rule 506(d)(2)(ii) or (iii) or (d)(3) is applicable; (D) such DSM Nominee shall be reasonably acceptable to the Nominating and Governance Committee of the Board; and (E) such DSM Nominee must satisfy the requirements set forth in the Company’s Corporate Governance Guidelines, code of conduct and securities trading policy, in each case as currently in effect with such changes thereto (or such successor policies) as are applicable to all other directors, as are adopted in good faith by the Board, and do not by their terms adversely impact any DSM Nominee relative to all other directors (provided that, for the avoidance of doubt, no DSM Nominee shall be required to qualify as an independent director under applicable stock exchange rules or securities laws and regulations). The Company will make all information requests pursuant to this Section 2.1(a)(v) in good faith in a timely manner that allows DSM and any DSM Nominee a reasonable amount of time to provide such information, and will cooperate in good faith with DSM and any DSM Nominee in connection with their efforts to provide the requested information. (vi) DSM hereby covenants and agrees (A) not to designate or participate in the designation of any director designee who, to DSM’s knowledge, is a Disqualified Designee, (B) that in the event DSM becomes aware that any individual previously designated by DSM is or has become a Disqualified Designee or that a Disqualification Event has become applicable to DSM or any of its Rule 506(d) Related Parties, except, if applicable, for a Disqualification Event as to which Rule 506(d)(2)(ii) or (iii) or (d)(3) is applicable, then DSM shall notify the Company promptly in writing and as promptly as practicable DSM shall take such actions as are necessary to remove any such Disqualified Designee from the Board and designate a replacement designee who is not a Disqualified Designee, and (C) for so long as there is a DSM Director, DSM will comply with the Stockholders shall be entitled to nominate at least one Director pursuant to Section 2.01(b), the Board shall consist of 11 members, initially consisting of (i) four Stockholder Directors, (ii) four Company’s ▇▇▇▇▇▇▇ Directors and (iii) three Independent Common Stock Directors recommended by the Nominating Committee and approved by the Board. (b) Each of ▇▇. ▇▇▇▇▇ and the Stockholders shall vote policy as currently in effect with such changes thereto (or such successor policies) as are applicable to all Restricted Securities Beneficially Owned by him or it, as the case may be, to cause, and the parties hereto each shall otherwise use its best efforts to cause, there to be (i) four Stockholder Directors for so long as the Stockholders Beneficially Own at least 25% other stockholders of the outstanding shares of Common Stock (on a Fully Diluted Basis), (ii) three Stockholder Directors for so long as the Stockholders Beneficially Own at least 20% but less than 25% Company that have rights to designate or nominate members of the outstanding shares of Common Stock (on a Fully Diluted Basis), (iii) two Stockholder Directors for so long as the Stockholders Beneficially Own at least 15% but less than 20% of the outstanding shares of Common Stock (on a Fully Diluted Basis), or (iv) one Stockholder Director for so long as the Stockholders Beneficially Own at least 5% but less than 15% of the outstanding shares of Common Stock (on a Fully Diluted Basis)Board. (c) Each of ▇▇. ▇▇▇▇▇ and the Stockholders shall vote all Restricted Securities Beneficially Owned by him or it, as the case may be, to cause, and the parties hereto each shall otherwise use its best efforts to cause, there to be (i) four ▇▇▇▇▇ Directors for so long as ▇▇. ▇▇▇▇▇ Beneficially Owns at least 25% of the outstanding shares of Common Stock (on a Fully Diluted Basis), (ii) three ▇▇▇▇▇ Directors for so long as ▇▇. ▇▇▇▇▇ Beneficially Owns at least 20% but less than 25% of the outstanding shares of Common Stock (on a Fully Diluted Basis), (iii) two ▇▇▇▇▇ Directors for so long as ▇▇. ▇▇▇▇▇ Beneficially Owns at least 15% but less than 20% of the outstanding shares of Common Stock (on a Fully Diluted Basis), or (iv) one ▇▇▇▇▇ Director for so long as ▇▇. ▇▇▇▇▇ Beneficially Owns at least 5% but less than 15% of the outstanding shares of Common Stock (on a Fully Diluted Basis). (d) ▇▇. ▇▇▇▇▇ shall cause holders of Class A Common Stock to exercise their rights to elect Class A Directors in order to effectuate, to the extent necessary, the provisions contained in this Section 2.01; provided, however, notwithstanding anything contained in this Section 2.01 to the contrary, for so long as any shares of Class A Common Stock are outstanding and entitled to elect Class A Directors, holders of shares of Class A Common Stock shall have the sole right to elect Class A Directors.

Board Representation. (a) In accordance with At all times from and after --------------------- the Certificate date hereof, the Directors shall be nominated as follows (it being understood that such nomination shall include any nomination of Designation and subject any incumbent Director for reelection to the rights of holders of the Company's serial preferred stock, as of the date hereof and for Board): (i) so long as TDF is Qualified, TDF shall have the Stockholders right to appoint two Directors pursuant to the terms of the Class A Stock set forth in the Charter (the "TDF Designees") and the initial TDF Designees shall be entitled to nominate at least one Director pursuant to Section 2.01(b), the Board shall consist of 11 members, initially consisting of (i) four Stockholder Directors, (ii) four Michel ------------- Azibert and ▇▇▇▇▇ Directors and ▇▇▇▇▇▇▇▇▇; provided, however, that if TDF is not -------- ------- Qualified, such members of the TDF Group shall, so long as the Ownership Interest of the TDF Group is at least 5.0%, have the right to appoint a Director pursuant to the terms of such Class A Stock (the "TDF --- Designee"); -------- (iii) three Independent Common Stock Directors recommended so long as the Initial Stockholder Group maintains an Ownership Interest, the members of the Initial Stockholder Group holding in the aggregate a majority of the aggregate number of Shares held of record by the Nominating Committee and approved Initial Stockholder Group shall have the right to designate one nominee for election as a Director (the "Initial Stockholder Designee"), it being ---------------------------- understood that the Initial Stockholder may be such nominee; (iv) the Chief Executive Officer of the Company shall have the right to designate one nominee for election as a Director (the "CEO Designee"); ------------ (v) so long as the Ownership Interest of the Centennial Group is at least 5.0%, the members of the Centennial Group holding in the aggregate a majority of the aggregate number of Shares held of record by the Board.Centennial Group shall have the right to designate one nominee for election as a Director (the "Centennial Designee"); ------------------- (bvi) Each so long as the Ownership Interest of the Berkshire Group is at least 5.0%, the members of the Berkshire Group holding in the aggregate a majority of the aggregate number of Shares held of record by the Berkshire Group shall have the right to designate one nominee for election as a Director (the "Berkshire Designee"); ------------------ (vii) so long as the Ownership Interest of the Nassau Group is not less than the Ownership Interest of the Nassau Group immediately following the closing of the IPO, the members of the Nassau Group holding in the aggregate a majority of the aggregate number of Shares held of record by the Nassau Group shall have the right to designate one nominee for election as a Director (the "Nassau Designee"); and --------------- (viii) all Directors other than the Designees ("General Directors") ----------------- shall be nominated in accordance with the Charter and By-laws; provided, -------- however, that immediately upon the effectiveness of this Agreement, the ------- Company, through the Board, shall cause to be duly appointed to the Board at least four Independent Directors (including for the avoidance of doubt, the Independent Director designated for nomination by TDF as set forth below); provided, however, that TDF shall have a one-time right, -------- ------- exercisable upon the Closing, to designate one such Independent Director for nomination as a Director, which designee shall be ▇▇. ▇▇▇▇▇▇▇ and the Stockholders shall vote all Restricted Securities Beneficially Owned by him or it, as the case may be, to cause, and the parties hereto each shall otherwise use its best efforts to cause, there to be (i) four Stockholder Directors for so long as the Stockholders Beneficially Own at least 25% ▇. Murphy. For purposes of the outstanding shares of Common Stock (on a Fully Diluted Basisthis Section 3.02(a)(viii), (ii) three Stockholder Directors for so long as the Stockholders Beneficially Own at least 20% but less than 25% of the outstanding shares of Common Stock (on a Fully Diluted Basis), (iii) two Stockholder Directors for so long as the Stockholders Beneficially Own at least 15% but less than 20% of the outstanding shares of Common Stock (on a Fully Diluted Basis), or (iv) one Stockholder Director for so long as the Stockholders Beneficially Own at least 5% but less than 15% of the outstanding shares of Common Stock (on a Fully Diluted Basis). (c) Each of ▇▇. ▇▇▇▇▇▇ and the Stockholders shall vote all Restricted Securities Beneficially Owned by him or it▇. McKenzie, as the case may be, to cause, and the parties hereto each shall otherwise use its best efforts to cause, there to be (i) four ▇▇. ▇. Landis ▇▇▇▇▇▇ Directors for so long as and ▇▇. ▇▇▇▇▇▇ Beneficially Owns at least 25% ▇. Hutcheson, Jr. shall be deemed to be Independent Directors. (b) Without limiting the generality of the outstanding shares of Common Stock (on a Fully Diluted BasisSection 3.02(a), in the event that at any time after the date hereof the number of Directors designated by a Group pursuant to Section 3.02(a) differs from the number that such Group has the right (and desire) to designate, (i) if the number of such Directors exceeds such number, such Group shall promptly take all appropriate action to cause to resign that number of Directors designated by such Group as is required to make the remaining number of such Directors conform to the provisions of this Agreement or (ii) three ▇▇▇▇▇ if the number of such Directors for so long as ▇▇. ▇▇▇▇▇ Beneficially Owns at least 20% but otherwise is less than 25% such number, the Board shall take all necessary action to create sufficient vacancies on the Board to permit such Group to designate the full number of Directors which it is entitled (and desires) to designate pursuant to the provisions of this Agreement (such action may include but need not be limited to seeking the resignation or removal of Directors or, at the request of such Group and/or calling a special meeting of the outstanding shares of Common Stock (on a Fully Diluted Basis), (iii) two ▇▇▇▇▇ Directors for so long as ▇▇. ▇▇▇▇▇ Beneficially Owns at least 15% but less than 20% stockholders of the outstanding shares Company for the purpose of Common Stock (on removing Directors to create such vacancies to the extent permitted by applicable law). Upon the creation of any vacancy pursuant to the preceding sentence, such Group shall designate a Fully Diluted Basis), or (iv) one ▇▇▇▇▇ Director for nominee to fill any such vacancy in accordance with the provisions of this Agreement and the Board shall elect each nominee so long as ▇▇. ▇▇▇▇▇ Beneficially Owns at least 5% but less than 15% of the outstanding shares of Common Stock (on a Fully Diluted Basis)designated. (dc) ▇▇. ▇▇▇▇▇ Subject to TDF's right pursuant to Section 3.02(a)(viii), no Group shall cause holders be entitled to designate any nominee for election as a Director under more than one paragraph of Class A Common Stock to exercise their rights to elect Class A Directors in order to effectuate, to the extent necessary, the provisions contained in this Section 2.01; provided, however, notwithstanding anything contained in this Section 2.01 to the contrary, for so long as any shares of Class A Common Stock are outstanding and entitled to elect Class A Directors, holders of shares of Class A Common Stock shall have the sole right to elect Class A Directors3.02.

Board Representation. (a) In accordance with the Certificate of Designation and subject to the rights of holders of the Company's serial preferred stock, Effective as of the date hereof and Restructuring Closing, for so long as the Stockholders shall be entitled this Section 2.1 remains in effect, and subject to nominate at least one Director pursuant to Section 2.01(b)Communications Laws, the Board shall consist of 11 members, initially consisting up to seven (7) Directors of whom: (i) four Five (5) shall be designated or nominated by Stockholder Group 1 (such persons, the “Stockholder Group 1 Directors”) as follows: (A) Three (3) of the Stockholder Group 1 Directors shall be designated by Laurel Tree or its Permitted Transferees; provided, (ii) four ▇▇▇▇▇ Directors and (iii) three Independent if at any time Laurel Tree or its Permitted Transferees hold at least a majority of the outstanding Common Stock on a fully diluted basis, four (4) of the Stockholder Group 1 Directors recommended shall be designated by Laurel Tree or its Permitted Transferees (such persons, the Nominating Committee and approved by the Board.“Laurel Tree Directors”); provided, further, that if Laurel Tree or its Permitted Transferees hold, together, less than 80% of its Original Shares, Laurel Tree shall no longer be entitled to designate any Stockholder Group 1 Directors pursuant to this Section 2.1(a)(i)(A); and (bB) Each The remaining members of ▇▇. ▇▇▇▇▇ and the Stockholders shall vote all Restricted Securities Beneficially Owned by him or it, as the case may be, to cause, and the parties hereto each shall otherwise use its best efforts to cause, there to be Stockholder Group 1 (i) four Stockholder Directors excluding Laurel Tree for so long as Laurel Tree retains the Stockholders Beneficially Own at least 25% of right to designate any directors pursuant to Section 2.1(a)(i)(A)) shall have the outstanding shares of Common Stock right to nominate for election the remaining Stockholder Group 1 Directors not designated by Laurel Tree pursuant to paragraph (on a Fully Diluted Basis)A) above (such persons, (ii) three the “Stockholder Directors for so long as the Stockholders Beneficially Own at least 20% but less than 25% of the outstanding shares of Common Stock (on a Fully Diluted Basis), (iii) two Stockholder Directors for so long as the Stockholders Beneficially Own at least 15% but less than 20% of the outstanding shares of Common Stock (on a Fully Diluted Basis), or (iv) one Stockholder Director for so long as the Stockholders Beneficially Own at least 5% but less than 15% of the outstanding shares of Common Stock (on a Fully Diluted BasisGroup 1 Nominees”). (cii) Each of ▇▇. ▇▇▇▇▇ One (1) shall be nominated by Stockholder Group 2 and the Stockholders shall vote all Restricted Securities Beneficially Owned by him or it, as the case may be, to cause, and the parties hereto each shall otherwise use its best efforts to cause, there to be (i) four ▇▇▇▇▇ Directors for so long as ▇▇. ▇▇▇▇▇ Beneficially Owns at least 25% reasonable satisfaction of the outstanding shares holders of Common Stock (on a Fully Diluted Basis), (ii) three ▇▇▇▇▇ Directors for so long as ▇▇. ▇▇▇▇▇ Beneficially Owns at least 20% but less than 25% majority of the outstanding shares of Common Stock (on a Fully Diluted Basis), (iii) two ▇▇▇▇▇ Directors for so long as ▇▇. ▇▇▇▇▇ Beneficially Owns at least 15% but less than 20% of the outstanding shares of Common Stock (on a Fully Diluted Basis), or (iv) one ▇▇▇▇▇ Director for so long as ▇▇. ▇▇▇▇▇ Beneficially Owns at least 5% but less than 15% of the outstanding shares of Common Stock (on a Fully Diluted Basis). (d) ▇▇. ▇▇▇▇▇ shall cause holders of Class A Common Stock to exercise their rights to elect Class A Directors in order to effectuate, to the extent necessary, the provisions contained in this Section 2.01; provided, however, notwithstanding anything contained in this Section 2.01 to the contrary, for so long as any shares of Class A Common Stock are held by Stockholder Group 1, an expert or specialist in the industry of the Company Business (such person, the “Stockholder Group 2 Nominee” and, if elected, the “Stockholder Group 2 Director”; and, together with the Stockholder Group 1 Directors, the “Stockholder Group Directors”); provided, however, that if Stockholder Group 2 holds, together, less than 80% of its aggregate Original Shares (assuming the full exercise of any Special Warrants and 2L Warrants held by Stockholder Group 2) or less than 1% of the outstanding and Common Stock on a fully diluted basis in the aggregate, Stockholder Group 2 shall no longer be entitled to elect nominate a candidate for election to the Board pursuant to this Section 2.1(a)(ii). (iii) One (1) shall be the principal executive officer of the Company which, for the avoidance of doubt, shall initially be ▇▇▇▇▇ ▇▇▇▇▇, the Chief Executive Officer (the “CEO”), for so long as the CEO (or such person’s replacement) is employed by the Company or its Subsidiary or Affiliate. (b) The Stockholder Group 1 Nominees and the Stockholder Group 2 Nominee shall become Directors upon the approval of the holders of a majority of the then outstanding shares of Class A DirectorsCommon Stock; provided, however, that if any Stockholder Group 1 Nominee or Stockholder Group 2 Nominee is not so elected, Stockholder Group 1 (excluding Laurel Tree) or Stockholder Group 2, as applicable, shall continue to have the right to nominate additional candidates for election until such time as a Stockholder Group 1 Nominee or Stockholder Group 2 Nominee, as applicable, is duly elected to the Board. (c) All Directors designated or nominated, as applicable, pursuant to this Section 2.1 shall be qualified under the Communications Laws to hold attributable interests (as such term is used in the Communications Laws) in the Company. Neither any of the Stockholder Group 1 Nominees nor the Stockholder Group 2 Nominee shall be an employee or agent of any member of Stockholder Group 1 or Stockholder Group 2 who does not otherwise hold an attributable interest (as such term is used in the Communications Laws) in the Company unless any necessary regulatory approvals are obtained from the Federal Communications Commission. (d) To the extent that Stockholder Group 1 or Stockholder Group 2 loses the ability to designate or nominate (as applicable) one or more Directors as described above for failing to hold the applicable minimum amount of Common Stock (assuming, in the case of Stockholder Group 2, the exercise of any Special Warrants and 2L Warrants held by Stockholder Group 2), then such Board seat(s) shall be filled by majority vote of the holders of Class A Common Stock. (e) A Stockholder Group 1 Director shall be selected by a majority of the Stockholder Group 1 Directors to serve as the Chairman of the Board. (f) Except as otherwise set forth in Section 2.1(a) above for the election of directors, each share of Class A Common Stock shall be entitled to one vote and the holders thereof shall be entitled to vote for all such matters that are put to the Shareholders for approval under the Company’s Governing Documents and applicable law. The shares of Class B Common Stock, any equity provided under the Equity Incentive Plan and any other Company Securities shall be non-voting except as otherwise provided in the Company’s Governing Documents. (g) The Company shall take such action as may be required under applicable law to cause the Board to consist of the Directors specified in Sections 2.1(a) and 2.1(d) above. The Company further agrees to include in the slate of nominees recommended by the Board the Stockholder Group 1 Nominees and Stockholder Group 2 Nominees as required hereby. (h) 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 Director designated or elected pursuant to Section 2.1(a) above, the remaining Directors and the Company shall cause the vacancy created thereby to be filled as soon as possible by a new designee or nominee, as applicable, of the Stockholder(s) who have the right to designate or nominate for election such Director, as set forth in this Section 2.1, and the Company hereby agrees to take, at any time and from time to time, all actions necessary to accomplish the same. (i) Each of the Stockholders agrees to vote promptly, or act by written consent with respect to, any Voting Securities beneficially owned by it, at each annual or special meeting of Stockholders at which Directors are to be elected or to take all actions by written consent in lieu of any such meeting as are necessary, to cause the Board to be comprised as set forth in this Section 2.1; provided, however, that no Stockholder shall be obligated to vote in favor of the Stockholder Group 1 Nominee(s) or the Stockholder Group 2 Nominee. 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 Director designated or elected pursuant to Section 2.1(a) and the remaining Directors pursuant to Sections 2.1(g) and 2.1(h) have not caused the vacancy created thereby to be filled by a new designee of the applicable Stockholder, then in such case each Stockholder hereby agrees to take, at any time and from time to time, all actions necessary to fill such vacancy as provided in Section 2.1(g). Upon the written request of Laurel Tree, each other Stockholder shall vote promptly, or act by written consent with respect to, all Voting Securities beneficially owned by it and otherwise take or cause to be taken all actions necessary to remove any Director designated by Laurel Tree pursuant to Section 2.1(a) and to elect any replacement Director so designated by Laurel Tree. Any Director other than a Laurel Tree Director may be removed for cause from the Board at any time (with or without consent) by a vote of the majority of the shares of Class A Common Stock, and the Stockholders having the right to designate or nominate (as applicable) such Director shall have the sole right to designate or nominate (as applicable) any replacement thereof. (j) The Company shall reimburse each Director for reasonable out-of-pocket expenses incurred by them for the purpose of attending meetings of the Board or committees thereof, subject to the Company’s expense reimbursement policies in effect from time to time. The Company agrees all Directors (except for any Stockholder Group Director that is an employee of a Stockholder of Stockholder Group 1 or Stockholder Group 2, subject to Section 2.1(c) above) shall be entitled to the same compensation as may be approved by the Board from time to time. (k) In the event that, as a consequence of the provisions of Section 2.1(d), a Stockholder or group of Stockholders shall cease to have the right to designate a Director in accordance with this Section 2.1, such Stockholder or group of Stockholders shall cause such Director(s) to resign from the Board immediately and such Board seat(s) shall be filled by majority vote of the holders of shares of Class A Common Stock Stock. In the event of any increase in the size of the Board, the Stockholders shall have act promptly to cause a proportional increase in the sole right number of Stockholder Group Directors (including Laurel Tree Directors) such that the composition of the Board immediately following the increase in the number of Directors shall reflect the relative number of Stockholder Group Directors that each Stockholder had been entitled to elect Class A Directorsdesignate or nominate, as applicable, immediately prior to such increase. (l) The Company agrees to cause at least one meeting of the Board to be held each fiscal quarter, and to make provisions such that any member of the Board may attend such meetings by remote means (e.g., by telephone or video conference). (m) The Company shall maintain a directors’ and officers’ liability insurance policy with such levels of coverage as are reasonably appropriate for a company in the Company Business of the size of the Company.

