Common use of Board Representation Clause in Contracts

Board Representation. (a) From and after the Closing Date until a Board Right Termination Event occurs (the “Board Right Period”), the Shareholder shall have the right (but not the obligation), upon written notice to the Company, to designate one individual to serve on the Board (the “Shareholder Designee”); provided, however, that such Shareholder Designee shall satisfy the applicable requirements set forth in Section 3.1(b); provided, further, that if a Board Right Termination Event occurs, the Shareholder shall promptly cause the Shareholder Designee, if any, then serving on the Board to resign, effective immediately, from the Board and from any committees or subcommittees thereof to which the Shareholder Designee is then appointed or on which he or she is then serving, and the right of the Shareholder to designate a Shareholder Designee shall terminate. (b) Notwithstanding anything to the contrary set forth in this Agreement, any Shareholder Designee designated by the Shareholder pursuant to Section 3.1(a) (i) shall be resident in Ireland for so long as such Shareholder Designee serves as a Director; (ii) shall qualify as an “independent director” under applicable provisions of the Exchange Act and under applicable NASDAQ rules and regulations, or the applicable rules and regulations of the principal securities exchange on which the Ordinary Shares are then listed; (iii) would not, at the time of such designation, be required to disclose any information pursuant to Item 2(d) or (e) of Schedule 13D (as in effect on the date of this Agreement) if such Shareholder Designee were the “person filing” such Schedule 13D; (iv) shall not, at the time of such designation, be prohibited or disqualified 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 the Companies Acts; and (v) shall, in the good faith judgment of the Nominating and Corporate Governance Committee of the Board (the “Nominating Committee”), satisfy the requirements set forth in the Company’s Organizational Documents and Corporate Governance Guidelines (as in effect from time to time), in each case as are applicable to all non-employee Directors generally. The Shareholder Designee shall, upon appointment or election, as the case may be, to the Board, execute such agreements as are required to be executed by all non-employee Directors generally and shall otherwise abide by the provisions of all codes and policies of the Company that are applicable to all non-employee Directors generally, including, as applicable, the Company’s ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Policy, policies requiring the pre-clearance of all securities trading activity, the Company’s Code of Conduct and the Company’s stock ownership policy. (c) During the Board Right Period, the Company shall use reasonable endeavors to procure, (i) at the next scheduled meeting of the Board, which shall be validly noticed, the appointment of the Shareholder Designee to the Board; and (ii) thereafter, at each annual general meeting of shareholders of the Company occurring during the Board Right Period at which the term of the Shareholder Designee will expire in accordance with the Company’s Organizational Documents (whether by rotation or otherwise), the election or re-election, as the case may be, of the applicable Shareholder Designee to the Board, including by (A) nominating such Shareholder Designee for election to serve as a Director as provided in this Agreement, (B) subject to compliance by the Shareholder with Section 3.1(f), including such nomination and other required information regarding such Shareholder Designee in the Company’s proxy materials for such meeting of shareholders and (C) soliciting or causing the solicitation of proxies in favor of the election of such Shareholder Designee as a Director, in the case of each of clauses (i) and (ii), for a term expiring at the next annual general meeting of shareholders at which members of the class of Directors to which the Shareholder Designee belongs are to be elected or re-elected, as the case may be, or until such Shareholder Designee’s successor shall have been elected and qualified, or at such earlier time, if any, as such Shareholder Designee may resign, retire, die or be removed (for any reason) as a Director. (d) Notwithstanding the foregoing, the Company shall not be obligated to procure the appointment of any individual to the Board pursuant to Section 3.1(c)(i) or to procure the election or re-election of any individual pursuant to Section 3.1(c)(ii) if such individual shall have previously been designated by the Shareholder pursuant to Section 3.1(a) and nominated by the Company for election or re-election, as the case may be, as a Director as provided in Section 3.1(c)(ii) (and provided that the Company shall have complied with its obligations set forth in Section 3.1(c)(ii) in respect thereof), and, following the vote of shareholders at the annual general meeting of shareholders, shall have failed to be elected or re-elected, as the case may be, as a Director by the requisite vote of the Company’s shareholders. (e) In furtherance of, and not in limitation to, the Shareholder’s rights in this Section 3.1, during the Board Right Period, (i) the Shareholder shall have the right (but not the obligation), upon written notice to the Company as provided in Section 3.1(a), to designate a Shareholder Designee to replace any Shareholder Designee who shall have resigned, retired, died or been removed from office (for any reason) or who, following the voting of shareholders at a meeting of shareholders of the Company shall have failed to be elected or re-elected, as the case may be, by the requisite vote of the Company’s shareholders; and (ii) the provisions of Sections 3.1(c) and 3.1(d) shall apply to, and the Company shall comply with its obligations contained therein in respect of, any such replacement Shareholder Designee. (f) Not less than one hundred twenty (120) days prior to the anniversary of the prior year’s annual general meeting of shareholders of the Company occurring during the Board Right Period at which members of the class of Directors to which the Shareholder Designee belongs are to be elected, the Shareholder shall (i) notify the Company in writing of the name of the Shareholder Designee to be nominated for election at such meeting and (ii) provide, or cause such Shareholder Designee to provide, to the Company, all information concerning such Shareholder Designee and his or her nomination to be elected as a Director at such meeting as shall reasonably be required to (A) comply with applicable securities laws, the rules of NASDAQ or any other stock exchange on which securities of the Company are then quoted or listed for trading and the Companies Acts and (B) enable the Nominating Committee to make determinations with respect to such Shareholder Designee’s satisfaction of the requirements set forth in Section 3.1(b)(v); provided that the Nominating Committee shall make such determinations as promptly as practicable following receipt by the Company of the notification and information contemplated in clauses (i) and (ii) of this Section 3.1(f) and shall promptly provide the Shareholder with written notice if the Nominating Committee determines that such Shareholder Designee does not satisfy such requirements (together with a reasonably detailed description of the basis on which the Nominating Committee shall have made such determination). (g) During the Board Right Period, the Company agrees that any Shareholder Designee serving as a Director shall be entitled to the same 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 such Shareholder Designee’s term of office, and with respect to indemnification arrangements, directors and officers insurance coverage and other similar protections and expense reimbursement. (h) Notwithstanding anything in this Section 3.1 to the contrary, (i) the Company will not be obligated to take any action in respect of any Shareholder Designee pursuant to Sections 3.1(c)(ii) if the Shareholder shall have failed, in any material respect, to provide, or cause to be provided, the notice and information required by clauses (i) and (ii) of Section 3.1(f); and (ii) in the event that a breach of Article IV or Article V by the Shareholder Parent or the Shareholder shall have occurred and be continuing, in addition to any other remedies that the Company may have, the Shareholder’s right to designate a Shareholder Designee shall be suspended; provided, however, that such right shall be reinstated and become effective from and after the date on which any such default shall have been cured or remedied until a Board Right Termination Event occurs. (i) During the Board Right Period and except as required by applicable law, the Company shall not take any action to cause the removal (without cause) of a Shareholder Designee serving as a Director. The Shareholder shall cause the Shareholder Designee to resign or, if reasonably sufficient, recuse himself or herself any time the presence of such individual as a Shareholder Designee on the Board shall, in the reasonable judgment of the Board, reasonably be likely to violate applicable law or otherwise compromise the Board’s exercise of its fiduciary duties.

Board Representation. (a) From For as long as JD holds no less than twelve and after half percent (12.5%) of the Closing Date until then issued and outstanding share capital of the Company, on a fully diluted basis, JD shall be entitled to designate one (1) director to the Board Right Termination Event occurs (such director, or such other individual who may be designated by JD from time to time, the “Board Right PeriodJD Director”), and the Shareholder shall have the right (but not the obligation), upon written notice to the Company, to designate one individual to serve on the Board (the “Shareholder Designee”); provided, however, that such Shareholder Designee shall satisfy the applicable requirements set forth in Section 3.1(b); provided, further, that if a Board Right Termination Event occurs, the Shareholder Company shall promptly cause the Shareholder Designee, if any, then serving on the Board to resign, effective immediately, from the Board and from any committees appointment or subcommittees thereof to which the Shareholder Designee is then appointed or on which he or she is then serving, and the right of the Shareholder to designate a Shareholder Designee shall terminate. (b) Notwithstanding anything to the contrary set forth in this Agreement, any Shareholder Designee designated by the Shareholder pursuant to Section 3.1(a) (i) shall be resident in Ireland for so long as such Shareholder Designee serves as a Director; (ii) shall qualify as an “independent director” under applicable provisions of the Exchange Act and under applicable NASDAQ rules and regulations, or the applicable rules and regulations of the principal securities exchange on which the Ordinary Shares are then listed; (iii) would not, at the time election of such designation, be required to disclose any information pursuant to Item 2(d) or (e) of Schedule 13D (as in effect on the date of this Agreement) if such Shareholder Designee were the “person filing” such Schedule 13D; (iv) shall not, at the time of such designation, be prohibited or disqualified 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 the Companies Acts; and (v) shall, in the good faith judgment of the Nominating and Corporate Governance Committee of the Board (the “Nominating Committee”), satisfy the requirements set forth in the Company’s Organizational Documents and Corporate Governance Guidelines (as in effect from time to time), in each case as are applicable to all non-employee Directors generally. The Shareholder Designee shall, upon appointment or election, as the case may be, JD Director to the Board, execute such agreements as are required to be executed by all non-employee Directors generally and shall otherwise abide by the provisions of all codes and policies including, convening a meeting of the Company that are applicable Board pursuant to all non-employee Directors generallythe Memorandum and Articles and appointing such JD Director to the Board, including, as applicable, and in the Company’s ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Policy, policies requiring the pre-clearance case of all securities trading activity, the Company’s Code of Conduct and the Company’s stock ownership policy. (c) During the Board Right Period, the Company shall use reasonable endeavors to procurean election, (i) at the next scheduled meeting of the Boardnominating such individual to be elected as a director as provided herein, which shall be validly noticed, the appointment of the Shareholder Designee to the Board; and (ii) thereafter, at each annual general recommending to the Shareholders the election of such JD Director to the Board in any meeting of shareholders of the Company occurring during the Board Right Period at which the term of the Shareholder Designee will expire in accordance with the Company’s Organizational Documents (whether by rotation or otherwise), the election or re-election, as the case may be, of the applicable Shareholder Designee Shareholders to the Boardelect directors, including by (A) nominating such Shareholder Designee for election to serve as a Director as provided in this Agreement, (B) subject to compliance by the Shareholder with Section 3.1(f), including such nomination and other required information regarding such Shareholder Designee in the Company’s proxy materials for such meeting of shareholders and (C) soliciting or causing the solicitation of proxies in favor of the election of such Shareholder Designee as a the JD Director, (iii) including such nomination and recommendation regarding such individual in the case Company’s notice for any meeting of each of clauses (i) Shareholders to elect directors, and (ii)iv) if necessary, for a term expiring at expanding the next annual general meeting of shareholders at which members size of the class of Directors Board in order to which appoint the Shareholder Designee belongs are to be elected or re-elected, as the case may be, or until such Shareholder Designee’s successor shall have been elected and qualified, or at such earlier time, if any, as such Shareholder Designee may resign, retire, die or be removed (for any reason) as a JD Director. (db) Notwithstanding In the foregoingevent of the death, disability, retirement or resignation of the JD Director (or any other vacancy created by removal thereof), JD shall have the exclusive right to designate a replacement to fill such vacancy and serve on the Board, and the Company shall promptly cause the appointment or election of such individual to the Board (who shall, following such appointment or election, be the JD Director for purposes of this Agreement). (c) At any meeting of the Board or any annual general or other meeting of the Shareholders that may be held from time to time at which the JD Director is up for re-appointment to the Board, the Company shall not be obligated cause the Board to procure re-appoint the appointment of any individual JD Director to serve on the Board and shall use best efforts to ensure that the JD Director is re-appointed by the Shareholders to the Board pursuant to Section 3.1(c)(i) or to procure the election or re-election of any individual pursuant to Section 3.1(c)(ii) if such individual shall have previously been designated by the Shareholder pursuant to Section 3.1(a) and nominated by the Company for election or re-election, as the case may be, as a Director as provided in Section 3.1(c)(ii) (and provided that the Company shall have complied with its obligations set forth in Section 3.1(c)(ii) in respect thereof), and, following the vote of shareholders at the annual general meeting of shareholders, shall have failed to be elected or re-elected, as the case may be, as a Director by the requisite vote terms of the Company’s shareholders. (e) In furtherance of, Memorandum and not in limitation to, the Shareholder’s rights in this Section 3.1, during the Board Right Period, (i) the Shareholder shall have the right (but not the obligation), upon written notice to the Company as provided in Section 3.1(a), to designate a Shareholder Designee to replace Articles and any Shareholder Designee who shall have resigned, retired, died or been removed from office (for any reason) or who, following the voting of shareholders at a meeting of shareholders of the Company shall have failed to be elected or re-elected, as the case may be, by the requisite vote of the Company’s shareholders; and (ii) the provisions of Sections 3.1(c) and 3.1(d) shall apply to, and the Company shall comply with its obligations contained therein in respect of, any such replacement Shareholder Designee. (f) Not less than one hundred twenty (120) days prior to the anniversary of the prior year’s annual general meeting of shareholders of the Company occurring during the Board Right Period at which members of the class of Directors to which the Shareholder Designee belongs are to be elected, the Shareholder shall (i) notify the Company in writing of the name of the Shareholder Designee to be nominated for election at such meeting and (ii) provide, or cause such Shareholder Designee to provide, to the Company, all information concerning such Shareholder Designee and his or her nomination to be elected as a Director at such meeting as shall reasonably be required to (A) comply with applicable securities laws, the rules of NASDAQ or any other stock exchange on which securities of the Company are then quoted or listed for trading and the Companies Acts and (B) enable the Nominating Committee to make determinations with respect to such Shareholder Designee’s satisfaction of the requirements set forth in Section 3.1(b)(v); provided that the Nominating Committee shall make such determinations as promptly as practicable following receipt by the Company of the notification and information contemplated in clauses (i) and (ii) of this Section 3.1(f) and shall promptly provide the Shareholder with written notice if the Nominating Committee determines that such Shareholder Designee does not satisfy such requirements (together with a reasonably detailed description of the basis on which the Nominating Committee shall have made such determination). (g) During the Board Right Period, the Applicable Law. The Company agrees that any Shareholder Designee serving as a Director shall be entitled to the same 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 such Shareholder Designee’s term of office, and with respect to indemnification arrangements, directors and officers insurance coverage and other similar protections and expense reimbursement. (h) Notwithstanding anything in this Section 3.1 to the contrary, (i) the Company will not be obligated to take any action in respect of any Shareholder Designee pursuant to Sections 3.1(c)(ii) if the Shareholder shall have failed, in any material respect, to provide, or cause to be provided, the notice and information required by clauses (i) and (ii) of Section 3.1(f); and (ii) in the event that a breach of Article IV or Article V by the Shareholder Parent or the Shareholder shall have occurred and be continuing, in addition to any other remedies that the Company may have, the Shareholder’s right to designate a Shareholder Designee shall be suspended; provided, however, that such right shall be reinstated and become effective from and after the date on which any such default shall have been cured or remedied until a Board Right Termination Event occurs. (i) During the Board Right Period and except as required by applicable law, the Company it shall not take any action to cause action, in favor of the removal (without cause) of the JD Director unless such removal shall be for Cause. Removal for “Cause” shall mean removal of a Shareholder Designee serving as a Director. The Shareholder shall cause the Shareholder Designee to resign or, if reasonably sufficient, recuse himself or herself any time the presence director because of such individual as a Shareholder Designee on director’s (i) willful misconduct that is materially injurious, monetarily or otherwise, to the Board shall, in the reasonable judgment of the Board, reasonably be likely to violate applicable law Company or otherwise compromise the Board’s exercise any of its fiduciary dutiesSubsidiaries, (ii) conviction for, or guilty plea to, a felony or a crime involving moral turpitude, or (iii) abuse of illegal drugs or other controlled substances or habitual intoxication.

Board Representation. (a) From and after Until the Closing Date until a Board Right occurrence of an Investor Rights Termination Event occurs Event, (the “Board Right Period”), the Shareholder i) there shall have the right be five (but not the obligation), upon written notice to 5) directors of the Company, except as otherwise agreed to designate one by Phoenix and the Required Holders or as provided in the Certificate of Designation; and (ii) Phoenix shall be entitled to nominate two (2) individual directors or director nominees to serve on as directors and the Board Required Holders shall be entitled to nominate one (1) individual director or director nominee, who shall be independent under applicable Nasdaq and SEC rules, to serve as a director, as provided in the Certificate of Designation (collectively, the “Shareholder DesigneeSeries B Preferred Directors”); provided, however, that such Shareholder Designee shall satisfy the applicable requirements set forth in Section 3.1(b); provided, further, that if a Board Right Termination Event occurs, the Shareholder shall promptly cause the Shareholder Designee, if any, then serving on the Board to resign, effective immediately, from the Board and from any committees or subcommittees thereof to which the Shareholder Designee is then appointed or on which he or she is then serving, and the right of the Shareholder to designate a Shareholder Designee shall terminate. (b) Notwithstanding anything Until the occurrence of an Investor Rights Termination Event, at each Company Stockholders’ Meeting, or upon the taking of a written consent of stockholders for such purpose: (a) the holders of the Series B Preferred Stock shall have the right, voting separately as a class (to the contrary set forth exclusion of all other classes or series of the Company’s capital stock), to elect the Series B Preferred Directors, as provided in this Agreementthe Certificate of Designation, any Shareholder Designee designated and (b) the remaining two (2) directors of the Company, each of whom shall be independent under applicable Nasdaq and SEC rules, shall be elected by the Shareholder pursuant to Section 3.1(a) (i) shall be resident in Ireland for so long as such Shareholder Designee serves holders of Voting Securities, voting together as a Director; (ii) shall qualify as single class on an “independent director” under applicable provisions of the Exchange Act and under applicable NASDAQ rules and regulations, or the applicable rules and regulations of the principal securities exchange on which the Ordinary Shares are then listed; (iii) would not, at the time of such designation, be required as-converted to disclose any information pursuant to Item 2(d) or (e) of Schedule 13D (as in effect on the date of this Agreement) if such Shareholder Designee were the “person filing” such Schedule 13D; (iv) shall not, at the time of such designation, be prohibited or disqualified 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 the Companies Acts; and (v) shall, in the good faith judgment of the Nominating and Corporate Governance Committee of the Board Common Stock basis (the “Nominating CommitteeRemaining Directors”), satisfy the requirements set forth in the Company’s Organizational Documents and Corporate Governance Guidelines (as in effect from time to time), in each case as are applicable to all non-employee Directors generally. The Shareholder Designee shall, upon appointment or election, as the case may be, to the Board, execute such agreements as are required to be executed by all non-employee Directors generally and shall otherwise abide by the provisions of all codes and policies of the Company that are applicable to all non-employee Directors generally, including, as applicable, the Company’s ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Policy, policies requiring the pre-clearance of all securities trading activity, the Company’s Code of Conduct and the Company’s stock ownership policy. (c) During Any Series B Preferred Director elected pursuant to Section 2 of the Board Right PeriodCertificate of Designation may be removed at any time, with or without cause by, and only by, the Company shall use reasonable endeavors to procureaffirmative vote, (i) given at the next scheduled a meeting of the Board, which shall be validly noticed, the appointment of the Shareholder Designee to the Board; and (ii) thereafter, at each annual general meeting of shareholders of the Company occurring during the Board Right Period at which the term of the Shareholder Designee will expire in accordance with the Company’s Organizational Documents (whether or by rotation or otherwise), the election or re-election, as the case may bewritten consent, of the applicable Shareholder Designee to holder(s) who designated or nominated such director. The Remaining Directors may be removed at any time, with or without cause by the Boardaffirmative vote, including given at a meeting or by (A) nominating such Shareholder Designee for election to serve written consent, of the holders of the Voting Securities, voting together as a Director as provided in this Agreement, (B) subject single class on an as-converted to compliance by the Shareholder with Section 3.1(f), including such nomination and other required information regarding such Shareholder Designee in the Company’s proxy materials for such meeting of shareholders and (C) soliciting or causing the solicitation of proxies in favor of the election of such Shareholder Designee as a Director, in the case of each of clauses (i) and (ii), for a term expiring at the next annual general meeting of shareholders at which members of the class of Directors to which the Shareholder Designee belongs are to be elected or re-elected, as the case may be, or until such Shareholder Designee’s successor shall have been elected and qualified, or at such earlier time, if any, as such Shareholder Designee may resign, retire, die or be removed (for any reason) as a DirectorCommon Stock basis. (d) Notwithstanding the foregoing, the Company shall not be obligated to procure the appointment of any individual to the Board pursuant to Section 3.1(c)(i) or to procure the election or re-election of any individual pursuant to Section 3.1(c)(ii) if such individual shall have previously been designated by the Shareholder pursuant to Section 3.1(a) and nominated by the Company for election or re-election, as the case may be, as a Director as provided in Section 3.1(c)(ii) (and provided that the Company shall have complied with its obligations set forth in Section 3.1(c)(ii) in respect thereof), and, following the vote of shareholders at the annual general meeting of shareholders, shall have failed to be elected or re-elected, as the case may be, as a Director by the requisite vote of the Company’s shareholders. (e) In furtherance of, and not in limitation to, the Shareholder’s rights in this Section 3.1, during the Board Right Period, (i) the Shareholder shall have the right (but not the obligation), upon written notice to the Company as provided in Section 3.1(a), to designate a Shareholder Designee to replace any Shareholder Designee who shall have resigned, retired, died or been removed from office (for any reason) or who, following the voting of shareholders at a meeting of shareholders of the Company shall have failed to be elected or re-elected, as the case may be, by the requisite vote of the Company’s shareholders; and (ii) the provisions of Sections 3.1(c) and 3.1(d) shall apply to, and the Company shall comply with its obligations contained therein in respect of, any such replacement Shareholder Designee. (f) Not less than one hundred twenty (120) days prior to the anniversary of the prior year’s annual general meeting of shareholders of the Company occurring during the Board Right Period at which members of the class of The Series B Preferred Directors to which the Shareholder Designee belongs are to be elected, the Shareholder shall (i) notify the Company in writing of the name of the Shareholder Designee to be nominated for election at such meeting and (ii) provide, or cause such Shareholder Designee to provide, to the Company, all information concerning such Shareholder Designee and his or her nomination to be elected as a Director at such meeting as shall reasonably be required to (A) comply with applicable securities laws, the rules of NASDAQ or any other stock exchange on which securities of the Company are then quoted or listed for trading and the Companies Acts and (B) enable the Nominating Committee to make determinations with respect to such Shareholder Designee’s satisfaction of the requirements set forth in Section 3.1(b)(v); provided that the Nominating Committee shall make such determinations as promptly as practicable following receipt by the Company of the notification and information contemplated in clauses (i) and (ii) of this Section 3.1(f) and shall promptly provide the Shareholder with written notice if the Nominating Committee determines that such Shareholder Designee does not satisfy such requirements (together with a reasonably detailed description of the basis on which the Nominating Committee shall have made such determination). (g) During the Board Right Period, the Company agrees that any Shareholder Designee serving as a Director shall be entitled to reimbursement from the same rightsCompany for all costs and expenses in attending any meetings of the Board or any committee thereof, privileges as provided in the Certificate of Designation. The Company shall notify the Series B Preferred Directors of all regular and compensation applicable special meetings of the Board and any committee of the Board of which any of the Series B Preferred Directors is a member. The Company shall provide the Series B Preferred Directors with copies of all notices, minutes, consents and other materials provided to all other non-employee Directors generally or to which all members of the Board concurrently as such non-employee Directors materials are entitled, including any rights with respect to such Shareholder Designee’s term of office, and with respect to indemnification arrangements, directors and officers insurance coverage and other similar protections and expense reimbursement. (h) Notwithstanding anything in this Section 3.1 provided to the contrary, (i) the Company will not be obligated to take any action in respect of any Shareholder Designee pursuant to Sections 3.1(c)(ii) if the Shareholder shall have failed, in any material respect, to provide, or cause to be provided, the notice and information required by clauses (i) and (ii) of Section 3.1(f); and (ii) in the event that a breach of Article IV or Article V by the Shareholder Parent or the Shareholder shall have occurred and be continuing, in addition to any other remedies that the Company may have, the Shareholder’s right to designate a Shareholder Designee shall be suspended; provided, however, that such right shall be reinstated and become effective from and after the date on which any such default shall have been cured or remedied until a Board Right Termination Event occursmembers. (i) During the Board Right Period and except as required by applicable law, the Company shall not take any action to cause the removal (without cause) of a Shareholder Designee serving as a Director. The Shareholder shall cause the Shareholder Designee to resign or, if reasonably sufficient, recuse himself or herself any time the presence of such individual as a Shareholder Designee on the Board shall, in the reasonable judgment of the Board, reasonably be likely to violate applicable law or otherwise compromise the Board’s exercise of its fiduciary duties.

Board Representation. (a) From and after the Closing Date until a Board Right Termination Event occurs and so long as Seller continues to be the beneficial owner of at least ten (10) percent of the issued and outstanding Parent Securities, Parent shall take all necessary actions so that Parent shall nominate one individual selected by Seller pursuant to subsection (b) below (the “"SELLER DIRECTOR") and Parent shall recommend to its stockholders in writing and include such recommendation in all stockholder proxy materials or other communications relating to the election of directors, and shall use all commercially reasonable efforts to ensure, that the Seller Director be elected to Parent's board of directors at any and all meetings of or pursuant to any and all written actions by Parent's stockholders. Parent's obligations hereunder shall terminate to the extent that Seller makes, or in any way participates, directly or indirectly, either individually or as a member of a 13D Group, in any "solicitation" or "proxies" (as such terms are defined in Regulation 14A promulgated under the Securities Exchange Act of 1934) in opposition to the Board Right Period”), the Shareholder shall have the right (but not the obligation)of Directors of Parent. Furthermore, upon written notice the occurrence of any such event, Seller shall cause its designee to the Company, to designate one individual to serve on the Board (the “Shareholder Designee”); provided, however, that such Shareholder Designee shall satisfy the applicable requirements set forth in Section 3.1(b); provided, further, that if a Board Right Termination Event occurs, the Shareholder shall promptly cause the Shareholder Designee, if any, then serving on the Board to resign, effective immediately, resign from the Board and from board of directors of Parent. For purposes of this Section 5.13, "13D GROUP" shall mean any committees group of persons formed for the purpose of acquiring, holding, voting or subcommittees thereof to disposing of Parent Securities which would be required under Section 13(d) of the Shareholder Designee is then appointed or on which he or she is then servingExchange Act, and the right rules and regulations promulgated thereunder, to file a statement on Schedule 13D pursuant to Rule 13d-1(a) of the Shareholder to designate rules and regulations promulgated under the Exchange Act or a Shareholder Designee shall terminate. (b) Notwithstanding anything to Schedule 13G of the contrary set forth in this Agreement, any Shareholder Designee designated by rules and regulations promulgated under the Shareholder Exchange Act pursuant to Section 3.1(aRule 13d-1(c) (i) shall be resident in Ireland for so long as such Shareholder Designee serves of the rules and regulations promulgated under the Exchange Act with the SEC as a Director; (ii"person" within the meaning of Section 13(d)(3) shall qualify as an “independent director” under applicable provisions of the Exchange Act and under applicable NASDAQ rules and regulations, or the applicable rules and regulations of the principal securities exchange on which the Ordinary Shares are then listed; (iii) would not, at the time of such designation, be required to disclose any information pursuant to Item 2(d) or (e) of Schedule 13D (as in effect on the date of this Agreement) if such Shareholder Designee were the “person filing” such Schedule 13D; (iv) shall not, at the time group beneficially owned Parent Securities representing more than 5% of such designation, be prohibited or disqualified 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 the Companies Acts; and (v) shall, in the good faith judgment of the Nominating and Corporate Governance Committee of the Board (the “Nominating Committee”), satisfy the requirements set forth in the Company’s Organizational Documents and Corporate Governance Guidelines (as in effect from time to time), in each case as are applicable to all non-employee Directors generally. The Shareholder Designee shall, upon appointment or election, as the case may be, to the Board, execute such agreements as are required to be executed by all non-employee Directors generally and shall otherwise abide by the provisions of all codes and policies of the Company that are applicable to all non-employee Directors generally, including, as applicable, the Company’s ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Policy, policies requiring the pre-clearance of all securities trading activity, the Company’s Code of Conduct and the Company’s stock ownership policy. (c) During the Board Right Period, the Company shall use reasonable endeavors to procure, (i) at the next scheduled meeting of the Board, which shall be validly noticed, the appointment of the Shareholder Designee to the Board; and (ii) thereafter, at each annual general meeting of shareholders of the Company occurring during the Board Right Period at which the term of the Shareholder Designee will expire in accordance with the Company’s Organizational Documents (whether by rotation or otherwise), the election or re-election, as the case may be, of the applicable Shareholder Designee to the Board, including by (A) nominating such Shareholder Designee for election to serve as a Director as provided in this Agreement, (B) subject to compliance by the Shareholder with Section 3.1(f), including such nomination and other required information regarding such Shareholder Designee in the Company’s proxy materials for such meeting of shareholders and (C) soliciting or causing the solicitation of proxies in favor of the election of such Shareholder Designee as a Director, in the case of each of clauses (i) and (ii), for a term expiring at the next annual general meeting of shareholders at which members of the class of Directors to which the Shareholder Designee belongs are to be elected or re-elected, as the case may be, or until such Shareholder Designee’s successor shall have been elected and qualified, or at such earlier time, if any, as such Shareholder Designee may resign, retire, die or be removed (for any reason) as a DirectorParent Securities then outstanding. (d) Notwithstanding the foregoing, the Company shall not be obligated to procure the appointment of any individual to the Board pursuant to Section 3.1(c)(i) or to procure the election or re-election of any individual pursuant to Section 3.1(c)(ii) if such individual shall have previously been designated by the Shareholder pursuant to Section 3.1(a) and nominated by the Company for election or re-election, as the case may be, as a Director as provided in Section 3.1(c)(ii) (and provided that the Company shall have complied with its obligations set forth in Section 3.1(c)(ii) in respect thereof), and, following the vote of shareholders at the annual general meeting of shareholders, shall have failed to be elected or re-elected, as the case may be, as a Director by the requisite vote of the Company’s shareholders. (e) In furtherance of, and not in limitation to, the Shareholder’s rights in this Section 3.1, during the Board Right Period, (i) the Shareholder shall have the right (but not the obligation), upon written notice to the Company as provided in Section 3.1(a), to designate a Shareholder Designee to replace any Shareholder Designee who shall have resigned, retired, died or been removed from office (for any reason) or who, following the voting of shareholders at a meeting of shareholders of the Company shall have failed to be elected or re-elected, as the case may be, by the requisite vote of the Company’s shareholders; and (ii) the provisions of Sections 3.1(c) and 3.1(d) shall apply to, and the Company shall comply with its obligations contained therein in respect of, any such replacement Shareholder Designee. (f) Not less than one hundred twenty (120) days prior to the anniversary of the prior year’s annual general meeting of shareholders of the Company occurring during the Board Right Period at which members of the class of Directors to which the Shareholder Designee belongs are to be elected, the Shareholder shall (i) notify the Company in writing of the name of the Shareholder Designee to be nominated for election at such meeting and (ii) provide, or cause such Shareholder Designee to provide, to the Company, all information concerning such Shareholder Designee and his or her nomination to be elected as a Director at such meeting as shall reasonably be required to (A) comply with applicable securities laws, the rules of NASDAQ or any other stock exchange on which securities of the Company are then quoted or listed for trading and the Companies Acts and (B) enable the Nominating Committee to make determinations with respect to such Shareholder Designee’s satisfaction of the requirements set forth in Section 3.1(b)(v); provided that the Nominating Committee shall make such determinations as promptly as practicable following receipt by the Company of the notification and information contemplated in clauses (i) and (ii) of this Section 3.1(f) and shall promptly provide the Shareholder with written notice if the Nominating Committee determines that such Shareholder Designee does not satisfy such requirements (together with a reasonably detailed description of the basis on which the Nominating Committee shall have made such determination). (g) During the Board Right Period, the Company agrees that any Shareholder Designee serving as a Director shall be entitled to the same 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 such Shareholder Designee’s term of office, and with respect to indemnification arrangements, directors and officers insurance coverage and other similar protections and expense reimbursement. (h) Notwithstanding anything in this Section 3.1 to the contrary, (i) the Company will not be obligated to take any action in respect of any Shareholder Designee pursuant to Sections 3.1(c)(ii) if the Shareholder shall have failed, in any material respect, to provide, or cause to be provided, the notice and information required by clauses (i) and (ii) of Section 3.1(f); and (ii) in the event that a breach of Article IV or Article V by the Shareholder Parent or the Shareholder shall have occurred and be continuing, in addition to any other remedies that the Company may have, the Shareholder’s right to designate a Shareholder Designee shall be suspended; provided, however, that such right shall be reinstated and become effective from and after the date on which any such default shall have been cured or remedied until a Board Right Termination Event occurs. (i) During the Board Right Period and except as required by applicable law, the Company shall not take any action to cause the removal (without cause) of a Shareholder Designee serving as a Director. The Shareholder shall cause the Shareholder Designee to resign or, if reasonably sufficient, recuse himself or herself any time the presence of such individual as a Shareholder Designee on the Board shall, in the reasonable judgment of the Board, reasonably be likely to violate applicable law or otherwise compromise the Board’s exercise of its fiduciary duties.