Board Representation. (a) In accordance The rights granted to NMR and ACN under this Article II with respect to representation on the Certificate of Designation and subject to the rights of holders of the Company's serial preferred stock, as of the date hereof and Board shall apply for so long as NMR and its Affiliates, and ACN and its Affiliates, beneficially own at least 5.0% and 10%, respectively, of the Stockholders issued and outstanding shares of Common Stock on a fully-diluted basis (as defined in Section 4.1(a) below). (b) The Company and NMR have agreed that, effective as of August 15, 1999 hereof, the Company shall be entitled increase the size of the Board from four to five members and NMR shall have the right to nominate at least one Director pursuant representative to Section 2.01(bthe Board. Immediately upon NMR's exercise in full of the Second Warrant, the Company agrees to increase the size of the Board by one member and NMR shall have the right to nominate an aggregate of two representatives to the Board (such individual(s), together with all future NMR appointees to the Board, being referred to herein as the "NMR Director(s)"). After the effectiveness of the registration statement relating to a Company-IPO, the Company shall use its best efforts to appoint such additional nominee to the Board of Directors pending the next meeting of stockholders, subject, however, to any fiduciary duties of the Board and compliance with the Restated Certificate and the Bylaws. The Company and ACN have agreed that, effective as of September _____, 1999 hereof, the Company shall consist increase the size of 11 members, initially consisting of (i) four Stockholder Directors, (ii) four ▇▇▇▇▇ Directors the Board from five members to six members and (iii) three Independent Common Stock Directors recommended by ACN shall have the Nominating Committee and approved by right to nominate one representative to the Board. (bc) The Company has duly and validly taken all corporate actions necessary to increase the size of the Board from four to five members and, upon notice from NMR, shall appoint an individual to be designated by NMR to such vacancy in the Board. The Company has duly and validly taken all corporate actions necessary to increase the size of the Board from five to six members and, upon notice from ACN, shall appoint an individual to be designated by ACN to such vacancy in the Board. (d) Each of ▇▇. ▇▇▇▇▇ and the Stockholders shall hereby irrevocably agrees to vote all Restricted Company Securities Beneficially Owned now or hereafter owned by him such Stockholder in favor of electing (or itre-electing, as the case may be) the NMR Directors and/or NMR's nominees, and ACN Director or ACN nominee, to the Board, as the case may be, and to causetake all such action as may be necessary to enable NMR and ACN to exercise its rights to Board representation as provided in this Article II, and including, without limitation, voting in favor of any amendment of the parties hereto each shall otherwise Bylaws to increase the size of the Board. Each of the Stockholders hereby further agrees to use its best all reasonable efforts to cause, there cause any Director nominated by such Stockholder to be (i) four Stockholder Directors for so long as the Stockholders Beneficially Own vote at least 25% any meeting of the outstanding shares Board in favor of Common Stock (on a Fully Diluted Basis)NMR's nominees or ACN nominee to the Board or otherwise and to take all such action as may be necessary to enable NMR and ACN to exercise its rights to Board representation as provided in this Article II, (iiincluding, without limitation, to permit the election or designation to the Board of such number of NMR Directors and an ACN Director to which NMR and ACN, respectively, are entitled under this Addendum. The provisions of this Section 2.1(d) three Stockholder Directors for so long as shall expire upon the Stockholders Beneficially Own at least 20% but less than 25% effectiveness of the outstanding shares of Common Stock (on registration statement relating to a Fully Diluted Basis), (iii) two Stockholder Directors for so long as the Stockholders Beneficially Own at least 15% but less than 20% of the outstanding shares of Common Stock (on a Fully Diluted Basis), or (iv) one Stockholder Director for so long as the Stockholders Beneficially Own at least 5% but less than 15% of the outstanding shares of Common Stock (on a Fully Diluted Basis)Company-IPO. (ce) Each After the effectiveness of ▇▇the registration statement relating to a Company-IPO, NMR shall continue to have the right to designate the number of nominees to the Board specified under Section 2.1(b) above. ▇▇▇▇▇ and The Company agrees to nominate such individual(s) as management's nominees at each regularly scheduled annual stockholders meeting or any special meeting of stockholders at which the Stockholders election of directors shall vote all Restricted Securities Beneficially Owned by him or it, as the case may betake place, to cause, recommend to the stockholders at such meeting such individual's election to the Board and the parties hereto each shall otherwise to use its best all reasonable efforts to cause, there to be (icause the election of such nominee(s) four ▇▇▇▇▇ Directors for so long as ▇▇. ▇▇▇▇▇ Beneficially Owns at least 25% of the outstanding shares of Common Stock (on a Fully Diluted Basis), (ii) three ▇▇▇▇▇ Directors for so long as ▇▇. ▇▇▇▇▇ Beneficially Owns at least 20% but less than 25% of the outstanding shares of Common Stock (on a Fully Diluted Basis), (iii) two ▇▇▇▇▇ Directors for so long as ▇▇. ▇▇▇▇▇ Beneficially Owns at least 15% but less than 20% of the outstanding shares of Common Stock (on a Fully Diluted Basis), or (iv) one ▇▇▇▇▇ Director for so long as ▇▇. ▇▇▇▇▇ Beneficially Owns at least 5% but less than 15% of the outstanding shares of Common Stock (on a Fully Diluted Basis). (d) ▇▇. ▇▇▇▇▇ shall cause holders of Class A Common Stock to exercise their rights to elect Class A Directors in order to effectuate, to the extent necessary, the provisions contained in this Section 2.01; provided, however, notwithstanding anything contained in this Section 2.01 to the contrary, for so long as any shares of Class A Common Stock are outstanding and entitled to elect Class A Directors, holders of shares of Class A Common Stock shall have the sole right to elect Class A DirectorsBoard.

Board Representation. (a) In accordance with HMTF, the Certificate Company and each Holder shall take all actions within their respective power, including, but not limited to, the voting of Designation and subject Common Stock, required to cause the rights Board of holders Directors of the Company's serial preferred stock, as Company to at all times consist of the date hereof and for so long as the Stockholders shall be entitled to nominate at least one Director pursuant 5 directors to Section 2.01(b), the Board shall consist of 11 members, initially consisting of be designated as follows: (i) four Stockholder Directors, one member (ii) four ▇the "Fojt▇▇▇▇ Directors and (iii▇▇▇ignee") three Independent Common Stock Directors recommended shall be a designee of Holders of 50% or more of the Registrable Shares then owned by the Nominating Committee and approved Fojt▇▇▇▇ ▇▇▇up (excluding the Registrable Shares owned by the Board. (b) Each of Howa▇▇ ▇. ▇▇▇▇▇▇ and ▇▇▇ his Permitted Transferees) as long as the Stockholders Fojt▇▇▇▇ ▇▇▇up (excluding Howa▇▇ ▇. ▇▇▇▇▇▇ ▇▇▇ his Permitted Transferees) owns beneficially more than the Fojt▇▇▇▇ ▇▇▇ership Threshold; provided that, if the Fojt▇▇▇▇ ▇▇▇up (excluding Howa▇▇ ▇. ▇▇▇▇▇▇ ▇▇▇ his Permitted Transferees) owns beneficially less than the Fojt▇▇▇▇ ▇▇▇ership Threshold, then such director shall be designated by the HMC Group; (ii) one member (the "Heritage Designee") shall be a designee of the Holders of 50% or more of the Registrable Shares then owned by Heritage Group as long as the Heritage Group owns beneficially more than 3.965 percent of the Fully-Diluted Common Stock; provided that, if the Heritage Group owns beneficially 3.965 percent or less of the Fully-Diluted Common Stock, then such director shall be designated by the HMC Group; and (iii) all other members shall be designees of the HMC Group (each, an "HMC Group Designee"). Each Holder shall vote his or its shares of Common Stock at any regular or special meeting of stockholders of the Company or in any written consent executed in lieu of such a meeting of stockholders and shall take all Restricted Securities Beneficially Owned other actions necessary to give effect to the agreements contained in this Agreement (including without limitation the election of persons designated by him any Group to be elected as directors as described in the preceding sentence) and to ensure that the certificate of incorporation and bylaws as in effect immediately following the date hereof do not, at any time thereafter, conflict in any respect with the provisions of this Agreement. In order to effectuate the provisions of this Section 2, each Holder hereby agrees that when any action or itvote is required to be taken by such Holder pursuant to this Agreement, such Holder shall use his or its best efforts to call, or cause the appropriate officers and directors of the Company to call, a special or annual meeting of stockholders of the Company, as the case may be, to cause, and the parties hereto each shall otherwise use its best efforts to cause, there or execute or cause to be (iexecuted a consent in writing in lieu of any such meetings pursuant to Section 228(a) four Stockholder Directors for so long as the Stockholders Beneficially Own at least 25% of the outstanding shares of Common Stock (on a Fully Diluted Basis), (ii) three Stockholder Directors for so long as the Stockholders Beneficially Own at least 20% but less than 25% General Corporation Law of the outstanding shares State of Common Stock (on a Fully Diluted Basis), (iii) two Stockholder Directors for so long as the Stockholders Beneficially Own at least 15% but less than 20% of the outstanding shares of Common Stock (on a Fully Diluted Basis), or (iv) one Stockholder Director for so long as the Stockholders Beneficially Own at least 5% but less than 15% of the outstanding shares of Common Stock (on a Fully Diluted Basis)Delaware. (c) Each of ▇▇. ▇▇▇▇▇ and the Stockholders shall vote all Restricted Securities Beneficially Owned by him or it, as the case may be, to cause, and the parties hereto each shall otherwise use its best efforts to cause, there to be (i) four ▇▇▇▇▇ Directors for so long as ▇▇. ▇▇▇▇▇ Beneficially Owns at least 25% of the outstanding shares of Common Stock (on a Fully Diluted Basis), (ii) three ▇▇▇▇▇ Directors for so long as ▇▇. ▇▇▇▇▇ Beneficially Owns at least 20% but less than 25% of the outstanding shares of Common Stock (on a Fully Diluted Basis), (iii) two ▇▇▇▇▇ Directors for so long as ▇▇. ▇▇▇▇▇ Beneficially Owns at least 15% but less than 20% of the outstanding shares of Common Stock (on a Fully Diluted Basis), or (iv) one ▇▇▇▇▇ Director for so long as ▇▇. ▇▇▇▇▇ Beneficially Owns at least 5% but less than 15% of the outstanding shares of Common Stock (on a Fully Diluted Basis). (d) ▇▇. ▇▇▇▇▇ shall cause holders of Class A Common Stock to exercise their rights to elect Class A Directors in order to effectuate, to the extent necessary, the provisions contained in this Section 2.01; provided, however, notwithstanding anything contained in this Section 2.01 to the contrary, for so long as any shares of Class A Common Stock are outstanding and entitled to elect Class A Directors, holders of shares of Class A Common Stock shall have the sole right to elect Class A Directors.

Board Representation. (a) In accordance with Until the Certificate earlier to occur of Designation and subject the tenth anniversary of the purchase of shares of Senior Preferred Stock pursuant to the rights of holders Preferred Stock Purchase Agreement and the date on which the Apollo/Blackstone Shareholders own, collectively, less than 20% of the Company's serial preferred stockApollo/Blackstone Shares (the "Shareholder Designee Period"), as the Board of Directors shall consist of no more than thirteen (13) directors during the date hereof and for Shareholder Designee Period. For so long as the Stockholders Apollo/Blackstone Shareholders are entitled to at least two Shareholder Designees under this Agreement, the Apollo/Blackstone Shareholders shall be entitled to nominate at least have one Director Shareholder Designee serve on each committee of the Board of Directors other than any committee formed for the purpose of considering matters relating to the Shareholders and as set forth below with respect to the Nominating Committee and other than such committees on which membership of a Shareholder Designee is prohibited by applicable law or by the rules of the New York Stock Exchange. (b) Immediately following the purchase of shares of Senior Preferred Stock pursuant to Section 2.01(b)the Preferred Stock Purchase Agreement, the Board shall consist of 11 members, initially consisting of (i) four Stockholder Directors, (ii) four Company will cause ▇▇▇▇▇ ▇▇▇▇▇▇▇ to be elected or appointed to the Board of Directors. At all times during the Shareholder Designee Period, the Company agrees, subject to Section 3.1(d), to support the nomination of, and the Company's Nominating Committee (as defined herein) shall recommend to the Board of Directors the inclusion in the slate of nominees recommended by the Board of Directors to shareholders for election as directors at each annual meeting of shareholders of the Company: (i) no more than two persons who are executive officers of the Company ("Management Directors"), (ii) (A) five Shareholder Designees, so long as the Apollo/Blackstone Shareholders beneficially own 80% or more of the Apollo/Blackstone Shares, (B) four Shareholder Designees, so long as the Apollo/Blackstone Shareholders beneficially own 60% or more but less than 80% of the Apollo/Blackstone Shares, (C) three Shareholder Designees, so long as the Apollo/Blackstone Shareholders beneficially own 40% or more but less than 60% of the Apollo/Blackstone Shares, (D) two Shareholder Designees, so long as the Apollo/Blackstone Shareholders beneficially own 20% or more but less than 40% of the Apollo/Blackstone Shares, and (E) one Shareholder Designee, so long as the Apollo/Blackstone Shareholders beneficially own 10% or more but less than 20% of the Apollo/Blackstone Shares (each a "Beneficial Ownership Threshold"); provided, however, that if at any time as a result of the Company's issuance of Voting Securities the Shareholders beneficially own 9% or less of the Actual Voting Power (the "Actual Voting Power Threshold"), the Apollo/Blackstone Shareholders shall be entitled to no more than three Shareholder Designees (even if the Apollo/Blackstone Shareholders would otherwise be entitled to a greater number of Shareholder Designees pursuant to clauses (A) through (E) above), and (iii) three Independent Common Stock Directors such other persons, each of whom is (A) recommended by the Nominating Committee and approved (B) not an employee or officer of or outside counsel to the Company or a partner, employee, director, officer, affiliate or associate (as defined in Rule 12b-2 under the Exchange Act) of any Shareholder or any affiliate of a Shareholder or as to which the Shareholders or their affiliates own at least ten percent of the voting equity securities ("Unaffiliated Directors"). If any vacancy (whether by death, retirement, disqualification, removal from office or other cause, or by increase in number of directors) occurs prior to a meeting of the Company's stockholders, the Board (i) may appoint a member of management to fill a vacancy caused by a Management Director ceasing to serve as a director, (ii) shall appoint, subject to Section 3.1(d), a person designated by the Board. Apollo/Blackstone Shareholders to fill a vacancy created by a Shareholder Designee ceasing to serve as a director (bexcept as a result of the reduction of the number of Shareholder Designees entitled to be included on the Board of Directors by reason of a decrease in the Apollo/Blackstone Shareholders' beneficial ownership of Apollo/Blackstone Shares below any Beneficial Ownership Threshold or by reasons of a decrease in the Shareholders' beneficial ownership of Voting Securities below the Actual Voting Power Threshold), and (iii) Each may appoint a person who qualifies as an Unaffiliated Director and is recommended by the Nominating Committee pursuant to the procedures set forth in the following paragraph to fill a vacancy created by an Unaffiliated Director ceasing to serve as a director (provided, however, that in the case of ▇▇. ▇▇▇▇▇ a vacancy relating to an Unaffiliated Director, if a majority of the Nominating Committee is unable to recommend a replacement, then the Board seat with respect to this vacancy shall remain vacant), and the Stockholders each such person shall vote all Restricted Securities Beneficially Owned by him be a Management Designee, Shareholder Designee or itUnaffiliated Director, as the case may be, for purposes of this Agreement. At all times during the Shareholder Designee Period, Unaffiliated Directors shall be designated exclusively by a majority of a nominating committee (the "Nominating Committee"), which shall at all times during the Shareholder Designee Period consist of not more than four persons, two of whom shall be Shareholder Designees (or such lesser number of Shareholder Designees as then serves on the Board of Directors) and two of whom shall be either Management Directors or Unaffiliated Directors. If the Nominating Committee is unable to causerecommend one or more persons to serve as Unaffiliated Directors (except with respect to any vacancy created by an Unaffiliated Director ceasing to serve as such), then the Board of Directors shall nominate and recommend for election by stockholders an Unaffiliated Director then serving on the parties hereto each shall otherwise use its best efforts to causeBoard of Directors. Notwithstanding the foregoing, there to be (i) four Stockholder Directors for so long as if the Stockholders Beneficially Own at least 25Apollo/Blackstone Shareholders beneficially own less than 50% of the outstanding shares Apollo/Blackstone Shares, the Nominating Committee shall be comprised of Common Stock (on individuals only one of whom is a Fully Diluted Basis)Shareholder Designee. The foregoing provisions shall be effected pursuant to an amendment to the Company's Bylaws in a form reasonably acceptable to the parties to this Agreement, (iiwhich shall not be further amended by the Board of Directors during the Shareholder Designee Period. Notwithstanding the foregoing, the Company shall have no obligation to support the nomination, recommendation or election of any Shareholder Designee pursuant to this Section 3.1(b) three Stockholder Directors for so long as or any other obligation under this Section 3.1 if the Stockholders Beneficially Own at least 20% but less than 25% Apollo/Blackstone Shareholders are in breach of the outstanding shares any material provision of Common Stock (on a Fully Diluted Basis), (iii) two Stockholder Directors for so long as the Stockholders Beneficially Own at least 15% but less than 20% of the outstanding shares of Common Stock (on a Fully Diluted Basis), or (iv) one Stockholder Director for so long as the Stockholders Beneficially Own at least 5% but less than 15% of the outstanding shares of Common Stock (on a Fully Diluted Basis)this Agreement. (c) Each Upon any decrease in Apollo/Blackstone Shareholders' beneficial ownership of ▇▇Apollo/Blackstone Shares below any Beneficial Ownership Threshold or any decrease in the Shareholders beneficial ownership of Voting Securities below the Actual Voting Power Threshold, the Apollo/Blackstone Shareholders shall cause a number of Shareholder Designees to offer to immediately resign from the Company's Board of Directors such that the number of Shareholder Designees serving on the Board of Directors immediately thereafter will be equal to the number of Shareholder Designees which the Apollo/Blackstone Shareholders would then be entitled to designate under Section 3.1(b). ▇▇▇▇▇ Upon termination of the Shareholder Designee Period, the Apollo/Blackstone Shareholders shall promptly cause all of the Shareholder Designees to offer to resign immediately from the Board of Directors and any committees thereof and the Stockholders Company's obligations under this Section 3.1 shall vote all Restricted Securities Beneficially Owned by him or it, as the case may be, to cause, and the parties hereto each shall otherwise use its best efforts to cause, there to be (i) four ▇▇▇▇▇ Directors for so long as ▇▇. ▇▇▇▇▇ Beneficially Owns at least 25% of the outstanding shares of Common Stock (on a Fully Diluted Basis), (ii) three ▇▇▇▇▇ Directors for so long as ▇▇. ▇▇▇▇▇ Beneficially Owns at least 20% but less than 25% of the outstanding shares of Common Stock (on a Fully Diluted Basis), (iii) two ▇▇▇▇▇ Directors for so long as ▇▇. ▇▇▇▇▇ Beneficially Owns at least 15% but less than 20% of the outstanding shares of Common Stock (on a Fully Diluted Basis), or (iv) one ▇▇▇▇▇ Director for so long as ▇▇. ▇▇▇▇▇ Beneficially Owns at least 5% but less than 15% of the outstanding shares of Common Stock (on a Fully Diluted Basis)terminate. (d) ▇▇. ▇▇▇▇▇ Notwithstanding the provisions of this Section 3.1, the Apollo/Blackstone Shareholders shall cause holders of Class A Common Stock not be entitled to exercise their rights to elect Class A Directors in order to effectuate, designate any person to the extent necessaryCompany's Board of Directors (or any committee thereof) in the event that the Company receives a written opinion of its outside counsel that a Shareholder Designee would not be qualified under any applicable law, rule or regulation to serve as a director of the Company or if the Company objects to a Shareholder Designee because such Shareholder Designee has been involved in any of the events enumerated in Item 2(d) or (e) of Schedule 13D or such person is currently the target of an investigation by any governmental authority or agency relating to felonious criminal activity or is subject to any order, decree, or judgment of any court or agency prohibiting service as a director of any public company or providing investment or financial advisory services and, in any such event, the provisions contained in this Section 2.01; provided, however, notwithstanding anything contained in this Section 2.01 Apollo/Blackstone Shareholders shall withdraw the designation of such proposed Shareholder Designee and designate a replacement therefor (which replacement Shareholder Designee shall also be subject to the contrary, for so long as requirements of this Section). The Company shall use its reasonable best efforts to notify the Apollo/Blackstone Shareholders of any shares objection to a Shareholder Designee sufficiently in advance of Class A Common Stock the date on which proxy materials are outstanding and mailed by the Company in connection with such election of directors to enable the Apollo/Blackstone Shareholders to propose a replacement Shareholder Designee in accordance with the terms of this Agreement. (e) Each Shareholder Designee serving on the Board of Directors shall be entitled to elect Class A Directorsall compensation and stock incentives granted to directors who are not employees of the Company on the same terms provided to, holders of shares of Class A Common Stock shall have and subject to the sole right to elect Class A Directorssame limitations applicable to, such directors.

Board Representation. (a) In accordance with the Certificate As used herein "Required Number of Designation and subject to the rights Directors" shall mean a number of holders members of the Company's serial preferred stockPVI Board determined as follows: From and after the Closing Date, as if the number of shares of PVI Common Stock held by the Seller Group represents a percentage of all outstanding then the number of Required PVI Common Stock that is Directors is --------------------------------------------- --------------------------- Greater than 10% 3 Greater than 3% but less than or equal to 10% 1 provided that from and after the first date after the Closing Date on which the number of shares of PVI Common Stock held by the Seller Group is less than fifty percent (50%) of the date hereof number of shares of PVI Common Stock held by the Seller Group immediately following the Closing, the Required Number of Directors shall be reduced to zero. From and after the Closing Date, the Purchaser agrees to take such action as may be necessary to (i) nominate and recommend for so election the Required Number of Directors designated by the Seller; (ii) as long as the Stockholders shall be entitled to nominate Required Number of Directors is at least one Director pursuant to Section 2.01(b(1), the Board shall consist nominate as a director of 11 members, initially consisting each of (iw) four Stockholder Directorsthe Corporation, (x) any entity of which the Corporation is a Subsidiary (other than any entity of which the Purchaser is a direct or indirect Subsidiary), (y) any entity which is a Subsidiary of the Corporation and (z) any Subsidiary of the Purchaser as to which a member of the PVI Board who is not a full-time employee of the Purchaser is then serving as a director which Subsidiary is actively undertaking business or has conducted or proposes to conduct any debt or equity financing other than with the Purchaser or any of its Subsidiaries, one (1) individual designated by the Seller and at any time when the Purchaser or any of its Subsidiaries owns a majority of the voting securities of such entity cause the election as a director of such designee at each annual meeting of shareholders of such entity, provided that this subsection (ii) four of this Section 7.1(a) shall not apply to the board of directors of the Corporation at any time when Davi▇ ▇▇▇▇ ▇▇ Robe▇▇▇ ▇▇▇▇▇▇▇▇ Directors ▇▇ a member of such board of directors; and (iii) three Independent Common Stock as long as the Required Number of Directors recommended is at least one (1), appoint to such committees of the PVI Board as the Seller shall request and the nominating committee shall approve, such approval not to be unreasonably withheld (provided that such committees shall constitute not less than one-half of the committees of the PVI Board and shall include the nominating committee and the executive committee at any time when such committees exist) one (1) of the members of the PVI Board that was designated by the Nominating Committee and approved by Seller. The initial designees of the Board. (b) Each of Seller to the PVI Board shall be Emil▇▇ ▇▇▇▇▇▇, ▇▇im▇ ▇▇▇▇▇ ▇▇▇h▇ ▇▇▇ Edua▇▇▇ ▇▇▇▇. ▇▇▇▇▇ and the Stockholders shall vote all Restricted Securities Beneficially Owned by him e Purchaser or itits Subsidiary, as applicable, shall provide the case may be, to cause, and the parties hereto each shall otherwise use its best efforts to cause, there Seller with not less than 75 days' prior notice of any meeting at which directors are to be (i) four Stockholder Directors for so long as elected. The Seller Shall give notice to the Stockholders Beneficially Own at least 25% Purchaser or its Subsidiary no later than 60 days prior to such meeting of the outstanding shares of Common Stock (on a Fully Diluted Basis), (ii) three Stockholder Directors for so long as the Stockholders Beneficially Own at least 20% but less than 25% of the outstanding shares of Common Stock (on a Fully Diluted Basis), (iii) two Stockholder Directors for so long as the Stockholders Beneficially Own at least 15% but less than 20% of the outstanding shares of Common Stock (on a Fully Diluted Basis), or (iv) one Stockholder Director for so long as the Stockholders Beneficially Own at least 5% but less than 15% of the outstanding shares of Common Stock (on a Fully Diluted Basis). (c) Each of ▇▇. ▇▇▇▇▇ and the Stockholders shall vote all Restricted Securities Beneficially Owned by him or it, as the case may be, to cause, and the parties hereto each shall otherwise use its best efforts to cause, there to be (i) four ▇▇▇▇▇ Directors for so long as ▇▇. ▇▇▇▇▇ Beneficially Owns at least 25% of the outstanding shares of Common Stock (on a Fully Diluted Basis), (ii) three ▇▇▇▇▇ Directors for so long as ▇▇. ▇▇▇▇▇ Beneficially Owns at least 20% but less than 25% of the outstanding shares of Common Stock (on a Fully Diluted Basis), (iii) two ▇▇▇▇▇ Directors for so long as ▇▇. ▇▇▇▇▇ Beneficially Owns at least 15% but less than 20% of the outstanding shares of Common Stock (on a Fully Diluted Basis), or (iv) one ▇▇▇▇▇ Director for so long as ▇▇. ▇▇▇▇▇ Beneficially Owns at least 5% but less than 15% of the outstanding shares of Common Stock (on a Fully Diluted Basis). (d) ▇▇. ▇▇▇▇▇ shall cause holders of Class A Common Stock to exercise their rights to elect Class A Directors in order to effectuate, to the extent necessary, the provisions contained in this Section 2.01; provided, however, notwithstanding anything contained in this Section 2.01 to the contrary, for so long as any shares of Class A Common Stock are outstanding and entitled to elect Class A Directors, holders of shares of Class A Common Stock shall have the sole right to elect Class A Directors.persons

Board Representation. (a) In accordance with Upon the Certificate of Designation and subject to the rights of holders closing of the Company's serial preferred stock, as of the date hereof and for so long as the Stockholders shall be entitled to nominate at least one Director pursuant to Section 2.01(b)transactions contemplated by this Agreement, the Board shall consist of 11 Directors of the Company (the "BOARD") will be increased from seven (7) members to eight (8) members, initially consisting of (i) four Stockholder Directors, (ii) four ▇▇▇▇▇ Directors and (iii) three Independent Common Stock Directors recommended . The vacancy created by the Nominating Committee and approved by increase in the Boardsize of the Board will be allocated to the Class I Directors. (b) Each of ▇▇. ▇▇▇▇▇ The Board will initially nominate and elect to fill the Stockholders shall vote all Restricted Securities Beneficially Owned vacancy in the Class I Directors a representative designated by him or it, as the case may be, to cause, and Manager (the parties hereto each shall otherwise use its best efforts to cause, there to be (i) four Stockholder Directors for so long as the Stockholders Beneficially Own at least 25% of the outstanding shares of Common Stock (on a Fully Diluted Basis), (ii) three Stockholder Directors for so long as the Stockholders Beneficially Own at least 20% but less than 25% of the outstanding shares of Common Stock (on a Fully Diluted Basis), (iii) two Stockholder Directors for so long as the Stockholders Beneficially Own at least 15% but less than 20% of the outstanding shares of Common Stock (on a Fully Diluted Basis), or (iv) one Stockholder Director for so long as the Stockholders Beneficially Own at least 5% but less than 15% of the outstanding shares of Common Stock (on a Fully Diluted Basis"MANAGER DESIGNEE"). (c) Each The Manager Designee shall be appointed to the Compensation Committee of ▇▇. ▇▇▇▇▇ the Board and in the Stockholders shall vote all Restricted Securities Beneficially Owned by him or it, as the case may beevent an Executive Committee is created, to cause, and the parties hereto each shall otherwise use its best efforts to cause, there to be (i) four ▇▇▇▇▇ Directors for so long as ▇▇. ▇▇▇▇▇ Beneficially Owns at least 25% Executive Committee of the outstanding shares of Common Stock Board (on a Fully Diluted Basis)collectively, (ii) three ▇▇▇▇▇ Directors for so long as ▇▇. ▇▇▇▇▇ Beneficially Owns at least 20% but less than 25% of the outstanding shares of Common Stock (on a Fully Diluted Basis), (iii) two ▇▇▇▇▇ Directors for so long as ▇▇. ▇▇▇▇▇ Beneficially Owns at least 15% but less than 20% of the outstanding shares of Common Stock (on a Fully Diluted Basis), or (iv) one ▇▇▇▇▇ Director for so long as ▇▇. ▇▇▇▇▇ Beneficially Owns at least 5% but less than 15% of the outstanding shares of Common Stock (on a Fully Diluted Basis"COMMITTEES"). (d) The Company shall take all reasonable steps to maintain the Manager Designee on the Board and the Committees, including nominating the Manager Designee for re-election, provided that the Manager and the TCW Entities (and their affiliates) collectively beneficially own at least 800,000 shares of common stock of the Company. (e) In the event that the Manager no longer has any Manager Designee on the Board, then the TCW Entities shall be entitled to have one representative (the "BOARD REPRESENTATIVE") observe, but with no right to participate or vote at, all Board and Committee meetings, PROVIDED THAT (i) such representative is subject to the Company's ▇▇. ▇▇▇▇▇ shall cause holders ▇▇▇▇▇▇▇ policy and to an appropriate confidentiality agreement with the Company; and (ii) the TCW Entities (and their affiliates) beneficially owns at least 400,000 shares of Class A Common Stock the common stock of the Company, or the Company has any amounts owing under the Revolver. PROVIDED, HOWEVER, that such Board Representative will not be allowed to exercise their rights attend a Board meeting if a majority of the Board reasonably believes, based upon advice from counsel, that such Board Representative's attendance at such meeting would adversely affect attorney-client privilege relating to elect Class A Directors matters directly involving the Manager or the TCW Entities, between the Company and its counsel, and in order such case, only for the portion of such meeting during which confidential matters relating to effectuate, such privilege are being discussed. (f) During the period that the Manager has a right to nominate a Manager Designee to the extent necessaryBoard or the TCW Entities have a right to a Board Representative, each pursuant to Section 4.1, then the provisions contained in this Section 2.01; providedTCW Entities shall be entitled to have one analyst observe, howeverbut with no right to participate or vote at, notwithstanding anything contained in this Section 2.01 all Board meetings, PROVIDED THAT such analyst is subject to the contraryCompany's ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ policy and to an appropriate confidentiality agreement with the Company. PROVIDED, HOWEVER, that such Board Representative will not be allowed to attend a Board meeting if a majority of the Board reasonably believes, based upon advice of counsel, that such analyst's attendance at such meeting would adversely affect attorney-client privilege relating to matters directly involving the Manager or the TCW Entities between the Company and its counsel, and in such case, only for the portion of such meeting during which confidential matters relating to such privilege are being discussed. (g) For so long as there is a Manager Designee on the Board, the Manager, the TCW Entities or Holdings shall not nominate, including but not limited to submitting any shares stockholder proposal to nominate, any other nominee to the Board who was or is an employee, officer, director, manager, agent or affiliate of Class A Common Stock are outstanding and entitled to elect Class A Directorsthe TCW Entities, holders of shares of Class A Common Stock shall have the sole right to elect Class A DirectorsTCW/Crescent Mezzanine, L.L.C., TCW Asset Management Company, or TCW Investment Management Company.

Board Representation. (ai) In accordance Each Stockholder agrees that it shall vote, or execute a written consent in lieu thereof with the Certificate of Designation and subject respect to the rights of holders all of the Company's serial preferred stock, as Securities beneficially owned or held of record by it or cause all of the date hereof and Securities beneficially owned by it to be voted, or cause a written consent in lieu thereof to be executed, to elect a Board to be composed as follows: (A) Subject to Section 2.1(b)(ii), for so long as a Founder Group meets the Stockholders Founder Group Minimum Ownership Condition, such Founder Group shall be entitled to nominate designate one (1) director (each, a “Founder Designee”); provided that if (x) neither Founder Group meets the Founder Group Minimum Ownership Condition individually, but collectively, both Founder Groups Beneficially Own, in the aggregate, a number of Securities representing an Ownership Percentage of at least 5% and (y) neither Founder Group has made any Transfer other than Transfers to the Permitted Group of the Founder who is associated with such Founder Group then the Founder Groups (collectively) shall be entitled to designate one Director pursuant to Section 2.01(b(1) director (a “Joint Founder Designee”), provided, further, that, if one Founder Group has made any Transfer other than Transfers to the Permitted Group of the Founder who is associated with such Founder Group but the other Founder Group has not, and the condition in clause (x) of the preceding proviso has been met, then the condition in clause (y) of the preceding proviso will be deemed to have been met and the Founder whose Founder Group has not made any Transfer other than Transfers to the Permitted Group of such Founder shall be entitled to designate such Joint Founder Designee; and (B) The Sponsor shall have the right, but not the obligation, to designate, and the individuals nominated for election as directors by or at the direction of the Board or a duly authorized committee of the Board shall consist include, a number of 11 membersindividuals such that, initially consisting upon the election of each such individual, and each other individual nominated by or at the direction of the Board or a duly authorized committee of the Board, as a director of the Company and taking into account any director continuing to serve without the need for re-election, the number of Blackstone Designees (as defined below) serving as directors of the Company will be equal to: (i) four Stockholder if the Sponsor and its affiliates collectively Beneficially Own 50% or more of the Common Stock as of the record date for such meeting, the lowest whole number that is greater than 50% of the Total Number of Directors, ; (ii) four ▇▇▇▇▇ Directors if the Sponsor and (iii) three Independent Common Stock Directors recommended by the Nominating Committee and approved by the Board. (b) Each of ▇▇. ▇▇▇▇▇ and the Stockholders shall vote all Restricted Securities Beneficially Owned by him or it, as the case may be, to cause, and the parties hereto each shall otherwise use its best efforts to cause, there to be (i) four Stockholder Directors for so long as the Stockholders Affiliates collectively Beneficially Own at least 2540% (but less than 50%) of the Common Stock as of the record date for such meeting, the lowest whole number that is greater than 40% of the outstanding shares Total Number of Directors; (iii) if the Sponsor and its Affiliates collectively Beneficially Own at least 30% (but less than 40%) of the Common Stock as of the record date for such meeting, the lowest whole number that is greater than 30% of the Total Number of Directors; (on a Fully Diluted Basis), (iiiv) three Stockholder Directors for so long as if the Stockholders Sponsor and its Affiliates collectively Beneficially Own at least 20% (but less than 25% 30%) of the outstanding shares of Common Stock (on a Fully Diluted Basis)as of the record date for such meeting, (iii) two Stockholder Directors for so long as the Stockholders Beneficially Own at least 15% but less lowest whole number that is greater than 20% of the outstanding shares Total Number of Common Stock Directors; and (on a Fully Diluted Basis), or (ivv) one Stockholder Director for so long as if the Stockholders Sponsor and its Affiliates collectively Beneficially Own at least 5% (but less than 1520%) of the Common Stock as of the record date for such meeting, the lowest whole number (such number always being equal to or greater than one) that is greater than 10% of the outstanding shares Total Number of Common Stock Directors (in each case, each such person a “Blackstone Designee”). (each director so designated by a Founder Group or Sponsor, a “Designee”); provided that if a Founder Group is entitled to only one Designee, such Designee shall be the applicable Founder of such Founder Group unless such Founder cannot serve on the Board due to death or disability; provided, further, that in the event a Fully Diluted BasisFounder Group is entitled to one Designee but the applicable Founder of such Founder Group cannot serve on the Board due to death or disability, such Designee shall be chosen by the other Founder, which individual must have relevant industry experience and such surviving Founder shall consult with the Blackstone Designees prior to choosing such Designee; provided, further, in the event both Founder Groups are entitled to each designate one Designee but both Founders are unable to serve on the Board due to death or disability, each such Designee shall be chosen by their respective Founder Groups, which individual must have industry experience and be reasonably acceptable to the Blackstone Designees (such approval shall not be unreasonably withheld, conditioned or delayed). (cii) Each Subject to Section 2.1(b)(i)(A), if at any time a Founder Group fails to meet the Founder Group Minimum Ownership Condition, then such Founder Group’s right to designate, nominate and replace any member of ▇▇. ▇▇▇▇▇ the Board (other than a Joint Founder Designee, if applicable) shall terminate and the Stockholders shall vote all Restricted Securities Beneficially Owned by him or it, as the case may be, reduce to causezero (0) directors, and such Founder Group agrees to promptly thereafter cause its Designee director to tender his or her immediate resignation from the parties hereto each shall otherwise use its best efforts to cause, there to be (i) four ▇▇▇▇▇ Directors for so long as ▇▇. ▇▇▇▇▇ Beneficially Owns at least 25% of the outstanding shares of Common Stock (on a Fully Diluted Basis), (ii) three ▇▇▇▇▇ Directors for so long as ▇▇. ▇▇▇▇▇ Beneficially Owns at least 20% but less than 25% of the outstanding shares of Common Stock (on a Fully Diluted Basis), Board. (iii) two ▇▇▇▇▇ Directors for so long In the event that a vacancy is created on the Board at any time by the death, disability, retirement, resignation or removal of any Designee director, only the Founder Group or Stockholder that designated such deceased, disabled, retired, resigning or removed Designee may designate another individual (the “Replacement Nominee”) to fill such vacancy and serve as ▇▇. ▇▇▇▇▇ Beneficially Owns at least 15% but less than 20% a director on the Board and each Stockholder agrees that it shall vote, or execute a written consent in lieu thereof with respect to all of the outstanding shares Securities beneficially owned or held of Common Stock (on a Fully Diluted Basis)record by it or cause all of the Securities beneficially owned by it to be voted, or cause a written consent in lieu thereof to be executed to elect such Replacement Nominee to the Board. (iv) one ▇▇▇▇▇ Director for so long as ▇▇. ▇▇▇▇▇ Beneficially Owns at least 5% but less than 15% Directors are subject to removal pursuant to the applicable provisions of the outstanding shares Certificate of Common Stock (on a Fully Diluted Basis). (d) ▇▇. ▇▇▇▇▇ shall cause holders Incorporation of Class A Common Stock to exercise their rights to elect Class A Directors in order to effectuate, to the extent necessary, the provisions contained in this Section 2.01Company; provided, however, notwithstanding anything contained in this Section 2.01 to the contrary, for so as long as any shares this Agreement remains in effect, (x) the Blackstone Designees may only be removed with the consent of Class A Common Stock are outstanding the Sponsor, (y) each Founder Designee may only be removed with the consent of the applicable Founder Group that designated such Founder Designee and entitled to elect Class A Directors(z) the Joint Founder Designee may only be removed with the consent of both Founder Groups, holders of shares of Class A Common Stock shall have the sole right to elect Class A Directorsin each case delivered in accordance with Section 7.13 hereof.