Board Representation. (a) From and after the Closing Date until a Board Right Termination Event occurs (Purchasers and/or their Affiliates no longer hold at least 10% of the “Board Right Period”)outstanding Common Stock, the Shareholder Purchasers shall have the right to designate one (but not 1) member of the obligation)Board; from and after the Closing until Purchasers and/or their Affiliates no longer hold at least 15% of the outstanding Common Stock, upon written Purchasers shall have the right to designate a second member of the Board; from and after the Closing until Purchasers and/or their Affiliates no longer hold at least 20% of the outstanding Common Stock, Purchasers shall have the right to designate a third member of the Board; from and after the Closing until Purchasers and/or their Affiliates no longer hold at least 40% of the outstanding Common Stock, Purchasers shall have the right to designate a fourth member of the Board; and from and after the Closing until Purchasers and/or their Affiliates no longer hold at least 50% of the outstanding Common Stock, Purchasers shall have the right to designate a fifth member of the Board (collectively, the “Investor Directors”).The Company shall recommend the election of the Investor Directors at each meeting of shareholders where the election of directors is considered and shall use its best efforts to cause the Investor Directors to be elected and re-elected to the Board. Purchasers shall have the right to remove or replace any of the Investor Directors by giving notice to such Investor Director and the Company, and the Company shall use its best efforts to designate one individual effect the removal or replacement of any such Investor Director. Unless prohibited by applicable law, Investors shall have the right to serve on have two Investor Directors, as determined by Purchasers, be members of each committee of the Board (the “Shareholder Designee”); provided, however, that such Shareholder Designee shall satisfy the applicable requirements set forth in Section 3.1(b); provided, further, that if a Board Right Termination Event occurs, the Shareholder shall promptly cause the Shareholder Designee, if any, then serving on the Board to resign, effective immediately, from the Board and from any committees or subcommittees thereof to which the Shareholder Designee is then appointed or on which he or she is then servingBoard, and the right Company shall use its best efforts to appoint and maintain such Investor Directors on each committee of the Shareholder Board, as requested by Purchasers. Any Investor Director who is not a member of a committee of the Board shall have the right to designate attend all meetings of such committee as a Shareholder Designee shall terminatenon-voting observer. (b) Notwithstanding anything to the contrary set forth in this Agreement, any Shareholder Designee designated by the Shareholder pursuant to Section 3.1(a) (i) shall be resident in Ireland for so long as such Shareholder Designee serves as a Director; (ii) shall qualify as an “independent director” under applicable provisions of the Exchange Act and under applicable NASDAQ rules and regulations, or the applicable rules and regulations of the principal securities exchange on which the Ordinary Shares are then listed; (iii) would not, at the time of such designation, be required to disclose any information pursuant to Item 2(d) or (e) of Schedule 13D (as in effect on the date of this Agreement) if such Shareholder Designee were the “person filing” such Schedule 13D; (iv) shall not, at the time of such designation, be prohibited or disqualified from serving as a director of a public company pursuant Subject to any applicable rule or regulation of the SEC or NASDAQ or pursuant to limitations imposed by applicable law, including the Companies Acts; and (v) shall, in the good faith judgment of the Nominating and Corporate Governance Committee of the Board (the “Nominating Committee”), satisfy the requirements set forth in the Company’s Organizational Documents and Corporate Governance Guidelines (as in effect from time to time), in each case as are applicable to all non-employee Investor Directors generally. The Shareholder Designee shall, upon appointment or election, as the case may be, to the Board, execute such agreements as are required to be executed by all non-employee Directors generally and shall otherwise abide by the provisions of all codes and policies of the Company that are applicable to all non-employee Directors generally, including, as applicable, the Company’s ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Policy, policies requiring the pre-clearance of all securities trading activity, the Company’s Code of Conduct and the Company’s stock ownership policy. (c) During the Board Right Period, the Company shall use reasonable endeavors to procure, (i) at the next scheduled meeting of the Board, which shall be validly noticed, the appointment of the Shareholder Designee to the Board; and (ii) thereafter, at each annual general meeting of shareholders of the Company occurring during the Board Right Period at which the term of the Shareholder Designee will expire in accordance with the Company’s Organizational Documents (whether by rotation or otherwise), the election or re-election, as the case may be, of the applicable Shareholder Designee to the Board, including by (A) nominating such Shareholder Designee for election to serve as a Director as provided in this Agreement, (B) subject to compliance by the Shareholder with Section 3.1(f), including such nomination and other required information regarding such Shareholder Designee in the Company’s proxy materials for such meeting of shareholders and (C) soliciting or causing the solicitation of proxies in favor of the election of such Shareholder Designee as a Director, in the case of each of clauses (i) and (ii), for a term expiring at the next annual general meeting of shareholders at which members of the class of Directors to which the Shareholder Designee belongs are to be elected or re-elected, as the case may be, or until such Shareholder Designee’s successor shall have been elected and qualified, or at such earlier time, if any, as such Shareholder Designee may resign, retire, die or be removed (for any reason) as a Director. (d) Notwithstanding the foregoing, the Company shall not be obligated to procure the appointment of any individual to the Board pursuant to Section 3.1(c)(i) or to procure the election or re-election of any individual pursuant to Section 3.1(c)(ii) if such individual shall have previously been designated by the Shareholder pursuant to Section 3.1(a) and nominated by the Company for election or re-election, as the case may be, as a Director as provided in Section 3.1(c)(ii) (and provided that the Company shall have complied with its obligations set forth in Section 3.1(c)(ii) in respect thereof), and, following the vote of shareholders at the annual general meeting of shareholders, shall have failed to be elected or re-elected, as the case may be, as a Director by the requisite vote of the Company’s shareholders. (e) In furtherance of, and not in limitation to, the Shareholder’s rights in this Section 3.1, during the Board Right Period, (i) the Shareholder shall have the right (but not the obligation), upon written notice to the Company as provided in Section 3.1(a), to designate a Shareholder Designee to replace any Shareholder Designee who shall have resigned, retired, died or been removed from office (for any reason) or who, following the voting of shareholders at a meeting of shareholders of the Company shall have failed to be elected or re-elected, as the case may be, by the requisite vote of the Company’s shareholders; and (ii) the provisions of Sections 3.1(c) and 3.1(d) shall apply to, and the Company shall comply with its obligations contained therein in respect of, any such replacement Shareholder Designee. (f) Not less than one hundred twenty (120) days prior to the anniversary of the prior year’s annual general meeting of shareholders of the Company occurring during the Board Right Period at which members of the class of Directors to which the Shareholder Designee belongs are to be elected, the Shareholder shall (i) notify the Company in writing of the name of the Shareholder Designee to be nominated for election at such meeting and (ii) provide, or cause such Shareholder Designee to provide, to the Company, all information concerning such Shareholder Designee and his or her nomination to be elected as a Director at such meeting as shall reasonably be required to (A) comply with applicable securities laws, the rules of NASDAQ or any other stock exchange on which securities of the Company are then quoted or listed for trading and the Companies Acts and (B) enable the Nominating Committee to make determinations with respect to such Shareholder Designee’s satisfaction of the requirements set forth in Section 3.1(b)(v); provided that the Nominating Committee shall make such determinations as promptly as practicable following receipt by the Company of the notification and information contemplated in clauses (i) and (ii) of this Section 3.1(f) and shall promptly provide the Shareholder with written notice if the Nominating Committee determines that such Shareholder Designee does not satisfy such requirements (together with a reasonably detailed description of the basis on which the Nominating Committee shall have made such determination). (g) During the Board Right Period, the Company agrees that any Shareholder Designee serving as a Director shall be entitled to the same rightsperquisites, privileges including stock options, reimbursement of expenses and compensation applicable to all other similar rights in connection with such person’s membership on the Board, as every other non-employee Directors generally or to which all such non-employee Directors are entitled, including any rights with respect to such Shareholder Designee’s term of office, and with respect to indemnification arrangements, directors and officers insurance coverage and other similar protections and expense reimbursement. (h) Notwithstanding anything in this Section 3.1 to the contrary, (i) the Company will not be obligated to take any action in respect of any Shareholder Designee pursuant to Sections 3.1(c)(ii) if the Shareholder shall have failed, in any material respect, to provide, or cause to be provided, the notice and information required by clauses (i) and (ii) of Section 3.1(f); and (ii) in the event that a breach of Article IV or Article V by the Shareholder Parent or the Shareholder shall have occurred and be continuing, in addition to any other remedies that the Company may have, the Shareholder’s right to designate a Shareholder Designee shall be suspended; provided, however, that such right shall be reinstated and become effective from and after the date on which any such default shall have been cured or remedied until a Board Right Termination Event occurs. (i) During the Board Right Period and except as required by applicable law, the Company shall not take any action to cause the removal (without cause) of a Shareholder Designee serving as a Director. The Shareholder shall cause the Shareholder Designee to resign or, if reasonably sufficient, recuse himself or herself any time the presence of such individual as a Shareholder Designee on the Board shall, in the reasonable judgment member of the Board, reasonably be likely to violate applicable law or otherwise compromise the Board’s exercise of its fiduciary duties.

Board Representation. (a) From and after Simultaneously with the Closing Date until a Board Right Termination Event occurs (the “Board Right Period”)Date, the Shareholder shall have the right (but not the obligation), upon written notice to the Company, to designate one individual to serve on the Board (the “Shareholder Designee”); provided, however, that such Shareholder Designee shall satisfy the applicable requirements set forth in Section 3.1(b); provided, further, that if a Board Right Termination Event occurs, the Shareholder shall promptly cause the Shareholder Designee, if any, then serving on the Board to resign, effective immediately, Stanley F. Zuk and Gregory Horne will resign from the Board and from any committees or subcommittees thereof to which the Shareholder Designee is then appointed or on which he or she is then serving, and the right of the Shareholder to designate a Shareholder Designee shall terminate. (b) Notwithstanding anything to the contrary set forth in this Agreement, any Shareholder Designee designated by the Shareholder pursuant to Section 3.1(a) (i) shall be resident in Ireland for so long their positions as such Shareholder Designee serves as a Director; (ii) shall qualify as an “independent director” under applicable provisions of the Exchange Act and under applicable NASDAQ rules and regulations, or the applicable rules and regulations of the principal securities exchange on which the Ordinary Shares are then listed; (iii) would not, at the time of such designation, be required to disclose any information pursuant to Item 2(d) or (e) of Schedule 13D (as in effect on the date of this Agreement) if such Shareholder Designee were the “person filing” such Schedule 13D; (iv) shall not, at the time of such designation, be prohibited or disqualified 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 the Companies Acts; and (v) shall, in the good faith judgment of the Nominating and Corporate Governance Committee of the Board (the “Nominating Committee”), satisfy the requirements set forth in the Company’s Organizational Documents and Corporate Governance Guidelines (as in effect from time to time), in each case as are applicable to all non-employee Directors generally. The Shareholder Designee shall, upon appointment or election, as the case may be, to the Board, execute such agreements as are required to be executed by all non-employee Directors generally and shall otherwise abide by the provisions of all codes and policies of the Company that are applicable to all non-employee Directors generally, including, as applicable, the Company’s mem▇▇▇▇ ▇▇ ▇▇▇ ▇▇ard o▇ ▇▇▇▇▇▇▇ Policy, policies requiring the pre-clearance ▇▇▇. The remaining members of all securities trading activity, the Company’s Code of Conduct and the Company’s stock ownership policy. (c) During the Board Right Period, of Directors shall cause three individuals designated by the Company shall use reasonable endeavors Purchasers to procure, (i) at the next scheduled meeting of the Board, which shall be validly noticed, the appointment of the Shareholder Designee to the Board; and (ii) thereafter, at each annual general meeting of shareholders of the Company occurring during the Board Right Period at which the term of the Shareholder Designee will expire in accordance with the Company’s Organizational Documents (whether by rotation or otherwise), the election or re-election, as the case may be, of the applicable Shareholder Designee to the Board, including by (A) nominating such Shareholder Designee nominated for election to serve as a Director as provided in this Agreement, (B) subject to compliance by the Shareholder with Section 3.1(f), including such nomination and other required information regarding such Shareholder Designee in Board of Directors of the Company’s proxy materials for such meeting of shareholders , and (C) soliciting or causing the solicitation of proxies in favor of shall use their best efforts to cause the election to the Board of Directors of such Shareholder Designee as a Directornominees, in to serve until the case conclusion of each of clauses (i) and (ii), for a term expiring at the next annual general meeting of shareholders at which stockholders of the Company in accordance with the Bylaws of the Company. The members of the class Board of Directors shall also adopt a corporate resolution fixing the size of the Board at six members and agreeing not to which increase the Shareholder Designee belongs are to be elected or re-elected, as size until after the case may be, or until such Shareholder Designee’s successor shall have been elected and qualified, or at such earlier time, if any, as such Shareholder Designee may resign, retire, die or be removed (for any reason) as a Director. (d) Notwithstanding the foregoing, the annual meeting of stockholders. The Company shall not be obligated to procure pay the appointment reasonable amount of any individual out-of-pocket expenses of the Purchasers' designees in attending such board or committee meetings in accordance with its ordinary and usual policies for the reimbursement of the expenses of non-employee directors. Notwithstanding anything to the Board pursuant to Section 3.1(c)(i) or to procure the election or re-election of any individual pursuant to Section 3.1(c)(ii) if such individual shall have previously been contrary contained in this section, a director designated by the Shareholder pursuant Purchasers shall be subject to Section 3.1(a) and nominated the approval of the Company's management, which shall not unreasonably be withheld. Promptly after first proposing a candidate, the Purchasers shall furnish to the Company such information as may be requested by the Company for election or re-election, as the case may be, as a Director as provided in Section 3.1(c)(ii) (and provided that the Company shall have complied with its obligations set forth in Section 3.1(c)(ii) in respect thereof), and, following the vote of shareholders at the annual general meeting of shareholders, shall have failed to be elected or re-elected, as the case may be, as a Director by the requisite vote of the Company’s shareholders. (e) In furtherance of, and not in limitation to, the Shareholder’s rights in this Section 3.1, during the Board Right Period, about such designee (i) the Shareholder shall have the right (but not the obligation), upon written notice to the Company as provided in Section 3.1(a), to designate a Shareholder Designee to replace any Shareholder Designee who shall have resigned, retired, died or been removed from office (for any reason) or who, following the voting of shareholders at a meeting of shareholders of the Company shall have failed that is required to be elected included in a Registration Statement under the Securities Act or re-elected, as a Proxy Statement under the case may be, by the requisite vote of the Company’s shareholders; Exchange Act and (ii) the provisions of Sections 3.1(c) and 3.1(d) shall apply to, and the Company shall comply with its obligations contained therein in respect of, any such replacement Shareholder Designee. (f) Not less than one hundred twenty (120) days prior to the anniversary of the prior year’s annual general meeting of shareholders of the Company occurring during the Board Right Period at which members of the class of Directors to which the Shareholder Designee belongs are to be elected, the Shareholder shall (i) notify the Company in writing of the name of the Shareholder Designee to be nominated for election at such meeting and (ii) provide, or cause such Shareholder Designee to provide, to the Company, all information concerning such Shareholder Designee and his or her nomination to be elected as a Director at such meeting as shall reasonably that would be required to (A) comply with applicable securities laws, be included in a Schedule 13D under the rules of NASDAQ or any other stock exchange on which securities of Exchange Act by Item 2 thereof if filed by the Company are then quoted or listed for trading and the Companies Acts and (B) enable the Nominating Committee to make determinations candidate with respect to such Shareholder Designee’s satisfaction ownership of the requirements set forth in Section 3.1(b)(v); provided that the Nominating Committee shall make such determinations as promptly as practicable following receipt by the Company of the notification and information contemplated in clauses (i) and (ii) of this Section 3.1(f) and shall promptly provide the Shareholder with written notice if the Nominating Committee determines that such Shareholder Designee does not satisfy such requirements (together with a reasonably detailed description of the basis on which the Nominating Committee shall have made such determination)Company's securities. (g) During the Board Right Period, the Company agrees that any Shareholder Designee serving as a Director shall be entitled to the same 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 such Shareholder Designee’s term of office, and with respect to indemnification arrangements, directors and officers insurance coverage and other similar protections and expense reimbursement. (h) Notwithstanding anything in this Section 3.1 to the contrary, (i) the Company will not be obligated to take any action in respect of any Shareholder Designee pursuant to Sections 3.1(c)(ii) if the Shareholder shall have failed, in any material respect, to provide, or cause to be provided, the notice and information required by clauses (i) and (ii) of Section 3.1(f); and (ii) in the event that a breach of Article IV or Article V by the Shareholder Parent or the Shareholder shall have occurred and be continuing, in addition to any other remedies that the Company may have, the Shareholder’s right to designate a Shareholder Designee shall be suspended; provided, however, that such right shall be reinstated and become effective from and after the date on which any such default shall have been cured or remedied until a Board Right Termination Event occurs. (i) During the Board Right Period and except as required by applicable law, the Company shall not take any action to cause the removal (without cause) of a Shareholder Designee serving as a Director. The Shareholder shall cause the Shareholder Designee to resign or, if reasonably sufficient, recuse himself or herself any time the presence of such individual as a Shareholder Designee on the Board shall, in the reasonable judgment of the Board, reasonably be likely to violate applicable law or otherwise compromise the Board’s exercise of its fiduciary duties.

Board Representation. (ai) From On the date on which the aggregate consideration paid by Purchaser and after the Closing Date until a Board Right Termination Event occurs (the “Board Right Period”)its Affiliates to Triangle for shares of Common Stock from Triangle exceeds $150 million, the Shareholder Board shall have adopt resolutions that (i) increase the right number of natural persons that constitute the whole Board by one (but not 1) person and (ii) fill the obligation), upon written notice to vacancy created by virtue of such increase in the Company, to designate one individual to serve on size of the Board (the “Shareholder Designee”); provided, however, that such Shareholder Designee shall satisfy the applicable requirements set forth in Section 3.1(b); provided, further, that if a Board Right Termination Event occurs, the Shareholder shall promptly cause the Shareholder Designee, if any, then serving on the Board to resign, effective immediately, from the Board and from any committees or subcommittees thereof to which the Shareholder Designee is then appointed or on which he or she is then serving, and the right of the Shareholder to designate a Shareholder Designee shall terminate. (b) Notwithstanding anything to the contrary set forth in this Agreement, any Shareholder Designee with an individual designated by the Shareholder Purchaser, in each case pursuant to Section 3.1(athe Triangle Organizational Documents, who must in the reasonable judgment of Triangle, (A) (i) shall be resident in Ireland for so long as such Shareholder Designee serves as a Director; (ii) shall qualify as an “independent director” under applicable provisions Independent Director, (B) have the requisite skill and experience to serve as a director of the Exchange Act and under applicable NASDAQ rules and regulationsa publicly traded company, or the applicable rules and regulations of the principal securities exchange on which the Ordinary Shares are then listed; (iiiC) would not, at the time of such designation, be required to disclose any information pursuant to Item 2(d) or (e) of Schedule 13D (as in effect on the date of this Agreement) if such Shareholder Designee were the “person filing” such Schedule 13D; (iv) shall not, at the time of such designation, not be prohibited or disqualified from serving as a director of a public company Triangle pursuant to the Triangle Bylaws (as in effect as of the date hereof) or any applicable rule or regulation of the SEC Commission, NYSE MKT (or NASDAQ any other principal stock exchange or pursuant to market upon which the Common Stock may trade) or by applicable law, including the Companies Acts; law and (vD) shall, in the good faith judgment of the Nominating and Corporate Governance Committee of the Board otherwise be reasonably acceptable to Triangle (the “Nominating CommitteeDesignated Director”), satisfy the requirements set forth in the Company’s Organizational Documents and Corporate Governance Guidelines (as in effect from time to time), in each case as are applicable to all non-employee Directors generally. The Shareholder Designee Purchaser shall, upon and shall cause the Designated Director to, timely provide Triangle with accurate and complete information relating to the Purchaser and the Designated Director that may be required to be disclosed by Triangle under the Exchange Act. In addition, at Triangle’s request, the Purchaser shall cause the Designated Director to complete and execute Triangle’s standard director and officer questionnaire and provide such other information as Triangle may reasonably request prior to being admitted to the Board or standing for reelection at an annual meeting of Stockholders or at such other time as may be requested by Triangle. (ii) The Designated Director will hold office until his or her term expires and such Designated Director’s successor has been duly elected and qualified or until such Designated Director’s earlier death, resignation or removal. (iii) In order to designate an individual for appointment or election, as the case may be, to the Board, execute such agreements as are required the Purchaser must submit to be executed by all non-employee Directors generally and shall otherwise abide by the provisions of all codes and policies of the Company that are applicable to all non-employee Directors generally, including, as applicable, the Company’s ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Policy, policies requiring the pre-clearance of all securities trading activity, the Company’s Code of Conduct and the Company’s stock ownership policy. (c) During the Board Right Period, the Company shall use reasonable endeavors to procure, (i) at the next scheduled meeting of the Board, which shall be validly noticed, the appointment of the Shareholder Designee to the Board; and (ii) thereafter, at each annual general meeting of shareholders of the Company occurring during the Board Right Period at which the term of the Shareholder Designee will expire Triangle a written notice in accordance with the Companynotice provisions set forth in Section 7.08 of the Purchase Agreement, which notice shall include (i) the name, age, business address and residence address of such designee, (ii) a current resume and curriculum vitae of such designee and (iii) a statement describing such designee’s Organizational Documents qualifications. (whether by rotation iv) Prior to a Termination Event: (A) in connection with each annual meeting of Stockholders, and subject to the conditions of Section 9(a)(i) of this Agreement, Triangle shall nominate the Designated Director for reelection to the Board and shall take all reasonable and lawful actions necessary or otherwise), advisable to cause the Board to recommend that the Stockholders vote “FOR” the election or re-election, as the case may be, of the applicable Shareholder Designee Designated Director; (B) promptly following any annual meeting of Stockholders at which the Designated Director is not elected to the Board, including by (Aand subject to the provisions of Section 9(a)(i) nominating such Shareholder Designee for election to serve as a Director as provided in of this Agreement, the Board shall adopt resolutions that (B1) subject to compliance increase the number of natural persons that constitute the whole Board by one (1) person and (2) fill the Shareholder vacancy created by virtue of such increase in the size of the Board with the Designated Director; and if the Board is prevented by Section 3.1(f3.1 of the Triangle Bylaws from complying with clause (1) of this Section 9(a)(iv)(B), including such nomination and other required information regarding such Shareholder Designee in the Company’s proxy materials for such meeting Board shall amend the Triangle Bylaws as necessary to permit the Board to comply with clause (1) of shareholders and this Section 9(a)(iv)(B); (C) soliciting or causing the solicitation of proxies in favor any Designated Director may be removed pursuant to Section 3.6 of the election Triangle Bylaws, and any vacancy created by such removal shall be filled by the Board with an individual designated by the Purchaser who, subject to the conditions of Section 9(a)(i) of this Agreement, shall become the Designated Director; (D) upon written notice from Triangle to the Purchaser that a Resignation Event has occurred, which notice shall set forth in reasonable detail the facts and circumstances constituting the Resignation Event, the Purchaser will cause the Designated Director then serving as a member of the Board to resign as a member of the Board within two (2) Business Days of such Shareholder Designee as a Directorwritten notice; and (E) any vacancy caused by the death, in the case of each of clauses (i) and (ii), for a term expiring at the next annual general meeting of shareholders at which members disability or resignation of the class Designated Director shall be filled by the Board with an individual designated by the Purchaser who, subject to the conditions of Directors to which Section 9(a)(i) of this Agreement, shall become the Shareholder Designee belongs are to be elected or re-elected, as the case may be, or until such Shareholder Designee’s successor shall have been elected and qualified, or at such earlier time, if any, as such Shareholder Designee may resign, retire, die or be removed (for any reason) as a Designated Director. (dv) Notwithstanding the foregoing, the Company shall not be obligated to procure the appointment of any individual to the Board pursuant to Section 3.1(c)(i) or to procure the election or re-election of any individual pursuant to Section 3.1(c)(ii) if such individual shall have previously been designated Any action by the Shareholder pursuant Purchaser to Section 3.1(a) designate or replace the Designated Director shall be evidenced in writing furnished to Triangle and nominated shall be signed by the Company for election or re-election, as the case may be, as a Director as provided in Section 3.1(c)(ii) (and provided that the Company shall have complied with its obligations set forth in Section 3.1(c)(ii) in respect thereof), and, following the vote of shareholders at the annual general meeting of shareholders, shall have failed to be elected or re-elected, as the case may be, as a Director by the requisite vote on behalf of the Company’s shareholdersPurchaser. (evi) In furtherance ofPrior to designating a Designated Director, the Purchaser shall enter into a written agreement in a form reasonably satisfactory to Triangle with the Designated Director whereby such Designated Director agrees to resign as a member of the Board upon a Resignation Event, 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 Triangle and the Purchaser, and not in limitation tothat Triangle shall be a third party beneficiary of the terms and conditions of such an agreement, the Shareholder’s rights in this Section 3.1, during the Board Right Period, (i) the Shareholder and Triangle shall have the right (but not the obligation), upon written notice to enforce such an agreement to the Company as provided in Section 3.1(a), to designate a Shareholder Designee to replace any Shareholder Designee who shall have resigned, retired, died or been removed from office (for any reason) or who, following the voting of shareholders at a meeting of shareholders of the Company shall have failed to be elected or re-elected, same extent as the case may be, by the requisite vote of the Company’s shareholders; and (ii) the provisions of Sections 3.1(c) and 3.1(d) shall apply to, and the Company shall comply with its obligations contained therein in respect of, any such replacement Shareholder Designeeparties thereto. (fvii) Not less than one hundred twenty (120) days prior Triangle shall not take any action that would lessen, restrict, prevent or otherwise have an adverse effect upon the foregoing rights of the Purchaser to Board representation, including by nominating more directors for election to the anniversary Board than the number of directors constituting the prior year’s annual general meeting of shareholders of the Company occurring during full Board; provided, however, that Triangle shall not be prohibited from taking such action that the Board Right Period at which members of the class of Directors to which the Shareholder Designee belongs are to be elected, the Shareholder shall determines (i) notify the Company in writing of the name of the Shareholder Designee to may be nominated for election at such meeting and (ii) provide, or cause such Shareholder Designee to provide, to the Company, all information concerning such Shareholder Designee and his or her nomination to be elected as a Director at such meeting as shall reasonably be required necessary to (A) comply with applicable securities laws, any rule or regulation of the rules of NASDAQ Commission or NYSE MKT (or any other principal stock exchange on or market upon which securities of the Company are then quoted Common Stock may trade) or listed for trading and the Companies Acts and (B) enable the Nominating Committee to make determinations comply with respect to such Shareholder Designee’s satisfaction of the requirements set forth in Section 3.1(b)(v); provided that the Nominating Committee shall make such determinations as promptly as practicable following receipt by the Company of the notification and information contemplated in clauses (i) and applicable law or (ii) of this Section 3.1(f) and shall promptly provide is required to comply with the Shareholder with written notice if the Nominating Committee determines that such Shareholder Designee does not satisfy such requirements (together with a reasonably detailed description provisions of the basis on which the Nominating Committee shall have made such determination)Triangle Organizational Documents. (g) During the Board Right Period, the Company agrees that any Shareholder Designee serving as a Director shall be entitled to the same 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 such Shareholder Designee’s term of office, and with respect to indemnification arrangements, directors and officers insurance coverage and other similar protections and expense reimbursement. (h) Notwithstanding anything in this Section 3.1 to the contrary, (i) the Company will not be obligated to take any action in respect of any Shareholder Designee pursuant to Sections 3.1(c)(ii) if the Shareholder shall have failed, in any material respect, to provide, or cause to be provided, the notice and information required by clauses (i) and (ii) of Section 3.1(f); and (ii) in the event that a breach of Article IV or Article V by the Shareholder Parent or the Shareholder shall have occurred and be continuing, in addition to any other remedies that the Company may have, the Shareholder’s right to designate a Shareholder Designee shall be suspended; provided, however, that such right shall be reinstated and become effective from and after the date on which any such default shall have been cured or remedied until a Board Right Termination Event occurs. (i) During the Board Right Period and except as required by applicable law, the Company shall not take any action to cause the removal (without cause) of a Shareholder Designee serving as a Director. The Shareholder shall cause the Shareholder Designee to resign or, if reasonably sufficient, recuse himself or herself any time the presence of such individual as a Shareholder Designee on the Board shall, in the reasonable judgment of the Board, reasonably be likely to violate applicable law or otherwise compromise the Board’s exercise of its fiduciary duties.