Board Representation. (a) In accordance with Each Executive Stockholder and Carlyle Stockholder shall vote all of the Certificate Voting Shares over which such Executive Stockholder or such Carlyle Stockholder has voting control and shall take all other necessary or desirable actions within such Executive Stockholder’s or such Carlyle Stockholder’s control (whether in such Executive Stockholder’s or such Carlyle Stockholder’s capacity as a stockholder, director, member of Designation a Board committee or officer of the Company or otherwise, and subject to the rights including, without limitation, attendance at meetings in person or by proxy for purposes of holders obtaining a quorum, execution of written consents in lieu of meetings, and approval of amendments and/or restatements of the Company's serial preferred stock’s certificate of incorporation or by-laws) so that (i) the authorized number of directors (the “Directors”) on the Board shall be at least six and no greater than twelve and (ii) the Directors shall be persons nominated or designated in accordance with this Section 1. (a) Three Directors, as who may be full-time employees of the date hereof Carlyle Stockholders or any of their respective Affiliates (other than the Company and its subsidiaries), shall be designated for nomination by the Carlyle Stockholders; provided that (A) the number of Directors designated by the Carlyle Stockholders shall be reduced to no fewer than two Directors at such time as the Carlyle Stockholders in the aggregate hold less than twenty-five percent (25%) but at least fifteen percent (15%) of the outstanding shares of Company Common Stock, (B) the number of Directors designated by the Carlyle Stockholders shall be reduced to no fewer than one Director at such time as the Carlyle Stockholders in the aggregate hold less than fifteen percent (15%) but at least five percent (5%) of the outstanding shares of Company Common Stock and (C) the Carlyle Stockholders shall have no right to designate any Director pursuant to this Section 1(b) at such time as the Carlyle Stockholders in the aggregate hold less than five percent (5%) of the outstanding shares of Company Common Stock. The Carlyle Stockholders may, in their sole discretion, choose on any occasion to designate fewer Directors for nomination, and the Board may, in its sole discretion, choose on any occasion to nominate a greater number of Directors, in each case than are provided to be designated by the Carlyle Stockholders pursuant to the preceding sentence. The two Directors currently serving on the Board who were previously designated for nomination for election by the Chief Executive Officer of the Company shall continue to be designated for nomination to the Board until each Director’s resignation, discharge, death or retirement; provided, however, that at all times, no fewer than one Director, who shall be the Chief Executive Officer of the Company, shall be designated for nomination (in either case, the individuals designated pursuant to this sentence shall be referred to as the “Executive Directors”). Any Directors (other than the Chief Executive Officer of the Company) designated pursuant to the immediately preceding sentence, and any Directors designated by the Carlyle Stockholders who are not full-time employees of the Carlyle Stockholders or any of their respective Affiliates (other than the Company and its subsidiaries) and were designated after consultation with the Chief Executive Officer of the Company are hereinafter sometimes referred to as the “Unaffiliated Directors.” The Company will not decrease below six or increase above twelve the number of Directors on the Board without the mutual consent of the Company and the Carlyle Stockholders (so long as the Carlyle Stockholders shall be entitled to nominate hold in the aggregate at least one Director pursuant to Section 2.01(bfive percent (5%) of the outstanding shares of Company Common Stock), the Board shall consist of 11 members, initially consisting of (i) four Stockholder Directors, (ii) four ▇▇▇▇▇ Directors and (iii) three Independent Common Stock Directors recommended by the Nominating Committee and approved by the Board. (b) Each of ▇▇. ▇▇▇▇▇ and The Company shall cause the Stockholders individuals designated in accordance with Section 1(b) to be nominated for election to the Board, shall vote all Restricted Securities Beneficially Owned by him or it, as the case may be, to causesolicit proxies in favor thereof, and at each meeting of the parties hereto each shall otherwise use its best efforts to cause, there stockholders of the Company at which directors of the Company are to be (i) four Stockholder Directors for so long as elected, shall recommend that the Stockholders Beneficially Own at least 25% stockholders of the outstanding shares of Common Stock (on a Fully Diluted Basis), (ii) three Stockholder Directors Company elect to the Board each such individual nominated for so long as the Stockholders Beneficially Own election at least 20% but less than 25% of the outstanding shares of Common Stock (on a Fully Diluted Basis), (iii) two Stockholder Directors for so long as the Stockholders Beneficially Own at least 15% but less than 20% of the outstanding shares of Common Stock (on a Fully Diluted Basis), or (iv) one Stockholder Director for so long as the Stockholders Beneficially Own at least 5% but less than 15% of the outstanding shares of Common Stock (on a Fully Diluted Basis)such meeting. (c) Each Except as would be contrary to any applicable law, rule or regulation (including any rule or regulation of ▇▇. ▇▇▇▇▇ and any exchange upon which securities of the Stockholders shall vote all Restricted Securities Beneficially Owned by him Company or itany of its subsidiaries may be listed), as each committee of the case may be, to causeBoard, and each committee of the parties hereto board of directors of Buyer, BAH and, unless otherwise determined by the Board, each other subsidiary of the Company, shall otherwise use its best efforts to cause, there to be (i) four ▇▇▇▇▇ Directors for so long as ▇▇. ▇▇▇▇▇ Beneficially Owns include at least 25% one Executive Director; provided, however that following an IPO no Executive Director shall serve on any audit or compensation committee of any of the outstanding shares of Common Stock (on a Fully Diluted Basis), (ii) three ▇▇▇▇▇ Directors for so long as ▇▇. ▇▇▇▇▇ Beneficially Owns at least 20% but less than 25% of the outstanding shares of Common Stock (on a Fully Diluted Basis), (iii) two ▇▇▇▇▇ Directors for so long as ▇▇. ▇▇▇▇▇ Beneficially Owns at least 15% but less than 20% of the outstanding shares of Common Stock (on a Fully Diluted Basis), or (iv) one ▇▇▇▇▇ Director for so long as ▇▇. ▇▇▇▇▇ Beneficially Owns at least 5% but less than 15% of the outstanding shares of Common Stock (on a Fully Diluted Basis)foregoing. (d) ▇▇. ▇▇▇▇▇ Subject to the provisions of the Company’s certificate of incorporation, a Director may be removed from the Board upon the request of the Person or group of Persons that designated such Director, and not otherwise; provided that nothing in this Agreement shall cause holders be construed to impair any rights that the Stockholders of Class A Common Stock the Company may have to exercise their rights remove any Director for cause; provided, further, that any Executive Director shall be removed automatically from the Board upon such Executive Director’s Termination of Service, unless otherwise agreed to elect Class A by the Company and the Carlyle Stockholders. (e) In the event that any Director for any reason ceases to serve as a member of the Board during his term of office, the Person or group of Persons who designated such Director shall have the right to designate for appointment by the remaining Directors in order of the Company an individual to effectuatefill the vacant directorship, provided that, to the extent necessarythe Director to be replaced pursuant to this Section 1(f) was originally designated by the Carlyle Stockholders, the provisions contained designation for appointment of such individual shall require the prior consent of the Company. Each of the Company, the Carlyle Stockholders and the Executive Stockholders agrees to take such actions as will result in this Section 2.01; provided, however, notwithstanding anything contained in this Section 2.01 to the contrary, for appointment as soon as practicable of any individual so long as any shares designated by each such Person or group of Class A Common Stock are outstanding and entitled to elect Class A Directors, holders of shares of Class A Common Stock shall have the sole right to elect Class A DirectorsPersons.

Board Representation. (a) In accordance with On the Certificate of Designation and Closing Date, subject to the rights of holders of the Company's serial preferred stock, as of the date hereof and for so long as the Stockholders shall be entitled to nominate at least one Director pursuant to Section 2.01(b), the Board shall consist of 11 members, initially consisting receipt of (i) four Stockholder Directorsany required approval or non-objection of the FDIC, the PDB, the FRB or other Governmental Entity and (ii) four ▇▇▇▇▇ written confirmation from the FDIC that Seller’s appointment of an individual to the Board of Directors and of Buyer or any of its Subsidiaries would not preclude or restrict Customers Bank or Acacia FSB from bidding on any failed depository institution, Buyer will appoint one individual (iiithe “Seller Nominee”) three Independent Common Stock Directors recommended designated by the Nominating Committee Sellers (who may be affiliated with Sellers) and approved by Buyer, which approval will not be unreasonably withheld, conditioned or delayed, to serve as (x) a member of the BoardBoard of Directors of Buyer, Customers Bank and Acacia FSB and (y) at the option of such Seller Nominee, a member of each of the respective committees of the Boards of Directors of Buyer, Customers Bank and Acacia FSB for which the Seller Nominee qualifies (each such committee, a “Board Committee”) (provided, that in the case of any such Board Committee, the Seller Nominee would not constitute more than 25% of the members of such Board Committee). The Seller Nominee may only be subject to removal from the Board Committees and replaced on such Board Committees by another nominee if the Sellers elect, in their sole discretion, to remove and replace the Seller Nominee from the Board Committees for and of which the Seller Nominee qualifies and has elected to be a member, subject to approval of any replacement by Buyer, which approval will not be unreasonably withheld, conditioned or delayed. (b) Each of ▇▇. ▇▇▇▇▇ The Seller Nominee shall be entitled to (a) directors and the Stockholders shall vote all Restricted Securities Beneficially Owned by him or it, as the case may be, to cause, and the parties hereto each shall otherwise use its best efforts to cause, there to be (i) four Stockholder Directors for so long as the Stockholders Beneficially Own at least 25% of the outstanding shares of Common Stock (on a Fully Diluted Basis)officers insurance coverage, (iib) three Stockholder Directors for so long as the Stockholders Beneficially Own at least 20% but less than 25% of the outstanding shares of Common Stock (on a Fully Diluted Basis)indemnification from Buyer, (iiic) two Stockholder Directors for so long as the Stockholders Beneficially Own at least 15% but less than 20% fees and (d) any other rights and benefits, in each case in amounts and scope of the outstanding shares of Common Stock (on a Fully Diluted Basis), or (iv) one Stockholder Director for so long as the Stockholders Beneficially Own at least 5% but less than 15% of the outstanding shares of Common Stock (on a Fully Diluted Basis)coverage comparable to those provided to other outside directors. (c) Each of ▇▇. ▇▇▇▇▇ and the Stockholders shall vote all Restricted Securities Beneficially Owned by him or it, as the case may be, to cause, and the parties hereto each shall otherwise use its best efforts to cause, there to be (i) four ▇▇▇▇▇ Directors for For so long as ▇▇. ▇▇▇▇▇ Beneficially Owns Sellers maintain an Ownership Interest of at least 25% 9.9%, the Board of Directors of Buyer, Customers Bank and Acacia FSB will nominate an individual designated by Sellers and approved by Buyer, which approval will not be unreasonably withheld, conditioned or delayed, for election to the Board of Directors of Buyer, Customers Bank and Acacia FSB, and Buyer will do, and will cause Customers Bank and Acacia FSB to do, all other lawful things in their power to cause that person to be elected to its respective Board of Directors. Upon such election, the Seller Nominee shall be appointed to serve as a member of the outstanding shares respective Board Committees for and of Common Stock (on which the Seller Nominee qualifies and has elected to be a Fully Diluted Basis)member, (ii) three ▇▇▇▇▇ Directors for so long as ▇▇. ▇▇▇▇▇ Beneficially Owns at least 20% but less than 25% and Buyer will do, and will cause Customers Bank and Acacia FSB to do, all other lawful things in their power to cause that person to be elected to each of the outstanding shares Board Committees to which the Seller Nominee has been appointed, including without limitation, increasing the number of Common Stock (members on a Fully Diluted Basis), (iii) two ▇▇▇▇▇ Directors for so long as ▇▇. ▇▇▇▇▇ Beneficially Owns at least 15% but less than 20% each of the outstanding shares of Common Stock (on Board Committees to four or more members. If a Fully Diluted Basis)Seller Nominee ceases to serve as a director for any reason, or (iv) one ▇▇▇▇▇ Director for so long Buyer shall cause the vacancy created thereby to be filled by an individual designated by Sellers as ▇▇. ▇▇▇▇▇ Beneficially Owns at least 5% but less than 15% soon as reasonably practicable, subject to Buyer’s reasonable approval of the outstanding shares qualifications of Common Stock such designated individual and to any required regulatory approval or non-objection. If an individual designated by Sellers and nominated by Buyer is not elected to the Board of Directors of Buyer, Buyer shall immediately increase the size of its Board of Directors and appoint to its Board of Directors an individual designated by Sellers, subject to Buyer’s reasonable approval of the qualifications of such designated individual and to any required regulatory approval or non-objection (on a Fully Diluted Basissuch individual to be different from the individual who was not elected by the stockholders of Buyer). (d) ▇▇. ▇▇▇▇▇ In the event Sellers fail to maintain an Ownership Interest of at least 9.9%, Sellers agree to cause the Seller Nominee to resign from the Board of Directors of Buyer, Customers Bank and Acacia FSB if requested by Buyer, Customers Bank and Acacia FSB, as applicable; provided that the Seller Nominee shall cause holders be entitled to serve until the date of Class A Common Stock the next annual meeting of the stockholders of Buyer, Customers Bank and Acacia FSB following such request. (e) In lieu of designating a nominee to exercise their rights to elect Class A Directors in order to effectuate, election to the extent necessaryBoard of Directors of Buyer, Customers Bank or Acacia FSB or if, at the Closing Date, Buyer has not received any required approval or non-objection of the FDIC, the provisions contained in this Section 2.01; providedPDB, however, notwithstanding anything contained in this Section 2.01 the FRB or other Governmental Entity with respect to the contraryappointment of the Seller Nominee to the Board of Directors of Buyer or the written confirmation referred to in clause (ii) of paragraph (a) of this Section, Sellers shall be entitled to designate an advisory member to the Boards of Directors of Buyer, Customers Bank and Acacia FSB and each of the respective Board Committees of Buyer, Customers Bank and Acacia FSB for so long which the Seller Nominee qualifies (the “Advisory Member”) to be appointed by resolution of a majority of the Board of Directors of Buyer, Customers Bank and Acacia FSB. The Advisory Member shall be without voting power or power of final decision in matters concerning the business of Buyer, Customers Bank and Acacia FSB. The Advisory Member shall not be counted to determine the number of directors of Buyer, Customers Bank or Acacia FSB or the presence of a quorum for any action by the Board of Directors, and shall not be required to own qualifying shares. The Advisory Member shall be permitted to attend all meetings of the Board of Directors and Board Committees of Buyer, Customers Bank and Acacia FSB, and Buyer, Customers Bank and Acacia FSB shall provide the Advisory Member, at the same time and in the same manner as provided to the directors, notice of such meetings and copies of all minutes, consents and other materials, financial and otherwise, which Buyer, Customers Bank or Acacia FSB provides its directors. An Advisory Member shall serve until such date that the Seller Nominee selected by the Sellers is appointed to the Board of Directors of Buyer, Customers Bank and Acacia FSB, until Sellers elect to have such Advisory Member become a full member of the Board of Directors of Buyer, Customers Bank or Acacia FSB, or until such time as the Seller Nominee was required to resign from the Board of Directors pursuant to Section 5.9(d). (f) Sellers agree that the election of an additional director to the Board of Directors of Buyer pursuant to the terms of the Customers Preferred Stock at any time when Sellers hold a majority of the outstanding shares of Class A Common Stock are outstanding and entitled to elect Class A Directors, holders of shares of Class A Common Customers Preferred Stock shall have be subject to the sole right written confirmation from the FDIC that such election of an individual to elect Class A Directorsthe Board of Directors of Buyer would not preclude or restrict Customers Bank or Acacia FSB from bidding on any failed depository institution.