Board Representation. (a) As of the date hereof, the Board shall be comprised of six (6) directors. From and after the Closing Date until a Board Right Termination Event occurs date hereof and for so long as Chesrown, or an Affiliate of Chesrown beneficially owns, in the aggregate, at least 1,000,000 shares of the issued and outstanding Common Stock (the “Board Right PeriodMinimum Threshold”), the Shareholder Board shall have the right be comprised of no more than six (but not the obligation)6) directors, upon written notice and Chesrown shall be entitled to the Company, (i) nominate three (3) individuals to designate one individual to serve on the Board (such individuals, including their respective successors, the “Shareholder DesigneeChesrown Directors”), to serve as members of the Board until their respective successors are elected and qualified, (ii) nominate any successor to each Chesrown Director, and (iii) direct the removal from the Board of any Chesrown Director; provided, however, that such Shareholder Designee shall satisfy the applicable requirements set forth in Section 3.1(b); provided, further, that if a Board Right Termination Event occurs, the Shareholder shall promptly cause the Shareholder Designee, if any, then serving on the Board to resign, effective immediately, from the Board and from any committees or subcommittees thereof to which the Shareholder Designee is then appointed or on which he or she is then serving, and the right at least two of the Shareholder to designate a Shareholder Designee shall terminate. (b) Notwithstanding anything to the contrary set forth in this Agreement, any Shareholder Designee designated by the Shareholder pursuant to Section 3.1(a) (i) Chesrown Directors shall be resident in Ireland for so long “independent” as such Shareholder Designee serves as a Director; (ii) shall qualify as an “independent director” under applicable provisions of the Exchange Act and under applicable NASDAQ rules and regulations, or defined by the applicable rules and regulations of the principal securities exchange on which SEC and the Ordinary Shares are then listed; (iii) would not, at the time of such designation, be required to disclose any information pursuant to Item 2(d) or (e) of Schedule 13D (as in effect on the date of this Agreement) if such Shareholder Designee were the “person filing” such Schedule 13D; (iv) shall not, at the time of such designation, be prohibited or disqualified 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 the Companies Acts; and (v) shall, in the good faith judgment of the Nominating and Corporate Governance Committee of the Board (the “Nominating Committee”), satisfy the requirements set forth in the Company’s Organizational Documents and Corporate Governance Guidelines (as in effect from time to time), in each case as are applicable to all non-employee Directors generallystock market. The Shareholder Designee shall, upon appointment or election, as the case may be, to the Board, execute such agreements as are required to Chesrown Directors shall initially be executed by all non-employee Directors generally and shall otherwise abide by the provisions of all codes and policies of the Company that are applicable to all non-employee Directors generally, including, as applicable, the Company’s ▇Ma▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Mi▇▇▇ Policy▇▇▇▇▇▇, policies requiring the pre-clearance of all securities trading activity, the Company’s Code of Conduct and the Company’s stock ownership policyKe▇▇▇ ▇▇▇▇▇▇▇▇. (cb) During 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 Right Periodof 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 use reasonable endeavors provide a copy of such notice to procurethe 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 (ithe “Charter”) in all material respects, as determined in good faith by the Committee, at the next scheduled Committee meeting of the Board, which shall be validly noticed, the appointment of the Shareholder Designee to the Board; and (ii) thereafter, at each annual general meeting of shareholders of the Company occurring during the Board Right Period at which the term Board nominees are determined for purposes of the Shareholder Designee will expire in accordance with the Company’s Organizational Documents (whether by rotation or otherwise)annual meeting of stockholders, the election or re-election, as the case may be, of the applicable Shareholder Designee make a recommendation to the Board, including by (A) nominating Board that such Shareholder Designee Chesrown Directors shall be nominated for election to serve as a Director as provided in this Agreementthe Board at the Company's next annual meeting of stockholders and shall, (B) subject to compliance by the Shareholder with Section 3.1(f), including such nomination and other required information regarding such Shareholder Designee in the Company’s proxy materials for statement relating to such meeting of shareholders and (C) soliciting or causing annual meeting, recommend to the solicitation of proxies 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 Shareholder Designee 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 a DirectorChesrown or an Affiliate of Chesrown beneficially owns, in the case aggregate, at least the Minimum Threshold, each nomination to the Board of each of clauses (i) and (ii), any Chesrown Director for a term expiring election other than at the next an annual general meeting of shareholders at which members stockholders of the class 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 Shareholder Designee belongs are Board to the extent permitted pursuant to the Company’s bylaws. As promptly as practicable thereafter, the Company shall take or cause to be elected or re-electedtaken 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, as the case 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 be, or until such Shareholder Designee’s successor shall have been elected and qualified, or at such earlier time, if any, as such Shareholder Designee may resign, retire, die or be removed (for any reason) as submit to the Committee a new proposed Chesrown Director. (d) Notwithstanding From and after the foregoingdate hereof and for so long as Berrard, or an Affiliate of Berrard beneficially owns, in the aggregate, at least the Minimum Threshold, the Company Board shall not be obligated comprised of no more than six (6) directors, and Berrard shall be entitled to procure the appointment of any (i) nominate one individual to the Board pursuant (such individual, including such individual's successor, the “Berrard Director”), to Section 3.1(c)(i) or to procure the election or re-election of any individual pursuant to Section 3.1(c)(ii) if such individual shall have previously been designated by the Shareholder pursuant to Section 3.1(a) and nominated by the Company for election or re-election, as the case may be, serve as a Director as provided in Section 3.1(c)(ii) (and provided that the Company shall have complied with its obligations set forth in Section 3.1(c)(ii) in respect thereof), and, following the vote of shareholders at the annual general meeting of shareholders, shall have failed to be elected or re-elected, as the case may be, as a Director by the requisite vote member of the Company’s shareholdersBoard 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) In furtherance ofBeginning with the first annual meeting of stockholders following the date hereof and thereafter, and not for so long as Berrard, or an Affiliate of Berrard beneficially owns, in limitation tothe aggregate, at least the Shareholder’s rights in this Section 3.1Minimum Threshold, during each nomination to the Board Right Period, (i) the Shareholder shall have the right (but not the obligation), upon written notice to the Company as provided in Section 3.1(a), to designate a Shareholder Designee to replace of any Shareholder Designee who shall have resigned, retired, died or been removed from office (Berrard Director for any reason) or who, following the voting of shareholders election at a an annual meeting of shareholders stockholders of the Company shall have failed be made by delivering to be elected or re-electedthe 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 the case may be, determined in good faith by the requisite vote Committee, at the next Committee meeting at which Board nominees are determined for purposes of the Company’s shareholders; 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 (ii) shall, in the provisions 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 Sections 3.1(c) and 3.1(d) the election of 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 apply tonotify 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 Company shall comply with its obligations contained therein in respect of, any such replacement Shareholder DesigneeCommittee a new proposed Berrard Director. (f) Not less than one hundred twenty (120) days prior For so long as Berrard or an Affiliate of Berrard beneficially owns, in the aggregate, at least the Minimum Threshold, each nomination to the anniversary Board of the prior year’s any Berrard Director for election other than at an annual general meeting of shareholders stockholders of the Company occurring during (whether due to the resignation, removal or death of a Berrard Director or otherwise) shall be made by delivering to the Company a notice signed by Berrard, 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 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 Right Period at which members of the class of Directors to which the Shareholder Designee belongs are to that such Berrard Director shall be elected, the Shareholder shall (i) notify the Company in writing of the name of the Shareholder Designee to be nominated appointed for election at such meeting and (ii) provideto the Board, or cause such Shareholder Designee which appointment may be made by the Board to provide, the extent permitted pursuant to the Company’s bylaws. As promptly as practicable thereafter, all information concerning such Shareholder Designee and his the Company shall take or her nomination cause to be elected taken such corporate actions as a Director at such meeting as shall reasonably may be required to (A) comply with applicable securities lawscause such appointment to be effected. If the Committee reasonably determines in good faith that such proposed Berrard Director does not meet such criteria, the rules Committee shall notify Berrard of NASDAQ or any other stock exchange on which securities such fact within 10 days of receipt of the Company are then quoted or listed Berrard Notice, specifying in reasonable detail the reasons for trading and the Companies Acts and (B) enable the Nominating Committee to make determinations with respect to such Shareholder Designee’s satisfaction of the requirements set forth in Section 3.1(b)(v); provided that the Nominating Committee shall make such determinations as promptly as practicable following receipt by the Company of the notification and information contemplated in clauses (i) and (ii) of this Section 3.1(f) and shall promptly provide the Shareholder with written notice if the Nominating Committee determines determination that such Shareholder Designee does criteria have not satisfy such requirements (together with been met, and within 10 calendar days Berrard may submit to the Committee a reasonably detailed description of the basis on which the Nominating Committee shall have made such determination)new proposed Berrard Director. (g) During The Company shall include in the slate of nominees recommended by the Board Right Periodfor election as directors each Chesrown Director and the Berrard Director for so long as Chesrown and Berrard, the Company agrees that any Shareholder Designee serving as a Director shall be respectively, are entitled to nominate the same rightsChesrown Directors and the Berrard Director pursuant to this Agreement. Each of Berrard, 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 such Shareholder Designee’s term of officeChesrown, and each of the Stockholders covenants and agrees to vote all Equity Securities held by such person or their Affiliate for the election to the Board of all individuals nominated in accordance with respect to indemnification arrangements, directors and officers insurance coverage and other similar protections and expense reimbursement. (h) Notwithstanding anything in this Section 3.1 to the contrary, (i) the Company will not be obligated to take any action in respect of any Shareholder Designee pursuant to Sections 3.1(c)(ii) if the Shareholder shall have failed, in any material respect, to provide, or cause to be provided, the notice and information required by clauses (i) and (ii) of Section 3.1(f); and (ii) in the event that a breach of Article IV or Article V by the Shareholder Parent or the Shareholder shall have occurred and be continuing, in addition to any other remedies that the Company may have, the Shareholder’s right to designate a Shareholder Designee shall be suspended; provided, however, that such right shall be reinstated and become effective from and after the date on which any such default shall have been cured or remedied until a Board Right Termination Event occurs2.1. (i) During the Board Right Period and except as required by applicable law, the Company shall not take any action to cause the removal (without cause) of a Shareholder Designee serving as a Director. The Shareholder shall cause the Shareholder Designee to resign or, if reasonably sufficient, recuse himself or herself any time the presence of such individual as a Shareholder Designee on the Board shall, in the reasonable judgment of the Board, reasonably be likely to violate applicable law or otherwise compromise the Board’s exercise of its fiduciary duties.

Board Representation. 19.1 So long as the Investor continues to beneficially own at least 15,500,000 shares of Common Stock (aas adjusted to reflect appropriate arithmetic adjustment in the event of any stock splits, stock dividends, combinations of shares, recapitalizations or other such events relating to the Common Stock occurring subsequent to the Closing) From and after the Closing Date until a Board Right Termination Event occurs (the “Board Right PeriodShare Threshold”), the Shareholder Investor shall have the right to nominate one (but not the obligation), upon written notice 1) director to the Company, to designate one individual to serve on Board of Directors of the Board Company (the “Shareholder DesigneeInvestor Director”); provided. As a condition to such nomination and/or appointment to the Board, however(i) the Investor and/or the nominee shall provide to the Company all information relating to such person that is required to be disclosed in solicitations of proxies for election of directors, that or is otherwise required, in each case pursuant to Regulation 14A under the Securities Exchange Act of 1934 (including such Shareholder Designee person’s written consent to being named in a proxy statement as a nominee and to serving as a director if elected), (ii) the Investor and/or the nominee shall satisfy the also comply with all applicable requirements set forth in Section 3.1(b); providedof the Securities Exchange Act of 1934, furtherand the rules and regulations thereunder with respect to such nomination and/or appointment to the Board, that and (iii) the nominee shall be reasonably acceptable to the Board. 19.2 The initial Investor Director shall be appointed to the Board by the then-existing directors on the Board, who shall, by resolution, expand the size of the Board by one seat (to the extent there is not then a vacancy on the Board) and appoint the Investor’s nominee to fill the vacancy caused by such expansion. 19.3 Following the initial appointment to the Board of the Investor Director, any subsequent election of the Investor Director to the Board shall occur (i) at the annual meeting of holders of capital stock or (ii) at any special meeting of holders of capital stock if a Board Right Termination Event occurssuch meeting is called for the purpose of electing directors. If at any time when the Investor has the right to nominate the Investor Director, the Shareholder shall promptly cause the Shareholder Designee, if any, Investor Director then serving on the Board to resign, effective immediately, dies or resigns from the Board and from any committees or subcommittees thereof to which the Shareholder Designee is then appointed or on which he or she is then serving, and the right of the Shareholder to designate a Shareholder Designee shall terminate. (b) Notwithstanding anything to the contrary set forth in this Agreement, any Shareholder Designee designated by the Shareholder pursuant to Section 3.1(a) (i) shall be resident in Ireland for so long as such Shareholder Designee serves as a Director; (ii) shall qualify as an “independent director” under applicable provisions of the Exchange Act and under applicable NASDAQ rules and regulations, or the applicable rules and regulations of the principal securities exchange on which the Ordinary Shares are then listed; (iii) would not, at the time of such designation, be required to disclose any information pursuant to Item 2(d) or (e) of Schedule 13D (as in effect on the date of this Agreement) if such Shareholder Designee were the “person filing” such Schedule 13D; (iv) shall not, at the time of such designation, be prohibited or disqualified 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 the Companies Acts; and (v) shall, in the good faith judgment of the Nominating and Corporate Governance Committee of the Board (the “Nominating Committee”), satisfy the requirements set forth in the Company’s Organizational Documents and Corporate Governance Guidelines (as in effect from time to time), in each case as are applicable to all non-employee Directors generally. The Shareholder Designee shall, upon appointment or election, as the case may be, to the Board, execute the Investor shall have the right to cause the vacancy caused by such agreements as are required death or resignation to be executed filled by all non-employee Directors generally and shall otherwise abide by the provisions of all codes and policies of the Company that are applicable to all non-employee Directors generally, including, as applicable, the Company’s ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Policy, policies requiring the pre-clearance of all securities trading activity, the Company’s Code of Conduct nominating a replacement director and the Company’s stock ownership policy. (c) During remaining directors on the Board Right Period, shall vote to cause the Company shall use reasonable endeavors Investor’s nominee to procure, (i) at the next scheduled meeting of the Board, which shall be validly noticed, the appointment of the Shareholder Designee appointed to the Board; and (ii) thereafter, at each annual general meeting of shareholders of the Company occurring during the Board Right Period at which the term of the Shareholder Designee will expire in accordance with the Company’s Organizational Documents (whether by rotation or otherwise)Bylaws. The Investor may, in its sole discretion, determine not to nominate and/or cause the election or re-election, as the case may be, appointment of the applicable Shareholder Designee to the Board, including by (A) nominating such Shareholder Designee for election to serve as a Investor Director as provided in this Agreementherein from time to time. Once the Investor beneficially owns less than the Share Threshold, (B) subject the Investor Director shall continue to compliance by serve such director’s then current term on the Shareholder with Section 3.1(f), including such nomination Board and other required information regarding such Shareholder Designee in the Company’s proxy materials for such meeting of shareholders and (C) soliciting or causing the solicitation of proxies in favor of the election of such Shareholder Designee as a Director, in the case of each of clauses (i) and (ii), for a term expiring at the next annual general meeting of shareholders at which members of the class of Directors to which the Shareholder Designee belongs are to be elected or re-elected, as the case may be, or until such Shareholder Designee’s successor Investor shall have been elected and qualified, or at such earlier time, if any, as such Shareholder Designee may resign, retire, die or be removed (for any reason) as a Director. (d) Notwithstanding the foregoing, the Company shall not be obligated no further rights under this Agreement to procure nominate and/or cause the appointment of any individual directors to the Board pursuant to Section 3.1(c)(i) or to procure the election or re-election of any individual pursuant to Section 3.1(c)(ii) if such individual shall have previously been designated by the Shareholder pursuant to Section 3.1(a) and nominated by the Company for election or re-election, as the case may be, as a Director as provided in Section 3.1(c)(ii) (and provided that the Company shall have complied with its obligations set forth in Section 3.1(c)(ii) in respect thereof), and, following the vote of shareholders at the annual general meeting of shareholders, shall have failed to be elected or re-elected, as the case may be, as a Director by the requisite vote of the Company’s shareholdersBoard. (e) In furtherance of, and not in limitation to, the Shareholder’s rights in this Section 3.1, during the Board Right Period, (i) the Shareholder shall have the right (but not the obligation), upon written notice to the Company as provided in Section 3.1(a), to designate a Shareholder Designee to replace any Shareholder Designee who shall have resigned, retired, died or been removed from office (for any reason) or who, following the voting of shareholders at a meeting of shareholders of the Company shall have failed to be elected or re-elected, as the case may be, by the requisite vote of the Company’s shareholders; and (ii) the provisions of Sections 3.1(c) and 3.1(d) shall apply to, and the Company shall comply with its obligations contained therein in respect of, any such replacement Shareholder Designee. (f) Not less than one hundred twenty (120) days prior to the anniversary of the prior year’s annual general meeting of shareholders of the Company occurring during the Board Right Period at which members of the class of Directors to which the Shareholder Designee belongs are to be elected, the Shareholder shall (i) notify the Company in writing of the name of the Shareholder Designee to be nominated for election at such meeting and (ii) provide, or cause such Shareholder Designee to provide, to the Company, all information concerning such Shareholder Designee and his or her nomination to be elected as a Director at such meeting as shall reasonably be required to (A) comply with applicable securities laws, the rules of NASDAQ or any other stock exchange on which securities of the Company are then quoted or listed for trading and the Companies Acts and (B) enable the Nominating Committee to make determinations with respect to such Shareholder Designee’s satisfaction of the requirements set forth in Section 3.1(b)(v); provided that the Nominating Committee shall make such determinations as promptly as practicable following receipt by the Company of the notification and information contemplated in clauses (i) and (ii) of this Section 3.1(f) and shall promptly provide the Shareholder with written notice if the Nominating Committee determines that such Shareholder Designee does not satisfy such requirements (together with a reasonably detailed description of the basis on which the Nominating Committee shall have made such determination). (g) During the Board Right Period, the Company agrees that any Shareholder Designee serving as a Director shall be entitled to the same 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 such Shareholder Designee’s term of office, and with respect to indemnification arrangements, directors and officers insurance coverage and other similar protections and expense reimbursement. (h) 19.4 Notwithstanding anything in this Section 3.1 19 to the contrary, (i) each of the Company will not Board’s obligations under this Section 19 are subject to its fiduciary duties and no director shall be obligated required to do anything or take any action in respect of any Shareholder Designee pursuant which he or she believes would be contrary to Sections 3.1(c)(ii) if the Shareholder shall have failed, in any material respect, to provide, his or cause to be provided, the notice and information required by clauses (i) her fiduciary duties and (ii) of Section 3.1(f); if an Investor’s nominee for election to the Board is presented to the Company’s stockholders at an annual or special meeting at which directors are to be elected, and (ii) in the event that a breach of Article IV or Article V nominee is not elected by the Shareholder Parent or Company’s stockholders, the Shareholder Company’s Board of Directors shall have occurred and be continuing, in addition no obligation to any other remedies that expand the Company may have, the Shareholder’s right to designate a Shareholder Designee shall be suspended; provided, however, that such right shall be reinstated and become effective from and after the date on which any such default shall have been cured or remedied until a Board Right Termination Event occurs. (i) During size of the Board Right Period and except as required by applicable law, the Company shall not take any action appoint an Investor Director to cause the removal (without cause) of a Shareholder Designee serving as a Director. The Shareholder shall cause the Shareholder Designee to resign or, if reasonably sufficient, recuse himself or herself any time the presence of such individual as a Shareholder Designee on the Board shall, in the reasonable judgment of the Board, reasonably be likely to violate applicable law or otherwise compromise the Board’s exercise of its fiduciary duties.

Board Representation. (a) From In consideration of the ValueAct Group’s agreement set forth in Sections 2 and after 3 below, the Closing Date until a Board Right Termination Event occurs will (i) nominate ▇▇. ▇▇▇▇▇▇▇ ▇. Ubben (the “ValueAct Designee”) for election as a director of the Company at the 2013 annual meeting of stockholders of the Company for a term to expire at the Company’s 2014 annual meeting of stockholders, (ii) name and recommend the ValueAct Designee as a nominee for election to the Board Right Period”)in the Company’s Proxy Statement and (iii) cause all proxies received by the Company to be voted in the manner specified by such proxies. In addition, in the event that such addition or nomination is timely made and the obligations of the ValueAct Group hereunder have not then been otherwise terminated, the Shareholder shall have Company (acting through the right (but Board) agrees that it will not withdraw such nomination prior to its being voted upon by the obligation), upon written notice to stockholders of the Company at the 2013 annual meeting of stockholders of the Company, to designate one individual to serve on the Board (the “Shareholder Designee”); provided, however, that such Shareholder Designee shall satisfy the applicable requirements set forth in Section 3.1(b); provided, further, that if a Board Right Termination Event occurs, the Shareholder shall promptly cause the Shareholder Designee, if any, then serving on the Board to resign, effective immediately, from the Board and from any committees or subcommittees thereof to which the Shareholder Designee is then appointed or on which he or she is then serving, and the right of the Shareholder to designate a Shareholder Designee shall terminate. (b) Notwithstanding anything to the contrary in this Agreement, the rights and privileges set forth in this Agreement, any Shareholder Designee designated by the Shareholder pursuant to Section 3.1(a) (i) 1 shall be resident in Ireland for so long as such Shareholder Designee serves personal to the ValueAct Group and may not be transferred or assigned to any individual, corporation, partnership, limited liability company, joint venture, estate, trust, association, organization or other entity of any kind or nature (each, a “Person”). (c) If during the Standstill Period a vacancy on the Board is created as a Director; (ii) shall qualify as an “independent director” under applicable provisions result of the Exchange Act and under applicable NASDAQ rules and regulations, or the applicable rules and regulations of the principal securities exchange on which the Ordinary Shares are then listed; (iii) would not, at the time of such designation, be required to disclose any information pursuant to Item 2(d) or (e) of Schedule 13D (as in effect on the date of this Agreement) if such Shareholder Designee were the “person filing” such Schedule 13D; (iv) shall not, at the time of such designation, be prohibited or disqualified 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 the Companies Acts; and (v) shall, in the good faith judgment of the Nominating and Corporate Governance Committee of the Board (the “Nominating Committee”), satisfy the requirements set forth in the Company’s Organizational Documents and Corporate Governance Guidelines (as in effect from time to time), in each case as are applicable to all non-employee Directors generally▇▇. The Shareholder Designee shall, upon appointment or election, as the case may be, to the Board, execute such agreements as are required to be executed by all non-employee Directors generally and shall otherwise abide by the provisions of all codes and policies of the Company that are applicable to all non-employee Directors generally, including, as applicable, the Company’s ▇▇▇▇▇▇’▇ ▇▇▇▇▇▇▇ Policydeath or resignation, policies requiring disqualification or removal from the pre-clearance of all securities trading activityValueAct Group, then the ValueAct Group and the Company (acting through the Board) shall work together in good faith to fill such vacancy or replace such nominee with an individual who is (i) approved by the Company’s Code of Conduct Corporate Governance and the Company’s stock ownership policy. Nominating Committee (csuch approval not to be unreasonably withheld) During the Board Right Period, the Company shall use reasonable endeavors to procure, (i) at the next scheduled meeting of the Board, which shall be validly noticed, the appointment of the Shareholder Designee to the Board; and (ii) thereafter, at otherwise mutually acceptable (in each annual general meeting of shareholders of their sole discretion) to the Company occurring during the Board Right Period at which the term of the Shareholder Designee will expire in accordance with ValueAct Group and the Company’s Organizational Documents (whether by rotation or otherwise), the election or re-election, and thereafter such individual shall serve and/or be nominated as the case may be, of the applicable Shareholder Designee to the Board, including by (A) nominating such Shareholder Designee for election to serve as a Director as provided in “ValueAct Designee” under this Agreement, (B) subject to compliance by the Shareholder with Section 3.1(f), including such nomination and other required information regarding such Shareholder Designee in the Company’s proxy materials for such meeting of shareholders and (C) soliciting or causing the solicitation of proxies in favor of the election of such Shareholder Designee as a Director, in the case of each of clauses (i) and (ii), for a term expiring at the next annual general meeting of shareholders at which members of the class of Directors to which the Shareholder Designee belongs are to be elected or re-elected, as the case may be, or until such Shareholder Designee’s successor shall have been elected and qualified, or at such earlier time, if any, as such Shareholder Designee may resign, retire, die or be removed (for any reason) as a Director. (d) Notwithstanding The Company’s obligations hereunder shall terminate, and the foregoingValueAct Designee shall promptly offer to resign from the Board (and, if requested by the Company, promptly deliver his written resignation to the Board (which shall provide for his immediate resignation) it being understood that it shall be in the Board’s sole discretion whether to accept or reject such resignation) if (i) members of the ValueAct Group, collectively, cease to beneficially own at least 5% of the outstanding securities of the Company or any securities convertible or exchangeable into or exercisable for any securities of the Company, including, without limitation, any derivative securities or instruments (the “Ordinary Shares”) or (ii) a member of the ValueAct Group, including the ValueAct Designee, otherwise ceases to comply or breaches any of the terms of this Agreement. The ValueAct Group agrees to cause the ValueAct Designee to resign from the Board if the ValueAct Designee fails to resign if and when requested pursuant to this clause (e). The percentage threshold set forth in this clause (e) shall not be obligated to procure the appointment of any individual deemed unsatisfied to the Board pursuant extent a failure to Section 3.1(c)(i) maintain the specified ownership thresholds is the result of share issuances or to procure similar Company actions that increase the election or re-election number of any individual pursuant to Section 3.1(c)(ii) if such individual shall have previously been designated by the Shareholder pursuant to Section 3.1(a) and nominated by the Company for election or re-election, as the case may be, as a Director as provided in Section 3.1(c)(ii) (and provided that the Company shall have complied with its obligations set forth in Section 3.1(c)(ii) in respect thereof), and, following the vote of shareholders at the annual general meeting of shareholders, shall have failed to be elected or re-elected, as the case may be, as a Director by the requisite vote of the Company’s shareholdersoutstanding Ordinary Shares. (e) In furtherance of, and not in limitation to, The ValueAct Group acknowledges that the Shareholder’s rights in this Section 3.1, during the Board Right Period, (i) the Shareholder ValueAct Designee shall have all of the right (but not obligations, including the obligation), upon written notice fiduciary duties to the Company as provided in Section 3.1(a)and its stockholders, to designate of a Shareholder Designee to replace any Shareholder Designee who shall have resigned, retired, died or been removed from office (for any reason) or who, following the voting of shareholders at a meeting of shareholders of the Company shall have failed to be elected or re-elected, as the case may be, by the requisite vote of director under applicable law and the Company’s shareholders; and (ii) the provisions of Sections 3.1(c) and 3.1(d) shall apply to, and the Company shall comply with its obligations contained therein in respect of, any such replacement Shareholder Designeeorganizational documents. (f) Not less than one hundred twenty (120) days prior to the anniversary of the prior year’s annual general meeting of shareholders of the Company occurring during the Board Right Period at which members of the class of Directors to which the Shareholder Designee belongs are to be elected, the Shareholder shall (i) notify the Company in writing of the name of the Shareholder Designee to be nominated for election at such meeting and (ii) provide, or cause such Shareholder Designee to provide, to the Company, all information concerning such Shareholder Designee and his or her nomination to be elected as a Director at such meeting as shall reasonably be required to (A) comply with applicable securities laws, the rules of NASDAQ or any other stock exchange on which securities of the Company are then quoted or listed for trading and the Companies Acts and (B) enable the Nominating Committee to make determinations with respect to such Shareholder Designee’s satisfaction of the requirements set forth in Section 3.1(b)(v); provided that the Nominating Committee shall make such determinations as promptly as practicable following receipt by the Company of the notification and information contemplated in clauses (i) and (ii) of this Section 3.1(f) and shall promptly provide the Shareholder with written notice if the Nominating Committee determines that such Shareholder Designee does not satisfy such requirements (together with a reasonably detailed description of the basis on which the Nominating Committee shall have made such determination). (g) During the Board Right Period, the Company agrees that any Shareholder Designee serving as a Director shall be entitled to the same 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 such Shareholder Designee’s term of office, and with respect to indemnification arrangements, directors and officers insurance coverage and other similar protections and expense reimbursement. (h) Notwithstanding anything in this Section 3.1 to the contrary, (i) the Company will not be obligated to take any action in respect of any Shareholder Designee pursuant to Sections 3.1(c)(ii) if the Shareholder shall have failed, in any material respect, to provide, or cause to be provided, the notice and information required by clauses (i) and (ii) of Section 3.1(f); and (ii) in the event that a breach of Article IV or Article V by the Shareholder Parent or the Shareholder shall have occurred and be continuing, in addition to any other remedies that the Company may have, the Shareholder’s right to designate a Shareholder Designee shall be suspended; provided, however, that such right shall be reinstated and become effective from and after the date on which any such default shall have been cured or remedied until a Board Right Termination Event occurs. (i) During the Board Right Period and except as required by applicable law, the Company shall not take any action to cause the removal (without cause) of a Shareholder Designee serving as a Director. The Shareholder shall cause the Shareholder Designee to resign or, if reasonably sufficient, recuse himself or herself any time the presence of such individual as a Shareholder Designee on the Board shall, in the reasonable judgment of the Board, reasonably be likely to violate applicable law or otherwise compromise the Board’s exercise of its fiduciary duties.

Board Representation. (a) From Each Executive Stockholder and after Carlyle Stockholder shall vote all of the Closing Date until 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 a Board Right Termination Event occurs committee or officer of the Company or otherwise, and including, without limitation, attendance at meetings in person or by proxy for purposes of obtaining a quorum, execution of written consents in lieu of meetings, and approval of amendments and/or restatements of the Company’s certificate of incorporation or by-laws) so that (i) the authorized number of directors (the “Directors”) on the Board Right Period”), shall be at least six and no greater than nine and (ii) the Shareholder Directors shall have be the right (but not persons nominated or designated in accordance with this Section 1. The smallest number of Directors as shall constitute a majority of the obligation), upon written notice total number of Directors from time to the Company, to designate one individual time authorized to serve on the Board (shall be designated for nomination for election by the “Shareholder Designee”)Carlyle Stockholders; provided, however, that not more than three of such Shareholder Designee designees of the Carlyle Stockholders at any time may be full-time employees of the Carlyle Stockholders or any of their respective Affiliates (other than the Company and its subsidiaries), and any additional such designees of the Carlyle Stockholders at any time shall satisfy be designated for nomination for election after consultation with the Chief Executive Officer of the Company. Two of the Directors shall be designated for nomination for election by the Chief Executive Officer of the Company and shall be full-time employees of BAH; provided, however, that at any time when the Chief Executive Officer of the Company is a natural person who has not been a full-time employee of BAH for at least five years, such two Directors shall instead be designated for nomination for election by the Executive Stockholders holding a majority of the Voting Shares held by all Executive Stockholders (in either case, the individuals designated pursuant to this sentence shall be referred to as the “Executive Directors”). Any remaining Directors shall be jointly designated for nomination for election by the Chief Executive Officer and the Carlyle Stockholders; provided, however, that if (x) the Chief Executive Officer of the Company is a natural person who has not been a full-time employee of BAH for at least five years, (y) such Chief Executive Officer of the Company has not been designated as a Executive Director, and (z) the Carlyle Stockholders determine that such Chief Executive Officer of the Company should serve as a Director, such Chief Executive Officer shall be so designated for nomination for election and shall constitute one of such remaining 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”. (b) The Company shall cause the individuals designated in accordance with Section 1(a) to be nominated for election to the Board, shall solicit proxies in favor thereof, and at each meeting of the stockholders of the Company at which directors of the Company are to be elected, shall recommend that the stockholders of the Company elect to the Board each such individual nominated for election at such meeting. (c) Except as would be contrary to any applicable requirements set forth law, rule or regulation (including any rule or regulation of any exchange upon which securities of the Company or any of its subsidiaries may be listed), each committee of the Board, and each committee of the board of directors of Buyer, BAH and, unless otherwise determined by the Board, each other subsidiary of the Company, shall include at least one Executive Director; provided, however that following an IPO no Executive Director shall serve on any audit or compensation committee of any of the 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 Section 3.1(b)this Agreement shall be construed to impair any rights that the Stockholders of the Company may have to remove any Director for cause; provided, further, that if a Board Right Termination Event occurs, the Shareholder any Executive Director shall promptly cause the Shareholder Designee, if any, then serving on the Board to resign, effective immediately, be removed automatically from the Board and from any committees or subcommittees thereof to which the Shareholder Designee is then appointed or on which he or she is then serving, and the right upon such Executive Director’s Termination of the Shareholder to designate a Shareholder Designee shall terminate. (b) Notwithstanding anything to the contrary set forth in this Agreement, any Shareholder Designee designated by the Shareholder pursuant to Section 3.1(a) (i) shall be resident in Ireland for so long as such Shareholder Designee serves as a Director; (ii) shall qualify as an “independent director” under applicable provisions of the Exchange Act and under applicable NASDAQ rules and regulations, or the applicable rules and regulations of the principal securities exchange on which the Ordinary Shares are then listed; (iii) would not, at the time of such designation, be required to disclose any information pursuant to Item 2(d) or (e) of Schedule 13D (as in effect on the date of this Agreement) if such Shareholder Designee were the “person filing” such Schedule 13D; (iv) shall not, at the time of such designation, be prohibited or disqualified 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 the Companies Acts; and (v) shall, in the good faith judgment of the Nominating and Corporate Governance Committee of the Board (the “Nominating Committee”), satisfy the requirements set forth in the Company’s Organizational Documents and Corporate Governance Guidelines (as in effect from time to time), in each case as are applicable to all non-employee Directors generally. The Shareholder Designee shall, upon appointment or election, as the case may be, to the Board, execute such agreements as are required to be executed by all non-employee Directors generally and shall otherwise abide by the provisions of all codes and policies of the Company that are applicable to all non-employee Directors generally, including, as applicable, the Company’s ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Policy, policies requiring the pre-clearance of all securities trading activity, the Company’s Code of Conduct and the Company’s stock ownership policy. (c) During the Board Right Period, the Company shall use reasonable endeavors to procure, (i) at the next scheduled meeting of the Board, which shall be validly noticed, the appointment of the Shareholder Designee to the Board; and (ii) thereafter, at each annual general meeting of shareholders of the Company occurring during the Board Right Period at which the term of the Shareholder Designee will expire in accordance with the Company’s Organizational Documents (whether by rotation or otherwise), the election or re-election, as the case may be, of the applicable Shareholder Designee to the Board, including by (A) nominating such Shareholder Designee for election to serve as a Director as provided in this Agreement, (B) subject to compliance by the Shareholder with Section 3.1(f), including such nomination and other required information regarding such Shareholder Designee in the Company’s proxy materials for such meeting of shareholders and (C) soliciting or causing the solicitation of proxies in favor of the election of such Shareholder Designee as a Director, in the case of each of clauses (i) and (ii), for a term expiring at the next annual general meeting of shareholders at which members of the class of Directors to which the Shareholder Designee belongs are to be elected or re-elected, as the case may be, or until such Shareholder Designee’s successor shall have been elected and qualified, or at such earlier time, if any, as such Shareholder Designee may resign, retire, die or be removed (for any reason) as a Director. (d) Notwithstanding the foregoing, the Company shall not be obligated to procure the appointment of any individual to the Board pursuant to Section 3.1(c)(i) or to procure the election or re-election of any individual pursuant to Section 3.1(c)(ii) if such individual shall have previously been designated by the Shareholder pursuant to Section 3.1(a) and nominated by the Company for election or re-election, as the case may be, as a Director as provided in Section 3.1(c)(ii) (and provided that the Company shall have complied with its obligations set forth in Section 3.1(c)(ii) in respect thereof), and, following the vote of shareholders at the annual general meeting of shareholders, shall have failed to be elected or re-elected, as the case may be, as a Director by the requisite vote of the Company’s shareholdersService. (e) In furtherance of, and not in limitation tothe event that any Director for any reason ceases to serve as a member of the Board during his term of office, the Shareholder’s rights in this Section 3.1, during the Board Right Period, (i) the Shareholder Person or group of Persons who designated such Director shall have the right (but not the obligation), upon written notice to the Company as provided in Section 3.1(a), to designate a Shareholder Designee to replace any Shareholder Designee who shall have resigned, retired, died or been removed from office (for any reason) or who, following appointment by the voting of shareholders at a meeting of shareholders remaining Directors of the Company shall have failed an individual to be elected or re-elected, as fill the case may be, by the requisite vote vacant directorship. Each of the Company’s shareholders; and (ii) , the provisions of Sections 3.1(c) and 3.1(d) shall apply to, Carlyle Stockholders and the Company shall comply with its obligations contained therein Executive Stockholders agrees to take such actions as will result in respect of, the appointment as soon as practicable of any individual so designated by each such replacement Shareholder DesigneePerson or group of Persons. (f) Not less than one hundred twenty At such time as the Carlyle Stockholders cease collectively to own and have the power to dispose of Company Common Stock, Company Non-Voting Common Stock and Company Restricted Common Stock representing at least forty percent (12040%) days prior to the anniversary of the prior year’s annual general meeting interests in the Company represented by all issued and outstanding shares of shareholders Company Common Stock, Company Non-Voting Common Stock and Company Restricted Common Stock, the Carlyle Stockholders and the Executive Stockholders shall discuss and use commercially reasonable efforts to agree upon, and, subject to Section 16(k), shall amend this Agreement to effect, appropriate amendments to this Section 1 and such other provisions of this Agreement as shall be appropriate, in each case to be consistent with the ownership position of the Company occurring during the Board Right Period Carlyle Stockholders at which members of the class of Directors to which the Shareholder Designee belongs are to be elected, the Shareholder shall (i) notify the Company in writing of the name of the Shareholder Designee to be nominated for election at such meeting and (ii) provide, or cause such Shareholder Designee to provide, to the Company, all information concerning such Shareholder Designee and his or her nomination to be elected as a Director at such meeting as shall reasonably be required to (A) comply with applicable securities laws, the rules of NASDAQ or any other stock exchange on which securities of the Company are then quoted or listed for trading and the Companies Acts and (B) enable the Nominating Committee to make determinations with respect to such Shareholder Designee’s satisfaction of the requirements set forth in Section 3.1(b)(v); provided that the Nominating Committee shall make such determinations as promptly as practicable following receipt by the Company of the notification and information contemplated in clauses (i) and (ii) of this Section 3.1(f) and shall promptly provide the Shareholder with written notice if the Nominating Committee determines that such Shareholder Designee does not satisfy such requirements (together with a reasonably detailed description of the basis on which the Nominating Committee shall have made such determination)time. (g) During For so long as the Board Right PeriodCompany qualifies as a “controlled company” under the applicable listing standards then in effect, the Company agrees that any Shareholder Designee serving as will elect to be a Director shall be entitled to the same rights, privileges and compensation “controlled company” for purposes of such applicable to all other non-employee Directors generally or to which all such non-employee Directors are entitled, including any rights with respect to such Shareholder Designee’s term of officelisting standards, and with respect to indemnification arrangements, directors will disclose in its annual meeting proxy statement that it is a “controlled company” and officers insurance coverage and other similar protections and expense reimbursement. (h) Notwithstanding anything in this Section 3.1 to the contrary, (i) the Company will not be obligated to take any action in respect of any Shareholder Designee pursuant to Sections 3.1(c)(ii) if the Shareholder shall have failed, in any material respect, to provide, or cause to be providedbasis for that determination. The Company, the notice Carlyle Stockholders and information required by clauses (i) the Executive Stockholders acknowledge and (ii) agree that, as of Section 3.1(f); and (ii) in the event that a breach of Article IV or Article V by the Shareholder Parent or the Shareholder shall have occurred and be continuing, in addition to any other remedies that the Company may have, the Shareholder’s right to designate a Shareholder Designee shall be suspended; provided, however, that such right shall be reinstated and become effective from and after the date on which any such default shall have been cured or remedied until a Board Right Termination Event occurs. (i) During the Board Right Period and except as required by applicable lawof this Agreement, the Company shall not take any action is a “controlled company.” After the Company ceases to cause the removal (without cause) of a Shareholder Designee serving qualify as a Director. The Shareholder shall cause “controlled company” under applicable listing standards then in effect, each of the Shareholder Designee Carlyle Stockholders and the Executive Stockholders acknowledges that a sufficient number of their designees will be required to resign or, if reasonably sufficient, recuse himself or herself any time the presence of such individual qualify as a Shareholder Designee on “independent directors” to ensure that the Board shall, complies with such applicable listing standards in the time periods required by the applicable listing standards then in effect, and shall discuss and use commercially reasonable judgment of efforts to agree upon appropriate changes to their designees consistent with the Board, reasonably be likely to violate applicable law or otherwise compromise the Board’s exercise of its fiduciary dutiesforegoing.

Board Representation. (a) From and after Effective upon the Closing Date until a Board Right Termination Event occurs (the “Board Right Period”)IPO Closing, the Shareholder Purchaser shall have the right (but not the obligation), upon written notice to the Company, to designate one individual to serve on the Board (the “Shareholder Purchaser Designee”); provided) to be, howeverat Purchaser’s election, that such Shareholder Designee shall satisfy the applicable requirements set forth in Section 3.1(b); provided, further, that if either (a) a non-voting observer (a “Board Right Termination Event occurs, the Shareholder shall promptly cause the Shareholder Designee, if any, then serving on the Board to resign, effective immediately, from the Board and from any committees or subcommittees thereof to which the Shareholder Designee is then appointed or on which he or she is then serving, and the right Observer”) of the Shareholder to designate a Shareholder Designee shall terminate. Company’s board of directors (the “Board”) or (b) Notwithstanding anything to elected as a member of the contrary set forth in this Agreement, any Shareholder Designee designated by the Shareholder pursuant to Section 3.1(a) (i) Board. Any Board Observer shall be resident in Ireland for so long as such Shareholder Designee serves as a Director; (ii) shall qualify as an “independent director” under applicable provisions of the Exchange Act and under applicable NASDAQ rules and regulations, or the applicable rules and regulations of the principal securities exchange on which the Ordinary Shares are then listed; (iii) would not, at the time of such designation, be required entitled to disclose any information pursuant to Item 2(d) or (e) of Schedule 13D (as in effect on the date of this Agreement) if such Shareholder Designee were the “person filing” such Schedule 13D; (iv) shall not, at the time of such designation, be prohibited or disqualified 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 the Companies Acts; and (v) shall, in the good faith judgment of the Nominating and Corporate Governance Committee of the Board (the “Nominating Committee”), satisfy the requirements set forth in the Company’s Organizational Documents and Corporate Governance Guidelines (as in effect from time to time), in each case as are applicable to all non-employee Directors generally. The Shareholder Designee shall, upon appointment or election, as the case may be, to the Board, execute such agreements as are required to be executed by all non-employee Directors generally and shall otherwise abide by the provisions of all codes and policies of the Company that are applicable to all non-employee Directors generally, including, as applicable, the Company’s ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Policy, policies requiring the pre-clearance of all securities trading activity, the Company’s Code of Conduct and the Company’s stock ownership policy. (c) During the Board Right Period, the Company shall use reasonable endeavors to procure, (i) at the next scheduled meeting attend meetings of the Board, and to receive all information provided to the members of the Board during the period in which such person is a Board Observer; provided, that the Board Observer shall not be validly noticedentitled to vote on any matter submitted to the Board or any of its committees nor to offer any motions or resolutions to the Board or such committees. In the event of the Purchaser Designee’s death, disability or resignation from the Board prior to the Business Combination Closing, the appointment of Purchaser shall have the Shareholder right to designate a replacement Purchaser Designee. In the event the Purchaser designates a Purchaser Designee to be elected to the Board; and Board pursuant to clause (iib) thereafterabove, at each annual general meeting the Sponsor hereby agrees to vote all of shareholders of its shares in the Company occurring during the Board Right Period at which the term of the Shareholder Designee will expire in accordance with the Company’s Organizational Documents (whether by rotation or otherwise), the election or re-election, as the case may be, of the applicable Shareholder Designee to the Board, including by (A) nominating such Shareholder Designee for election to serve as a Director as provided in this Agreement, (B) subject to compliance by the Shareholder with Section 3.1(f), including such nomination and other required information regarding such Shareholder Designee in the Company’s proxy materials for such meeting of shareholders and (C) soliciting or causing the solicitation of proxies in favor of the election of such Shareholder the Purchaser Designee, and the Purchaser Designee as a Director, shall be entitled to an indemnification agreement in the case of each of clauses form attached hereto as Exhibit D. The Company may exclude any Board Observer from access to any material or meeting or portion thereof if: (i) and (ii), for a term expiring at the next annual general meeting of shareholders at which members of the class of Directors to which the Shareholder Designee belongs are to be elected or re-elected, as the case may be, or until such Shareholder Designee’s successor shall have been elected and qualified, or at such earlier time, if any, as such Shareholder Designee may resign, retire, die or be removed (for any reason) as a Director. (d) Notwithstanding the foregoing, the Company shall not be obligated to procure the appointment of any individual to the Board pursuant to Section 3.1(c)(i) or to procure the election or re-election of any individual pursuant to Section 3.1(c)(ii) if such individual shall have previously been designated by the Shareholder pursuant to Section 3.1(a) and nominated by the Company for election or re-electionconcludes in good faith, as the case may be, as a Director as provided in Section 3.1(c)(ii) (and provided that the Company shall have complied with its obligations set forth in Section 3.1(c)(ii) in respect thereof), and, following the vote of shareholders at the annual general meeting of shareholders, shall have failed to be elected or re-elected, as the case may be, as a Director by the requisite vote upon advice of the Company’s shareholders. (e) In furtherance ofcounsel, and not in limitation to, that such exclusion is reasonably necessary to preserve the Shareholder’s rights in this Section 3.1, during the Board Right Period, (i) the Shareholder shall have the right (but not the obligation), upon written notice to attorney-client privilege between the Company as provided in Section 3.1(a), to designate a Shareholder Designee to replace any Shareholder Designee who shall have resigned, retired, died and such counsel; or been removed from office (for any reasonii) or who, following the voting such portion of shareholders at a meeting of shareholders is an executive session limited solely to independent director members of the Company shall have failed to be elected or re-electedBoard, independent auditors and/or legal counsel, as the case Board may bedesignate, and the Board Observer (assuming the Board Observer were a member of the Board) would not meet the then-applicable standards for independence adopted by the requisite vote of NASDAQ Capital Market, or such other exchange on which the Company’s shareholders; and securities are then traded. In the event the Purchaser designates a Board Observer pursuant to clause (iia) the provisions of Sections 3.1(c) and 3.1(d) above, Purchaser’s Board Observer shall apply tohave no duties, and the Company shall comply with its obligations contained therein in respect of, any such replacement Shareholder Designee. (f) Not less than one hundred twenty (120) days prior to the anniversary of the prior year’s annual general meeting of shareholders of the Company occurring during the Board Right Period at which members of the class of Directors to which the Shareholder Designee belongs are to be elected, the Shareholder shall (i) notify the Company in writing of the name of the Shareholder Designee to be nominated for election at such meeting and (ii) provide, fiduciary or cause such Shareholder Designee to provideotherwise, to the Company, all information concerning such Shareholder Designee and his or her nomination to be elected as a Director at such meeting as shall reasonably be required to (A) comply with applicable securities laws, the rules of NASDAQ or any other stock exchange on which securities of the Company are then quoted or listed for trading and the Companies Acts and (B) enable the Nominating Committee to make determinations with respect to such Shareholder Designee’s satisfaction of the requirements set forth in Section 3.1(b)(v); provided that the Nominating Committee shall make such determinations as promptly as practicable following receipt by the Company of the notification and information contemplated in clauses (i) and (ii) of this Section 3.1(f) and shall promptly provide the Shareholder with written notice if the Nominating Committee determines that such Shareholder Designee does not satisfy such requirements (together with a reasonably detailed description of the basis on which the Nominating Committee shall have made such determination). (g) During the Board Right Period, the Company agrees that any Shareholder Designee serving as a Director shall be entitled to the same 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 such Shareholder Designee’s term of office, and with respect to indemnification arrangements, directors and officers insurance coverage and other similar protections and expense reimbursement. (h) Notwithstanding anything in this Section 3.1 to the contrary, (i) the Company will not be obligated to take any action in respect of any Shareholder Designee pursuant to Sections 3.1(c)(ii) if the Shareholder shall have failed, in any material respect, to provide, or cause to be provided, the notice and information required by clauses (i) and (ii) of Section 3.1(f); and (ii) in the event that a breach of Article IV or Article V by the Shareholder Parent or the Shareholder shall have occurred and be continuing, in addition to any other remedies that the Company may have, the Shareholder’s right to designate a Shareholder Designee shall be suspended; provided, however, that such right shall be reinstated and become effective from and after the date on which any such default shall have been cured or remedied until a Board Right Termination Event occurs. (i) During the Board Right Period and except as required by applicable law, the Company shall not take any action to cause the removal (without cause) of a Shareholder Designee serving as a Director. The Shareholder shall cause the Shareholder Designee to resign or, if reasonably sufficient, recuse himself or herself any time the presence of such individual as a Shareholder Designee on the Board shall, in the reasonable judgment of the Board, reasonably be likely to violate applicable law or otherwise compromise the Board’s exercise of its fiduciary duties.

Board Representation. (a) From and after Effective as of the Closing Date until a Board Right Termination Event occurs (the “Board Right Period”)Date, subject to applicable law, the Shareholder shall have Majority Stockholder may designate one Person to be proposed by the right (but not the obligation), upon written notice Board to the Company, 's stockholders to designate one individual be elected a Director; provided that such designee must be reasonably satisfactory to serve on the Company (such determination to be made by the Board (after receiving a recommendation from the “Shareholder Designee”)nominating committee of the Company; provided, howeverthat for the avoidance of doubt, that any Person who is a managing director of Silver Lake Partners, L.P., a Delaware limited partnership, as of the date hereof, shall be deemed to be satisfactory to the Company and the Board for such Shareholder Designee shall satisfy purposes unless (i) any such managing director does not meet the applicable requirements criteria for directors set forth in Section 3.1(b); providedthe Nasdaq National Market rules, further, that if a Board Right Termination Event occurs, the Shareholder shall promptly cause the Shareholder Designee, if any, then serving on any corporate governance guidelines or policies adopted by the Board or any committee thereof, or any other applicable law and regulation, or (ii) the Company's nominating committee in good faith makes a determination that the appointment of any such managing director to resign, effective immediately, from the Board and from any committees or subcommittees thereof would be materially disadvantageous to which the Shareholder Designee is then appointed or on which he or she is then serving, and Company (the right of the Shareholder to designate a Shareholder Designee shall terminate"Stockholder Representative"). (b) Notwithstanding anything to the contrary set forth in this AgreementThe Company shall take all necessary action, any Shareholder Designee designated by the Shareholder pursuant to Section 3.1(a) (i) shall be resident in Ireland for so long as such Shareholder Designee serves as a Director; (ii) shall qualify as an “independent director” under applicable provisions of the Exchange Act and under applicable NASDAQ rules and regulations, or the applicable rules and regulations of the principal securities exchange on which the Ordinary Shares are then listed; (iii) would not, at the time of such designation, be required to disclose any information pursuant to Item 2(d) or (e) of Schedule 13D (as in effect on the date of this Agreement) if such Shareholder Designee were the “person filing” such Schedule 13D; (iv) shall not, at the time of such designation, be prohibited or disqualified from serving as a director of a public company pursuant to any applicable rule or regulation of the SEC or NASDAQ or pursuant subject to applicable law, including to cause the Companies Acts; and (v) shall, in the good faith judgment of the Nominating and Corporate Governance Committee size of the Board to be increased to ten (10) members from eight (8) members, effective as of the “Nominating Committee”)Closing Date, satisfy and the requirements set forth in the Company’s Organizational Documents and Corporate Governance Guidelines (as in effect from time Company shall use reasonable best efforts, subject to time), in each case as are applicable to all non-employee Directors generally. The Shareholder Designee shall, upon appointment or election, as the case may belaw, to cause the Board, execute such agreements as are required vacancies to be executed filled by all non-employee Directors generally and shall otherwise abide by the provisions of all codes and policies of the Company that are applicable to all non-employee Directors generally, including, (i) David J. Roux (or such other individual as applicable, the Company’s may be designated in writin▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇ Policyrity Stockholder at least forty-five (45) days prior to the filling of such vacancy and in accordance with Section 5.1(a) hereof) to be the initial Stockholder Representative, policies requiring and (ii) one (1) individual who qualifies as an "independent" director of Borg pursuant to proposed and applicable laws and regulations. The Company agrees to consult with the pre-clearance Majority Stockholder in good faith before making any other changes to the size of all securities trading activity, the Company’s Code of Conduct and the Company’s stock ownership policyBoard. (c) During At the expiration of any Stockholder Representative's designated term as director, the Board Right Period, the Company shall use reasonable endeavors to procure, (i) at the next scheduled meeting of the Board, which shall be validly noticed, the appointment of the Shareholder Designee to the Board; and (ii) thereafter, at each annual general meeting of shareholders of the Company occurring during the Board Right Period at which the term of the Shareholder Designee will expire in accordance with recommend a vote by the Company’s Organizational Documents (whether by rotation or otherwise), the election or re-election, as the case may be, of the applicable Shareholder Designee to the Board, including by (A) nominating such Shareholder Designee for election to serve as a Director as provided in this Agreement, (B) subject to compliance by the Shareholder with Section 3.1(f), including such nomination and other required information regarding such Shareholder Designee in the Company’s proxy materials for such meeting of shareholders and (C) soliciting or causing the solicitation of proxies 's stockholders in favor of the reelection of such Stockholder Representative (or the election of any replacement designated by the Majority Stockholder in accordance with Section 5.1(a) hereof). If any Stockholder Representative or any successor thereto ceases to be a director of the Company at any time prior to the expiration of such Shareholder Designee Stockholder Representative's designated term as director, whether as a Directorresult of death, resignation, retirement, disqualification, removal from office or other cause, the Board will appoint a Stockholder Representative to fill the vacancy so created and the Board will recommend a vote by the Company's stockholders in the case of each of clauses (i) and (ii), for a term expiring at the next annual general meeting of shareholders at which members favor of the class ratification of Directors to which the Shareholder Designee belongs are to be elected or re-elected, as the case may be, or until appointment of such Shareholder Designee’s successor shall have been elected and qualified, or at such earlier time, if any, as such Shareholder Designee may resign, retire, die or be removed (for any reason) as a DirectorPerson. (d) Notwithstanding anything in this Agreement to the foregoingcontrary, the Company shall not be obligated to procure Board and all of the appointment committees of any individual to the Board pursuant will operate in such a way to Section 3.1(c)(i) or to procure the election or re-election of any individual pursuant to Section 3.1(c)(ii) if such individual shall have previously been designated by the Shareholder pursuant to Section 3.1(a) and nominated by permit the Company for election or re-electionto comply with applicable law and maintain its listings on the Nasdaq National Market and Euronext, as the case may be, as a Director as provided in Section 3.1(c)(ii) (and provided that the Company shall have complied with its obligations set forth in Section 3.1(c)(ii) in respect thereof), and, following the vote of shareholders at the annual general meeting of shareholders, shall have failed to be elected or re-elected, as the case may be, as a Director by the requisite vote of the Company’s shareholdersapplicable. (e) In furtherance of, and not in limitation to, the Shareholder’s rights in this Section 3.1, during the Board Right Period, (i) the Shareholder The Majority Stockholder shall have the right (but not the obligation), upon written notice to the Company as provided in Section 3.1(a), assign its rights under this Article V to designate a Shareholder Designee to replace any Shareholder Designee who shall have resigned, retired, died or been removed from office (for any reason) or who, following the voting of shareholders at a meeting of shareholders of the Company shall have failed to be elected or re-elected, as the case may be, by the requisite vote of the Company’s shareholders; and (ii) the provisions of Sections 3.1(c) and 3.1(d) shall apply to, and the Company shall comply with its obligations contained therein in respect of, any such replacement Shareholder Designee. (f) Not less than one hundred twenty (120) days prior to the anniversary of the prior year’s annual general meeting of shareholders of the Company occurring during the Board Right Period at which members of the class of Directors to which the Shareholder Designee belongs are to be elected, the Shareholder shall (i) notify the Company in writing of the name of the Shareholder Designee to be nominated for election at such meeting and (ii) provide, or cause such Shareholder Designee to provide, to the Company, all information concerning such Shareholder Designee and his or her nomination to be elected as a Director at such meeting as shall reasonably be required to (A) comply with applicable securities laws, the rules of NASDAQ or any other stock exchange on which securities of the Company are then quoted or listed for trading and the Companies Acts and (B) enable the Nominating Committee to make determinations with respect to such Shareholder Designee’s satisfaction of the requirements set forth in Section 3.1(b)(v); provided that the Nominating Committee shall make such determinations as promptly as practicable following receipt by the Company of the notification and information contemplated in clauses (i) and (ii) of this Section 3.1(f) and shall promptly provide the Shareholder with written notice if the Nominating Committee determines that such Shareholder Designee does not satisfy such requirements (together with a reasonably detailed description of the basis on which the Nominating Committee shall have made such determination). (g) During the Board Right Period, the Company agrees that any Shareholder Designee serving as a Director shall be entitled to the same 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 such Shareholder Designee’s term of office, and with respect to indemnification arrangements, directors and officers insurance coverage and other similar protections and expense reimbursement. (h) Notwithstanding anything in this Section 3.1 to the contrary, (i) the Company will not be obligated to take any action in respect of any Shareholder Designee pursuant to Sections 3.1(c)(ii) if the Shareholder shall have failed, in any material respect, to provide, or cause to be provided, the notice and information required by clauses (i) and (ii) of Section 3.1(f); and (ii) Silver Lake in the event that a breach of Article IV or Article V by the Shareholder Parent or the Shareholder shall have occurred and be continuing, in addition to any other remedies that the Company may have, the Shareholder’s right to designate a Shareholder Designee shall be suspended; provided, however, that such right shall be reinstated and become effective from and after the date on which any such default shall have been cured or remedied until a Board Right Termination Event occurs. (i) During the Board Right Period and except as required by applicable law, the Company shall not take any action to cause the removal (without cause) of a Shareholder Designee serving as a Director. The Shareholder shall cause the Shareholder Designee to resign or, if reasonably sufficient, recuse himself or herself any time the presence of such individual as a Shareholder Designee on the Board shall, in the reasonable judgment distribution of the Board, reasonably be likely Subject Shares pursuant to violate applicable law or otherwise compromise the Board’s exercise of its fiduciary dutiesSection 3.3 hereof.

Board Representation. (a) From and after Upon the later of (x) forty-five (45) days following the Closing Date until or (y) designation by the Investor to the Company of a Qualified Nominee, (i) the Company shall increase the size of the Board Right Termination Event occurs by one director and (ii) the “Board Right Period”), shall fill this vacancy with one person designated by the Shareholder Investor who shall have be reasonably acceptable to the right (but not the obligation), upon Board and shall meet all qualifications required by written notice to policy of the Company, including, without limitation, the Board, the Nominating and Governance Committee of the Board and the ethics and compliance program of the Company, in effect from time to designate time that apply to all nominees for the Board (a “Qualified Nominee”). (b) Until the occurrence of an Investor Rights Termination Event, (i) at each annual meeting of the stockholders of the Company, the Board shall nominate and recommend for election one individual Qualified Nominee designated by the Investor to serve as a director on the Board (the “Shareholder DesigneeBoard Representative”); provided, however, ) and shall use its reasonable best efforts to cause such person to be elected to serve as a director on the Board (it being understood that such Shareholder Designee Qualified Nominee shall satisfy not be in addition to the applicable requirements set forth in Section 3.1(b); provided, further, that if a Board Right Termination Event occurs, person designated by the Shareholder shall promptly cause the Shareholder Designee, if any, then Investor and serving on the Board pursuant to resign, effective immediately, from the Board and from any committees or subcommittees thereof to which the Shareholder Designee is then appointed or on which he or she is then servingSection 2.3(a) above, and that the Investor’s right of the Shareholder to designate a Shareholder Designee Qualified Nominee to serve on the Board at any given time shall terminate. (b) Notwithstanding anything be limited to one person); provided that such efforts will not require the Company to postpone its annual meeting of stockholders or take extraordinary solicitation efforts not taken with regard to the contrary set forth in this Agreement, any Shareholder Designee designated by the Shareholder pursuant to Section 3.1(a) (i) shall be resident in Ireland for so long as such Shareholder Designee serves as a Director; (ii) shall qualify as an “independent director” under applicable provisions of the Exchange Act and under applicable NASDAQ rules and regulations, or the applicable rules and regulations of the principal securities exchange on which the Ordinary Shares are then listed; (iii) would not, at the time of such designation, be required to disclose any information pursuant to Item 2(d) or (e) of Schedule 13D (as in effect on the date of this Agreement) if such Shareholder Designee were the “person filing” such Schedule 13D; (iv) shall not, at the time of such designation, be prohibited or disqualified 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 the Companies Acts; and (v) shall, in the good faith judgment of the Nominating and Corporate Governance Committee of the Board (the “Nominating Committee”), satisfy the requirements set forth in the Company’s Organizational Documents and Corporate Governance Guidelines (as in effect from time to time), in each case as are applicable to all non-employee Directors generally. The Shareholder Designee shall, upon appointment or election, as the case may be, to the Board, execute such agreements as are required to be executed by all non-employee Directors generally and shall otherwise abide by the provisions of all codes and policies of the Company that are applicable to all non-employee Directors generally, including, as applicable, the Company’s ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Policy, policies requiring the pre-clearance of all securities trading activity, the Company’s Code of Conduct and the Company’s stock ownership policy. (c) During the Board Right Period, the Company shall use reasonable endeavors to procure, (i) at the next scheduled meeting of the Board, which shall be validly noticed, the appointment of the Shareholder Designee to the Board; and (ii) thereafter, at each annual general meeting of shareholders of the Company occurring during the Board Right Period at which the term of the Shareholder Designee will expire in accordance with the Company’s Organizational Documents (whether by rotation or otherwise), the election or re-election, as the case may be, of the applicable Shareholder Designee other nominees to the Board, including by (A) nominating such Shareholder Designee for election to serve as a Director as provided in this Agreement, (B) subject to compliance by the Shareholder with Section 3.1(f), including such nomination and other required information regarding such Shareholder Designee in the Company’s proxy materials for such meeting of shareholders and (C) soliciting or causing the solicitation of proxies in favor of the election of such Shareholder Designee as a Director, in the case of each of clauses (i) and (ii), for a term expiring at the next annual general meeting of shareholders at which members of the class of Directors to which the Shareholder Designee belongs are to be elected or re-elected, as the case may be, or until such Shareholder Designee’s successor shall have been elected and qualified, or at such earlier time, if any, as such Shareholder Designee may resign, retire, die or be removed (for any reason) as a Director. (d) Notwithstanding the foregoing, the Company shall not be obligated to procure the appointment of any individual to the Board pursuant to Section 3.1(c)(i) or to procure the election or re-election of any individual pursuant to Section 3.1(c)(ii) if such individual shall have previously been designated by the Shareholder pursuant to Section 3.1(a) and nominated by the Company for election or re-election, as the case may be, as a Director as provided in Section 3.1(c)(ii) (and provided that the Company shall have complied with its obligations set forth in Section 3.1(c)(ii) in respect thereof), and, following the vote of shareholders at the annual general meeting of shareholders, shall have failed to be elected or re-elected, as the case may be, as a Director by the requisite vote of the Company’s shareholders. (e) In furtherance of, and not in limitation to, the Shareholder’s rights in this Section 3.1, during the Board Right Period, (i) the Shareholder shall have the right (but not the obligation), upon written notice to the Company as provided in Section 3.1(a), to designate a Shareholder Designee to replace any Shareholder Designee who shall have resigned, retired, died or been removed from office (for any reason) or who, following the voting of shareholders at a meeting of shareholders of the Company shall have failed to be elected or re-elected, as the case may be, by the requisite vote of the Company’s shareholders; and (ii) the provisions of Sections 3.1(c) and 3.1(d) shall apply to, and the Company shall comply with its obligations contained therein in respect of, any such replacement Shareholder Designee. (f) Not less than one hundred twenty (120) days prior to the anniversary of the prior year’s annual general meeting of shareholders of the Company occurring during the Board Right Period at which members of the class of Directors to which the Shareholder Designee belongs are to be elected, the Shareholder shall (i) notify the Company in writing of the name of the Shareholder Designee to be nominated for election at such meeting and (ii) provide, or cause such Shareholder Designee to provide, to the Company, all information concerning such Shareholder Designee and his or her nomination to be elected as a Director at such meeting as shall reasonably be required to (A) comply with applicable securities laws, the rules of NASDAQ or any other stock exchange on which securities of the Company are then quoted or listed for trading and the Companies Acts and (B) enable the Nominating Committee to make determinations with respect to such Shareholder Designee’s satisfaction of the requirements set forth in Section 3.1(b)(v); provided that the Nominating Committee shall make such determinations as promptly as practicable following receipt by the Company of the notification and information contemplated in clauses (i) and (ii) of this Section 3.1(f) and shall promptly provide the Shareholder with written notice if the Nominating Committee determines that such Shareholder Designee does not satisfy such requirements (together with a reasonably detailed description of the basis on which the Nominating Committee shall have made such determination). (g) During the Board Right Period, the Company agrees that any Shareholder Designee serving as a Director shall be entitled to the same 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 such Shareholder Designee’s term of office, and with respect to indemnification arrangements, directors and officers insurance coverage and other similar protections and expense reimbursement. (h) Notwithstanding anything in this Section 3.1 to the contrary, (i) the Company will not be obligated to take any action in respect pay extraordinary costs with regard to the election of any Shareholder Designee pursuant to Sections 3.1(c)(ii) if the Shareholder shall have failed, in any material respect, to provide, or cause to be provided, the notice and information required by clauses (i) such Qualified Nominee as director and (ii) upon the death, disability, retirement, resignation, removal or other vacancy of Section 3.1(f); and (ii) in the event that a breach of Article IV or Article V director designated by the Shareholder Parent or the Shareholder shall have occurred and be continuing, in addition to any other remedies that the Company may haveInvestor, the Shareholder’s right Board shall elect as a director to designate fill the vacancy so created a Shareholder Designee shall be suspended; provided, however, that Qualified Nominee designated by the Investor to fill such right shall be reinstated and become effective from and after the date on which any such default shall have been cured or remedied until a Board Right Termination Event occursvacancy. (ic) During The Board Representative shall be entitled to the Board Right Period same compensation and except as required by applicable law, the Company shall not take any action to cause the removal (without cause) of a Shareholder Designee serving same indemnification in connection with his or her role as a Director. The Shareholder shall cause director as the Shareholder Designee to resign or, if reasonably sufficient, recuse himself or herself any time the presence of such individual as a Shareholder Designee on the Board shall, in the reasonable judgment other members of the Board, reasonably and shall be likely entitled to violate applicable law reimbursement for documented, reasonable out-of-pocket expenses incurred in attending meetings of the Board or otherwise compromise any committees thereof, to the same extent as the other members of the Board’s exercise . The Company shall notify the Board Representative of its fiduciary dutiesall regular and special meetings of the Board and shall notify the Board Representative of all regular and special meetings of any committee of the Board of which the Board Representative is a member. The Company shall provide the Board Representative with copies of all notices, minutes, consents and other materials provided to all other members of the Board concurrently as such materials are provided to the other members.