Board Representation. (a) In accordance with Until the Certificate earlier to occur of Designation and subject the tenth anniversary of the purchase of shares of Senior Preferred Stock pursuant to the rights of holders Preferred Stock Purchase Agreement and the date on which the Apollo/Blackstone Shareholders own, collectively, less than 20% of the Company's serial preferred stockApollo/Blackstone Shares (the "Shareholder Designee Period"), as the Board of Directors shall consist of no more than thirteen (13) directors during the date hereof and for Shareholder Designee Period. For so long as the Stockholders Apollo/Blackstone Shareholders are entitled to at least two Shareholder Designees under this Agreement, the Apollo/Blackstone Shareholders shall be entitled to nominate at least have one Director Shareholder Designee serve on each committee of the Board of Directors other than any committee formed for the purpose of considering matters relating to the Shareholders and as set forth below with respect to the Nominating Committee and other than such committees on which membership of a Shareholder Designee is prohibited by applicable law or by the rules of the New York Stock Exchange. (b) Immediately following the purchase of shares of Senior Preferred Stock pursuant to Section 2.01(b)the Preferred Stock Purchase Agreement, the Company will cause David Blitzer to be elected or appointed to the Board shall consist of 11 members, initially consisting of (i) four Stockholder Directors, (ii) four . ▇▇ ▇▇▇ ▇▇▇▇▇ during the Shareholder Designee Period, the Company agrees, subject to Section 3.1(d), to support the nomination of, and the Company's Nominating Committee (as defined herein) shall recommend to the Board of Directors the inclusion in the slate of nominees recommended by the Board of Directors to shareholders for election as directors at each annual meeting of shareholders of the Company: (i) no more than two persons who are executive officers of the Company ("Management Directors"), (ii) (A) five Shareholder Designees, so long as the Apollo/Blackstone Shareholders beneficially own 80% or more of the Apollo/Blackstone Shares, (B) four Shareholder Designees, so long as the Apollo/Blackstone Shareholders beneficially own 60% or more but less than 80% of the Apollo/Blackstone Shares, (C) three Shareholder Designees, so long as the Apollo/Blackstone Shareholders beneficially own 40% or more but less than 60% of the Apollo/Blackstone Shares, (D) two Shareholder Designees, so long as the Apollo/Blackstone Shareholders beneficially own 20% or more but less than 40% of the Apollo/Blackstone Shares, and (E) one Shareholder Designee, so long as the Apollo/Blackstone Shareholders beneficially own 10% or more but less than 20% of the Apollo/Blackstone Shares (each a "Beneficial Ownership Threshold"); provided, however, that if at any time as a result of the Company's issuance of Voting Securities the Shareholders beneficially own 9% or less of the Actual Voting Power (the "Actual Voting Power Threshold"), the Apollo/Blackstone Shareholders shall be entitled to no more than three Shareholder Designees (even if the Apollo/Blackstone Shareholders would otherwise be entitled to a greater number of Shareholder Designees pursuant to clauses (A) through (E) above), and (iii) three Independent Common Stock Directors such other persons, each of whom is (A) recommended by the Nominating Committee and approved (B) not an employee or officer of or outside counsel to the Company or a partner, employee, director, officer, affiliate or associate (as defined in Rule 12b-2 under the Exchange Act) of any Shareholder or any affiliate of a Shareholder or as to which the Shareholders or their affiliates own at least ten percent of the voting equity securities ("Unaffiliated Directors"). If any vacancy (whether by death, retirement, disqualification, removal from office or other cause, or by increase in number of directors) occurs prior to a meeting of the Company's stockholders, the Board (i) may appoint a member of management to fill a vacancy caused by a Management Director ceasing to serve as a director, (ii) shall appoint, subject to Section 3.1(d), a person designated by the Board. Apollo/Blackstone Shareholders to fill a vacancy created by a Shareholder Designee ceasing to serve as a director (bexcept as a result of the reduction of the number of Shareholder Designees entitled to be included on the Board of Directors by reason of a decrease in the Apollo/Blackstone Shareholders' beneficial ownership of Apollo/Blackstone Shares below any Beneficial Ownership Threshold or by reasons of a decrease in the Shareholders' beneficial ownership of Voting Securities below the Actual Voting Power Threshold), and (iii) Each may appoint a person who qualifies as an Unaffiliated Director and is recommended by the Nominating Committee pursuant to the procedures set forth in the following paragraph to fill a vacancy created by an Unaffiliated Director ceasing to serve as a director (provided, however, that in the case of ▇▇. ▇▇▇▇▇ a vacancy relating to an Unaffiliated Director, if a majority of the Nominating Committee is unable to recommend a replacement, then the Board seat with respect to this vacancy shall remain vacant), and the Stockholders each such person shall vote all Restricted Securities Beneficially Owned by him be a Management Designee, Shareholder Designee or itUnaffiliated Director, as the case may be, for purposes of this Agreement. At all times during the Shareholder Designee Period, Unaffiliated Directors shall be designated exclusively by a majority of a nominating committee (the "Nominating Committee"), which shall at all times during the Shareholder Designee Period consist of not more than four persons, two of whom shall be Shareholder Designees (or such lesser number of Shareholder Designees as then serves on the Board of Directors) and two of whom shall be either Management Directors or Unaffiliated Directors. If the Nominating Committee is unable to causerecommend one or more persons to serve as Unaffiliated Directors (except with respect to any vacancy created by an Unaffiliated Director ceasing to serve as such), then the Board of Directors shall nominate and recommend for election by stockholders an Unaffiliated Director then serving on the parties hereto each shall otherwise use its best efforts to causeBoard of Directors. Notwithstanding the foregoing, there to be (i) four Stockholder Directors for so long as if the Stockholders Beneficially Own at least 25Apollo/Blackstone Shareholders beneficially own less than 50% of the outstanding shares Apollo/Blackstone Shares, the Nominating Committee shall be comprised of Common Stock (on individuals only one of whom is a Fully Diluted Basis)Shareholder Designee. The foregoing provisions shall be effected pursuant to an amendment to the Company's Bylaws in a form reasonably acceptable to the parties to this Agreement, (iiwhich shall not be further amended by the Board of Directors during the Shareholder Designee Period. Notwithstanding the foregoing, the Company shall have no obligation to support the nomination, recommendation or election of any Shareholder Designee pursuant to this Section 3.1(b) three Stockholder Directors for so long as or any other obligation under this Section 3.1 if the Stockholders Beneficially Own at least 20% but less than 25% Apollo/Blackstone Shareholders are in breach of the outstanding shares any material provision of Common Stock (on a Fully Diluted Basis), (iii) two Stockholder Directors for so long as the Stockholders Beneficially Own at least 15% but less than 20% of the outstanding shares of Common Stock (on a Fully Diluted Basis), or (iv) one Stockholder Director for so long as the Stockholders Beneficially Own at least 5% but less than 15% of the outstanding shares of Common Stock (on a Fully Diluted Basis)this Agreement. (c) Each Upon any decrease in Apollo/Blackstone Shareholders' beneficial ownership of ▇▇Apollo/Blackstone Shares below any Beneficial Ownership Threshold or any decrease in the Shareholders beneficial ownership of Voting Securities below the Actual Voting Power Threshold, the Apollo/Blackstone Shareholders shall cause a number of Shareholder Designees to offer to immediately resign from the Company's Board of Directors such that the number of Shareholder Designees serving on the Board of Directors immediately thereafter will be equal to the number of Shareholder Designees which the Apollo/Blackstone Shareholders would then be entitled to designate under Section 3.1(b). ▇▇▇▇▇ Upon termination of the Shareholder Designee Period, the Apollo/Blackstone Shareholders shall promptly cause all of the Shareholder Designees to offer to resign immediately from the Board of Directors and any committees thereof and the Stockholders Company's obligations under this Section 3.1 shall vote all Restricted Securities Beneficially Owned by him or it, as the case may be, to cause, and the parties hereto each shall otherwise use its best efforts to cause, there to be (i) four ▇▇▇▇▇ Directors for so long as ▇▇. ▇▇▇▇▇ Beneficially Owns at least 25% of the outstanding shares of Common Stock (on a Fully Diluted Basis), (ii) three ▇▇▇▇▇ Directors for so long as ▇▇. ▇▇▇▇▇ Beneficially Owns at least 20% but less than 25% of the outstanding shares of Common Stock (on a Fully Diluted Basis), (iii) two ▇▇▇▇▇ Directors for so long as ▇▇. ▇▇▇▇▇ Beneficially Owns at least 15% but less than 20% of the outstanding shares of Common Stock (on a Fully Diluted Basis), or (iv) one ▇▇▇▇▇ Director for so long as ▇▇. ▇▇▇▇▇ Beneficially Owns at least 5% but less than 15% of the outstanding shares of Common Stock (on a Fully Diluted Basis)terminate. (d) ▇▇. ▇▇▇▇▇ Notwithstanding the provisions of this Section 3.1, the Apollo/Blackstone Shareholders shall cause holders of Class A Common Stock not be entitled to exercise their rights to elect Class A Directors in order to effectuate, designate any person to the extent necessaryCompany's Board of Directors (or any committee thereof) in the event that the Company receives a written opinion of its outside counsel that a Shareholder Designee would not be qualified under any applicable law, rule or regulation to serve as a director of the Company or if the Company objects to a Shareholder Designee because such Shareholder Designee has been involved in any of the events enumerated in Item 2(d) or (e) of Schedule 13D or such person is currently the target of an investigation by any governmental authority or agency relating to felonious criminal activity or is subject to any order, decree, or judgment of any court or agency prohibiting service as a director of any public company or providing investment or financial advisory services and, in any such event, the provisions contained in this Section 2.01; provided, however, notwithstanding anything contained in this Section 2.01 Apollo/Blackstone Shareholders shall withdraw the designation of such proposed Shareholder Designee and designate a replacement therefor (which replacement Shareholder Designee shall also be subject to the contrary, for so long as requirements of this Section). The Company shall use its reasonable best efforts to notify the Apollo/Blackstone Shareholders of any shares objection to a Shareholder Designee sufficiently in advance of Class A Common Stock the date on which proxy materials are outstanding and mailed by the Company in connection with such election of directors to enable the Apollo/Blackstone Shareholders to propose a replacement Shareholder Designee in accordance with the terms of this Agreement. (e) Each Shareholder Designee serving on the Board of Directors shall be entitled to elect Class A Directorsall compensation and stock incentives granted to directors who are not employees of the Company on the same terms provided to, holders of shares of Class A Common Stock shall have and subject to the sole right to elect Class A Directorssame limitations applicable to, such directors.

Board Representation. (a) In accordance with the Certificate of Designation and subject to the rights of holders of the Company's serial preferred stock, as of the date hereof and for so long as the Stockholders The Company shall be entitled to nominate at least one Director pursuant to Section 2.01(b), the Board shall consist of 11 members, initially consisting of (i) four Stockholder Directors, (ii) four ▇▇▇▇▇ Directors and (iii) three Independent Common Stock Directors recommended by the Nominating Committee and approved by the Board. (b) Each of ▇▇. ▇▇▇▇▇ and the Stockholders shall vote all Restricted Securities Beneficially Owned by him or it, as the case may be, to cause, and the parties hereto each shall otherwise use its best efforts to cause, there limit the number of persons constituting the Board of Directors to be (i) four Stockholder Directors for so nine. So long as each of Centocor Delaware, Inc., the Stockholders Beneficially Own at least 25% of the outstanding shares of Common Stock Chancellor Investors (on a Fully Diluted Basis), (iias hereinafter defined) three Stockholder Directors for so long as the Stockholders Beneficially Own and DSV Partners shall own at least 20% but less than 25% of the issued and outstanding shares of Common Stock (on a Fully Diluted Basis), (iii) two Stockholder Directors for so long as the Stockholders Beneficially Own at least 15% but less than 20% of the outstanding shares of Company, assuming conversion into Common Stock (on a Fully Diluted Basis), or (iv) one Stockholder Director for so long as the Stockholders Beneficially Own at least 5% but less than 15% of all convertible securities of the outstanding shares of Common Stock (on a Fully Diluted Basis). (c) Each of ▇▇. ▇▇▇▇▇ and the Stockholders shall vote all Restricted Securities Beneficially Owned by him or itCompany, as the case may be, to cause, and the parties hereto then each shall otherwise use its best efforts to cause, there to be (i) four ▇▇▇▇▇ Directors for so long as ▇▇. ▇▇▇▇▇ Beneficially Owns at least 25% of the outstanding shares of Common Stock (on a Fully Diluted Basis), (ii) three ▇▇▇▇▇ Directors for so long as ▇▇. ▇▇▇▇▇ Beneficially Owns at least 20% but less than 25% of the outstanding shares of Common Stock (on a Fully Diluted Basis), (iii) two ▇▇▇▇▇ Directors for so long as ▇▇. ▇▇▇▇▇ Beneficially Owns at least 15% but less than 20% of the outstanding shares of Common Stock (on a Fully Diluted Basis), or (iv) one ▇▇▇▇▇ Director for so long as ▇▇. ▇▇▇▇▇ Beneficially Owns at least 5% but less than 15% of the outstanding shares of Common Stock (on a Fully Diluted Basis). (d) ▇▇. ▇▇▇▇▇ shall cause holders of Class A Common Stock to exercise their rights to elect Class A Directors in order to effectuate, to the extent necessary, the provisions contained in this Section 2.01; provided, however, notwithstanding anything contained in this Section 2.01 to the contrary, for so long as any shares of Class A Common Stock are outstanding and entitled to elect Class A Directors, holders of shares of Class A Common Stock shall have the sole right to elect Class A nominate one person for election to the Company's Board of Directors." 19. The first sentence of Paragraph 6(s) is hereby deleted in its entirety. 20. The fifteenth through seventeenth lines of Paragraph 6(s) are hereby amended to read as follows: "insurance and such other insurance as may be required by law." 21. The ninth line of Paragraph 7(a) of the Agreement is hereby amended to read as follows: "holders of Securities and Series B Securities, and thereupon (except as expressly..." 22. The fifteenth line of Paragraph 7(a) of the Agreement is hereby amended to read as follows: "and (y) all other shares of Registerable Common Stock and Series B Registerable Common Stock the holders..." 23. The seventh line of Section 7(a)(i) is hereby amended to read as follows: "pursuant to this paragraph 7(a) or Section 7.1 of the Series B Agreement (except that, upon request..." 24. The eighth through twelfth lines of Paragraph 7(a)(ii) are hereby amended to read as follows: "Securities and Series B Securities. In that event, the other holders of Securities and Series B Securities shall have the right to include their shares of Registerable Common Stock and Series B Registerable Common Stock in the underwriting (unless otherwise mutually agreed by a majority in interest of the holders of the Securities and the Series B Securities). The managing underwriter for such offering..." 25. The second line of Paragraph 7(a)(iii) is hereby amended to read as follows: "not permit third parties other than holders of Series B Securities to include additional securities in..." 26. The third line of Paragraph 7(a)(iii) is hereby amended to read as follows: 27. Paragraph 7(a)(iv) is hereby amended to read as follows:

Board Representation. (a) In accordance with the Certificate of Designation and subject to the rights of holders of the Company's serial preferred stock, as of the date hereof and for For so long as the Stockholders shall be entitled to nominate ABS Control Group collectively has beneficial ownership of less than 50% but at least one Director pursuant 35% of the aggregate number of Company Shares then outstanding, Investor Holdco shall have the right to Section 2.01(b), designate to the Board shall consist of 11 members, initially consisting Directors a number of individuals who satisfy the Director Requirements equal to one director fewer than 50% of the size of the Board of Directors at any time (i) four Stockholder Directors, (ii) four ▇▇▇▇▇ Directors and (iii) three Independent Common Stock Directors recommended by rounded up to the Nominating Committee and approved by the Boardnext whole number). (b) Each of ▇▇. ▇▇▇▇▇ and the Stockholders shall vote all Restricted Securities Beneficially Owned by him or it, as the case may be, to cause, and the parties hereto each shall otherwise use its best efforts to cause, there to be (i) four Stockholder Directors for For so long as the Stockholders Beneficially Own any Holder has beneficial ownership of less than 35% but at least 20% of the aggregate number of Company Shares then outstanding, such Holder shall have the right to designate to the Board of Directors a number of individuals who satisfy the Director Requirements equal to the greater of (A) three or (B) 25% of the outstanding shares of Common Stock (on a Fully Diluted Basis), (ii) three Stockholder Directors for so long as the Stockholders Beneficially Own at least 20% but less than 25% size of the outstanding shares Board of Common Stock Directors at any time (on a Fully Diluted Basis), (iii) two Stockholder Directors for so long as rounded up to the Stockholders Beneficially Own at least 15% but less than 20% of the outstanding shares of Common Stock (on a Fully Diluted Basis), or (iv) one Stockholder Director for so long as the Stockholders Beneficially Own at least 5% but less than 15% of the outstanding shares of Common Stock (on a Fully Diluted Basisnext whole number). (c) Each of ▇▇. ▇▇▇▇▇ and the Stockholders shall vote all Restricted Securities Beneficially Owned by him or it, as the case may be, to cause, and the parties hereto each shall otherwise use its best efforts to cause, there to be (i) four ▇▇▇▇▇ Directors for For so long as ▇▇. ▇▇▇▇▇ Beneficially Owns at least 25% any Holder has beneficial ownership of the outstanding shares of Common Stock (on a Fully Diluted Basis), (ii) three ▇▇▇▇▇ Directors for so long as ▇▇. ▇▇▇▇▇ Beneficially Owns at least less than 20% but less than 25% of the outstanding shares of Common Stock (on a Fully Diluted Basis), (iii) two ▇▇▇▇▇ Directors for so long as ▇▇. ▇▇▇▇▇ Beneficially Owns at least 15% but less than 20% of the outstanding shares aggregate number of Common Stock Company Shares then outstanding, such Holder shall have the right to designate to the Board of Directors a number of individuals who satisfy the Director Requirements equal to the greater of (on a Fully Diluted Basis), A) two or (ivB) one ▇▇▇▇▇ Director for so long as ▇▇. ▇▇▇▇▇ Beneficially Owns at least 5% but less than 15% of the outstanding shares size of Common Stock the Board of Directors at any time (on a Fully Diluted Basisrounded up to the next whole number). (d) ▇▇For so long as any Holder has beneficial ownership of less than 15% but at least 10% of the aggregate number of Company Shares then outstanding, such Holder shall have the right to designate to the Board of Directors one individual who satisfies the Director Requirements. (e) For so long as a Holder is entitled to designate any individuals to the Board of Directors pursuant to this Section 2.01, the Company shall take all action reasonably available to it to cause such individual(s) (or any replacement designated by such Holder) to be included in the slate of nominees recommended by the Board of Directors to the Company’s stockholders for election as directors at each annual meeting of the stockholders of the Company (and/or in connection with any election by written consent) and the Company shall use the same efforts to cause the election of such nominee(s) as it uses to cause other nominees recommended by the Board of Directors to be elected, including soliciting proxies in favor of the election of such nominee(s). (f) Until immediately prior to the time at which the ABS Control Group ceases to collectively have beneficial ownership of at least 50% of the aggregate number of Company Shares then outstanding, the ABS Control Group shall vote its Company Shares to set the size of the Board of Directors at 13 individuals. ▇▇▇▇▇ For so long as the ABS Control Group collectively has beneficial ownership of less than 50% but at least 35% of the aggregate number of Company Shares then outstanding, Investor Holdco shall, unless otherwise determined by the management board of Investor Holdco in accordance with the operating agreement of Investor Holdco, cause its individuals designated to the Board of Directors to vote in favor of maintaining the size of the Board of Directors at 13 individuals. (g) In the event that a vacancy is created at any time by the death, disability, retirement, resignation or removal (with or without cause) of a director nominated or designated pursuant to this Section 2.01, or in the event of the failure of any such nominee to be elected, the Holder who nominated or designated such director shall have the right to designate a replacement who satisfies the Director Requirements to fill such vacancy. The Company shall take all action reasonably available to it to cause holders of Class A Common Stock such vacancy to exercise their rights to elect Class A Directors in order to effectuatebe filled by the replacement so designated, and, to the extent necessarypermitted under the Certificate of Incorporation and By-Laws of the Company then in effect, the provisions contained in this Section 2.01; provided, however, notwithstanding anything contained in this Section 2.01 Board of Directors shall promptly elect such designee to the contraryBoard of Directors. (h) For so long as a Sponsor indirectly beneficially owns at least 10% of the aggregate number of Company Shares then outstanding but does not have (pursuant to a designation made by Investor Holdco or otherwise) a representative of such Sponsor on the Board of Directors, such Sponsor shall have the right to designate an observer to the Board of Directors (each such observer, an “Observer”). A Sponsor shall have the right to designate a replacement for any Observer previously designated by such Sponsor at any time and from time to time for so long as such Sponsor has a right to designate an Observer. (i) An Observer may attend any shares meeting of Class A Common Stock are outstanding and entitled to elect Class A the Board of Directors, holders of shares of Class A Common Stock provided, that no Observer shall have the sole right to elect Class A vote or otherwise participate in the Board of Directors meeting in any way other than to observe any applicable meeting of the Board of Directors. Observers shall be provided advance notice of each meeting of the Board of Directors in the same manner and at the same time as the other members of the Board of Directors and shall be given copies of all documents, materials and other information as and when given to other members of the Board of Directors, provided that the Observer shall have executed a non-disclosure and confidentiality agreement and such other acknowledgments and agreements reasonably satisfactory to the Board of Directors. Notwithstanding the foregoing, the Observer shall be excluded from attending any meeting of the Board of Directors or receiving any materials to the extent necessary to preserve attorney-client privilege, to safeguard highly proprietary or classified information, in the case of any conflict of interest involving such Observer or as otherwise deemed necessary or advisable by the Board of Directors. The Board of Directors or any committee thereof shall have the right to exclude an Observer from any meeting or portion thereof in the sole discretion of a majority of the members in attendance at such meeting. Each Observer shall be a natural person. (j) Notwithstanding the foregoing provisions of this Section 2.01, ▇▇▇ ACI shall not have any right to designate individuals to the Board of Directors or as an Observer regardless of ▇▇▇ ACI’s beneficial ownership of Company Shares.