Board Representation. (a) From For so long as Purchasers and after any Permitted Transferees own, in the Closing Date until aggregate, at least the Required Interest, each Stockholder shall vote or cause to be voted (including by written consent, if applicable) all shares of Common Stock which such Stockholder has the power to vote or in respect of which such Stockholder has the power to direct the vote in favor of the nominees (each a "Purchaser Designee") to the Board Right Termination Event occurs of Directors of the Company designated by MSREF III and MSP (or their Permitted Transferees) pursuant to the “Board Right Period”)provisions of Section 4.10 of the Purchase Agreement, at any regular or special meeting of the Shareholder shall have shareholders of the right Company (but not including any adjournments thereof) called for the obligation), upon written notice to purpose of electing directors of the Company, except the foregoing shall not apply to designate one individual the extent any Purchaser Designee has been elected to serve on the Board (the “Shareholder Designee”); provided, however, that such Shareholder Designee shall satisfy the applicable requirements set forth of Directors and is in Section 3.1(b); provided, further, that if a Board Right Termination Event occurs, the Shareholder shall promptly cause the Shareholder Designee, if any, then serving on the Board to resign, effective immediately, from the Board and from any committees or subcommittees thereof to which the Shareholder Designee is then appointed or on which he or she is then serving, and the right class of the Shareholder to designate a Shareholder Designee shall terminatedirectors not currently standing for re-election. (b) Notwithstanding anything to the contrary set forth in this Agreement, any Shareholder Designee designated by the Shareholder pursuant to Section 3.1(a) (i) shall be resident in Ireland for For so long as Purchasers and any Permitted Transferees own, in the aggregate, less than the Required Interest but at least the Minimum Interest, each Stockholder shall vote or cause to be voted (including by written consent, if applicable) all shares of Common Stock which such Shareholder Designee serves as a Director; Stockholder has the power to vote or in respect of which such Stockholder has the power to direct the vote in favor of the nominee to the Board of Directors of the Company designated by MSP (iior its Permitted Transferee) shall qualify as an “independent director” under applicable pursuant to the provisions of Section 4.10 of the Exchange Act and under applicable NASDAQ rules and regulationsPurchase Agreement, at any regular or special meeting of the shareholders of the Company (including any adjournments thereof) called for the purpose of electing Directors of the Company. (c) In the event any Purchaser Designee shall resign, or be removed, or be unable to serve for any reason prior to the applicable rules and regulations expiration of the principal securities exchange on which the Ordinary Shares are then listed; (iii) would not, at the time of such designation, be required to disclose any information pursuant to Item 2(d) his or (e) of Schedule 13D (as in effect on the date of this Agreement) if such Shareholder Designee were the “person filing” such Schedule 13D; (iv) shall not, at the time of such designation, be prohibited or disqualified from serving her term as a director of a public company pursuant to any applicable rule or regulation the Company, in accordance with Section 4.10 of the SEC Purchase Agreement, MSREF III or NASDAQ MSP (or pursuant to applicable law, including the Companies Acts; and (v) shall, in the good faith judgment of the Nominating and Corporate Governance Committee of the Board (the “Nominating Committee”their Permitted Transferees), satisfy the requirements set forth in the Company’s Organizational Documents and Corporate Governance Guidelines (as in effect from time to time), in each case as are applicable to all non-employee Directors generally. The Shareholder Designee shall, upon appointment or election, as the case may be, shall have the right to notify the Board of Directors of a replacement Purchaser Designee, and, to the Board, execute such agreements as are required to be executed by all non-employee Directors generally and shall otherwise abide by extent the provisions of all codes and policies of the Company that are applicable to all non-employee Directors generally, including, as applicable, the Company’s ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Policy, policies requiring the pre-clearance of all securities trading activity, the Company’s Code of Conduct and the Company’s stock ownership policy. (c) During the Board Right Period, the Company shall use reasonable endeavors to procure, (i) at the next scheduled meeting of the Board, which shall be validly noticed, the appointment of the Shareholder Designee to the Board; and (ii) thereafter, at each annual general meeting of shareholders of the Company occurring during shall be required to vote on the Board Right Period at which the term of the Shareholder Designee will expire in accordance with the Company’s Organizational Documents matter, each Stockholder shall vote or cause to be voted (whether by rotation or otherwise), the election or re-election, as the case may be, of the applicable Shareholder Designee to the Board, including by (Awritten consent, if applicable) nominating all shares of Common Stock which such Shareholder Designee for election Stockholder has the power to serve as a Director as provided vote or in this Agreement, (B) subject respect of which such Stockholder has the power to compliance by direct the Shareholder with Section 3.1(f), including such nomination and other required information regarding such Shareholder Designee in the Company’s proxy materials for such meeting of shareholders and (C) soliciting or causing the solicitation of proxies vote in favor of the election replacement Purchaser Designee to fill the unexpired term of the director nominee which such Shareholder new nominee is replacing. Each Purchaser Designee shall be reasonably acceptable to the Company as provided in the Purchase Agreement. (d) Each Stockholder agrees that he or it shall not take any direct or indirect action to remove any Purchaser Designee from the Board of Directors without cause. (e) In order to effectuate the provisions of this Agreement, each Stockholder hereby agrees that when any action or vote is required to be taken by such person in his or its capacity as a Directorstockholder pursuant to this Agreement, in such person shall, subject to compliance with the case Company's Amended and Restated Bylaws, use his or its reasonable best efforts to call, or cause the appropriate officers and directors of each of clauses (i) and (ii)the Company to call, for a term expiring at the next special or annual general meeting of shareholders at which members of the class of Directors to which the Shareholder Designee belongs are to be elected or re-electedshareholders, as the case may be, or until such Shareholder Designee’s successor shall have been elected and qualifiedto the extent permitted by law, or at such earlier time, if any, as such Shareholder Designee may resign, retire, die or be removed (for any reason) as to execute a Director. (d) Notwithstanding the foregoing, the Company shall not be obligated to procure the appointment written consent in lieu of any individual to the Board pursuant to Section 3.1(c)(i) or to procure the election or re-election of any individual pursuant to Section 3.1(c)(ii) if such individual shall have previously been designated by the Shareholder pursuant to Section 3.1(a) and nominated by the Company for election or re-election, as the case may be, as a Director as provided in Section 3.1(c)(ii) (and provided that the Company shall have complied with its obligations set forth in Section 3.1(c)(ii) in respect thereof), and, following the vote of shareholders at the annual general meeting of shareholders, shall have failed to be elected or re-elected, as the case may be, as a Director by the requisite vote of the Company’s shareholdersmeetings. (e) In furtherance of, and not in limitation to, the Shareholder’s rights in this Section 3.1, during the Board Right Period, (i) the Shareholder shall have the right (but not the obligation), upon written notice to the Company as provided in Section 3.1(a), to designate a Shareholder Designee to replace any Shareholder Designee who shall have resigned, retired, died or been removed from office (for any reason) or who, following the voting of shareholders at a meeting of shareholders of the Company shall have failed to be elected or re-elected, as the case may be, by the requisite vote of the Company’s shareholders; and (ii) the provisions of Sections 3.1(c) and 3.1(d) shall apply to, and the Company shall comply with its obligations contained therein in respect of, any such replacement Shareholder Designee. (f) Not less than one hundred twenty (120) days prior to the anniversary of the prior year’s annual general meeting of shareholders of the Company occurring during the Board Right Period at which members of the class of Directors to which the Shareholder Designee belongs are to be elected, the Shareholder shall (i) notify the Company in writing of the name of the Shareholder Designee to be nominated for election at such meeting and (ii) provide, or cause such Shareholder Designee to provide, to the Company, all information concerning such Shareholder Designee and his or her nomination to be elected as a Director at such meeting as shall reasonably be required to (A) comply with applicable securities laws, the rules of NASDAQ or any other stock exchange on which securities of the Company are then quoted or listed for trading and the Companies Acts and (B) enable the Nominating Committee to make determinations with respect to such Shareholder Designee’s satisfaction of the requirements set forth in Section 3.1(b)(v); provided that the Nominating Committee shall make such determinations as promptly as practicable following receipt by the Company of the notification and information contemplated in clauses (i) and (ii) of this Section 3.1(f) and shall promptly provide the Shareholder with written notice if the Nominating Committee determines that such Shareholder Designee does not satisfy such requirements (together with a reasonably detailed description of the basis on which the Nominating Committee shall have made such determination). (g) During the Board Right Period, the Company agrees that any Shareholder Designee serving as a Director shall be entitled to the same 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 such Shareholder Designee’s term of office, and with respect to indemnification arrangements, directors and officers insurance coverage and other similar protections and expense reimbursement. (h) Notwithstanding anything in this Section 3.1 to the contrary, (i) the Company will not be obligated to take any action in respect of any Shareholder Designee pursuant to Sections 3.1(c)(ii) if the Shareholder shall have failed, in any material respect, to provide, or cause to be provided, the notice and information required by clauses (i) and (ii) of Section 3.1(f); and (ii) in the event that a breach of Article IV or Article V by the Shareholder Parent or the Shareholder shall have occurred and be continuing, in addition to any other remedies that the Company may have, the Shareholder’s right to designate a Shareholder Designee shall be suspended; provided, however, that such right shall be reinstated and become effective from and after the date on which any such default shall have been cured or remedied until a Board Right Termination Event occurs. (i) During the Board Right Period and except as required by applicable law, the Company shall not take any action to cause the removal (without cause) of a Shareholder Designee serving as a Director. The Shareholder shall cause the Shareholder Designee to resign or, if reasonably sufficient, recuse himself or herself any time the presence of such individual as a Shareholder Designee on the Board shall, in the reasonable judgment of the Board, reasonably be likely to violate applicable law or otherwise compromise the Board’s exercise of its fiduciary duties.

Board Representation. (a) From and after the Closing Date Closing, and until a Board Right Termination Event occurs this Agreement is terminated in accordance with its terms, the Company and the Parent shall take such actions necessary to (i) ensure that (A) ▇▇▇▇ ▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ (the “Board Right PeriodFluent Legacy Stockholders”), the Shareholder shall have the right ) be entitled to nominate one (but not the obligation), upon written notice 1) individual for election to the Company, to designate one individual to serve on the Company Board (the “Shareholder DesigneeRSMC Director”); provided, however, that such Shareholder Designee shall satisfy the applicable requirements set forth in Section 3.1(b); provided, further, that if a Board Right Termination Event occurs, the Shareholder shall promptly cause the Shareholder Designee, if any, then serving on the Board to resign, effective immediately, from the Board and from any committees or subcommittees thereof to which the Shareholder Designee is then appointed or on which he or she is then serving, and the right of the Shareholder to designate a Shareholder Designee shall terminate. (b) Notwithstanding anything to the contrary set forth in this Agreement, any Shareholder Designee designated by the Shareholder pursuant to Section 3.1(a) (i) shall be resident in Ireland for so long as such Shareholder Designee serves as a Director; (ii) shall qualify as an “independent director” under applicable provisions of the Exchange Act and under applicable NASDAQ rules and regulations, or the applicable rules and regulations of the principal securities exchange on which the Ordinary Shares are then listed; (iii) would not, at the time of such designation, be required to disclose any information pursuant to Item 2(d) or (e) of Schedule 13D (as in effect on the date of this Agreement) if such Shareholder Designee were the “person filing” such Schedule 13D; (iv) shall not, at the time of such designation, be prohibited or disqualified 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 the Companies Acts; and (vB) shall, in the good faith judgment of the Nominating ▇▇▇▇▇▇▇ ▇▇▇▇▇ and Corporate Governance Committee of the Board (the “Nominating Committee”), satisfy the requirements set forth in the Company’s Organizational Documents and Corporate Governance Guidelines (as in effect from time to time), in each case as are applicable to all non-employee Directors generally. The Shareholder Designee shall, upon appointment or election, as the case may be, to the Board, execute such agreements as are required to be executed by all non-employee Directors generally and shall otherwise abide by the provisions of all codes and policies of the Company that are applicable to all non-employee Directors generally, including, as applicable, the Company’s ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Policy(the “Cogint Legacy Stockholders”) be entitled to nominate one (1) individual for election to the Company Board (the “PFMB Director,” and together with the RSMC Director, policies requiring the pre-clearance of all securities trading activityincluding their respective successors, the Company’s Code “Legacy Directors”), provided that the PFMB Director shall be ▇▇▇▇ ▇▇▇▇▇▇▇ until the earlier of Conduct (a) the second anniversary of the Closing and (b) ▇▇▇▇ ▇▇▇▇▇▇▇’▇ resignation from his position as the PFMB Director, (ii) elect such Legacy Directors to serve as members of the Company Board until their respective successors are elected and qualified or until their earlier resignation, removal or death and (iii) nominate each successor to each Legacy Director as directed by the Fluent Legacy Stockholders or Cogint Legacy Stockholders, as applicable. At the Closing, the Legacy Directors shall initially be determined by a written notice delivered by the applicable Legacy Stockholders to the Company (provided that the PFMB director shall be ▇▇▇▇ ▇▇▇▇▇▇▇). From and after the Closing, and until this Agreement is terminated in accordance with its terms, the Company and the Company’s stock ownership policyParent shall take such actions necessary to ensure that the size of the Company Board shall be seven (7) directors, which number may be increased pursuant to a majority vote of the Company Board, including the PFMB Director. All remaining members of the Company Board (including any increase to the Company Board pursuant to the preceding sentence) shall be determined consistent with applicable Law and rules and regulations of NASDAQ (including that if such remaining members of the Company Board are elected by the Parent, the Company may avail itself of any controlled company exemptions from NASDAQ corporate governance requirements). (cb) During From and after the Closing, and until this Agreement is terminated in accordance with its terms, the Fluent Legacy Stockholders may nominate the Fluent Legacy Director and the Cogint Legacy Stockholders may nominate the Cogint Legacy Director for election to the Company Board Right Periodat an annual meeting of stockholders of the Company by delivering to the Company a notice signed by the applicable Legacy Stockholders within a reasonable amount of time prior to such annual meeting of stockholders (and in any event within fifteen (15) days following written request by the Parent) and the mailing of any proxy statement relating to such annual meeting, which notice shall include the names and qualifications of such proposed Legacy Director(s) and such other information as the Company may reasonably request. As promptly as practicable after receipt, the Company shall use reasonable endeavors provide a copy of such notice to procurethe Corporate Governance and Nominating Committee of the Company Board (the “Committee”), which shall, if the proposed Legacy Director satisfies the criteria for qualifications of directors set forth in the Charter of the Committee (ias adopted on September 26, 2016) (as amended from time to time, the “Charter”), as determined in good faith by the Committee, at the next scheduled Committee meeting at which Company Board nominees are determined for purposes of the Company’s annual meeting of stockholders, make a recommendation to the Company Board, which and the Company Board shall take such action, that such Legacy Directors shall be validly noticednominated for election to the Company Board at the Company’s next annual meeting of stockholders and the Company Board shall, in the Company’s proxy statement relating to such annual meeting, recommend to the Company Stockholders that they should vote their shares in favor of the election of the proposed Legacy Directors. If the Committee reasonably determines in good faith that such proposed Legacy Director does not meet such criteria, the appointment Company shall notify the nominating Legacy Stockholders of such fact within ten (10) days of receipt of the Shareholder Designee applicable Legacy Stockholders’ notice, specifying in reasonable detail the reasons for the determination that such criteria have not been met, and the applicable Legacy Stockholders shall be entitled to the Board; and (ii) thereafter, at each annual general meeting of shareholders of the Company occurring during the Board Right Period at which the term of the Shareholder Designee will expire nominate another Legacy Director in accordance with the Company’s Organizational Documents (whether by rotation this Section 2.1(b) or otherwiseSection 2.1(c), the election or re-election, as the case may be; provided that the applicable Legacy Stockholders shall be provided with at least fifteen (15) additional days to submit any such nominee. (c) From and after the Closing, and until this Agreement is terminated in accordance with its terms, each nomination to the Company Board of any Legacy Director for election other than at an annual meeting of stockholders of the Company (whether due to the resignation, removal or death of a Legacy Director or otherwise) shall be made by delivering to the Company a notice signed by the nominating Legacy Stockholders, which notice shall include the names and qualifications of such proposed Legacy Director and such other information as the Company may reasonably request. As promptly as practicable, the Company shall provide a copy of such notice to the Committee, which shall, if the proposed Legacy Director satisfies the criteria for qualifications of directors set forth in the Charter, as determined in good faith by the Committee, as promptly as practicable, make a recommendation to the Company Board that such Legacy Director shall be appointed for election to the Company Board, which appointment may be made by the Company Board to the extent permitted pursuant to the Bylaws. As promptly as practicable thereafter, the Company and the Parent shall take such actions as are necessary to cause such appointment to be effected. If the Committee reasonably determines in good faith that such proposed Legacy Director does not meet such criteria, the Company shall notify the nominating Legacy Stockholders of such fact within ten (10) days of receipt of the applicable Shareholder Designee Legacy Stockholders’ notice, specifying in reasonable detail the reasons for the determination that such criteria have not been met, and the applicable Legacy Stockholders shall be entitled to the Board, including by (A) nominating such Shareholder Designee for election to serve as a nominate another Legacy Director as provided in this Agreement, (B) subject to compliance by the Shareholder accordance with Section 3.1(f2.1(b) or this Section 2.1(c), including such nomination and other required information regarding such Shareholder Designee in the Company’s proxy materials for such meeting of shareholders and (C) soliciting or causing the solicitation of proxies in favor of the election of such Shareholder Designee as a Director, in the case of each of clauses (i) and (ii), for a term expiring at the next annual general meeting of shareholders at which members of the class of Directors to which the Shareholder Designee belongs are to be elected or re-elected, as the case may be, or until ; provided that the applicable Legacy Stockholders shall be provided with at least fifteen (15) additional days to submit any such Shareholder Designee’s successor shall have been elected and qualified, or at such earlier time, if any, as such Shareholder Designee may resign, retire, die or be removed (for any reason) as a Directornominee. (d) Notwithstanding During the foregoing, the Company shall not be obligated to procure the appointment of any individual to the Board pursuant to Section 3.1(c)(i) or to procure the election or re-election of any individual pursuant to Section 3.1(c)(ii) if such individual shall have previously been designated by the Shareholder pursuant to Section 3.1(a) and nominated by the Company for election or re-election, as the case may be, as a Director as provided in Section 3.1(c)(ii) (and provided period that the Company shall have complied with its obligations set forth in Section 3.1(c)(ii) in respect thereof), and, following the vote of shareholders at the annual general meeting of shareholders, shall have failed to be elected or re-elected, as the case may be, as a Director by the requisite vote of the Company’s shareholders. (e) In furtherance of, and not in limitation to, the Shareholder’s rights in this Section 3.1, during the Board Right Period, (i) the Shareholder shall have the right (but not the obligation), upon written notice to the Company as provided in Section 3.1(a), to designate a Shareholder Designee to replace any Shareholder Designee who shall have resigned, retired, died or been removed from office (for any reason) or who, following the voting of shareholders at a meeting of shareholders Legacy Directors are members of the Company shall have failed to be elected or re-elected, as the case may be, by the requisite vote of the Company’s shareholders; and (ii) the provisions of Sections 3.1(c) and 3.1(d) shall apply to, and the Company shall comply with its obligations contained therein in respect of, any such replacement Shareholder Designee. (f) Not less than one hundred twenty (120) days prior to the anniversary of the prior year’s annual general meeting of shareholders of the Company occurring during the Board Right Period at which members of the class of Directors to which the Shareholder Designee belongs are to be electedBoard, the Shareholder shall (i) notify the Company in writing of the name of the Shareholder Designee to be nominated for election at such meeting and (ii) provide, or cause such Shareholder Designee to provide, to the Company, all information concerning such Shareholder Designee and his or her nomination to be elected as a Director at such meeting as shall reasonably be required to (A) comply with applicable securities laws, the rules of NASDAQ or any other stock exchange on which securities of the Company are then quoted or listed for trading and the Companies Acts and (B) enable the Nominating Committee to make determinations with respect to such Shareholder Designee’s satisfaction of the requirements set forth in Section 3.1(b)(v); provided that the Nominating Committee shall make such determinations as promptly as practicable following receipt by the Company of the notification and information contemplated in clauses (i) and (ii) of this Section 3.1(f) and shall promptly provide the Shareholder with written notice if the Nominating Committee determines that such Shareholder Designee does not satisfy such requirements (together with a reasonably detailed description of the basis on which the Nominating Committee shall have made such determination). (g) During the Board Right Period, the Company agrees that any Shareholder Designee serving as a Director Legacy Directors shall be entitled to the same rights, privileges and compensation applicable benefits afforded to all other non-employee Directors generally or to which all such non-employee Directors are entitledmembers of the Company Board in their capacity as such, including benefits under any rights with respect to such Shareholder Designee’s term of office, director and with respect to officer indemnification arrangements, directors and officers or insurance coverage and other similar protections and expense reimbursement. (h) Notwithstanding anything in this Section 3.1 to the contrary, (i) the Company will not be obligated to take any action in respect of any Shareholder Designee pursuant to Sections 3.1(c)(ii) if the Shareholder shall have failed, in any material respect, to provide, or cause to be provided, the notice and information required by clauses (i) and (ii) of Section 3.1(f); and (ii) in the event that a breach of Article IV or Article V policy maintained by the Shareholder Parent or the Shareholder shall have occurred and be continuing, in addition to any other remedies that the Company may have, the Shareholder’s right to designate a Shareholder Designee shall be suspended; provided, however, that such right shall be reinstated and become effective from and after the date on which any such default shall have been cured or remedied until a Board Right Termination Event occursCompany. (i) During the Board Right Period and except as required by applicable law, the Company shall not take any action to cause the removal (without cause) of a Shareholder Designee serving as a Director. The Shareholder shall cause the Shareholder Designee to resign or, if reasonably sufficient, recuse himself or herself any time the presence of such individual as a Shareholder Designee on the Board shall, in the reasonable judgment of the Board, reasonably be likely to violate applicable law or otherwise compromise the Board’s exercise of its fiduciary duties.

Board Representation. (a) From and after For so long as the Closing Date until a Board Right Termination Event occurs S Shareholders, in the aggregate, Beneficially Own Voting Securities representing at least ten per cent. (10%) of the “Board Right Period”)Voting Securities outstanding at such time, the Shareholder shall have the right (but not the obligation)Capricorn may, upon written notice to the Company, to designate one individual to serve on the Board two (the 2) individuals as Directors (each, a “Shareholder Designee”) and the Company shall appoint such Shareholder Designees as Directors and take all necessary actions to maintain their appointment (subject to this Clause 3.3); provided, however, that such Shareholder Designee shall satisfy the applicable requirements set forth in Section 3.1(bClause 3.3(b); provided, further, that, at such time that if a Board Right Termination Event occursthe S Shareholders, in the Shareholder aggregate, cease to Beneficially Own Voting Securities representing ten per cent. (10%) of the Voting Securities outstanding at such time but still, in the aggregate, Beneficially Own Voting Securities representing at least the Ownership Threshold, Capricorn shall use its best endeavours to promptly cause the one (1) of its Shareholder DesigneeDesignees, if any, then serving on appointed to the Board to resign, effective immediately, from the Board and from any committees or subcommittees thereof to which the Shareholder Designee is then appointed or on which he or she is then serving, and the right of Capricorn to appoint Shareholder Designees shall be permanently reduced from two (2) to one (1); provided, further, that, at such time that the S Shareholders, in the aggregate, cease to Beneficially Own Voting Securities representing at least the Ownership Threshold, Capricorn shall use its best endeavours to promptly cause each Shareholder Designee, if any, then appointed to the Board to resign, effective immediately, from the Board and from any committees or subcommittees thereof to which the Shareholder Designee is then appointed or on which he or she is then serving, and the right of Capricorn to designate Shareholder Designees shall permanently terminate. Capricorn hereby designates to serve on the Board as an initial Shareholder Designee, effective at the Closing, each of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ and ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, and the Company agrees, effective at the Closing, to promptly appoint ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ and ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ as Directors, and shall take all necessary actions to maintain their appointment (subject to this Clause 3.3). If for whatever reason, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ and/or ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ are not able to assume their function as director upon Closing, Capricorn will be entitled to designate a Shareholder Designee replacement who meets the requirements of Clause 3.3(b). Upon the Closing, the Board shall terminateconsist of ten (10) Directors. (b) Notwithstanding anything to the contrary set forth in this Agreement, from and after the Effective Time, any Shareholder Designee designated by the Shareholder Shareholders pursuant to Section 3.1(aClause 3.3(a) or 3.3(d): (i) shall not be resident in Ireland for so long as such Shareholder Designee serves as a Director; an Affiliate or Associate of any Shareholder; (ii) except in the case of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, shall qualify as an “independent director” under applicable provisions of the Exchange Act and under applicable NASDAQ NYSE rules and regulations, or the applicable rules and regulations of the principal securities exchange on which the Ordinary Shares are then listed; ; (iii) would not, at the time of such designation, be required to disclose any information pursuant to Item 2(d) or (e) of Schedule 13D (as in effect on at the date of this Agreement) if such Shareholder Designee were the “person filing” such Schedule 13D; ; (iv) shall not, at the time of such designation, be prohibited or disqualified from serving as a director of a public company pursuant to any applicable rule or regulation of the SEC or NASDAQ NYSE or pursuant to applicable law, including the Companies Acts; Act and the CDDA; (v) shall not during the term of his or her service as a Director be a director, officer, employee or Affiliate or Associate of a Competitor; and (vi) shall, in the good faith judgment of the Nominating and Corporate Governance and Nominating Committee of the Board (the “Nominating Committee”), satisfy the requirements set forth in the Company’s Organizational Organisational Documents and Corporate Governance Guidelines (as in effect from time to time), in each case as are applicable to all non-employee executive Directors generally. The Shareholder Designee shall, upon appointment or election, as the case may be, to the Board, execute such agreements as are required to be executed by all non-employee Directors generally and shall otherwise abide by the provisions of all codes and policies of the Company that are applicable to all non-employee Directors generally, including, as applicable, the Company’s ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Policy, policies requiring the pre-clearance of all securities trading activity, the Company’s Code of Conduct and the Company’s stock ownership policy. (c) During the Board Right Period, the Company shall use reasonable endeavors to procure, (i) at the next scheduled meeting of the Board, which shall be validly noticed, the appointment of the Shareholder Designee to the Board; and (ii) thereafter, at each annual general meeting of shareholders of the Company occurring during the Board Right Period at which the term of the Shareholder Designee will expire in accordance with the Company’s Organizational Documents (whether by rotation or otherwise), the election or re-election, as the case may be, of the applicable Shareholder Designee to the Board, including by (A) nominating such Shareholder Designee for election to serve as a Director as provided in this Agreement, (B) subject to compliance by the Shareholder with Section 3.1(f), including such nomination and other required information regarding such Shareholder Designee in the Company’s proxy materials for such meeting of shareholders and (C) soliciting or causing the solicitation of proxies in favor of the election of such Shareholder Designee as a Director, in the case of each of clauses (i) and (ii), for a term expiring at the next annual general meeting of shareholders at which members of the class of Directors to which the Shareholder Designee belongs are to be elected or re-elected, as the case may be, or until such Shareholder Designee’s successor shall have been elected and qualified, or at such earlier time, if any, as such Shareholder Designee may resign, retire, die or be removed (for any reason) as a Director. (d) Notwithstanding the foregoing, the Company shall not be obligated to procure the appointment of any individual to the Board pursuant to Section 3.1(c)(i) or to procure the election or re-election of any individual pursuant to Section 3.1(c)(ii) if such individual shall have previously been designated by the Shareholder pursuant to Section 3.1(a) and nominated by the Company for election or re-election, as the case may be, as a Director as provided in Section 3.1(c)(ii) (and provided that the Company shall have complied with its obligations set forth in Section 3.1(c)(ii) in respect thereof), and, following the vote of shareholders at the annual general meeting of shareholders, shall have failed to be elected or re-elected, as the case may be, as a Director by the requisite vote of the Company’s shareholders. (e) In furtherance of, and not in limitation to, the Shareholder’s rights in this Section 3.1, during the Board Right Period, (i) the Shareholder shall have the right (but not the obligation), upon written notice to the Company as provided in Section 3.1(a), to designate a Shareholder Designee to replace any Shareholder Designee who shall have resigned, retired, died or been removed from office (for any reason) or who, following the voting of shareholders at a meeting of shareholders of the Company shall have failed to be elected or re-elected, as the case may be, by the requisite vote of the Company’s shareholders; and (ii) the provisions of Sections 3.1(c) and 3.1(d) shall apply to, and the Company shall comply with its obligations contained therein in respect of, any such replacement Shareholder Designee. (f) Not less than one hundred twenty (120) days prior to the anniversary of the prior year’s annual general meeting of shareholders of the Company occurring during the Board Right Period at which members of the class of Directors to which the Shareholder Designee belongs are to be elected, the Shareholder shall (i) notify the Company in writing of the name of the Shareholder Designee to be nominated for election at such meeting and (ii) provide, or cause such Shareholder Designee to provide, to the Company, all information concerning such Shareholder Designee and his or her nomination to be elected as a Director at such meeting as shall reasonably be required to (A) comply with applicable securities laws, the rules of NASDAQ or any other stock exchange on which securities of the Company are then quoted or listed for trading and the Companies Acts and (B) enable the Nominating Committee to make determinations with respect to such Shareholder Designee’s satisfaction of the requirements set forth in Section 3.1(b)(v); provided that the Nominating Committee shall make such determinations as promptly as practicable following receipt by the Company of the notification and information contemplated in clauses (i) and (ii) of this Section 3.1(f) and shall promptly provide the Shareholder with written notice if the Nominating Committee determines that such Shareholder Designee does not satisfy such requirements (together with a reasonably detailed description of the basis on which the Nominating Committee shall have made such determination). (g) During the Board Right Period, the Company agrees that any Shareholder Designee serving as a Director shall be entitled to the same 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 such Shareholder Designee’s term of office, and with respect to indemnification arrangements, directors and officers insurance coverage and other similar protections and expense reimbursement. (h) Notwithstanding anything in this Section 3.1 to the contrary, (i) the Company will not be obligated to take any action in respect of any Shareholder Designee pursuant to Sections 3.1(c)(ii) if the Shareholder shall have failed, in any material respect, to provide, or cause to be provided, the notice and information required by clauses (i) and (ii) of Section 3.1(f); and (ii) in the event that a breach of Article IV or Article V by the Shareholder Parent or the Shareholder shall have occurred and be continuing, in addition to any other remedies that the Company may have, the Shareholder’s right to designate a Shareholder Designee shall be suspended; provided, however, that such right shall be reinstated and become effective from and after the date on which any such default shall have been cured or remedied until a Board Right Termination Event occurs. (i) During the Board Right Period and except as required by applicable law, the Company shall not take any action to cause the removal (without cause) of a Shareholder Designee serving as a Director. The Shareholder shall cause the Shareholder Designee to resign or, if reasonably sufficient, recuse himself or herself any time the presence of such individual as a Shareholder Designee on the Board shall, in the reasonable judgment of the Board, reasonably be likely to violate applicable law or otherwise compromise the Board’s exercise of its fiduciary duties.;

Board Representation. (a) From and after the Closing Date until a Board Right Termination Event occurs (the “Board Right Period”), the Shareholder The Holder shall have the right (but not the obligation)right, upon written notice to the Companyfollowing consultation with E-House, to designate one individual on (1) Director for nomination for election to serve the Board. The Holder shall retain this right until the first date on which the Holder, together with its affiliates, is no longer a Major Shareholder; provided that, notwithstanding the foregoing, the rights of the Holder in this Section 3.1 shall be subject to applicable law, and shall be subject to NYSE or other exchange or quotation system rules, as applicable, to the extent required such that the shares shall continue to be listed on the Board (the “Shareholder Designee”); providedNYSE or other exchange or quotation system, however, that such Shareholder Designee shall satisfy the applicable requirements set forth in Section 3.1(b); provided, further, that if a Board Right Termination Event occurs, the Shareholder shall promptly cause the Shareholder Designee, if any, then serving on the Board to resign, effective immediately, from the Board and from any committees or subcommittees thereof to which the Shareholder Designee is then appointed or on which he or she is then serving, and the right of the Shareholder to designate a Shareholder Designee shall terminateas applicable. (b) Notwithstanding anything For so long as the Holder has the right to designate one (1) Director for nomination for election to the contrary set forth in this Agreement, any Shareholder Designee designated by the Shareholder Board pursuant to Section 3.1(a) (i) shall be resident in Ireland for so long as such Shareholder Designee serves as a Director; (ii) shall qualify as an “independent director” under applicable provisions of ), E-House agrees to use its best efforts to cause the Exchange Act and under applicable NASDAQ rules and regulations, or the applicable rules and regulations of the principal securities exchange on which the Ordinary Shares are then listed; (iii) would not, at the time election of such designation, be required to disclose any information pursuant to Item 2(d) or (e) of Schedule 13D (as in effect on the date of this Agreement) if such Shareholder Designee were the “person filing” such Schedule 13D; (iv) shall not, at the time of such designation, be prohibited or disqualified 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 the Companies Acts; and (v) shall, in the good faith judgment of the Nominating and Corporate Governance Committee of the Board (the “Nominating Committee”), satisfy the requirements set forth in the Company’s Organizational Documents and Corporate Governance Guidelines (as in effect from time to time), in each case as are applicable to all non-employee Directors generally. The Shareholder Designee shall, upon appointment or election, as the case may be, to the Board, execute such agreements as are required to be executed by all non-employee Directors generally and shall otherwise abide by the provisions of all codes and policies of the Company that are applicable to all non-employee Directors generally, including, as applicable, the Company’s ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Policy, policies requiring the pre-clearance of all securities trading activity, the Company’s Code of Conduct and the Company’s stock ownership policy. (c) During the Board Right Period, the Company shall use reasonable endeavors to procure, (i) at the next scheduled meeting of the Board, which shall be validly noticed, the appointment of the Shareholder Designee to the Board; and (ii) thereafter, at each annual general meeting of shareholders of the Company occurring during the Board Right Period at which the term of the Shareholder Designee will expire in accordance with the Company’s Organizational Documents (whether by rotation or otherwise), the election or re-election, as the case may be, of the applicable Shareholder Designee Director to the Board, including by (Ai) nominating such Shareholder Designee for election individual to serve be elected as a Director as provided in this Agreementherein, (Bii) subject to compliance by the Shareholder with Section 3.1(f), including such nomination and other required information regarding such Shareholder Designee individual in the CompanyE-House’s proxy materials statement for such its annual meeting of shareholders stockholders and (Ciii) soliciting or causing the solicitation of proxies in favor of connection with the election of such Shareholder Designee as a Director, in the case of each of clauses (i) and (ii), for a term expiring at the next annual general meeting of shareholders at which members of the class of Directors to which the Shareholder Designee belongs are to be elected or re-elected, as the case may be, or until such Shareholder Designee’s successor shall have been elected and qualified, or at such earlier time, if any, as such Shareholder Designee may resign, retire, die or be removed (for any reason) individual as a Director. (dc) Notwithstanding For so long as the foregoing, Holder has the Company shall not be obligated right to procure the appointment of any individual designate one (1) Director for nomination for election to the Board pursuant to Section 3.1(c)(i) or to procure the election or re-election of any individual pursuant to Section 3.1(c)(ii) if such individual shall have previously been designated by the Shareholder pursuant to Section 3.1(a) and nominated by the Company for election or re-election, as the case may be, as a Director as provided in Section 3.1(c)(ii) (and provided that the Company shall have complied with its obligations set forth in Section 3.1(c)(ii) in respect thereof), and, following the vote of shareholders at the annual general meeting of shareholders, shall have failed to be elected or re-elected, as the case may be, as a Director by the requisite vote of the Company’s shareholders. (e) In furtherance of, and not in limitation to, the Shareholder’s rights in this Section 3.1, during the Board Right Period, (i) the Shareholder shall have the right (but not the obligation), upon written notice to the Company as provided in Section 3.1(a), to designate a Shareholder Designee to replace any Shareholder Designee who shall have resigned, retired, died or been removed from office (for any reason) or who, following the voting of shareholders at a meeting of shareholders of the Company shall have failed to be elected or re-elected, as the case may be, by the requisite vote of the Company’s shareholders; and (ii) the provisions of Sections 3.1(c) and 3.1(d) shall apply to, and the Company shall comply with its obligations contained therein in respect of, any such replacement Shareholder Designee. (f) Not less than one hundred twenty (120) days prior to the anniversary of the prior year’s annual general meeting of shareholders of the Company occurring during the Board Right Period at which members of the class of Directors to which the Shareholder Designee belongs are to be elected, the Shareholder shall (i) notify the Company in writing of the name of the Shareholder Designee to be nominated for election at such meeting and (ii) provide, or cause such Shareholder Designee to provide, to the Company, all information concerning such Shareholder Designee and his or her nomination to be elected as a Director at such meeting as shall reasonably be required to (A) comply with applicable securities laws, the rules of NASDAQ or any other stock exchange on which securities of the Company are then quoted or listed for trading and the Companies Acts and (B) enable the Nominating Committee to make determinations with respect to such Shareholder Designee’s satisfaction of the requirements set forth in Section 3.1(b)(v); provided that the Nominating Committee shall make such determinations as promptly as practicable following receipt by the Company of the notification and information contemplated in clauses (i) and (ii) of this Section 3.1(f) and shall promptly provide the Shareholder with written notice if the Nominating Committee determines that such Shareholder Designee does not satisfy such requirements (together with a reasonably detailed description of the basis on which the Nominating Committee shall have made such determination). (g) During the Board Right Period, the Company agrees that any Shareholder Designee serving as a Director shall be entitled to the same 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 such Shareholder Designee’s term of office, and with respect to indemnification arrangements, directors and officers insurance coverage and other similar protections and expense reimbursement. (h) Notwithstanding anything in this Section 3.1 to the contrary, (i) the Company will not be obligated to take any action in respect of any Shareholder Designee pursuant to Sections 3.1(c)(ii) if the Shareholder shall have failed, in any material respect, to provide, or cause to be provided, the notice and information required by clauses (i) and (ii) of Section 3.1(f); and (ii) in the event that a breach of Article IV or Article V vacancy is created at any time by the Shareholder Parent death, disability, retirement, resignation or removal (with or without cause) of the Shareholder Director, the Holder shall have occurred and be continuing, in addition to any other remedies that the Company may have, the Shareholder’s right to designate a Shareholder Designee shall be suspended; providedreplacement to fill such vacancy, howeverand E-House, that such right shall be reinstated and become effective from and after the date on which any such default shall have been cured or remedied until a Board Right Termination Event occurs. (i) During the Board Right Period and except as required by subject to applicable law, the Company bylaws and the fiduciary duties of the Board, shall use its best efforts to take all necessary or desirable actions as may be required under applicable law to cause the individual designated by the Holder to be appointed or elected. For so long as the Holder has the right to designate one (1) Director for nomination for the election to the Board pursuant to Section 3.1(a), E-House shall not take any action to cause the removal of the Holder’s Director without cause (without causewhich shall include violation of the confidentiality agreement between the Director and E-House) unless it is directed to do so by the Holder, and if the E-House is so directed, E-House shall use its best efforts to take all necessary or desirable actions to effect such removal and to elect a replacement Director as provided in the immediately preceding sentence. (d) Notwithstanding the provisions of Section 3.1(a), (b) and (c) above, as of and after such time as the Holder, together with its affiliates, is no longer a Shareholder Designee serving as a Director. The Shareholder Major Shareholder, the Holder shall cause the Shareholder Designee have no right to resign or, if reasonably sufficient, recuse himself or herself nominate any time the presence of such individual as a Shareholder Designee on Director to the Board shallas set forth in this Section 3.1, in and E-House shall have the reasonable judgment right to remove or procure the removal of, and the Holder shall render all necessary assistance for the purpose of the Boardremoval of the Director, reasonably be likely who was designated by the Holder and elected to violate applicable law or otherwise compromise the Board’s exercise Board pursuant to this Section 3.1, from the Board in accordance with any resolution of its fiduciary dutiesShareholders.

Board Representation. (a) From the date of this Agreement until the earlier to occur of (i) the first day on which the Holders shall no longer own, beneficially or of record, at least 5% of the outstanding shares of ▇▇▇▇▇ Common Stock and after (ii) the Closing Date until a Board Right Termination Event occurs (expiration of ten years from the “Board Right Period”)date of this Agreement, the Shareholder shall have the right (but not the obligation), upon written notice Representatives will be entitled to designate an individual for election to the Company, to designate one individual to serve on the Board (the “Shareholder Designee”)▇▇▇▇▇ Board; provided, however, that such Shareholder Designee shall satisfy individual is reasonably acceptable to the applicable requirements set forth in Section 3.1(b); provided, further, that if a Board Right Termination Event occursCompany at the time of his initial designation. Pursuant to the terms of the Merger Agreement, the Shareholder shall promptly cause Company, in accordance with its bylaws, has increased the Shareholder Designee, if any, then serving on the Board to resign, effective immediately, from the Board and from any committees or subcommittees thereof to which the Shareholder Designee is then appointed or on which he or she is then serving, and the right size of the Shareholder ▇▇▇▇▇ Board by one and caused the vacancy created by such increase to designate a Shareholder be filled by the election of the individual designated on behalf of the Holders in the Merger Agreement (the "Holders' Designee"), which election is effective as of the Effective Date. Such Holders' Designee will serve until the first annual meeting of the stockholders of the Company following the date hereof and until his successor shall terminatebe duly elected and qualified or until his death, disability, removal or resignation. (b) Notwithstanding anything to the contrary set forth in this Agreement, any Shareholder Designee designated by the Shareholder pursuant to Section 3.1(a) (i) shall be resident in Ireland for so So long as such Shareholder Designee serves as a Director; the Representatives possess the right of designation described in paragraph (iia) shall qualify as an “independent director” under applicable provisions of the Exchange Act and under applicable NASDAQ rules and regulations, or the applicable rules and regulations of the principal securities exchange on which the Ordinary Shares are then listed; (iii) would not, at the time of such designation, be required to disclose any information pursuant to Item 2(d) or (e) of Schedule 13D (as in effect on the date of this Agreement) if such Shareholder Designee were the “person filing” such Schedule 13D; (iv) shall not, at the time of such designation, be prohibited or disqualified 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 the Companies Acts; and (v) shall, in the good faith judgment of the Nominating and Corporate Governance Committee of the Board (the “Nominating Committee”), satisfy the requirements set forth in the Company’s Organizational Documents and Corporate Governance Guidelines (as in effect from time to time), in each case as are applicable to all non-employee Directors generally. The Shareholder Designee shall, upon appointment or election, as the case may be, to the Board, execute such agreements as are required to be executed by all non-employee Directors generally and shall otherwise abide by the provisions of all codes and policies of the Company that are applicable to all non-employee Directors generally, including, as applicable, the Company’s ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Policy, policies requiring the pre-clearance of all securities trading activity, the Company’s Code of Conduct and the Company’s stock ownership policy. (c) During the Board Right Periodabove, the Company shall use reasonable endeavors nominate (or shall cause to procure, (ibe nominated) for election at the next scheduled each annual meeting of the Board, which shall be validly noticed, the appointment of the Shareholder Designee to the Board; and (ii) thereafter, at each annual general meeting of shareholders stockholders of the Company occurring during after the Board Right Period at which the term of the Shareholder Designee will expire in accordance with the Company’s Organizational Documents (whether by rotation or otherwise)date hereof, the election incumbent Holders' Designee or re-election, such other individual as the case Representatives may be, of the applicable Shareholder Designee to the Board, including by (A) nominating such Shareholder Designee for election to serve as a Director as provided in this Agreement, (B) subject to compliance by the Shareholder with Section 3.1(f), including such nomination and other required information regarding such Shareholder Designee in the Company’s proxy materials for such meeting of shareholders and (C) soliciting or causing the solicitation of proxies in favor of the election of such Shareholder Designee as a Director, in the case of each of clauses (i) and (ii), for a term expiring at the next annual general meeting of shareholders at which members of the class of Directors to which the Shareholder Designee belongs are to be elected or re-elected, as the case may be, or until such Shareholder Designee’s successor shall have been elected and qualified, or at such earlier time, if any, as such Shareholder Designee may resign, retire, die or be removed (for any reason) as a Director. (d) Notwithstanding the foregoing, the Company shall not be obligated to procure the appointment of any individual to the Board pursuant to Section 3.1(c)(i) or to procure the election or re-election of any individual pursuant to Section 3.1(c)(ii) if such individual shall have previously been designated by the Shareholder pursuant to Section 3.1(a) and nominated by the Company for election or re-election, as the case may be, as a Director as provided in Section 3.1(c)(ii) (and provided that the Company shall have complied with its obligations set forth in Section 3.1(c)(ii) in respect thereof), and, following the vote of shareholders at the annual general meeting of shareholders, shall have failed to be elected or re-elected, as the case may be, as a Director by the requisite vote of the Company’s shareholders. (e) In furtherance of, and not in limitation to, the Shareholder’s rights in this Section 3.1, during the Board Right Period, (i) the Shareholder shall have the right (but not the obligation), upon written notice to the Company as provided in Section 3.1(a), to designate a Shareholder Designee to replace any Shareholder Designee who shall have resigned, retired, died or been removed from office (for any reason) or who, following the voting of shareholders at a meeting of shareholders of the Company shall have failed to be elected or re-elected, as the case may be, by the requisite vote of the Company’s shareholders; and (ii) the provisions of Sections 3.1(c) and 3.1(d) shall apply to, and the Company shall comply with its obligations contained therein in respect of, any such replacement Shareholder Designee. (f) Not less than one hundred twenty (120) days prior to the anniversary of the prior year’s annual general meeting of shareholders of the Company occurring during the Board Right Period at which members of the class of Directors to which the Shareholder Designee belongs are to be elected, the Shareholder shall (i) notify the Company in writing of the name of the Shareholder Designee to be nominated for election at such meeting and (ii) provide, or cause such Shareholder Designee to provide, to the Company, all information concerning such Shareholder Designee and his or her nomination to be elected as a Director at such meeting as shall reasonably be required to (A) comply with applicable securities laws, the rules of NASDAQ or any other stock exchange on which securities of the Company are then quoted or listed for trading and the Companies Acts and (B) enable the Nominating Committee to make determinations with respect to such Shareholder Designee’s satisfaction of the requirements set forth in Section 3.1(b)(v); provided that the Nominating Committee shall make such determinations as promptly as practicable following receipt by the Company of the notification and information contemplated in clauses (i) and (ii) of this Section 3.1(f) and shall promptly provide the Shareholder with written notice if the Nominating Committee determines that such Shareholder Designee does not satisfy such requirements (together with a reasonably detailed description of the basis on which the Nominating Committee shall have made such determination). (g) During the Board Right Period, the Company agrees that any Shareholder Designee serving as a Director shall be entitled to the same 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 such Shareholder Designee’s term of office, and with respect to indemnification arrangements, directors and officers insurance coverage and other similar protections and expense reimbursement. (h) Notwithstanding anything in this Section 3.1 to the contrary, (i) the Company will not be obligated to take any action in respect of any Shareholder Designee pursuant to Sections 3.1(c)(ii) if the Shareholder shall have failed, in any material respect, to provide, or cause to be provided, the notice and information required by clauses (i) and (ii) of Section 3.1(f); and (ii) in the event that a breach of Article IV or Article V by the Shareholder Parent or the Shareholder shall have occurred and be continuing, in addition to any other remedies that the Company may have, the Shareholder’s right to designate a Shareholder Designee shall be suspendeddesignate; provided, however, that such right shall be reinstated and become effective from and after other individual is reasonably acceptable to the date on which any such default shall have been cured or remedied until a Board Right Termination Event occursCompany at the time of his initial designation. (ic) During So long as the Board Right Period and except as required by applicable lawRepresentatives possess the right of designation described in paragraph (a) above, if the Holders' Designee should die, become disabled, be removed, retire or resign during the term of his office, the Representatives shall be entitled to designate a successor Holders' Designee reasonably acceptable to the Company at the time of his initial designation, in which event the Company shall not take any action cause such successor Holders' Designee to cause the removal (without cause) of a Shareholder Designee serving be promptly elected as a Director. The Shareholder shall cause the Shareholder Designee to resign or, if reasonably sufficient, recuse himself or herself any time the presence of such individual as a Shareholder Designee on the Board shall, in the reasonable judgment member of the Board▇▇▇▇▇ Board to fill the vacancy created by such death, reasonably disability, removal, retirement or resignation. (d) So long as the Representatives possess the right of designation described in paragraph (a) above, without the prior written consent of the Representatives (which consent will not be likely unreasonably withheld), neither the Company nor the ▇▇▇▇▇ Board will (i) recommend that the Holders' Designee be removed by the stockholders of the Company or (ii) fail to violate applicable law or otherwise compromise the Board’s exercise of its fiduciary dutiesrecommend any incumbent Holders' Designee for reelection.

Board Representation. (a) From Effective immediately upon the execution and after the Closing Date until a Board Right Termination Event occurs (the “Board Right Period”), the Shareholder shall have the right (but not the obligation), upon written notice to the Company, to designate one individual to serve on the Board (the “Shareholder Designee”); provided, however, that such Shareholder Designee shall satisfy the applicable requirements set forth in Section 3.1(b); provided, further, that if a Board Right Termination Event occurs, the Shareholder shall promptly cause the Shareholder Designee, if any, then serving on the Board to resign, effective immediately, from the Board and from any committees or subcommittees thereof to which the Shareholder Designee is then appointed or on which he or she is then serving, and the right of the Shareholder to designate a Shareholder Designee shall terminate. (b) Notwithstanding anything to the contrary set forth in this Agreement, any Shareholder Designee designated by the Shareholder pursuant to Section 3.1(a) (i) shall be resident in Ireland for so long as such Shareholder Designee serves as a Director; (ii) shall qualify as an “independent director” under applicable provisions of the Exchange Act and under applicable NASDAQ rules and regulations, or the applicable rules and regulations of the principal securities exchange on which the Ordinary Shares are then listed; (iii) would not, at the time of such designation, be required to disclose any information pursuant to Item 2(d) or (e) of Schedule 13D (as in effect on the date delivery of this Agreement) if such Shareholder Designee were the “person filing” such Schedule 13D; (iv) shall not, at the time of such designation, be prohibited or disqualified 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 the Companies Acts; and (v) shall, in the good faith judgment of the Nominating and Corporate Governance Committee of the Board (the “Nominating Committee”), satisfy the requirements set forth in the Company’s Organizational Documents and Corporate Governance Guidelines (as in effect from time to time), in each case as are applicable to all non-employee Directors generally. The Shareholder Designee shall, upon appointment or election, as the case may be, to the Board, execute such agreements as are required to be executed Agreement by all non-employee Directors generally and parties, Gildan shall otherwise abide by the provisions of all codes and policies of the Company that are applicable to all non-employee Directors generally, including, as applicable, the Company’s appoint ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ Policy(the “Coliseum Nominee”) as a member of the board of directors of Gildan (the “Board”). (b) Gildan will, policies requiring in connection with each of the pre-clearance of all securities trading activity, 2024 AGM and the 2025 AGM: (i) cause the Company’s Code slate of Conduct director nominees standing for election, and the Company’s stock ownership policy. (c) During the Board Right Period, the Company shall use reasonable endeavors to procure, (i) at the next scheduled meeting recommended by or on behalf of the Board, which shall be validly noticed, to include the appointment of the Shareholder Designee to the BoardColiseum Nominee; and (ii) thereafter, at each annual general meeting of shareholders of the Company occurring during the Board Right Period at which the term of the Shareholder Designee will expire in accordance with the Company’s Organizational Documents (whether by rotation or otherwise), the election or re-election, as the case may be, of the applicable Shareholder Designee to the Board, including by (A) nominating such Shareholder Designee for election to serve as a Director as provided in this Agreement, (B) subject to compliance by the Shareholder with Section 3.1(f), including such nomination and other required information regarding such Shareholder Designee in the Company’s proxy materials for such meeting of shareholders and (C) soliciting or causing the solicitation of solicit proxies in favor favour of and otherwise support and promote the election of the Coliseum Nominee in a manner no less favourable than the manner in which Gildan supports and promotes its other Board nominees for election at each such Shareholder Designee as a Directormeeting. (▇) ▇▇▇▇▇▇ confirms that it will convene and hold the 2025 Meeting by no later than May 1, in the case of each of clauses (i) and (ii), for a term expiring at the next annual general meeting of shareholders at which members of the class of Directors to which the Shareholder Designee belongs are to be elected or re-elected, as the case may be, or until such Shareholder Designee’s successor shall have been elected and qualified, or at such earlier time, if any, as such Shareholder Designee may resign, retire, die or be removed (for any reason) as a Director2025. (d) Notwithstanding Coliseum acknowledges and agrees that, in the foregoingevent that the Coliseum Nominee is otherwise prohibited by applicable law or stock exchange rules from serving on the Board or is otherwise required to resign from the Board, the Company Coliseum Nominee shall not be obligated to procure the appointment of any individual to forthwith tender his resignation from the Board pursuant to Section 3.1(c)(i) or to procure the election or re-election of any individual pursuant to Section 3.1(c)(ii) if such individual shall have previously been designated by the Shareholder pursuant to Section 3.1(a) and nominated by the Company for election or re-election, as the case may be, as a Director as provided in Section 3.1(c)(ii) (and provided that any committee thereof) with immediate effect, unless the Company shall have complied with its obligations set forth in Section 3.1(c)(ii) in respect thereof), and, following the vote of shareholders at the annual general meeting of shareholders, shall have failed to be elected or re-elected, Board otherwise determines as the case may be, as a Director permitted by the requisite vote of the Company’s shareholdersapplicable law. (e) In furtherance ofIf, and not in limitation to, the Shareholder’s rights in this Section 3.1, during the Board Right Period, (i) the Shareholder shall have the right (but not the obligation), upon written notice prior to the Company 2025 AGM, ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ resigns or is removed as provided in Section 3.1(a)a director, or is otherwise unwilling or unable to serve or stand for election as a director of the Board, Coliseum will be entitled to designate a Shareholder Designee mutually agreeable replacement nominee, provided that any such substitute nominee must be acceptable to replace any Shareholder Designee who shall have resigned, retired, died or been removed from office (for any reason) or who, following the voting of shareholders at a meeting of shareholders Corporate Governance and Social Responsibility Committee of the Company shall have failed to be elected or re-electedBoard, as the case may be, by the requisite vote of the Company’s shareholders; and (ii) the provisions of Sections 3.1(c) and 3.1(d) shall apply toacting reasonably, and the Company and the Board shall comply with its obligations contained therein in respect oftake all necessary action to appoint such substitute nominee to fill the vacancy resulting therefrom as promptly as practicable. If any individual that Coliseum designates as a proposed substitute nominee is not acceptable to the Corporate Governance and Social Responsibility Committee of the Board or the Board, any Coliseum will be entitled to designate a different individual as the proposed substitute nominee, and so on, until a substitute nominee who is acceptable to the Corporate Governance and Social Responsibility Committee of the Board, acting reasonably, has been recommended by the Corporate Governance and Social Responsibility Committee and appointed to the Board. Any such replacement Shareholder Designeesubstitute nominee shall thereafter be deemed to be the Coliseum Nominee for all purposes of this Agreement. (f) Not less than one hundred twenty (120) days prior Gildan has advised Coliseum that upon appointment to the anniversary Board, the Coliseum Nominee shall be entitled to receive the same compensation, expense reimbursement and benefits of director and officer insurance and any indemnity arrangements available generally to the other directors of Gildan (subject to the ability of the prior year’s annual general meeting of shareholders of the Company occurring during the Board Right Period at which members of the class of Directors Coliseum Nominee to which the Shareholder Designee belongs are direct payment to be electedanother entity and to elect to receive any non-cash consideration in cash), the Shareholder and shall (i) notify the Company in writing of the name of the Shareholder Designee to be nominated for election at such meeting and (ii) provide, or cause such Shareholder Designee to provide, to the Company, all information concerning such Shareholder Designee and his or her nomination to be elected as a Director at such meeting as shall reasonably be required to (A) comply with all fiduciary duties (including the duty of confidentiality), policies, procedures, processes, codes, rules, standards and guidelines generally applicable to directors of Gildan, provided, for greater certainty, that the Coliseum Nominee shall be permitted to share confidential information with Coliseum and its representatives, subject to preserving the confidentiality of that information, and Coliseum further acknowledges and agrees that upon receiving such confidential information, Coliseum may be considered to be in a “special relationship” with the Company pursuant to applicable securities laws, the rules of NASDAQ or any other stock exchange laws and subject to restrictions on which trading securities of the Company are then quoted or listed for trading and the Companies Acts and (B) enable the Nominating Committee to make determinations with respect to such Shareholder Designee’s satisfaction of the requirements set forth in Section 3.1(b)(v); provided that the Nominating Committee shall make such determinations as promptly as practicable following receipt by the Company of the notification and information contemplated in clauses (i) and (ii) of this Section 3.1(f) and shall promptly provide the Shareholder with written notice if the Nominating Committee determines that such Shareholder Designee does not satisfy such requirements (together with a reasonably detailed description of the basis on which the Nominating Committee shall have made such determination)Company. (g) During Coliseum hereby represents, warrants and covenants to Gildan that the Board Right Coliseum Nominee is not currently, nor will he be for the duration of the Standstill Period, the Company agrees that any Shareholder Designee serving as a Director shall be entitled to the same 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 such Shareholder Designee’s term of office, and with respect to indemnification arrangements, directors and officers insurance coverage and other similar protections and expense reimbursement. (h) Notwithstanding anything in this Section 3.1 to the contrary, (i) the Company will not be obligated to take any action in respect of any Shareholder Designee pursuant to Sections 3.1(c)(ii) if the Shareholder shall have failed, in any material respect, to provide, or cause to be provided, the notice and information required by clauses (i) and (ii) of Section 3.1(f); and (ii) in the event that a breach of Article IV or Article V by the Shareholder Parent or the Shareholder shall have occurred and be continuing, in addition to any other remedies that the Company may have, the Shareholder’s right to designate a Shareholder Designee shall be suspended; provided, however, that such right shall be reinstated and become effective from and after the date on which any such default shall have been cured or remedied until a Board Right Termination Event occurs. (i) During the Board Right Period and except as required by applicable law, the Company shall not take any action to cause the removal (without cause) of a Shareholder Designee serving as a Director. The Shareholder shall cause the Shareholder Designee to resign or, if reasonably sufficient, recuse himself or herself any time the presence of such individual as a Shareholder Designee on the Board shall, in the reasonable judgment member of the Board, reasonably be likely to violate applicable law or otherwise compromise the Board’s exercise board of its fiduciary dutiesdirectors of alphabroder.