Board Representation. (a) In accordance with On the Certificate Closing Date of Designation the Secondary Financing, the Company will appoint three (3) individuals, designated in writing by the ▇▇▇▇▇▇▇▇▇ Funds, each of whom meets the qualifications to be a ▇▇▇▇▇▇▇▇▇ Nominee and subject one whom meets the qualifications to be a ▇▇▇▇▇▇▇▇▇ Independent Director Nominee, to become and serve as members of the respective Boards of Directors of the Company and each Bank Entity effective on the date as of which all approvals or clearances required to be received from the FRB or the DFI for appointments to the rights Board of holders Directors have been received until the Company’s next annual shareholders meeting and until a successor director to each such ▇▇▇▇▇▇▇▇▇ Nominee is elected and qualified; provided, however, that notwithstanding the foregoing, if 100% of the Purchased Shares are not Beneficially Owned by the Investor at the closing of the Secondary Financing, then the number of individuals the ▇▇▇▇▇▇▇▇▇ Funds shall be entitled to nominate to the respective Boards of Directors of the Company and each Bank Entity shall be determined pursuant to subparagraphs (i), (ii), (iii) and (iv) below. Effective upon the their appointment to the Boards of Directors, the three (3) ▇▇▇▇▇▇▇▇▇ Nominees referred to in this Section 5(a) will be eligible (but not required) to serve as a member of the respective committees of the Boards of Directors of the Company and each Bank Entity as determined by the Boards of Directors of the Company and each Bank Entity, provided that, each respective ▇▇▇▇▇▇▇▇▇ Nominee satisfies requirements in applicable law, rule or regulation with regard to service on such committee. Effective upon the closing of the Secondary Financing, the ▇▇▇▇▇▇▇▇▇ Independent Director Nominee, if he or she meets the requirements of Rule 10A 3 under the Exchange Act, will be eligible to serve as a member of the respective Audit Committee of the Board of Directors of the Company as determined by the Board of Directors of the Company's serial preferred stock. The respective Boards of Directors of the Company and each Bank Entity shall nominate such ▇▇▇▇▇▇▇▇▇ Nominees and the ▇▇▇▇▇▇▇▇▇ Independent Director Nominee, or any person designated by the ▇▇▇▇▇▇▇▇▇ Funds to serve in any Nominee’s place that meets the qualifications to be a ▇▇▇▇▇▇▇▇▇ Independent Director Nominee or ▇▇▇▇▇▇▇▇▇ Nominee, for election to the respective Boards of Directors of the Company and each Bank Entity for an additional one year term at each meeting of their respective shareholders at which directors are elected, until such time as the ▇▇▇▇▇▇▇▇▇ Funds Beneficially Owns a lesser percentage of Purchased Shares as follows (the “Purchased Shares Percentages”): (i) Subject in all cases to the limitations set forth in subparagraph (iv) below, if the ▇▇▇▇▇▇▇▇▇ Funds Beneficially Own (calculated without duplication) at least 78% of its Purchased Shares measured assuming that the Purchased Shares have been converted into shares of Company Common Stock, the ▇▇▇▇▇▇▇▇▇ Funds may designate three (3) ▇▇▇▇▇▇▇▇▇ Nominees, one (1) of whom meets the qualifications to be a ▇▇▇▇▇▇▇▇▇ Independent Director Nominee to become and serve as a member of the respective Boards of Directors of the Company and each Bank Entity; (ii) Subject in all cases to the limitations set forth in subparagraph (iv) below, if the ▇▇▇▇▇▇▇▇▇ Funds Beneficially Own (calculated without duplication) at least 50% but less than 78% of its Purchased Shares measured assuming that the Purchased Shares have been converted into shares of Company Common Stock, the ▇▇▇▇▇▇▇▇▇ Funds may designate two (2) ▇▇▇▇▇▇▇▇▇ Nominees, one (1) of whom meets the qualifications to be a ▇▇▇▇▇▇▇▇▇ Independent Director Nominee to become and serve as members of the respective Boards of Directors of the Company and each Bank Entity; (iii) Subject in all cases to the limitations set forth in subparagraph (iv) below, if ▇▇▇▇▇▇▇▇▇ Funds Beneficially Own (calculated without duplication) at least 25% but less than 50% of its Purchased Shares measured assuming that the Purchased Shares have been converted into shares of Company Common Stock, the ▇▇▇▇▇▇▇▇▇ Funds may designate one (1) ▇▇▇▇▇▇▇▇▇ Nominee to become and serve as a member of the respective Boards of Directors of the Company and each Bank Entity; and (iv) Notwithstanding anything to the contrary in this Section 5(a), in no event shall the ▇▇▇▇▇▇▇▇▇ Funds be entitled to designate a number of individuals to the respective Boards of Directors of the Company and each Bank Entity which exceeds the product of: (i) the ▇▇▇▇▇▇▇▇▇ Funds’ Ownership Percentage, and (ii) as applicable, the total number of directors on the respective Board of Directors of the Company or each Bank Entity, provided that if such product is not a whole number, it would be rounded up to the next whole number. (b) The Investor shall use its commercially reasonable best efforts as soon as reasonably practicable following the date hereof to identify to the Company the ▇▇▇▇▇▇▇▇▇ Independent Director Nominees and have the ▇▇▇▇▇▇▇▇▇ Independent Director Nominees complete, execute and submit the Company’s director questionnaire and provide any other information reasonably requested by the Company’s Board of Directors’ Nominating Committee so that the Nominating Committee can make a determination of whether the ▇▇▇▇▇▇▇▇▇ Independent Director Nominees meets the NASDAQ independence standard. The Company shall reasonably cooperate with the Investor in connection with the preparation of such information and shall cause the Nominating Committee to timely review the information concerning the ▇▇▇▇▇▇▇▇▇ Independent Director Nominees and make the determination whether (a) if the ▇▇▇▇▇▇▇▇▇ Nominees were presently being nominated to the Company Board of Directors that they would meet the NASDAQ independence definition and be deemed independent, and (b) the consummation of the Secondary Financing would not change their determination that the ▇▇▇▇▇▇▇▇▇ Independent Director Nominees meet the applicable standard and would be deemed independent if they were presently being nominated to the Company Board of Directors. (c) From and after the closing of the Secondary Financing and for so long as the Stockholders shall be entitled to nominate at least one Director pursuant to Section 2.01(b), aggregate Ownership Percentages of the Board shall consist of 11 members, initially consisting of (i) four Stockholder Directors, (ii) four ▇▇▇▇▇▇▇▇▇ Funds and its Affiliates (calculated without duplication) is at least equal to the Purchased Shares Percentages set forth above, (i) the Company’s and each Bank Entity’s Boards of Directors and (iii) three Independent Common Stock Directors recommended by will nominate the Nominating Committee and approved by the Board. (b) Each of ▇▇. ▇▇▇▇▇▇▇ Funds designee(s) (provided such person(s) meet(s) the qualifications to be a ▇▇▇▇▇▇▇▇▇ Independent Director Nominee or a ▇▇▇▇▇▇▇▇▇ Nominee, as applicable), for election, and shall recommend to the Stockholders Company’s and each Bank Entity’s shareholders that they vote to elect such designee, to the Company’s Board of Directors and shall vote elect or appoint such designees to each Bank Entity’s Board of Directors for an additional one year term at each shareholders meeting at which directors are elected, to the extent consistent with the Board’s fiduciary duties and subject to satisfaction of all Restricted Securities Beneficially Owned legal and governance requirements regarding service as a director and, if required, the reasonable approval of a board nominating committee (such approval not to be unreasonably withheld or delayed) and (ii) to the extent consistent with the fiduciary duties of the Company’s and each Bank Entity’s Boards of Directors, the Company and each Bank Entity shall each use its commercially reasonable efforts to have the ▇▇▇▇▇▇▇▇▇ Funds designees elected as a director by him the Company’s and each Bank Entity’s shareholders, including soliciting proxies and/or written consents for such ▇▇▇▇▇▇▇▇▇ Funds designee to the same extent as it does for any of management’s other nominees for election to the Board of Directors. (d) If a ▇▇▇▇▇▇▇▇▇ Independent Director Nominee or ita ▇▇▇▇▇▇▇▇▇ Nominee ceases to serve as a director of the Company and/or Bank, as the case may be, to causefor any reason, and the parties hereto each Company shall otherwise use its best efforts to cause, there cause the vacancy or vacancies created thereby to be (i) four Stockholder Directors for so long as the Stockholders Beneficially Own at least 25% filled by appointment of the outstanding shares of Common Stock (on a Fully Diluted Basis), (ii) three Stockholder Directors for so long as the Stockholders Beneficially Own at least 20% but less than 25% of the outstanding shares of Common Stock (on a Fully Diluted Basis), (iii) two Stockholder Directors for so long as the Stockholders Beneficially Own at least 15% but less than 20% of the outstanding shares of Common Stock (on a Fully Diluted Basis), or (iv) one Stockholder Director for so long as the Stockholders Beneficially Own at least 5% but less than 15% of the outstanding shares of Common Stock (on a Fully Diluted Basis). (c) Each of an individual designated in writing by ▇▇. ▇▇▇▇▇▇▇ Funds, subject to the Company’s Board of Directors’ reasonable approval of the qualifications of such designated individual. If a ▇▇▇▇▇▇▇▇▇ Independent Director Nominee or ▇▇▇▇▇▇▇▇▇ Nominee is nominated by the Company for election to the Board of Directors of the Company or any Bank Entity, but fails to be elected, then subject to the proviso set forth in Section 5(d) below, the Company or the Bank Entity shall, as soon as practicable thereafter, increase the size of such Board of Directors and, following the procedures set forth above in this Section 5, appoint an individual designated in writing by ▇▇▇▇▇▇▇▇▇ Funds who meets the qualification to be a ▇▇▇▇▇▇▇▇▇ Independent Director Nominee or ▇▇▇▇▇▇▇▇▇ Nominee (such individual to be different from the individual who was not elected) to the Board of Directors of the Company or such Bank Entity (as the case may be). (e) If an increase in the size of the Board of Directors is required by Section 5(a) above, and a corresponding increase to maintain an odd number of directors is required, then the Company and/or the Bank Entity shall make such corresponding increase and the Stockholders respective Board of Directors shall vote all Restricted Securities Beneficially Owned appoint an individual to fill the vacancy created thereby; provided, however, that no increase in the size of the Board of Directors of the Company or of any Bank Entity shall be required by him Section 5(d) or itthis Section 5(e) if it would cause the size of the Company’s Board of Directors or any Bank Entity to exceed the maximum size permitted under the Company’s or such Bank Entity’s articles of incorporation or bylaws and, in such event, the Company and/or the Bank Entity, as the case may be, to cause, and the parties hereto each shall otherwise use its best respective commercially reasonable efforts to cause, there amend its articles of incorporation or bylaws to be (i) four increase the number of directorships necessary to appoint such ▇▇▇▇▇▇▇▇▇ Directors for so long as Independent Director Nominee or ▇▇. ▇▇▇▇▇▇▇ Beneficially Owns at least 25% of Nominee or such additional director (as the outstanding shares of Common Stock (on a Fully Diluted Basiscase may be), including, without limitation, submitting a proposal to amend the articles of incorporation or bylaws to increase the maximum number of authorized directors to a vote of shareholders at the Company’s next annual meeting of shareholders. (iif) three The ▇▇▇▇▇▇▇▇▇ Directors for so long Nominees shall receive the same compensation, indemnification, insurance, advancement of expenses and other similar compensatory rights in connection with his or her role as a non-employee director as the other non-employee members of the Board of Directors, and the ▇▇. ▇▇▇▇▇▇▇ Beneficially Owns at least 20% but less than 25% Nominees shall be entitled to reimbursement for reasonable out-of-pocket expenses incurred in attending meetings of the outstanding shares Board of Common Stock (on a Fully Diluted Basis)Directors or any committee thereof, (iii) two to the same extent as the other non-employee members of the Board of Directors. The Company shall notify the ▇▇▇▇▇▇▇▇▇ Nominees(s) of all regular meetings and special meetings of the Board of Directors for (and each written consent in lieu of a meeting) and of all regular and special meetings of any committee of the Board of Directors (and each written consent in lieu of a meeting) to the same extent as other directors are so long as notified. The Company and each Bank Entity shall provide the ▇▇. ▇▇▇▇▇▇▇ Beneficially Owns at least 15% but less than 20% Nominees with copies of all notices, minutes, consents, documents, information, presentations, data and other material that it provides to all other members of the outstanding shares Board of Common Stock Directors concurrently as such materials are provided to the other members and shall provide other information as is reasonably requested. (on a Fully Diluted Basis), or (ivg) one Effective upon the execution of this Investor Rights Agreement and continuing until the ▇▇▇▇▇▇▇▇▇ Director for so long as Nominees have been duly appointed to the Boards of Directors of each of the Company and each Bank Entity, the Company and each Bank Entity covenant that their respective Boards of Directors shall not seek to fix the exact number of directors at any number other than nine (9). (h) Effective upon the execution of this Investor Rights Agreement and continuing until the ▇▇. ▇▇▇▇▇▇▇ Beneficially Owns at least 5% but less than 15% Nominees have been duly appointed to the Board of Directors of the outstanding shares Company, the Company covenants that it will not, and its Board of Common Stock Directors shall not, seek to have the Shareholders of the Company consider an amendment to the Bylaws of the Company that would have the effect of increasing the maximum size of the Board of Directors to any number greater than eleven (on a Fully Diluted Basis11). (di) Effective on the date as of which all approvals or clearances required to be received from the FRB or the DFI for appointments of the ▇▇. ▇▇▇▇▇▇▇ shall cause holders of Class A Common Stock to exercise their rights to elect Class A Directors in order to effectuate, Nominees to the extent necessaryBoard of Directors have been received, the provisions contained in Company will cause a sufficient number of its directors to resign from the respective Boards of Directors of the Company and each Bank Entity to accommodate its obligations arising under this Section 2.01; providedAgreement and the Clinton Investor Rights Agreement. The Company and the Investor shall consult with each other regarding the respective resignations to ensure that the resulting board composition of the Company shall be appropriate and shall comply with the NASDAQ Marketplace Rules. From and after the closing of the Initial Series B Offering, however, notwithstanding anything contained in this Section 2.01 any nominees by the Company to the contraryCompany’s and each Bank Entity’s Boards of Directors will meet the qualifications to be a Company Independent Director Nominee or a Company Nominee, for so long as any shares of Class A Common Stock are outstanding and entitled to elect Class A Directors, holders of shares of Class A Common Stock shall have the sole right to elect Class A Directorsapplicable.

Board Representation. (a) In Until the earliest of (i) the Spin-Off Date (at which time a new Shareholders Agreement as to the Company shall be entered into in accordance with the Certificate Purchase Agreement) and (ii) the date on which the IEP Group ceases to own at least 10.0% of Designation the issued and subject outstanding shares of Common Stock, measured as a single class, provided, that the IEP Group Designee (as defined below) shall have resigned from the Board at least thirty (30) days prior to the rights IEP Entities’ (or the IEP Group’s) taking any of holders the actions set forth in Sections 3.02(a)(ii) through (xi) (it being understood that if the deadline for director nominations under the advance notice provisions of the Company's serial preferred stock’s by-laws expires during such thirty (30) day period, as of then the date hereof and for so long as IEP Entities may, during such thirty (30) day period, submit to the Stockholders shall be entitled to nominate at least one Company a By-Law Director pursuant to Section 2.01(bNomination) (the “Board Designation Period”), the Board shall consist take all action necessary to nominate and recommend for election at each annual meeting of 11 membersstockholders the then-serving Chief Executive Officer of IEP (or, initially consisting if such individual is unwilling or unable to serve as a director of the Company, an individual designated by the IEP Group who is not an employee of any IEP Entity (the “Replacement Designee”); provided that any that such individual shall meet the applicable requirements set forth in the Company’s bylaws and the Corporate Governance Principles adopted by the Board and shall be reasonably acceptable to the Company (an “Acceptable Replacement Designee”), provided, that the fact that any proposed Replacement Designee is not an Acceptable Replacement Designee shall not terminate the IEP Group’s rights hereunder, and, until the end of the Board Designation Period, the IEP Group shall be entitled to continue designating new Replacement Designees until one such proposed Replacement Designee is an Acceptable Replacement Designee (the “IEP Group Designee”). Such individual who is or becomes a director of the Company in accordance with the foregoing shall continue as a director of the Company until the earlier of (ix) four Stockholder Directorshis or her death, (ii) four ▇▇▇▇▇ Directors resignation or removal and (iiiy) three Independent Common Stock Directors recommended the time at which his or her successor is duly elected and qualified. Notwithstanding the foregoing, the Holder and its Affiliates shall cause the individual designated or nominated pursuant to this Section 3.04 to resign from the Board upon the termination of the Board Designation Period (it being understood that such individual’s form of resignation letter that is required to be executed by such individual and held by the Nominating Committee Company Secretary as a condition of membership on the Board shall be automatically effective upon the termination of the Board Designation Period, as well as upon the effectiveness triggers applicable to all members of the Board). Solely for purposes of this Section 3.04(a), if the IEP Entities cease to own 10.0% or more of the then-issued and approved outstanding Common Stock, the IEP Entities shall not be considered members of the IEP Group. (b) AEP, IEH, IEP, the IEP Group Designee and the Company shall enter into a customary confidentiality agreement covering any confidential information to be received by the IEP Group Designee in connection with his or her service on the Board. (bc) Each of ▇▇. ▇▇▇▇▇ The Company shall pay the reasonable and documented out-of-pocket expenses incurred by the Stockholders shall vote all Restricted Securities Beneficially Owned by him IEP Group Designee in connection with his or it, as the case may be, her services provided to cause, and the parties hereto each shall otherwise use its best efforts to cause, there to be (i) four Stockholder Directors for so long as the Stockholders Beneficially Own at least 25% or on behalf of the outstanding shares of Common Stock (Company, including attending meetings or events attended on a Fully Diluted Basis), (ii) three Stockholder Directors for so long as the Stockholders Beneficially Own at least 20% but less than 25% behalf of the outstanding shares of Common Stock (Company, on a Fully Diluted Basis), (iii) two Stockholder Directors the same basis that the Company pays such expenses for so long as the Stockholders Beneficially Own at least 15% but less than 20% all other members of the outstanding shares of Common Stock (on a Fully Diluted Basis), or (iv) one Stockholder Director for so long as the Stockholders Beneficially Own at least 5% but less than 15% of the outstanding shares of Common Stock (on a Fully Diluted Basis)Board. (c) Each of ▇▇. ▇▇▇▇▇ and the Stockholders shall vote all Restricted Securities Beneficially Owned by him or it, as the case may be, to cause, and the parties hereto each shall otherwise use its best efforts to cause, there to be (i) four ▇▇▇▇▇ Directors for so long as ▇▇. ▇▇▇▇▇ Beneficially Owns at least 25% of the outstanding shares of Common Stock (on a Fully Diluted Basis), (ii) three ▇▇▇▇▇ Directors for so long as ▇▇. ▇▇▇▇▇ Beneficially Owns at least 20% but less than 25% of the outstanding shares of Common Stock (on a Fully Diluted Basis), (iii) two ▇▇▇▇▇ Directors for so long as ▇▇. ▇▇▇▇▇ Beneficially Owns at least 15% but less than 20% of the outstanding shares of Common Stock (on a Fully Diluted Basis), or (iv) one ▇▇▇▇▇ Director for so long as ▇▇. ▇▇▇▇▇ Beneficially Owns at least 5% but less than 15% of the outstanding shares of Common Stock (on a Fully Diluted Basis). (d) ▇▇. ▇▇▇▇▇ shall cause holders of Class A Common Stock to exercise their rights to elect Class A Directors in order to effectuate, to the extent necessary, the provisions contained in this Section 2.01; provided, however, notwithstanding anything contained in this Section 2.01 to the contrary, for so long as any shares of Class A Common Stock are outstanding and entitled to elect Class A Directors, holders of shares of Class A Common Stock shall have the sole right to elect Class A Directors.

Board Representation. (a) In accordance with Until the Certificate of Designation and subject to the rights of holders of the Company's serial preferred stock, as of the date hereof and for so long as the Stockholders shall be entitled to nominate at least one Director pursuant to Section 2.01(b), the Board shall consist of 11 members, initially consisting earlier of (i) four Stockholder the third anniversary of the Initial Closing or (ii) such time as the Purchaser and its Affiliates do not hold, directly or indirectly, at least a majority of the Shares purchased at the Closings (or the Common Stock received upon the conversion of such Shares) (as adjusted for stock splits, stock dividends, stock combinations and the like) (the “Requisite Shares”), the Purchaser shall be entitled to, at each annual or special meeting of the Company’s shareholders during such period, nominate one (1) director (such Person, the “Purchaser Designee”) to serve on the Board of Directors; provided, however, that such nomination is subject to such Purchaser Designee’s satisfaction of all applicable requirements regarding service as a director of the Company under applicable Law or stock exchange rules regarding service as a director and such other criteria and qualifications for service as a director applicable to all directors of the Company and in effect from time to time. In the event that a Purchaser Designee is nominated, the Company shall (i) include such Purchaser Designee in its slate of nominees for election to the Board of Directors at each annual or special meeting of the Company’s shareholders, (ii) four ▇▇▇▇▇ Directors recommend that the Company’s shareholders vote in favor of the election of the Purchaser Designee and (iii) three Independent Common Stock support the Purchaser Designee in a manner generally no less rigorous and favorable than the manner in which the Company supports its other nominees. The Company shall take all reasonably necessary actions to ensure that, at all times when a Purchaser Designee is eligible to be appointed or nominated, there are sufficient vacancies on the Board of Directors recommended by to permit such designation. Notwithstanding the Nominating Committee foregoing, the rights of the Purchaser under this Section 5.5(a) to nominate one (1) director shall terminate immediately on the earlier of (A) the third anniversary of the Initial Closing or (B) such time as the Purchaser and approved by its Affiliates ceases to own, directly or indirectly, at least a majority of the BoardRequisite Shares. (b) Each If any Purchaser Designee ceases to serve on the Board of ▇▇. ▇▇▇▇▇ and Directors for any reason during his or her term, the Stockholders vacancy created thereby shall vote all Restricted Securities Beneficially Owned by him or it, as the case may be, to causebe filled, and the parties hereto each shall otherwise use its best efforts to cause, there to be (i) four Stockholder Directors for so long as the Stockholders Beneficially Own at least 25% of the outstanding shares of Common Stock (on a Fully Diluted Basis), (ii) three Stockholder Directors for so long as the Stockholders Beneficially Own at least 20% but less than 25% of the outstanding shares of Common Stock (on a Fully Diluted Basis), (iii) two Stockholder Directors for so long as the Stockholders Beneficially Own at least 15% but less than 20% of the outstanding shares of Common Stock (on a Fully Diluted Basis), or (iv) one Stockholder Director for so long as the Stockholders Beneficially Own at least 5% but less than 15% of the outstanding shares of Common Stock (on a Fully Diluted Basis). (c) Each of ▇▇. ▇▇▇▇▇ and the Stockholders shall vote all Restricted Securities Beneficially Owned by him or it, as the case may be, to cause, and the parties hereto each shall otherwise use its best efforts to cause, there to be (i) four ▇▇▇▇▇ Directors for so long as ▇▇. ▇▇▇▇▇ Beneficially Owns at least 25% of the outstanding shares of Common Stock (on a Fully Diluted Basis), (ii) three ▇▇▇▇▇ Directors for so long as ▇▇. ▇▇▇▇▇ Beneficially Owns at least 20% but less than 25% of the outstanding shares of Common Stock (on a Fully Diluted Basis), (iii) two ▇▇▇▇▇ Directors for so long as ▇▇. ▇▇▇▇▇ Beneficially Owns at least 15% but less than 20% of the outstanding shares of Common Stock (on a Fully Diluted Basis), or (iv) one ▇▇▇▇▇ Director for so long as ▇▇. ▇▇▇▇▇ Beneficially Owns at least 5% but less than 15% of the outstanding shares of Common Stock (on a Fully Diluted Basis). (d) ▇▇. ▇▇▇▇▇ Company shall cause holders the Board of Class A Common Stock Directors to exercise their rights fill such vacancy, with a new Purchaser Designee eligible to elect Class A serve on the Board of Directors in order to effectuate, to the extent necessary, the provisions contained in this accordance with Section 2.015.5(a); provided, however, notwithstanding anything contained to the contrary in this Agreement, in the event that the Purchaser’s rights under Section 2.01 5.5(a) are terminated, any Purchaser Designee serving on the Board of Directors shall immediately tender his or her resignation; provided further that (i) such requirement may be waived in advance by the Company’s Compensation, Nominating & Governance Committee and (ii) such resignation shall be subject to the contraryacceptance by the Board of Directors. (c) For the avoidance of doubt, a Purchaser Designee shall be entitled (i) to the same retainer, equity compensation and other fees or compensation, including travel and expense reimbursement, paid to the non-executive directors of the Company for his or her service as a director and (ii) to the same indemnification rights as other non-executive directors of the Company, and the Company shall maintain, in full force and effect, directors’ and officers’ liability insurance in reasonable amounts to the same extent it now indemnifies and provides insurance for the non-executive directors on the Board of Directors. A Purchaser Designee shall be bound by the same confidentiality restrictions as the other non-executive directors. Any director minimum ownership requirements shall be deemed satisfied in respect of the Purchaser Designee by the Shares, PIK Shares and Conversion Shares, as applicable, held by the Purchaser or one or more of its Affiliates. The Company acknowledges and agrees that it is the indemnitor of first resort (for the Purchase Designee in connection with matters arising from Purchaser Designee’s service as a director of the Company). For the avoidance of doubt, the Purchaser Designee shall be entitled to customary access and information rights in the same manner as received by the other directors on the Board of Directors. (d) Following the third anniversary of the Initial Closing, for so long as the Purchaser holds, directly or indirectly, at least a majority of the Requisite Shares, whenever dividends on any shares Series C Preferred Stock of Class A Common Stock are outstanding and the Purchaser shall be in arrears for six (6) or more consecutive or non-consecutive Dividend Periods (a “Preferred Dividend Default”), the Purchaser shall be entitled to elect Class A Directorsnominate one (1) additional director of the Company (the “Preferred Director”) for election at the next annual meeting of stockholders and at each subsequent meeting, holders of shares of Class A Common until all dividends accumulated on such Series C Preferred Stock for the past Dividend Periods and the then current Dividend Period shall have been fully paid or declared in the sole form of PIK Shares or Additional Liquidation Preference. In such case, should a Preferred Director be subsequently elected, the entire Board shall be increased by one (1) director. Notwithstanding the foregoing, if, prior to the election of any additional director in the manner set forth herein, all accumulated dividends are paid or issued on the Series C Preferred Stock, no such additional director shall be so elected. If and when all accumulated dividends shall have been paid or issued on such Series C Preferred Stock, the right of the Purchaser to elect Class A Directorsnominate the Preferred Director shall immediately cease (subject to revesting in the event of each and every Preferred Dividend Default), and the term of office of any Preferred Director so elected shall immediately terminate and the entire Board shall be reduced accordingly. So long as a Preferred Dividend Default shall continue, the Purchaser shall be entitled to nominate a director to fill any vacancy in the office of a Preferred Director. For purposes of the foregoing paragraph, dividends shall be considered to be in arrears with respect to a Dividend Period if (i) the Company has not issued PIK Shares for such Dividend Period and (ii) the Liquidation Preference of such Shares has not been increased by the Additional Liquidation Preference, in each case, in accordance with and within the times set forth in the Series C Certificate of Amendment. (e) For the avoidance of doubt, the rights of the Purchaser provided for in this Section 5.5 shall not be transferrable to any other Person other than Purchaser’s Affiliates.

Board Representation. (a) In accordance with Upon written request of SBC, following the Certificate completion of Designation the IPO and subject as long as SBC Beneficially Owns more than 5% of the issued and outstanding shares of Common Stock, the Company shall recommend to its Board of Directors that the rights of holders of Board take such action as may be necessary to elect a director to be named by SBC (the "SBC Nominee") to the Company's serial preferred stockBoard of Directors; provided that such SBC Nominee shall be a person acceptable to the Board of Directors in its reasonable discretion prior to such person's initial appointment which right of approval shall not be unreasonably withheld. Thereafter, as of the date hereof and for so long as SBC continues to Beneficially Own more than 5% of the Stockholders issued and outstanding shares of Common Stock and TWC Beneficially Owns more than 50% of the issued and outstanding Class B Common Stock, the Company shall be entitled recommend to nominate its Board of Directors that the Board recommend to its stockholders the reelection to the Company's Board of Directors of the SBC Nominee, or such other SBC Nominee as SBC shall designate to the Company in writing at least one Director pursuant five Business Days prior to Section 2.01(b), the meeting of the Board of Directors at which the directors consider nominations for election to the Board of Directors. The SBC Nominee shall consist not receive any compensation, including any shares of 11 membersCommon Stock, initially consisting for his services as a member of (i) four Stockholder the Board of Directors, (ii) four ▇▇▇▇▇ Directors and (iii) three Independent Common Stock Directors recommended by the Nominating Committee and approved by the Board. (b) Each The rights existing in Section 8.7(a) above shall only inure to the benefit of ▇▇. ▇▇▇▇▇ and SBC if SBC has obtained relief in any state from Section 271 of the Stockholders shall vote all Restricted Securities Beneficially Owned by him or itTelecommunications Act of 1996, as the case may be, amended from time to causetime, and the parties hereto each shall otherwise use its best efforts to cause, there such relief continues to be in effect. (c) SBC agrees to cause the SBC Nominee to sign any customary agreement of the Company concerning the SBC Nominee's obligations as is signed by other directors of the Company. (d) SBC agrees that the SBC Nominee shall not be entitled to participate in and shall be required to excuse himself from any Board, committee or other internal discussions and related vote if at any time the general counsel of the Company or the senior vice president of law of the Company decides that the participation of the SBC Nominee presents a conflict of interest or a potential conflict of interest, whether the conflict arises out of SBC's business, the Company's business or any other matter. (e) The right of SBC to appoint the SBC Nominee shall be terminated upon the following events: (i) four Stockholder Directors for so long as a termination by SBC of the Stockholders Beneficially Own at least 25Alliance Agreement pursuant to Section 12.1.1.3 thereof; (ii) a termination by the Company of the Alliance Agreement pursuant to Section 12.1.2.2 thereof; (iii) a termination by the Company of the Alliance Agreement pursuant to Section 12.1.2.1 thereof; (iv) a termination of the Alliance Agreement pursuant to Section 12.1.1.5 thereof; or (v) if the Investor owns less than 5% of the total number of issued and outstanding shares of Common Stock (of the Company calculated on a Fully Fully-Diluted Basis), (ii) three Stockholder Directors for so long as the Stockholders Beneficially Own at least 20% but less than 25% of the outstanding shares of Common Stock (on a Fully Diluted Basis), (iii) two Stockholder Directors for so long as the Stockholders Beneficially Own at least 15% but less than 20% of the outstanding shares of Common Stock (on a Fully Diluted Basis), or (iv) one Stockholder Director for so long as the Stockholders Beneficially Own at least 5% but less than 15% of the outstanding shares of Common Stock (on a Fully Diluted Basis). (c) Each of ▇▇. ▇▇▇▇▇ and the Stockholders shall vote all Restricted Securities Beneficially Owned by him or it, as the case may be, to cause, and the parties hereto each shall otherwise use its best efforts to cause, there to be (i) four ▇▇▇▇▇ Directors for so long as ▇▇. ▇▇▇▇▇ Beneficially Owns at least 25% of the outstanding shares of Common Stock (on a Fully Diluted Basis), (ii) three ▇▇▇▇▇ Directors for so long as ▇▇. ▇▇▇▇▇ Beneficially Owns at least 20% but less than 25% of the outstanding shares of Common Stock (on a Fully Diluted Basis), (iii) two ▇▇▇▇▇ Directors for so long as ▇▇. ▇▇▇▇▇ Beneficially Owns at least 15% but less than 20% of the outstanding shares of Common Stock (on a Fully Diluted Basis), or (iv) one ▇▇▇▇▇ Director for so long as ▇▇. ▇▇▇▇▇ Beneficially Owns at least 5% but less than 15% of the outstanding shares of Common Stock (on a Fully Diluted Basis). (d) ▇▇. ▇▇▇▇▇ shall cause holders of Class A Common Stock to exercise their rights to elect Class A Directors in order to effectuate, to the extent necessary, the provisions contained in this Section 2.01; provided, however, notwithstanding anything contained in this Section 2.01 to the contrary, for so long as any shares of Class A Common Stock are outstanding and entitled to elect Class A Directors, holders of shares of Class A Common Stock shall have the sole right to elect Class A Directors.

Board Representation. (a) In accordance Until the earlier to occur of the tenth anniversary of the purchase of shares of Senior Preferred Stock pursuant to the Preferred Stock Purchase Agreement and the date on which the Apollo/Blackstone Shareholders own, collectively, less than 20% of the Apollo/Blackstone Shares (the "Shareholder Designee Period"), the Board of Directors shall consist of no more than thirteen (13) directors during the Shareholder Designee Period. For so long as the Apollo/Blackstone Shareholders are entitled to at least two Shareholder Designees under this Agreement, the Apollo/Blackstone Shareholders shall be entitled to have one Shareholder Designee serve on each committee of the Board of Directors other than any committee formed for the purpose of considering matters relating to the Shareholders and as set forth below with respect to the Certificate Nominating Committee and other than such committees on which membership of Designation and a Shareholder Designee is prohibited by applicable law or by the rules of the New York Stock Exchange. (b) Immediately following the purchase of shares of Senior Preferred Stock pursuant to the Preferred Stock Purchase Agreement, the Company will cause David Blitzer to be elected or appointed to the Board of Directors. ▇▇ ▇▇▇ ▇▇▇▇s during the Shareholder Designee Period, the Company agrees, subject to Section 3.1(d), to support the rights nomination of, and the Company's Nominating Committee (as defined herein) shall recommend to the Board of holders Directors the inclusion in the slate of nominees recommended by the Board of Directors to shareholders for election as directors at each annual meeting of shareholders of the Company: (i) no more than two persons who are executive officers of the Company ("Management Directors"), (ii) (A) five Shareholder Designees, so long as the Apollo/Blackstone Shareholders beneficially own 80% or more of the Apollo/Blackstone Shares, (B) four Shareholder Designees, so long as the Apollo/Blackstone Shareholders beneficially own 60% or more but less than 80% of the Apollo/Blackstone Shares, (C) three Shareholder Designees, so long as the Apollo/Blackstone Shareholders beneficially own 40% or more but less than 60% of the Apollo/Blackstone Shares, (D) two Shareholder Designees, so long as the Apollo/Blackstone Shareholders beneficially own 20% or more but less than 40% of the Apollo/Blackstone Shares, and (E) one Shareholder Designee, so long as the Apollo/Blackstone Shareholders beneficially own 10% or more but less than 20% of the Apollo/Blackstone Shares (each a "Beneficial Ownership Threshold"); provided, however, that if at any time as a result of the Company's serial preferred stock, as issuance of Voting Securities the Shareholders beneficially own 9% or less of the date hereof and for so long as Actual Voting Power (the Stockholders "Actual Voting Power Threshold"), the Apollo/Blackstone Shareholders shall be entitled to nominate at least one Director no more than three Shareholder Designees (even if the Apollo/Blackstone Shareholders would otherwise be entitled to a greater number of Shareholder Designees pursuant to Section 2.01(bclauses (A) through (E) above), the Board shall consist of 11 members, initially consisting of (i) four Stockholder Directors, (ii) four ▇▇▇▇▇ Directors and (iii) three Independent Common Stock Directors such other persons, each of whom is (A) recommended by the Nominating Committee and approved (B) not an employee or officer of or outside counsel to the Company or a partner, employee, director, officer, affiliate or associate (as defined in Rule 12b-2 under the Exchange Act) of any Shareholder or any affiliate of a Shareholder or as to which the Shareholders or their affiliates own at least ten percent of the voting equity securities ("Unaffiliated Directors"). If any vacancy (whether by death, retirement, disqualification, removal from office or other cause, or by increase in number of directors) occurs prior to a meeting of the Company's stockholders, the Board (i) may appoint a member of management to fill a vacancy caused by a Management Director ceasing to serve as a director, (ii) shall appoint, subject to Section 3.1(d), a person designated by the Board. Apollo/Blackstone Shareholders to fill a vacancy created by a Shareholder Designee ceasing to serve as a director (bexcept as a result of the reduction of the number of Shareholder Designees entitled to be included on the Board of Directors by reason of a decrease in the Apollo/Blackstone Shareholders' beneficial ownership of Apollo/Blackstone Shares below any Beneficial Ownership Threshold or by reasons of a decrease in the Shareholders' beneficial ownership of Voting Securities below the Actual Voting Power Threshold), and (iii) Each may appoint a person who qualifies as an Unaffiliated Director and is recommended by the Nominating Committee pursuant to the procedures set forth in the following paragraph to fill a vacancy created by an Unaffiliated Director ceasing to serve as a director (provided, however, that in the case of ▇▇. ▇▇▇▇▇ a vacancy relating to an Unaffiliated Director, if a majority of the Nominating Committee is unable to recommend a replacement, then the Board seat with respect to this vacancy shall remain vacant), and the Stockholders each such person shall vote all Restricted Securities Beneficially Owned by him be a Management Designee, Shareholder Designee or itUnaffiliated Director, as the case may be, for purposes of this Agreement. At all times during the Shareholder Designee Period, Unaffiliated Directors shall be designated exclusively by a majority of a nominating committee (the "Nominating Committee"), which shall at all times during the Shareholder Designee Period consist of not more than four persons, two of whom shall be Shareholder Designees (or such lesser number of Shareholder Designees as then serves on the Board of Directors) and two of whom shall be either Management Directors or Unaffiliated Directors. If the Nominating Committee is unable to causerecommend one or more persons to serve as Unaffiliated Directors (except with respect to any vacancy created by an Unaffiliated Director ceasing to serve as such), then the Board of Directors shall nominate and recommend for election by stockholders an Unaffiliated Director then serving on the parties hereto each shall otherwise use its best efforts to causeBoard of Directors. Notwithstanding the foregoing, there to be (i) four Stockholder Directors for so long as if the Stockholders Beneficially Own at least 25Apollo/Blackstone Shareholders beneficially own less than 50% of the outstanding shares Apollo/Blackstone Shares, the Nominating Committee shall be comprised of Common Stock (on individuals only one of whom is a Fully Diluted Basis)Shareholder Designee. The foregoing provisions shall be effected pursuant to an amendment to the Company's Bylaws in a form reasonably acceptable to the parties to this Agreement, (iiwhich shall not be further amended by the Board of Directors during the Shareholder Designee Period. Notwithstanding the foregoing, the Company shall have no obligation to support the nomination, recommendation or election of any Shareholder Designee pursuant to this Section 3.1(b) three Stockholder Directors for so long as or any other obligation under this Section 3.1 if the Stockholders Beneficially Own at least 20% but less than 25% Apollo/Blackstone Shareholders are in breach of the outstanding shares any material provision of Common Stock (on a Fully Diluted Basis), (iii) two Stockholder Directors for so long as the Stockholders Beneficially Own at least 15% but less than 20% of the outstanding shares of Common Stock (on a Fully Diluted Basis), or (iv) one Stockholder Director for so long as the Stockholders Beneficially Own at least 5% but less than 15% of the outstanding shares of Common Stock (on a Fully Diluted Basis)this Agreement. (c) Each Upon any decrease in Apollo/Blackstone Shareholders' beneficial ownership of ▇▇Apollo/Blackstone Shares below any Beneficial Ownership Threshold or any decrease in the Shareholders beneficial ownership of Voting Securities below the Actual Voting Power Threshold, the Apollo/Blackstone Shareholders shall cause a number of Shareholder Designees to offer to immediately resign from the Company's Board of Directors such that the number of Shareholder Designees serving on the Board of Directors immediately thereafter will be equal to the number of Shareholder Designees which the Apollo/Blackstone Shareholders would then be entitled to designate under Section 3.1(b). ▇▇▇▇▇ Upon termination of the Shareholder Designee Period, the Apollo/Blackstone Shareholders shall promptly cause all of the Shareholder Designees to offer to resign immediately from the Board of Directors and any committees thereof and the Stockholders Company's obligations under this Section 3.1 shall vote all Restricted Securities Beneficially Owned by him or it, as the case may be, to cause, and the parties hereto each shall otherwise use its best efforts to cause, there to be (i) four ▇▇▇▇▇ Directors for so long as ▇▇. ▇▇▇▇▇ Beneficially Owns at least 25% of the outstanding shares of Common Stock (on a Fully Diluted Basis), (ii) three ▇▇▇▇▇ Directors for so long as ▇▇. ▇▇▇▇▇ Beneficially Owns at least 20% but less than 25% of the outstanding shares of Common Stock (on a Fully Diluted Basis), (iii) two ▇▇▇▇▇ Directors for so long as ▇▇. ▇▇▇▇▇ Beneficially Owns at least 15% but less than 20% of the outstanding shares of Common Stock (on a Fully Diluted Basis), or (iv) one ▇▇▇▇▇ Director for so long as ▇▇. ▇▇▇▇▇ Beneficially Owns at least 5% but less than 15% of the outstanding shares of Common Stock (on a Fully Diluted Basis)terminate. (d) ▇▇. ▇▇▇▇▇ Notwithstanding the provisions of this Section 3.1, the Apollo/Blackstone Shareholders shall cause holders of Class A Common Stock not be entitled to exercise their rights to elect Class A Directors in order to effectuate, designate any person to the extent necessaryCompany's Board of Directors (or any committee thereof) in the event that the Company receives a written opinion of its outside counsel that a Shareholder Designee would not be qualified under any applicable law, rule or regulation to serve as a director of the Company or if the Company objects to a Shareholder Designee because such Shareholder Designee has been involved in any of the events enumerated in Item 2(d) or (e) of Schedule 13D or such person is currently the target of an investigation by any governmental authority or agency relating to felonious criminal activity or is subject to any order, decree, or judgment of any court or agency prohibiting service as a director of any public company or providing investment or financial advisory services and, in any such event, the provisions contained in this Section 2.01; provided, however, notwithstanding anything contained in this Section 2.01 Apollo/Blackstone Shareholders shall withdraw the designation of such proposed Shareholder Designee and designate a replacement therefor (which replacement Shareholder Designee shall also be subject to the contrary, for so long as requirements of this Section). The Company shall use its reasonable best efforts to notify the Apollo/Blackstone Shareholders of any shares objection to a Shareholder Designee sufficiently in advance of Class A Common Stock the date on which proxy materials are outstanding and mailed by the Company in connection with such election of directors to enable the Apollo/Blackstone Shareholders to propose a replacement Shareholder Designee in accordance with the terms of this Agreement. (e) Each Shareholder Designee serving on the Board of Directors shall be entitled to elect Class A Directorsall compensation and stock incentives granted to directors who are not employees of the Company on the same terms provided to, holders of shares of Class A Common Stock shall have and subject to the sole right to elect Class A Directorssame limitations applicable to, such directors.