Board Representation. (a) From and after As promptly as practicable following the Closing Date until a Board Right Termination Event occurs (the “Board Right Period”)date of this Agreement, the Shareholder Board shall have (i) increase the right size of the Board from eight (but not the obligation), upon written notice 8) to the Company, to designate one individual ten (10) directors and (ii) appoint two individuals designated by ACP to serve on the Board (the “Shareholder DesigneeStockholder Designees”); provided, however, that such Shareholder Stockholder Designee shall satisfy the applicable requirements set forth in Section 3.1(b); provided, further, that if a Board Right Termination Event occursoccurs with respect to a Stockholder Designee, the Shareholder Stockholders shall promptly cause the Shareholder such Stockholder Designee, if any, then serving on the Board to resign, effective immediately, from the Board and from any committees or subcommittees thereof to which the Shareholder such Stockholder Designee is then appointed or on which he or she is then serving, and the right of the Shareholder ACP to designate a Shareholder such Stockholder Designee shall terminate. The first Stockholder Designee (the “First Stockholder Designee”) shall be appointed to the class of Directors that stood for reelection at the most recently completed stockholder meeting and the second Stockholder Designee (the “Second Stockholder Designee”) shall be appointed to the class of Directors that stood for reelection at the third most recently completed stockholder meeting. For the avoidance of doubt, the Company may at any time and from time to time increase or decrease the size of the Board or change its composition; provided that such increase or decrease does not affect the tenure, term or other rights to serve as a member of the Board of any Stockholder Designee as set forth in this Agreement. (b) Notwithstanding anything to the contrary set forth in this Agreement, any Shareholder Stockholder Designee designated by the Shareholder ACP pursuant to Section 3.1(a) 3.1 (i) shall not be resident in Ireland for so long as such Shareholder Designee serves as a Director; (ii) shall qualify as an “independent director” under applicable provisions of the Exchange Act and under applicable NASDAQ rules and regulations, or the applicable rules and regulations of the principal securities exchange on which the Ordinary Shares are then listed; (iii) would notperson that, at the time of such designation, would be required to disclose any information pursuant to Item 2(d) or (e) of Schedule 13D (as in effect on the date of this Agreement) if such Shareholder Stockholder Designee were the “person filing” such Schedule 13D; , (ivii) shall not, at the time of such designation, be prohibited or disqualified 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 lawLaw, including (iii) shall, prior to his or her appointment to the Companies Acts; Board provide an executed resignation letter in substantially the form set forth in Exhibit B hereto resigning from the Board and from any committees or subcommittees thereof 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 applicable to such Stockholder Designee, and (viv) shall, in the good faith reasonable judgment of the Nominating and Corporate Governance Committee of the Board (the “Nominating Committee”), satisfy the requirements set forth in the Company’s Organizational Documents and Corporate Governance Guidelines Code of Business Conduct and Ethics included in the corporate governance section of the Company’s website (as in effect from time to time), in each case as are to the extent applicable to all non-employee Directors generally. The Shareholder Company agrees that each of the persons set forth on Schedule 3.1(b) satisfies all of the foregoing requirements of this Section 3.1(b) as of the date hereof. The Stockholder Designee shall, upon appointment or election, as the case may be, to the Board, execute such agreements as are required to be executed by all non-employee Directors generally and shall otherwise abide by the provisions of all codes and policies of the Company that are applicable to all non-employee Directors generally, including, as applicable, the Company’s ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Policy, policies requiring the pre-clearance of all securities trading activity, activity by or on behalf of such Stockholder Designee and the Company’s Code of Business Conduct and Ethics (other than any such code or policy, or portion thereof, if any, that conflicts with the Company’s stock ownership policyobligations of the Stockholders under this Agreement or would impose any obligation on any Stockholder not expressly set forth in this Agreement). For the avoidance of doubt, the Company shall provide each Stockholder Designee with the same director indemnification and exculpation, including without limitation indemnification agreements and directors’ and officers’ insurance coverage, as are available from time to time to non-employee directors generally. (c) During the Board Right Period, the Company shall use commercially reasonable endeavors efforts to procure, (i) at the next scheduled meeting of the Board, which shall be validly noticed, the appointment of the Shareholder Designee to the Board; and (ii) thereafter, at each annual general meeting of shareholders stockholders of the Company occurring during the Board Right Period at which the term of the Shareholder Stockholder Designee will expire in accordance with the Company’s Organizational Documents (whether by rotation or otherwise), the election or re-election, as the case may be, of the applicable Shareholder Stockholder Designee to the Board, including by (Ai) nominating such Shareholder Stockholder Designee for election to serve as a Director as provided in this Agreement, (Bii) subject to compliance by the Shareholder ACP with Section 3.1(f), including such nomination and other required information regarding such Shareholder Stockholder Designee in the Company’s proxy materials for such meeting of shareholders stockholders and (Ciii) soliciting or causing the solicitation of proxies in favor of the election of such Shareholder Stockholder Designee as a Director, in the case of each of clauses (i) and (ii), for a term expiring at the next annual general meeting of shareholders Stockholders at which members of the class of Directors to which the Shareholder Stockholder Designee belongs are to be elected or re-elected, as the case may be, or until such Shareholder Stockholder Designee’s successor shall have been elected and qualified, or at such earlier time, if any, as such Shareholder Stockholder Designee may resign, retire, die or be removed (for any reason) as a Director, including upon the occurrence of a Board Right Termination Event in accordance with the terms of this Agreement. (d) Notwithstanding the foregoing, the Company shall not be obligated to procure the appointment of any individual to the Board pursuant to Section 3.1(c)(i) or to procure the election or re-election of any individual pursuant to Section 3.1(c)(ii3.1(c) if such individual shall have previously been designated by the Shareholder ACP pursuant to Section 3.1(a) or 3.1(e) and nominated by the Company for election or re-election, as the case may be, as a Director as provided in Section 3.1(c)(ii3.1(c) (and provided that the Company shall have complied with its obligations set forth in Section 3.1(c)(ii3.1(c) in respect thereof), and, following the vote of shareholders stockholders at the annual general meeting of shareholdersstockholders of the Company, shall have failed to be elected or re-elected, as the case may be, as a Director by the requisite vote of the Company’s shareholdersstockholders. (e) In furtherance of, and not in limitation to, the ShareholderACP’s rights in this Section 3.1, during the Board Right Period, (i) the Shareholder ACP shall have the right (but not the obligation), upon written notice to the Company as provided in Section 3.1(a), to designate a Shareholder Stockholder Designee to replace any Shareholder Stockholder Designee who shall have resigned, retired, died or been removed from office (for any reason) or who, following the voting of shareholders stockholders at a meeting of shareholders stockholders of the Company shall have failed to be elected or re-elected, as the case may be, by the requisite vote of the Company’s shareholdersstockholders; and (ii) the provisions of Sections 3.1(c) and 3.1(d) shall apply to, and the Company shall comply with its obligations contained therein in respect of, any such replacement Shareholder Stockholder Designee and, in addition, promptly following the receipt of written notice from ACP as contemplated above following the resignation, retirement, death or removal from office of such Stockholder Designee, the Board shall appoint such replacement Stockholder Designee to serve on the Board in the class of Directors previously including such former Stockholder Designee. (f) Not less than one hundred twenty (120) days prior to the anniversary of the prior year’s annual general meeting of shareholders stockholders of the Company occurring during the Board Right Period at which members of the class of Directors to which the Shareholder Stockholder Designee belongs are to be elected, the Shareholder ACP shall (i) notify the Company in writing of the name of the Shareholder Stockholder Designee to be nominated for election at such meeting and (ii) provide, or cause such Shareholder Stockholder Designee to provide, to the Company, all information concerning such Shareholder Stockholder Designee and his or her nomination to be elected as a Director at such meeting as shall reasonably be required to by the Company’s standard director and officer questionnaire (A) comply with applicable securities laws, the rules of NASDAQ or including any other stock exchange on which securities of the Company are then quoted or listed for trading and the Companies Acts and (B) enable the Nominating Committee to make determinations with respect to such Shareholder Designee’s satisfaction of the requirements set forth in Section 3.1(b)(v); provided that the Nominating Committee shall make such determinations as promptly as practicable following receipt reasonable follow-up requests by the Company of the notification and information contemplated in clauses (i) and (ii) of this Section 3.1(f) and shall promptly provide the Shareholder with written notice if the Nominating Committee determines that such Shareholder Designee does not satisfy such requirements (together with a reasonably detailed description of the basis on which the Nominating Committee shall have made such determinationfor additional information). (g) During the Board Right Period, the Company agrees that any Shareholder Stockholder Designee serving as a Director shall be entitled to the same 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 such Shareholder Designee’s term of office, and with respect to indemnification arrangements, directors and officers insurance coverage and other similar protections and expense reimbursement, except that, with respect to the First Stockholder Designee, such Stockholder Designee shall not receive the director compensation (including fees and any non-cash equity or other consideration) that is payable by the Company to non-employee Directors generally. (h) Notwithstanding anything in this Section 3.1 to the contrary, (i) the Company will not be obligated to take any action in respect of any Shareholder Stockholder Designee pursuant to Sections 3.1(c)(ii3.1(c) if the Shareholder ACP shall have failed, in any material respect, to provide, or cause to be provided, the notice and information required by clauses (i) and (ii) of Section 3.1(f); provided, however, that following the curing of the any such failure, ACP’s right to designate Stockholder Designees shall be reinstated and the Company will take such action as is necessary to appoint or otherwise reinstate the Stockholder Designees to the Board, and (ii) in the event that if a material breach of Article IV or Article V this Agreement by the Shareholder Parent or the Shareholder Stockholders shall have occurred and be continuingoccurred, which breach has not been cured in all material respects within fifteen (15) Business Days of the receipt by the Stockholders of written notice from the Company specifying in reasonable detail the nature of such material breach, in addition to any other remedies that the Company may have, the ShareholderCompany may terminate ACP’s right to designate a Shareholder Designee shall be suspended; provided, however, that such right shall be reinstated and become effective from and after the date on which any such default shall have been cured or remedied until a Board Right Termination Event occursStockholder Designees hereunder. (i) During the Board Right Period and Period, except as required by applicable lawLaw, the Company shall not take any action to cause the removal (without cause) of a Shareholder Stockholder Designee serving as a Director. The Shareholder ACP shall cause the Shareholder each then-serving Stockholder Designee to resign (subject to ACP’s right to designate a replacement Stockholder Designee in accordance with Section 3.1(e)) or, if reasonably sufficient, recuse himself or herself any time if the presence of such individual as a Shareholder Stockholder Designee on the Board shall, in the reasonable and good faith judgment of the BoardBoard (after deliberation and an opportunity for the applicable Stockholder Designee to be heard if desired), reasonably be likely to violate applicable law Law or otherwise compromise be reasonably likely to impair the Board’s exercise of its fiduciary duties. (j) Notwithstanding anything to the contrary in this Agreement, each Stockholder Designee, during the term of any service as a Director of the Company, shall not be prohibited from acting in his or her capacity as a director and complying with his or her fiduciary duties as a director of the Company.

Board Representation. (a) From Upon the Closing, (i) the Company shall increase the size of the Board by one director and after (ii) the Closing Date until a Board Right Termination Event occurs (shall fill this vacancy with one person designated by the “Investor who shall be reasonably acceptable to the Board Right Period”), the Shareholder and shall have the right (but not the obligation), upon meet all qualifications required by written notice to policy of the Company, including, without limitation, the Board, the Nominating and Governance Committee of the Board and the ethics and compliance program of the Company, in effect from time to designate time that apply to all nominees for the Board (a “Qualified Nominee”). (b) Until the occurrence of an Investor Rights Termination Event, (i) at each annual meeting of the stockholders of the Company, the Board shall nominate and recommend for election one individual Qualified Nominee designated by the Investor to serve as a director on the Board (the “Shareholder DesigneeBoard Representative”); provided, however, ) and shall use its reasonable best efforts to cause such person to be elected to serve as a director on the Board (it being understood that such Shareholder Designee Qualified Nominee shall satisfy not be in addition to the applicable requirements set forth in Section 3.1(b); provided, further, that if a Board Right Termination Event occurs, person designated by the Shareholder shall promptly cause the Shareholder Designee, if any, then Investor and serving on the Board pursuant to resign, effective immediately, from the Board and from any committees or subcommittees thereof to which the Shareholder Designee is then appointed or on which he or she is then servingSection 2.3(a) above, and that the Investor’s right of the Shareholder to designate a Shareholder Designee Qualified Nominee to serve on the Board at any given time shall terminate. (b) Notwithstanding anything be limited to one person); provided that such efforts will not require the Company to postpone its annual meeting of stockholders or take extraordinary solicitation efforts not taken with regard to the contrary set forth in this Agreement, any Shareholder Designee designated by the Shareholder pursuant to Section 3.1(a) (i) shall be resident in Ireland for so long as such Shareholder Designee serves as a Director; (ii) shall qualify as an “independent director” under applicable provisions of the Exchange Act and under applicable NASDAQ rules and regulations, or the applicable rules and regulations of the principal securities exchange on which the Ordinary Shares are then listed; (iii) would not, at the time of such designation, be required to disclose any information pursuant to Item 2(d) or (e) of Schedule 13D (as in effect on the date of this Agreement) if such Shareholder Designee were the “person filing” such Schedule 13D; (iv) shall not, at the time of such designation, be prohibited or disqualified 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 the Companies Acts; and (v) shall, in the good faith judgment of the Nominating and Corporate Governance Committee of the Board (the “Nominating Committee”), satisfy the requirements set forth in the Company’s Organizational Documents and Corporate Governance Guidelines (as in effect from time to time), in each case as are applicable to all non-employee Directors generally. The Shareholder Designee shall, upon appointment or election, as the case may be, to the Board, execute such agreements as are required to be executed by all non-employee Directors generally and shall otherwise abide by the provisions of all codes and policies of the Company that are applicable to all non-employee Directors generally, including, as applicable, the Company’s ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Policy, policies requiring the pre-clearance of all securities trading activity, the Company’s Code of Conduct and the Company’s stock ownership policy. (c) During the Board Right Period, the Company shall use reasonable endeavors to procure, (i) at the next scheduled meeting of the Board, which shall be validly noticed, the appointment of the Shareholder Designee to the Board; and (ii) thereafter, at each annual general meeting of shareholders of the Company occurring during the Board Right Period at which the term of the Shareholder Designee will expire in accordance with the Company’s Organizational Documents (whether by rotation or otherwise), the election or re-election, as the case may be, of the applicable Shareholder Designee other nominees to the Board, including by (A) nominating such Shareholder Designee for election to serve as a Director as provided in this Agreement, (B) subject to compliance by the Shareholder with Section 3.1(f), including such nomination and other required information regarding such Shareholder Designee in the Company’s proxy materials for such meeting of shareholders and (C) soliciting or causing the solicitation of proxies in favor of the election of such Shareholder Designee as a Director, in the case of each of clauses (i) and (ii), for a term expiring at the next annual general meeting of shareholders at which members of the class of Directors to which the Shareholder Designee belongs are to be elected or re-elected, as the case may be, or until such Shareholder Designee’s successor shall have been elected and qualified, or at such earlier time, if any, as such Shareholder Designee may resign, retire, die or be removed (for any reason) as a Director. (d) Notwithstanding the foregoing, the Company shall not be obligated to procure the appointment of any individual to the Board pursuant to Section 3.1(c)(i) or to procure the election or re-election of any individual pursuant to Section 3.1(c)(ii) if such individual shall have previously been designated by the Shareholder pursuant to Section 3.1(a) and nominated by the Company for election or re-election, as the case may be, as a Director as provided in Section 3.1(c)(ii) (and provided that the Company shall have complied with its obligations set forth in Section 3.1(c)(ii) in respect thereof), and, following the vote of shareholders at the annual general meeting of shareholders, shall have failed to be elected or re-elected, as the case may be, as a Director by the requisite vote of the Company’s shareholders. (e) In furtherance of, and not in limitation to, the Shareholder’s rights in this Section 3.1, during the Board Right Period, (i) the Shareholder shall have the right (but not the obligation), upon written notice to the Company as provided in Section 3.1(a), to designate a Shareholder Designee to replace any Shareholder Designee who shall have resigned, retired, died or been removed from office (for any reason) or who, following the voting of shareholders at a meeting of shareholders of the Company shall have failed to be elected or re-elected, as the case may be, by the requisite vote of the Company’s shareholders; and (ii) the provisions of Sections 3.1(c) and 3.1(d) shall apply to, and the Company shall comply with its obligations contained therein in respect of, any such replacement Shareholder Designee. (f) Not less than one hundred twenty (120) days prior to the anniversary of the prior year’s annual general meeting of shareholders of the Company occurring during the Board Right Period at which members of the class of Directors to which the Shareholder Designee belongs are to be elected, the Shareholder shall (i) notify the Company in writing of the name of the Shareholder Designee to be nominated for election at such meeting and (ii) provide, or cause such Shareholder Designee to provide, to the Company, all information concerning such Shareholder Designee and his or her nomination to be elected as a Director at such meeting as shall reasonably be required to (A) comply with applicable securities laws, the rules of NASDAQ or any other stock exchange on which securities of the Company are then quoted or listed for trading and the Companies Acts and (B) enable the Nominating Committee to make determinations with respect to such Shareholder Designee’s satisfaction of the requirements set forth in Section 3.1(b)(v); provided that the Nominating Committee shall make such determinations as promptly as practicable following receipt by the Company of the notification and information contemplated in clauses (i) and (ii) of this Section 3.1(f) and shall promptly provide the Shareholder with written notice if the Nominating Committee determines that such Shareholder Designee does not satisfy such requirements (together with a reasonably detailed description of the basis on which the Nominating Committee shall have made such determination). (g) During the Board Right Period, the Company agrees that any Shareholder Designee serving as a Director shall be entitled to the same 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 such Shareholder Designee’s term of office, and with respect to indemnification arrangements, directors and officers insurance coverage and other similar protections and expense reimbursement. (h) Notwithstanding anything in this Section 3.1 to the contrary, (i) the Company will not be obligated to take any action in respect pay extraordinary costs with regard to the election of any Shareholder Designee pursuant to Sections 3.1(c)(ii) if the Shareholder shall have failed, in any material respect, to provide, or cause to be provided, the notice and information required by clauses (i) such Qualified Nominee as director and (ii) upon the death, disability, retirement, resignation, removal or other vacancy of Section 3.1(f); and (ii) in the event that a breach of Article IV or Article V director designated by the Shareholder Parent or the Shareholder shall have occurred and be continuing, in addition to any other remedies that the Company may haveInvestor, the Shareholder’s right Board shall elect as a director to designate fill the vacancy so created a Shareholder Designee shall be suspended; provided, however, that Qualified Nominee designated by the Investor to fill such right shall be reinstated and become effective from and after the date on which any such default shall have been cured or remedied until a Board Right Termination Event occursvacancy. (ic) During The Board Representative shall be entitled to the Board Right Period same compensation and except as required by applicable law, the Company shall not take any action to cause the removal (without cause) of a Shareholder Designee serving same indemnification in connection with his or her role as a Director. The Shareholder shall cause director as the Shareholder Designee to resign or, if reasonably sufficient, recuse himself or herself any time the presence of such individual as a Shareholder Designee on the Board shall, in the reasonable judgment other members of the Board, reasonably and shall be likely entitled to violate applicable law reimbursement for documented, reasonable out-of-pocket expenses incurred in attending meetings of the Board or otherwise compromise any committees thereof, to the same extent as the other members of the Board’s exercise . The Company shall notify the Board Representative of its fiduciary dutiesall regular and special meetings of the Board and shall notify the Board Representative of all regular and special meetings of any committee of the Board of which the Board Representative is a member. The Company shall provide the Board Representative with copies of all notices, minutes, consents and other materials provided to all other members of the Board concurrently as such materials are provided to the other members.

Board Representation. (a) From and after After the Closing Date until a Board Right Termination Event occurs (the “Board Right Period”)Closing, the Shareholder shall have the right (but not the obligation), upon written notice to the Company, to designate one individual to serve on the Board (the “Shareholder Designee”); provided, however, that such Shareholder Designee shall satisfy the applicable requirements set forth in Section 3.1(b); provided, further, that if a Board Right Termination Event occurs, the Shareholder shall promptly cause the Shareholder Designee, if any, then serving on the Board to resign, effective immediately, from the Board and from any committees or subcommittees thereof to which the Shareholder Designee is then appointed or on which he or she is then serving, and the right of the Shareholder to designate a Shareholder Designee shall terminate. (b) Notwithstanding anything to the contrary set forth in this Agreement, any Shareholder Designee designated by the Shareholder pursuant to Section 3.1(a) (i) shall be resident in Ireland for so long as such Shareholder Designee serves as a Director; the Purchasers and their affiliates (iicollectively, the “TPG Entities”) shall qualify as an “independent director” under applicable provisions of in the Exchange Act and under applicable NASDAQ rules and regulations, or the applicable rules and regulations aggregate beneficially hold at least 50% of the principal securities exchange on which the Ordinary Shares are then listed; (iii) would not, at the time of such designation, be required to disclose any information pursuant to Item 2(d) or (e) of Schedule 13D (as in effect on the date of this Agreement) if such Shareholder Designee were the “person filing” such Schedule 13D; (iv) shall not, at the time of such designation, be prohibited or disqualified from serving as a director of a public company pursuant to any applicable rule or regulation amount of the SEC Convertible Note or NASDAQ or pursuant to applicable law, including the Companies Acts; and (v) shall, in the good faith judgment beneficially own at least 50% of the Nominating and Corporate Governance Committee of Conversion Shares: (a) The TPG Entities shall have the collective right to designate one person for nomination for election to the Board (the such designee, a “Nominating CommitteeHolder Director”), satisfy the requirements set forth in the Company’s Organizational Documents and Corporate Governance Guidelines (as in effect from time to time), in each case as are applicable to all non-employee Directors generally. The Shareholder Designee shall, upon appointment or election, as the case may be, to the Board, execute such agreements as are required to be executed by all non-employee Directors generally and shall otherwise abide by the provisions of all codes and policies of the Company that are applicable to all non-employee Directors generally, including, as applicable, the Company’s ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Policy, policies requiring the pre-clearance of all securities trading activity, the Company’s Code of Conduct and the Company’s stock ownership policy. (c) During the Board Right Period, the Company shall use its reasonable endeavors best efforts to procure, (i) at the next scheduled meeting of the Board, which shall be validly noticed, the appointment of the Shareholder Designee to the Board; and (ii) thereafter, at each annual general meeting of shareholders of the Company occurring during the Board Right Period at which the term of the Shareholder Designee will expire in accordance with the Company’s Organizational Documents (whether by rotation or otherwise), cause the election or re-election, as the case may be, of the applicable Shareholder Designee such person to the Board, including by (Ai) nominating such Shareholder Designee for election individual to serve be elected as a Director director as provided in this Agreementherein, (Bii) subject to compliance by the Shareholder with Section 3.1(f), including such nomination and other required information regarding such Shareholder Designee individual in the Company’s proxy materials statement for such its annual meeting of shareholders stockholders and (Ciii) soliciting or causing the solicitation of proxies in favor of connection with the election of such Shareholder Designee individual as a Director, in director. The Company shall take all necessary or desirable actions as may be required under applicable law or regulatory requirements to cause the case of each of clauses (i) and (ii), for a term expiring at individual designated by the next annual general meeting of shareholders at which members of TPG Entities as the class of Directors to which the Shareholder Designee belongs are initial Holder Director to be appointed or elected or re-elected, to the Board as soon as practicable but not later than ten (10) business days after the case may be, or until such Shareholder Designee’s successor shall have been elected and qualified, or at such earlier time, if any, as such Shareholder Designee may resign, retire, die or be removed (for any reason) as a Directordate hereof. (db) Notwithstanding In the foregoingevent that a vacancy is created at any time by the death, disability, retirement, resignation or removal (with or without cause) of a Holder Director, the Company shall not be obligated to procure the appointment of any individual to the Board pursuant to Section 3.1(c)(i) or to procure the election or re-election of any individual pursuant to Section 3.1(c)(ii) if such individual shall have previously been designated by the Shareholder pursuant to Section 3.1(a) and nominated by the Company for election or re-election, as the case may be, as a Director as provided in Section 3.1(c)(ii) (and provided that the Company shall have complied with its obligations set forth in Section 3.1(c)(ii) in respect thereof), and, following the vote of shareholders at the annual general meeting of shareholders, shall have failed to be elected or re-elected, as the case may be, as a Director by the requisite vote of the Company’s shareholders. (e) In furtherance of, and not in limitation to, the Shareholder’s rights in this Section 3.1, during the Board Right Period, (i) the Shareholder TPG Entities shall have the collective right (but not the obligation), upon written notice to the Company as provided in Section 3.1(a), to designate a Shareholder Designee replacement to replace any Shareholder Designee who shall have resigned, retired, died or been removed from office (for any reason) or who, following the voting of shareholders at a meeting of shareholders of the Company shall have failed to be elected or re-elected, as the case may be, by the requisite vote of the Company’s shareholders; and (ii) the provisions of Sections 3.1(c) and 3.1(d) shall apply tofill such vacancy, and the Company shall comply with its obligations contained therein in respect of, any such replacement Shareholder Designee. (f) Not less than one hundred twenty (120) days prior take all necessary or desirable actions as may be required under applicable law to cause the anniversary of individual designated by the prior year’s annual general meeting of shareholders of the Company occurring during the Board Right Period at which members of the class of Directors to which the Shareholder Designee belongs are TPG Entities to be appointed or elected, the Shareholder shall (i) notify the Company in writing of the name of the Shareholder Designee to be nominated for election at such meeting and (ii) provide, or cause such Shareholder Designee to provide, to the Company, all information concerning such Shareholder Designee and his or her nomination to be elected as a Director at such meeting as shall reasonably be required to (A) comply with applicable securities laws, the rules of NASDAQ or any other stock exchange on which securities of the Company are then quoted or listed for trading and the Companies Acts and (B) enable the Nominating Committee to make determinations with respect to such Shareholder Designee’s satisfaction of the requirements set forth in Section 3.1(b)(v); provided that the Nominating Committee shall make such determinations as promptly as practicable following receipt by the Company of the notification and information contemplated in clauses (i) and (ii) of this Section 3.1(f) and shall promptly provide the Shareholder with written notice if the Nominating Committee determines that such Shareholder Designee does not satisfy such requirements (together with a reasonably detailed description of the basis on which the Nominating Committee shall have made such determination). (g) During the Board Right Period, the Company agrees that any Shareholder Designee serving as a Director shall be entitled to the same 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 such Shareholder Designee’s term of office, and with respect to indemnification arrangements, directors and officers insurance coverage and other similar protections and expense reimbursement. (h) Notwithstanding anything in this Section 3.1 to the contrary, (i) the Company will not be obligated to take any action in respect of any Shareholder Designee pursuant to Sections 3.1(c)(ii) if the Shareholder shall have failed, in any material respect, to provide, or cause to be provided, the notice and information required by clauses (i) and (ii) of Section 3.1(f); and (ii) in the event that a breach of Article IV or Article V by the Shareholder Parent or the Shareholder shall have occurred and be continuing, in addition to any other remedies that the Company may have, the Shareholder’s right to designate a Shareholder Designee shall be suspended; provided, however, that such right shall be reinstated and become effective from and after the date on which any such default shall have been cured or remedied until a Board Right Termination Event occurs. (i) During the Board Right Period and except as required by applicable law, the . The Company shall not take any action to cause the removal (without cause) of a Shareholder Designee serving Holder Director without cause unless it is directed to do so by the TPG Entities, and if the Company is so directed, the Company shall take all necessary or desirable actions to effect such removal and to elect a replacement Holder Director as provided in the immediately preceding sentence. (c) In respect of any newly proposed Holder Director (other than the initial Holder Director), the TPG Entities shall notify the Company of the proposed Holder Director, in writing, a reasonable time in advance of the mailing of any proxy statement, information statement or registration statement in which any Board nominee or Board member of the Company would be named, together with all information concerning such nominee reasonably requested by the Company and necessary in order for the Company to comply with applicable disclosure rules. (d) The Company agrees to reimburse each Holder Director for all reasonable and documented out-of-pocket expenses incurred in connection with the performance of his or her duties as a Holder Director. The Shareholder , including reasonable and documented out-of-pocket expenses incurred in attending meetings of the Board or any committee thereof, and each Holder Director shall be entitled to indemnification arrangements and director and officer insurance coverage equivalent to such arrangements and insurance coverage applicable to all non-employee directors of the Company or to which all non-employee directors of the Company are entitled or receive. (e) All obligations of the Company pursuant to this Section 4.1 relating to a Holder Director shall terminate immediately, and the TPG Entities shall cause the Shareholder Designee Holder Director to resign or, if reasonably sufficient, recuse himself or herself any time the presence of such individual as a Shareholder Designee on promptly from the Board shall(and the Company shall be entitled to take all action to remove the Holder Director from the Board), when the TPG Entities in the reasonable judgment aggregate both (i) beneficially hold less than 50% of the Boardprincipal amount of the Convertible Note and (ii) beneficially own less than 50% of the Conversion Shares. Without prejudice to the foregoing, reasonably at any such time, the Purchasers shall cause the Holder Director not to vote or exercise any other rights or powers of office during the period pending resignation. Any vacancy created by such resignation may be likely to violate filled by the Board or the stockholders of the Company in accordance with the Company’s certificate of incorporation and bylaws and applicable law or otherwise compromise the Board’s exercise of its fiduciary dutieslaw.