Board Representation. (a1) In accordance with the Certificate of Designation and subject to the rights of holders of the Company's serial preferred stock, as of the date hereof and for so long as the Stockholders shall be entitled to nominate at least one Director pursuant Subject to Section 2.01(b)2.2 hereof, at and following the Effective Date, each party to this agreement will take such action as may reasonably be in its power to cause the Board shall consist of 11 members, initially consisting of to include (i) four Stockholder Directorssix (6) Investor Group Designees, one (ii1) four of whom, unless and until a ▇▇▇▇▇▇▇▇▇ Directors and (iii) three Independent Common Stock Directors recommended by Forfeiture Event has occurred, shall be the Nominating Committee and approved by the Board. (b) Each of ▇▇. ▇▇▇▇▇▇▇ and the Stockholders shall vote all Restricted Securities Beneficially Owned by him or it, as the case may be, to causeDesignee, and the parties hereto each shall otherwise use its best efforts to cause, there to be (i) four Stockholder Directors for so long as the Stockholders Beneficially Own at least 25% of the outstanding shares of Common Stock (on a Fully Diluted Basis), (ii) three Stockholder Directors for so long as five (5) Lender Group Designees. The Investor Group Designees (including the Stockholders Beneficially Own at least 20% but less than 25% of the outstanding shares of Common Stock (on a Fully Diluted Basis), (iii) two Stockholder Directors for so long as the Stockholders Beneficially Own at least 15% but less than 20% of the outstanding shares of Common Stock (on a Fully Diluted Basis), or (iv) one Stockholder Director for so long as the Stockholders Beneficially Own at least 5% but less than 15% of the outstanding shares of Common Stock (on a Fully Diluted Basis). (c) Each of ▇▇. ▇▇▇▇▇▇▇ Designee) and the Stockholders shall vote all Restricted Securities Beneficially Owned by him or it, Lender Group Designees are sometimes collectively referred to herein as the case may be"Designees" and individually as a "Designee." (1) The Investor Group Designator, to cause, the Lender Group Designator and the parties hereto each shall otherwise use its best efforts to cause, there to be (i) four ▇▇▇▇▇▇▇▇▇ Directors for so long as ▇▇. ▇▇▇▇▇ Beneficially Owns at least 25% Designator shall each give the Company timely notice (the "Notice of Designee") of the outstanding shares name of Common Stock each person whom the relevant Stockholder Group wishes to be nominated by the Company for election or re-election to the Board at the next meeting of stockholders, or taking of action by written consent of stockholders, at which Directors are to be elected (on a Fully Diluted Basisan "Election Meeting"). At the option of any Stockholder Group Designator, the Notice of Designee may also specify one or more alternates (iian "Alternate Designee") three ▇▇▇▇▇ Directors for so long as ▇▇. ▇▇▇▇▇ Beneficially Owns at least 20% but less than 25% to serve in the event of the outstanding shares incapacity or other inability to serve of Common Stock (on a Fully Diluted Basis)Designee, (iiias provided herein. The Investor Group Designees and the Lender Group Designees shall at all times include such number of Independent Directors as shall be required to comply with the provisions of Sections 2.3(b) two ▇▇▇▇▇ Directors for so long as ▇▇and 2.3(c) hereof. ▇▇▇▇▇ Beneficially Owns at least 15% but less than 20% Each Notice of Designee shall be in writing and shall be timely if delivered to the Secretary of the outstanding shares Company at the Company's principal executive offices not later than the close of Common Stock (business on a Fully Diluted Basis), or (iv) one ▇▇▇▇▇ Director for so long as ▇▇. ▇▇▇▇▇ Beneficially Owns at least 5% but less than 15% the 60th day prior to the first anniversary of the outstanding shares of Common Stock (on a Fully Diluted Basis). (d) ▇▇. ▇▇▇▇▇ shall cause holders of Class A Common Stock to exercise their rights to elect Class A Directors in order to effectuate, to the extent necessary, the provisions contained in this Section 2.01preceding year's annual meeting; provided, however, notwithstanding anything contained that in this Section 2.01 the event that the date of the Election Meeting is more than 30 days before or after such anniversary date, the Notice of Designee to be timely must be so delivered not later than the later of (x) the close of business on the later of the 60th day prior to the contrary, Election Meeting and (y) the 20th day following the day on which public announcement of the date of the Election Meeting is first made by the Company. In no event shall the public announcement of an adjournment of an Election Meeting commence a new time period for so long the giving of the Notice of Designee as described above. If the Company has not received a Notice of Designee from any shares of Class A Common Stock are outstanding and Stockholder Group Designator at a time when the relevant Stockholder Group is entitled to elect Class A Directorsname one or more Designee on or before the 10th day before the latest date for delivery of the Notice of Designee specified in the proviso to the next preceding sentence, holders the Company shall so inform the relevant Stockholder Group Designator by written notice. If the Company has not received a Notice of shares Designee from any Stockholder Group Designator at a time when the relevant Stockholder Group is entitled to name one or more Designee on or before the latest date for delivery of Class A Common Stock such Notice, then such Stockholder Group Designator shall be deemed to have delivered on such date a Notice of Designee designating the sole right Designees specified in the most recently delivered Notice of Designee for any prior Election Meeting, or, if any such Designee is unable to elect Class A Directorsserve and an Alternate Designee has been specified therefor, such Alternate Designee.

Board Representation. (a) In Until the earliest of (i) the Spin-Off Date (at which time a new Shareholders Agreement as to the Company shall be entered into in accordance with the Certificate Purchase Agreement) and (ii) the date on which the IEP Group ceases to own at least 10.0% of Designation the issued and subject outstanding shares of Common Stock, measured as a single class, provided, that the IEP Group Designee (as defined below) shall have resigned from the Board at least thirty (30) days prior to the rights IEP Entities’ (or the IEP Group’s) taking any of holders the actions set forth in Sections 3.02(a)(ii) through (xi) (it being understood that if the deadline for director nominations under the advance notice provisions of the Company's serial preferred stock’s by-laws expires during such thirty (30) day period, as of then the date hereof and for so long as IEP Entities may, during such thirty (30) day period, submit to the Stockholders shall be entitled to nominate at least one Company a By-Law Director pursuant to Section 2.01(bNomination) (the “Board Designation Period”), the Board shall consist take all action necessary to nominate and recommend for election at each annual meeting of 11 membersstockholders the then-serving Chief Executive Officer of IEP (or, initially consisting if such individual is unwilling or unable to serve as a director of the Company, an individual designated by the IEP Group who is not an employee of any IEP Entity (the “Replacement Designee”); provided that any that such individual shall meet the applicable requirements set forth in the Company’s bylaws and the Corporate Governance Principles adopted by the Board and shall be reasonably acceptable to the Company (an “Acceptable Replacement Designee”), provided, that the fact that any proposed Replacement Designee is not an Acceptable Replacement Designee shall not terminate the IEP Group’s rights hereunder, and, until the end of the Board Designation Period, the IEP Group shall be entitled to continue designating new Replacement Designees until one such proposed Replacement Designee is an Acceptable Replacement Designee (the “IEP Group Designee”). Such individual who is or becomes a director of the Company in accordance with the foregoing shall continue as a director of the Company until the earlier of (ix) four Stockholder Directorshis or her death, (ii) four ▇▇▇▇▇ Directors resignation or removal and (iiiy) three Independent Common Stock Directors recommended the time at which his or her successor is duly elected and qualified. Notwithstanding the foregoing, the Holder and its Affiliates shall cause the individual designated or nominated pursuant to this Section 3.04 to resign from the Board upon the termination of the Board Designation Period (it being understood that such individual’s form of resignation letter that is required to be executed by such individual and held by the Nominating Committee Company Secretary as a condition of membership on the Board shall be automatically effective upon the termination of the Board Designation Period, as well as upon the effectiveness triggers applicable to all members of the Board). Solely for purposes of this Section 3.04(a), if the IEP Entities cease to own 10.0% or more of the then-issued and approved outstanding Common Stock, the IEP Entities shall not be considered members of the IEP Group. (b) IEP, the Seller, the IEP Group Designee and the Company shall enter into a customary confidentiality agreement covering any confidential information to be received by the IEP Group Designee in connection with his or her service on the Board. (bc) Each of ▇▇. ▇▇▇▇▇ The Company shall pay the reasonable and documented out-of-pocket expenses incurred by the Stockholders shall vote all Restricted Securities Beneficially Owned by him IEP Group Designee in connection with his or it, as the case may be, her services provided to cause, and the parties hereto each shall otherwise use its best efforts to cause, there to be (i) four Stockholder Directors for so long as the Stockholders Beneficially Own at least 25% or on behalf of the outstanding shares of Common Stock (Company, including attending meetings or events attended on a Fully Diluted Basis), (ii) three Stockholder Directors for so long as the Stockholders Beneficially Own at least 20% but less than 25% behalf of the outstanding shares of Common Stock (Company, on a Fully Diluted Basis), (iii) two Stockholder Directors the same basis that the Company pays such expenses for so long as the Stockholders Beneficially Own at least 15% but less than 20% all other members of the outstanding shares of Common Stock (on a Fully Diluted Basis), or (iv) one Stockholder Director for so long as the Stockholders Beneficially Own at least 5% but less than 15% of the outstanding shares of Common Stock (on a Fully Diluted Basis)Board. (c) Each of ▇▇. ▇▇▇▇▇ and the Stockholders shall vote all Restricted Securities Beneficially Owned by him or it, as the case may be, to cause, and the parties hereto each shall otherwise use its best efforts to cause, there to be (i) four ▇▇▇▇▇ Directors for so long as ▇▇. ▇▇▇▇▇ Beneficially Owns at least 25% of the outstanding shares of Common Stock (on a Fully Diluted Basis), (ii) three ▇▇▇▇▇ Directors for so long as ▇▇. ▇▇▇▇▇ Beneficially Owns at least 20% but less than 25% of the outstanding shares of Common Stock (on a Fully Diluted Basis), (iii) two ▇▇▇▇▇ Directors for so long as ▇▇. ▇▇▇▇▇ Beneficially Owns at least 15% but less than 20% of the outstanding shares of Common Stock (on a Fully Diluted Basis), or (iv) one ▇▇▇▇▇ Director for so long as ▇▇. ▇▇▇▇▇ Beneficially Owns at least 5% but less than 15% of the outstanding shares of Common Stock (on a Fully Diluted Basis). (d) ▇▇. ▇▇▇▇▇ shall cause holders of Class A Common Stock to exercise their rights to elect Class A Directors in order to effectuate, to the extent necessary, the provisions contained in this Section 2.01; provided, however, notwithstanding anything contained in this Section 2.01 to the contrary, for so long as any shares of Class A Common Stock are outstanding and entitled to elect Class A Directors, holders of shares of Class A Common Stock shall have the sole right to elect Class A Directors.

Board Representation. (a) In accordance with the Certificate of Designation and subject to the rights of holders of the Company's serial preferred stock, As soon as of reasonably practicable following the date hereof and for so long as the Stockholders shall be entitled to nominate at least one Director pursuant to Section 2.01(b(and, in any event, within thirty (30) days), the Company shall take all actions necessary to enlarge the Board shall consist of 11 members, initially consisting of (i) four Stockholder Directors, (ii) four ▇▇▇▇▇ Directors by one member and (iii) three Independent Common Stock Directors recommended by the Nominating Committee and approved by the Board. (b) Each of appoint ▇▇. ▇▇▇▇▇ Al Marzooqi to the Board of Directors in accordance with Sections 5.4(b) and the Stockholders shall vote all Restricted Securities Beneficially Owned by him or it, 5.4(c). (b) For so long as the case may be, to cause, and the parties hereto each shall otherwise use its best efforts to cause, there to be (i) four Stockholder Directors for so long as the Stockholders Beneficially Own at least 25% Purchaser (together with its Affiliates) has Beneficial Ownership of the outstanding a number of shares of Common Stock not less than the Closing Shares (on a Fully Diluted Basis)as adjusted for any stock splits, stock dividends, recapitalizations or similar transactions) and (ii) three Stockholder there does not exist a Material Breach (each, a “Termination Event”), the Purchaser shall have the right to designate to the Board of Directors for so long one individual; provided, however, that such individual must (A) be qualified to serve as the Stockholders Beneficially Own at least 20% but less than 25% a member of the outstanding shares Board of Common Stock Directors under all applicable legal, regulatory and stock exchange requirements and (on a Fully Diluted Basis), (iiiB) two Stockholder Directors for so long as the Stockholders Beneficially Own at least 15% but less than 20% agree to comply with all of the outstanding shares of Common Stock Company’s policies and rules applicable to the Company’s directors (on a Fully Diluted Basis)clauses (A) and (B) together, or (iv) one Stockholder the “Director for so long as the Stockholders Beneficially Own at least 5% but less than 15% of the outstanding shares of Common Stock (on a Fully Diluted BasisRequirements”). (c) Each Prior to designating any director, the Purchaser shall, to the extent requested in writing by the Company, enter into a written agreement with such director whereby such director agrees to resign as a member of ▇▇the Board of Directors upon a Termination Event or at the Purchaser’s request, as applicable. ▇▇▇▇▇ The Purchaser acknowledges and agrees that such an agreement is in the best interest of the Company and the Stockholders Purchaser, and that the Company shall vote all Restricted Securities Beneficially Owned by him or it, as be a third-party beneficiary of the case may be, to causeterms and conditions of such an agreement, and the parties hereto each Company shall otherwise use its best efforts have the right to cause, there to be (i) four ▇▇▇▇▇ Directors for so long as ▇▇. ▇▇▇▇▇ Beneficially Owns at least 25% enforce the rights of the outstanding shares Purchaser under such an agreement to the extent such rights arise as a result of Common Stock (on a Fully Diluted Basis), (ii) three ▇▇▇▇▇ Directors for so long as ▇▇. ▇▇▇▇▇ Beneficially Owns at least 20% but less than 25% of the outstanding shares of Common Stock (on a Fully Diluted Basis), (iii) two ▇▇▇▇▇ Directors for so long as ▇▇. ▇▇▇▇▇ Beneficially Owns at least 15% but less than 20% of the outstanding shares of Common Stock (on a Fully Diluted Basis), or (iv) one ▇▇▇▇▇ Director for so long as ▇▇. ▇▇▇▇▇ Beneficially Owns at least 5% but less than 15% of the outstanding shares of Common Stock (on a Fully Diluted Basis)Termination Event. (d) ▇▇. ▇▇▇▇▇ shall cause holders of Class A Common Stock to exercise their rights to elect Class A Directors in order to effectuate, to the extent necessary, the provisions contained in this Section 2.01; provided, however, notwithstanding anything contained in this Section 2.01 to the contrary, for For so long as any shares of Class A Common Stock are outstanding and the Purchaser is entitled to elect Class A Directorsdesignate any individual to the Board of Directors pursuant to this Section 5.4 and subject to the Director Requirements, holders the Company shall take all action reasonably available to it to cause such individual (or any replacement designated by the Purchaser) to be included in the slate of shares nominees recommended by the Board of Class A Common Stock Directors to the Company’s stockholders for election as directors at each annual meeting of the stockholders of the Company (and/or in connection with any election by written consent) and the Company shall use the same efforts to cause the election of such nominee as it uses to cause other nominees recommended by the Board of Directors to be elected, including soliciting proxies in favor of the election of such nominee. (e) In the event that a vacancy is created at any time by the death, disability, retirement, resignation or removal (with or without cause) of a director nominated or designated pursuant to this Section 5.4, or in the event of the failure of any such nominee to be elected, the Purchaser shall have the sole right to designate a replacement who satisfies the Director Requirements to fill such vacancy, or, if applicable, the Company shall take all necessary action to expand the board by one seat and such vacancy shall then be filled by such replacement designated by the Purchaser. The Company shall take all action reasonably available to it to cause such vacancy to be filled by the replacement so designated, and the Board of Directors shall promptly elect Class A such designee to the Board of Directors.