Board Representation. (a) From and after the Closing Date until a Board Right Termination Event occurs (Purchasers and/or their Affiliates no longer hold at least 10% of the “Board Right Period”)outstanding Common Stock, the Shareholder Purchasers shall have the right to designate one (but not 1) member of the obligationBoard; from and after the Closing until Purchasers and/or their Affiliates no longer hold at least 15% of the outstanding Common Stock, Purchasers shall have the right to designate a second member of the Board; from and after the Closing until Purchasers and/or their Affiliates no longer hold at least 20% of the outstanding Common Stock, Purchasers shall have the right to designate a third member of the Board; from and after the Closing until Purchasers and/or their Affiliates no longer hold at least 40% of the outstanding Common Stock, Purchasers shall have the right to designate a fourth member of the Board; and from and after the Closing until Purchasers and/or their Affiliates no longer hold at least 50% of the outstanding Common Stock, Purchasers shall have the right to designate a fifth member of the Board (collectively, the "INVESTOR DIRECTORS"), upon written . The Company shall recommend the election of the Investor Directors at each meeting of shareholders where the election of directors is considered and shall use its best efforts to cause the Investor Directors to be elected and re-elected to the Board. Purchasers shall have the right to remove or replace any of the Investor Directors by giving notice to such Investor Director and the Company, and the Company shall use its best efforts to designate one individual effect the removal or replacement of any such Investor Director. Unless prohibited by applicable law, Investors shall have the right to serve on have two Investor Directors, as determined by Purchasers, be members of each committee of the Board (the “Shareholder Designee”); provided, however, that such Shareholder Designee shall satisfy the applicable requirements set forth in Section 3.1(b); provided, further, that if a Board Right Termination Event occurs, the Shareholder shall promptly cause the Shareholder Designee, if any, then serving on the Board to resign, effective immediately, from the Board and from any committees or subcommittees thereof to which the Shareholder Designee is then appointed or on which he or she is then servingBoard, and the right Company shall use its best efforts to appoint and maintain such Investor Directors on each committee of the Shareholder Board, as requested by Purchasers. Any Investor Director who is not a member of a committee of the Board shall have the right to designate attend all meetings of such committee as a Shareholder Designee shall terminatenon-voting observer. (b) Notwithstanding anything to the contrary set forth in this Agreement, any Shareholder Designee designated by the Shareholder pursuant to Section 3.1(a) (i) shall be resident in Ireland for so long as such Shareholder Designee serves as a Director; (ii) shall qualify as an “independent director” under applicable provisions of the Exchange Act and under applicable NASDAQ rules and regulations, or the applicable rules and regulations of the principal securities exchange on which the Ordinary Shares are then listed; (iii) would not, at the time of such designation, be required to disclose any information pursuant to Item 2(d) or (e) of Schedule 13D (as in effect on the date of this Agreement) if such Shareholder Designee were the “person filing” such Schedule 13D; (iv) shall not, at the time of such designation, be prohibited or disqualified from serving as a director of a public company pursuant Subject to any applicable rule or regulation of the SEC or NASDAQ or pursuant to limitations imposed by applicable law, including the Companies Acts; and (v) shall, in the good faith judgment of the Nominating and Corporate Governance Committee of the Board (the “Nominating Committee”), satisfy the requirements set forth in the Company’s Organizational Documents and Corporate Governance Guidelines (as in effect from time to time), in each case as are applicable to all non-employee Investor Directors generally. The Shareholder Designee shall, upon appointment or election, as the case may be, to the Board, execute such agreements as are required to be executed by all non-employee Directors generally and shall otherwise abide by the provisions of all codes and policies of the Company that are applicable to all non-employee Directors generally, including, as applicable, the Company’s ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Policy, policies requiring the pre-clearance of all securities trading activity, the Company’s Code of Conduct and the Company’s stock ownership policy. (c) During the Board Right Period, the Company shall use reasonable endeavors to procure, (i) at the next scheduled meeting of the Board, which shall be validly noticed, the appointment of the Shareholder Designee to the Board; and (ii) thereafter, at each annual general meeting of shareholders of the Company occurring during the Board Right Period at which the term of the Shareholder Designee will expire in accordance with the Company’s Organizational Documents (whether by rotation or otherwise), the election or re-election, as the case may be, of the applicable Shareholder Designee to the Board, including by (A) nominating such Shareholder Designee for election to serve as a Director as provided in this Agreement, (B) subject to compliance by the Shareholder with Section 3.1(f), including such nomination and other required information regarding such Shareholder Designee in the Company’s proxy materials for such meeting of shareholders and (C) soliciting or causing the solicitation of proxies in favor of the election of such Shareholder Designee as a Director, in the case of each of clauses (i) and (ii), for a term expiring at the next annual general meeting of shareholders at which members of the class of Directors to which the Shareholder Designee belongs are to be elected or re-elected, as the case may be, or until such Shareholder Designee’s successor shall have been elected and qualified, or at such earlier time, if any, as such Shareholder Designee may resign, retire, die or be removed (for any reason) as a Director. (d) Notwithstanding the foregoing, the Company shall not be obligated to procure the appointment of any individual to the Board pursuant to Section 3.1(c)(i) or to procure the election or re-election of any individual pursuant to Section 3.1(c)(ii) if such individual shall have previously been designated by the Shareholder pursuant to Section 3.1(a) and nominated by the Company for election or re-election, as the case may be, as a Director as provided in Section 3.1(c)(ii) (and provided that the Company shall have complied with its obligations set forth in Section 3.1(c)(ii) in respect thereof), and, following the vote of shareholders at the annual general meeting of shareholders, shall have failed to be elected or re-elected, as the case may be, as a Director by the requisite vote of the Company’s shareholders. (e) In furtherance of, and not in limitation to, the Shareholder’s rights in this Section 3.1, during the Board Right Period, (i) the Shareholder shall have the right (but not the obligation), upon written notice to the Company as provided in Section 3.1(a), to designate a Shareholder Designee to replace any Shareholder Designee who shall have resigned, retired, died or been removed from office (for any reason) or who, following the voting of shareholders at a meeting of shareholders of the Company shall have failed to be elected or re-elected, as the case may be, by the requisite vote of the Company’s shareholders; and (ii) the provisions of Sections 3.1(c) and 3.1(d) shall apply to, and the Company shall comply with its obligations contained therein in respect of, any such replacement Shareholder Designee. (f) Not less than one hundred twenty (120) days prior to the anniversary of the prior year’s annual general meeting of shareholders of the Company occurring during the Board Right Period at which members of the class of Directors to which the Shareholder Designee belongs are to be elected, the Shareholder shall (i) notify the Company in writing of the name of the Shareholder Designee to be nominated for election at such meeting and (ii) provide, or cause such Shareholder Designee to provide, to the Company, all information concerning such Shareholder Designee and his or her nomination to be elected as a Director at such meeting as shall reasonably be required to (A) comply with applicable securities laws, the rules of NASDAQ or any other stock exchange on which securities of the Company are then quoted or listed for trading and the Companies Acts and (B) enable the Nominating Committee to make determinations with respect to such Shareholder Designee’s satisfaction of the requirements set forth in Section 3.1(b)(v); provided that the Nominating Committee shall make such determinations as promptly as practicable following receipt by the Company of the notification and information contemplated in clauses (i) and (ii) of this Section 3.1(f) and shall promptly provide the Shareholder with written notice if the Nominating Committee determines that such Shareholder Designee does not satisfy such requirements (together with a reasonably detailed description of the basis on which the Nominating Committee shall have made such determination). (g) During the Board Right Period, the Company agrees that any Shareholder Designee serving as a Director shall be entitled to the same rightsperquisites, privileges including stock options, reimbursement of expenses and compensation applicable to all other similar rights in connection with such person's membership on the Board, as every other non-employee Directors generally or to which all such non-employee Directors are entitled, including any rights with respect to such Shareholder Designee’s term member of office, and with respect to indemnification arrangements, directors and officers insurance coverage and other similar protections and expense reimbursementthe Board. (hc) Notwithstanding anything in this Section 3.1 to At the contraryClosing, (i) unless otherwise approved by the Company will not be obligated to take any action in respect of any Shareholder Designee pursuant to Sections 3.1(c)(ii) if the Shareholder shall have failed, in any material respect, to provide, or cause to be providedand Purchasers, the notice and information required by clauses (i) and (ii) authorized number of Section 3.1(f); and (ii) in members of the event that a breach of Article IV or Article V by the Shareholder Parent or the Shareholder shall have occurred and be continuing, in addition to any other remedies that the Company may have, the Shareholder’s right to designate a Shareholder Designee Board shall be suspended; provided, however, that such right shall be reinstated and become effective from nine (9). From and after the date on which any such default shall have been cured or remedied Closing until a Board Right Termination Event occurs. (i) During Purchasers and their Affiliates no longer own at least 15% of the outstanding Common Stock, the Board Right Period shall include the Company's Chief Executive Officer and except as required by applicable law, the Company remaining directors shall be independent directors not take any action to cause the removal (without cause) of a Shareholder Designee serving as a Director. The Shareholder shall cause the Shareholder Designee to resign or, if reasonably sufficient, recuse himself or herself any time the presence of such individual as a Shareholder Designee on the Board shall, in the reasonable judgment of the Board, reasonably be likely to violate applicable law or otherwise compromise the Board’s exercise of its fiduciary dutiesaffiliated with management.

Board Representation. (a) From 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 Purchase Agreement) and after (ii) the Closing Date until date on which the IEP Group ceases to own at least 10.0% of the issued and 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 Right Termination Event occurs at least thirty (30) days prior to the IEP Entities’ (or the IEP Group’s) taking any of 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 by-laws expires during such thirty (30) day period, then the IEP Entities may, during such thirty (30) day period, submit to the Company a By-Law Director Nomination) (the “Board Right Designation Period”), the Shareholder Board shall have take all action necessary to nominate and recommend for election at each annual meeting of stockholders the right then-serving Chief Executive Officer of IEP (but not the obligation)or, upon written notice if such individual is unwilling or unable to serve as a director of the Company, to designate one an individual to serve on designated by the Board IEP Group who is not an employee of any IEP Entity (the “Shareholder Replacement Designee”); provided, however, provided that any that such Shareholder Designee individual shall satisfy meet the applicable requirements set forth in Section 3.1(b); provided, further, that if a Board Right Termination Event occurs, the Shareholder shall promptly cause the Shareholder Designee, if any, then serving on the Board to resign, effective immediately, from the Board and from any committees or subcommittees thereof to which the Shareholder Designee is then appointed or on which he or she is then serving, and the right of the Shareholder to designate a Shareholder Designee shall terminate. (b) Notwithstanding anything to the contrary set forth in this Agreement, any Shareholder Designee designated by the Shareholder pursuant to Section 3.1(a) (i) shall be resident in Ireland for so long as such Shareholder Designee serves as a Director; (ii) shall qualify as an “independent director” under applicable provisions of the Exchange Act and under applicable NASDAQ rules and regulations, or the applicable rules and regulations of the principal securities exchange on which the Ordinary Shares are then listed; (iii) would not, at the time of such designation, be required to disclose any information pursuant to Item 2(d) or (e) of Schedule 13D (as in effect on the date of this Agreement) if such Shareholder Designee were the “person filing” such Schedule 13D; (iv) shall not, at the time of such designation, be prohibited or disqualified 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 the Companies Acts; and (v) shall, in the good faith judgment of the Nominating and Corporate Governance Committee of the Board (the “Nominating Committee”), satisfy the requirements set forth in the Company’s Organizational Documents bylaws and the Corporate Governance Guidelines Principles adopted by the Board and shall be reasonably acceptable to the Company (as in effect from time to timean “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 each case accordance with the foregoing shall continue as are applicable a director of the Company until the earlier of (x) his or her death, resignation or removal and (y) 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 all non-employee Directors generally. The Shareholder Designee shall, this Section 3.04 to resign from the Board upon appointment or election, as the case may be, to termination of the Board, execute Board Designation Period (it being understood that such agreements as are individual’s form of resignation letter that is required to be executed by all non-employee Directors generally such individual and shall otherwise abide held by the provisions Company Secretary as a condition of all codes and policies membership on the Board shall be automatically effective upon the termination of the Company that are Board Designation Period, as well as upon the effectiveness triggers applicable to all nonmembers 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-employee Directors generally, including, as applicableissued and outstanding Common Stock, the Company’s ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Policy, policies requiring IEP Entities shall not be considered members of the pre-clearance of all securities trading activityIEP Group. (b) IEP, the Company’s Code of Conduct Seller, the IEP Group Designee and the Company’s stock ownership policyCompany 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. (c) During The Company shall pay the Board Right Periodreasonable and documented out-of-pocket expenses incurred by the IEP Group Designee in connection with his or her services provided to or on behalf of the Company, including attending meetings or events attended on behalf of the Company, on the same basis that the Company shall use reasonable endeavors to procure, (i) at the next scheduled meeting pays such expenses for all other members of the Board, which shall be validly noticed, the appointment of the Shareholder Designee to the Board; and (ii) thereafter, at each annual general meeting of shareholders of the Company occurring during the Board Right Period at which the term of the Shareholder Designee will expire in accordance with the Company’s Organizational Documents (whether by rotation or otherwise), the election or re-election, as the case may be, of the applicable Shareholder Designee to the Board, including by (A) nominating such Shareholder Designee for election to serve as a Director as provided in this Agreement, (B) subject to compliance by the Shareholder with Section 3.1(f), including such nomination and other required information regarding such Shareholder Designee in the Company’s proxy materials for such meeting of shareholders and (C) soliciting or causing the solicitation of proxies in favor of the election of such Shareholder Designee as a Director, in the case of each of clauses (i) and (ii), for a term expiring at the next annual general meeting of shareholders at which members of the class of Directors to which the Shareholder Designee belongs are to be elected or re-elected, as the case may be, or until such Shareholder Designee’s successor shall have been elected and qualified, or at such earlier time, if any, as such Shareholder Designee may resign, retire, die or be removed (for any reason) as a Director. (d) Notwithstanding the foregoing, the Company shall not be obligated to procure the appointment of any individual to the Board pursuant to Section 3.1(c)(i) or to procure the election or re-election of any individual pursuant to Section 3.1(c)(ii) if such individual shall have previously been designated by the Shareholder pursuant to Section 3.1(a) and nominated by the Company for election or re-election, as the case may be, as a Director as provided in Section 3.1(c)(ii) (and provided that the Company shall have complied with its obligations set forth in Section 3.1(c)(ii) in respect thereof), and, following the vote of shareholders at the annual general meeting of shareholders, shall have failed to be elected or re-elected, as the case may be, as a Director by the requisite vote of the Company’s shareholders. (e) In furtherance of, and not in limitation to, the Shareholder’s rights in this Section 3.1, during the Board Right Period, (i) the Shareholder shall have the right (but not the obligation), upon written notice to the Company as provided in Section 3.1(a), to designate a Shareholder Designee to replace any Shareholder Designee who shall have resigned, retired, died or been removed from office (for any reason) or who, following the voting of shareholders at a meeting of shareholders of the Company shall have failed to be elected or re-elected, as the case may be, by the requisite vote of the Company’s shareholders; and (ii) the provisions of Sections 3.1(c) and 3.1(d) shall apply to, and the Company shall comply with its obligations contained therein in respect of, any such replacement Shareholder Designee. (f) Not less than one hundred twenty (120) days prior to the anniversary of the prior year’s annual general meeting of shareholders of the Company occurring during the Board Right Period at which members of the class of Directors to which the Shareholder Designee belongs are to be elected, the Shareholder shall (i) notify the Company in writing of the name of the Shareholder Designee to be nominated for election at such meeting and (ii) provide, or cause such Shareholder Designee to provide, to the Company, all information concerning such Shareholder Designee and his or her nomination to be elected as a Director at such meeting as shall reasonably be required to (A) comply with applicable securities laws, the rules of NASDAQ or any other stock exchange on which securities of the Company are then quoted or listed for trading and the Companies Acts and (B) enable the Nominating Committee to make determinations with respect to such Shareholder Designee’s satisfaction of the requirements set forth in Section 3.1(b)(v); provided that the Nominating Committee shall make such determinations as promptly as practicable following receipt by the Company of the notification and information contemplated in clauses (i) and (ii) of this Section 3.1(f) and shall promptly provide the Shareholder with written notice if the Nominating Committee determines that such Shareholder Designee does not satisfy such requirements (together with a reasonably detailed description of the basis on which the Nominating Committee shall have made such determination). (g) During the Board Right Period, the Company agrees that any Shareholder Designee serving as a Director shall be entitled to the same 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 such Shareholder Designee’s term of office, and with respect to indemnification arrangements, directors and officers insurance coverage and other similar protections and expense reimbursement. (h) Notwithstanding anything in this Section 3.1 to the contrary, (i) the Company will not be obligated to take any action in respect of any Shareholder Designee pursuant to Sections 3.1(c)(ii) if the Shareholder shall have failed, in any material respect, to provide, or cause to be provided, the notice and information required by clauses (i) and (ii) of Section 3.1(f); and (ii) in the event that a breach of Article IV or Article V by the Shareholder Parent or the Shareholder shall have occurred and be continuing, in addition to any other remedies that the Company may have, the Shareholder’s right to designate a Shareholder Designee shall be suspended; provided, however, that such right shall be reinstated and become effective from and after the date on which any such default shall have been cured or remedied until a Board Right Termination Event occurs. (i) During the Board Right Period and except as required by applicable law, the Company shall not take any action to cause the removal (without cause) of a Shareholder Designee serving as a Director. The Shareholder shall cause the Shareholder Designee to resign or, if reasonably sufficient, recuse himself or herself any time the presence of such individual as a Shareholder Designee on the Board shall, in the reasonable judgment of the Board, reasonably be likely to violate applicable law or otherwise compromise the Board’s exercise of its fiduciary duties.

Board Representation. (ai) From On the date hereof, the Board shall adopt resolutions that (A) increase the number of natural persons that constitute the whole Board by one (1) person and after (B) fill the Closing Date until a vacancy created by virtue of such increase in the size of the Board Right Termination Event occurs with ▇▇▇▇▇ ▇▇▇▇▇▇ (the “Board Right PeriodInitial Appointment”). For the avoidance of doubt, (1) Dynegy acknowledges and agrees that ▇▇▇▇▇ ▇▇▇▇▇▇ meets all of the Shareholder qualifications set forth in Section 9(a)(ii) and has provided all of the requisite information necessary to be admitted to the Board on the date hereof and (2) ▇▇▇▇▇ ▇▇▇▇▇▇ shall be considered a Designated Director. (ii) Until a Termination Event, Purchaser shall have the right (but not the obligation), upon written notice to nominate an individual for election to the CompanyBoard, in each case pursuant to designate one individual the Dynegy Organizational Documents, who must in the reasonable, good faith judgment of the Corporate Governance and Nominating Committee of the Board, (1) have the requisite skill and experience to serve on the Board (the “Shareholder Designee”); provided, however, that such Shareholder Designee shall satisfy the applicable requirements set forth in Section 3.1(b); provided, further, that if a Board Right Termination Event occurs, the Shareholder shall promptly cause the Shareholder Designee, if any, then serving on the Board to resign, effective immediately, from the Board and from any committees or subcommittees thereof to which the Shareholder Designee is then appointed or on which he or she is then serving, and the right of the Shareholder to designate a Shareholder Designee shall terminate. (b) Notwithstanding anything to the contrary set forth in this Agreement, any Shareholder Designee designated by the Shareholder pursuant to Section 3.1(a) (i) shall be resident in Ireland for so long as such Shareholder Designee serves as a Director; director of a publicly traded company, (ii2) shall qualify as an “independent director” under applicable provisions of the Exchange Act and under applicable NASDAQ rules and regulations, or the applicable rules and regulations of the principal securities exchange on which the Ordinary Shares are then listed; (iii) would not, at the time of such designation, be required to disclose any information pursuant to Item 2(d) or (e) of Schedule 13D (as in effect on the date of this Agreement) if such Shareholder Designee were the “person filing” such Schedule 13D; (iv) shall not, at the time of such designation, not be prohibited or disqualified from serving as a director of a public company Dynegy pursuant to the Dynegy Bylaws (as in effect as of the date hereof) or any applicable rule or regulation of the SEC Commission, the NYSE (or NASDAQ any other principal stock exchange or pursuant to market upon which the Common Stock may be listed) or by applicable law, including the Companies Acts; Law and (v3) shall, in otherwise be reasonably acceptable to the good faith judgment of the Nominating and Corporate Governance and Nominating Committee of the Board (the “Nominating CommitteeDesignated Director”). Purchaser shall, satisfy and shall cause the requirements Designated Director to, timely provide Dynegy with accurate and complete information relating to Purchaser and the Designated Director that may be required to be disclosed by Dynegy under the Exchange Act. In addition, at Dynegy’s request, Purchaser shall cause the Designated Director to complete and execute Dynegy’s standard director and officer questionnaire and provide such other information as Dynegy may reasonably request prior to being admitted to the Board or standing for reelection at an annual meeting of Stockholders or at such other time as may be requested by Dynegy; provided that, in each case, all such information is generally required to be delivered to Dynegy by the other outside directors of Dynegy. (iii) The Designated Director will hold office until his or her term expires and such Designated Director’s successor has been duly elected and qualified or until such Designated Director’s earlier death, resignation or removal. (iv) Following the Initial Appointment, in order to designate an individual as the Designated Director, Purchaser must deliver to Dynegy a written notice in accordance with the notice provisions set forth in the Company’s Organizational Documents and Corporate Governance Guidelines (as in effect from time to timeSection 14(d), which notice shall include (A) the name, age, business address and residence address of such designee, (B) a current resume and curriculum vitae of such designee and (C) a statement describing such designee’s qualifications. (v) Prior to a Termination Event: (A) in connection with each case as are applicable to all non-employee Directors generally. The Shareholder Designee shallannual meeting of Stockholders, upon appointment or election, as the case may be, and subject to the Boardconditions of Section 9(a)(ii) of this Agreement, execute such agreements as are required to be executed by all non-employee Directors generally and Dynegy shall otherwise abide by nominate the provisions of all codes and policies of the Company that are applicable to all non-employee Directors generally, includingDesignated Director for election or reelection, as applicable, to the Company’s ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ PolicyBoard and shall use its reasonable best efforts, policies requiring and take all reasonable and lawful actions necessary or advisable, to cause the pre-clearance Board to recommend that the Stockholders vote “FOR” the election of all securities trading activity, the Company’s Code of Conduct and the Company’s stock ownership policy.Designated Director; (cB) During upon written notice from Dynegy to Purchaser that a Resignation Event has occurred, which notice shall set forth in reasonable detail the facts and circumstances constituting the Resignation Event, Purchaser will cause the Designated Director then serving as a member of the Board Right Period, the Company shall use reasonable endeavors to procure, (i) at the next scheduled meeting resign as a member of the BoardBoard within five (5) Business Days of such written notice; and (C) any vacancy caused by the death, which disability, removal or resignation of the Designated Director shall be validly noticedfilled by the Board with an individual designated by Purchaser who, the appointment of the Shareholder Designee subject to the Board; and (iiconditions of Section 9(a)(ii) thereafter, at each annual general meeting of shareholders of the Company occurring during the Board Right Period at which the term of the Shareholder Designee will expire in accordance with the Company’s Organizational Documents (whether by rotation or otherwise), the election or re-election, as the case may be, of the applicable Shareholder Designee to the Board, including by (A) nominating such Shareholder Designee for election to serve as a Director as provided in this Agreement, (B) subject to compliance by shall become the Shareholder with Section 3.1(f), including such nomination and other required information regarding such Shareholder Designee in the Company’s proxy materials for such meeting of shareholders and (C) soliciting or causing the solicitation of proxies in favor of the election of such Shareholder Designee as a Director, in the case of each of clauses (i) and (ii), for a term expiring at the next annual general meeting of shareholders at which members of the class of Directors to which the Shareholder Designee belongs are to be elected or re-elected, as the case may be, or until such Shareholder Designee’s successor shall have been elected and qualified, or at such earlier time, if any, as such Shareholder Designee may resign, retire, die or be removed (for any reason) as a Designated Director. (dvi) Notwithstanding Any action by Purchaser to designate or replace the foregoing, the Company Designated Director shall not be obligated evidenced in writing delivered to procure the appointment Dynegy and shall be signed by or on behalf of any individual to the Board pursuant to Section 3.1(c)(i) or to procure the election or re-election of any individual pursuant to Section 3.1(c)(ii) if such individual shall have previously been designated by the Shareholder pursuant to Section 3.1(a) and nominated by the Company for election or re-election, as the case may be, as a Director as provided in Section 3.1(c)(ii) (and provided that the Company shall have complied with its obligations set forth in Section 3.1(c)(ii) in respect thereof), and, following the vote of shareholders at the annual general meeting of shareholders, shall have failed to be elected or re-elected, as the case may be, as a Director by the requisite vote of the Company’s shareholdersPurchaser. (evii) In furtherance ofPrior to designating a Designated Director, Purchaser shall, to the extent requested in writing by Dynegy, enter into a written agreement in a form reasonably satisfactory to Dynegy with the Designated Director whereby such Designated Director agrees to resign as a member of the Board upon a Resignation Event, a Termination Event or at Purchaser’s request, as applicable. Purchaser acknowledges and agrees that such an agreement is in the best interest of Dynegy and Purchaser, and not in limitation tothat Dynegy shall be a third-party beneficiary of the terms and conditions of such an agreement, the Shareholder’s rights in this Section 3.1, during the Board Right Period, (i) the Shareholder and Dynegy shall have the right (but not the obligation), upon written notice to enforce such an agreement to the Company as provided in Section 3.1(a), to designate a Shareholder Designee to replace any Shareholder Designee who shall have resigned, retired, died or been removed from office (for any reason) or who, following the voting of shareholders at a meeting of shareholders of the Company shall have failed to be elected or re-elected, same extent as the case may be, by the requisite vote of the Company’s shareholders; and (ii) the provisions of Sections 3.1(c) and 3.1(d) shall apply to, and the Company shall comply with its obligations contained therein in respect of, any such replacement Shareholder Designeeparties thereto. (fviii) Not less than one hundred twenty (120) days prior to Dynegy shall notify the anniversary Designated Director of all regular and special meetings of the prior year’s annual general meeting Board and of shareholders all regular and special meetings of any committee of the Company occurring during Board of which the Board Right Period at which Designated Director is a member. Dynegy shall provide the Designated Director with copies of all notices, minutes, consents and other materials provided to all other members of the class of Directors to which the Shareholder Designee belongs Board concurrently as such materials are to be elected, the Shareholder shall (i) notify the Company in writing of the name of the Shareholder Designee to be nominated for election at such meeting and (ii) provide, or cause such Shareholder Designee to provide, provided to the Company, all information concerning such Shareholder Designee and his or her nomination to be elected as a Director at such meeting as shall reasonably be required to (A) comply with applicable securities laws, the rules of NASDAQ or any other stock exchange on which securities of the Company are then quoted or listed for trading and the Companies Acts and (B) enable the Nominating Committee to make determinations with respect to such Shareholder Designee’s satisfaction of the requirements set forth in Section 3.1(b)(v); provided that the Nominating Committee shall make such determinations as promptly as practicable following receipt by the Company of the notification and information contemplated in clauses (i) and (ii) of this Section 3.1(f) and shall promptly provide the Shareholder with written notice if the Nominating Committee determines that such Shareholder Designee does not satisfy such requirements (together with a reasonably detailed description of the basis on which the Nominating Committee shall have made such determination)members. (g) During the Board Right Period, the Company agrees that any Shareholder Designee serving as a Director shall be entitled to the same 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 such Shareholder Designee’s term of office, and with respect to indemnification arrangements, directors and officers insurance coverage and other similar protections and expense reimbursement. (h) Notwithstanding anything in this Section 3.1 to the contrary, (i) the Company will not be obligated to take any action in respect of any Shareholder Designee pursuant to Sections 3.1(c)(ii) if the Shareholder shall have failed, in any material respect, to provide, or cause to be provided, the notice and information required by clauses (i) and (ii) of Section 3.1(f); and (ii) in the event that a breach of Article IV or Article V by the Shareholder Parent or the Shareholder shall have occurred and be continuing, in addition to any other remedies that the Company may have, the Shareholder’s right to designate a Shareholder Designee shall be suspended; provided, however, that such right shall be reinstated and become effective from and after the date on which any such default shall have been cured or remedied until a Board Right Termination Event occurs. (i) During the Board Right Period and except as required by applicable law, the Company shall not take any action to cause the removal (without cause) of a Shareholder Designee serving as a Director. The Shareholder shall cause the Shareholder Designee to resign or, if reasonably sufficient, recuse himself or herself any time the presence of such individual as a Shareholder Designee on the Board shall, in the reasonable judgment of the Board, reasonably be likely to violate applicable law or otherwise compromise the Board’s exercise of its fiduciary duties.

Board Representation. (a) From and after the First Tranche Closing Date until a Board Right Termination Event occurs (and for as long as the “Board Right Period”)Purchaser holds any Securities, the Shareholder Company shall have take all actions within its control as are necessary to cause the right (but not the obligation), upon written notice to the Company, to designate one individual to serve on election or appointment as a member of the Board (and any executive committee thereof) of an individual to be designated by the “Shareholder Designee”); providedPurchaser, howeverincluding without limitation, that nominating the representative identified by the Purchaser for election as a director of the Company at any meeting of the Company's stockholders at which directors will be elected, recommending such Shareholder Designee shall satisfy representative's election to the applicable requirements set forth Board, soliciting and voting proxies in Section 3.1(b); provided, further, that if a Board Right Termination Event occurs, the Shareholder shall promptly cause the Shareholder Designee, if any, then serving on the Board to resign, effective immediately, from the Board and from any committees or subcommittees thereof to which the Shareholder Designee is then appointed or on which he or she is then servingfavor of such representative's election, and the right of the Shareholder to designate a Shareholder Designee shall terminatefilling any vacancies created by death, resignation, removal or otherwise with such representative. (b) Notwithstanding anything In addition to, and without limitation of the Purchaser's rights pursuant to paragraph (a) of this Section, from and after the contrary set forth First Tranche Closing Date and for as long as the sum of (i) all First Tranche Common Shares, (ii) all Conversion Shares (including for purposes of this clause (ii) all Conversion Shares that would be issuable upon conversion in full of all outstanding Notes as of such time) and (iii) all Warrant Shares (including for purposes of this Agreementclause (iii) all Warrant Shares that would be issuable upon exercise in full of all outstanding Warrants as of such time), any Shareholder Designee held by the Purchaser equals or exceeds 50% of the Aggregate Perseus Ownership as of such time, the Company shall take all actions as are necessary to: (A) cause the election or appointment as a member of the Board of a Qualified Independent Director (as defined below); and (B) permit an individual to be designated by the Shareholder Purchaser to attend (in person or by telephone) as an observer (a "Perseus Observer") all meetings of the Board (and any executive committee thereof). Notwithstanding the foregoing, if any Second Tranche Notes are purchased by the Purchaser, then at any time that the Purchaser would be entitled to designate an observer to the Board pursuant to Section 3.1(a) the foregoing clause (i) B), the Purchaser shall be resident entitled in Ireland lieu thereof, to designate a second representative for so long election or appointment to the Board and the Company shall take all actions within its control as such Shareholder Designee serves are necessary to cause the election or appointment as a Director; (ii) shall qualify as an “independent director” under applicable provisions member of the Exchange Act Board (and under applicable NASDAQ rules and regulations, or the applicable rules and regulations of the principal securities exchange on which the Ordinary Shares are then listed; (iiiany executive committee thereof) would not, at the time of such designationrepresentative, be required to disclose any information pursuant to Item 2(d) or (e) of Schedule 13D (as in effect on including without limitation, nominating the date of this Agreement) if such Shareholder Designee were representative identified by the “person filing” such Schedule 13D; (iv) shall not, at the time of such designation, be prohibited or disqualified from serving Purchaser for election as a director of the Company at any meeting of the Company's stockholders at which directors will be elected, recommending such representative's election to the Board, soliciting and voting proxies in favor of such representative's election, and filling any vacancies created by death, resignation, removal or otherwise with such representative. For purposes of this paragraph (b), a public company pursuant "Qualified Independent Director" means an individual to be designated by the Company, who meets the applicable Nasdaq listing standards to qualify as an independent director of the Company and whose election to director has been affirmatively consented to in advance by the Purchaser. The Company shall provide to any applicable rule Perseus Observer copies of all notices, minutes, consents and other materials, financial or regulation otherwise, which the Company provides to its Board of Directors at the same time such materials are provided to members of the SEC or NASDAQ or pursuant Board. At least one Perseus Director shall have the right to applicable law, including the Companies Acts; attend and (v) shall, participate fully in the good faith judgment a non-voting capacity in all meetings of each of the Board's Nominating and Corporate Governance Committee of the Board (the “Nominating Committee”)and Compensation Committees, satisfy the requirements set forth in the Company’s Organizational Documents and Corporate Governance Guidelines (as in effect from time to time)or any equivalent committees, in each case as are applicable to all non-employee Directors generally. The Shareholder Designee shall, upon appointment or election, as the case may be, to the Board, execute such agreements as are required to be executed by all non-employee Directors generally and shall otherwise abide by the provisions including receipt of all codes and policies of information provided to Committee members at the Company that are applicable same time such information is provided to all non-employee Directors generally, including, as applicable, the Company’s ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Policy, policies requiring the pre-clearance of all securities trading activity, the Company’s Code of Conduct and the Company’s stock ownership policyCommittee members. (c) During At any time that the Purchaser have the right to designate one member of the Board Right Periodpursuant to paragraph (a) of this Section, the Company shall use take all actions as are necessary to cause the Board to consist of not more than seven members, including the member of the Board designated by the Purchaser; provided, that at any time that the Purchaser has the right to designate a second member of the Board pursuant to paragraph (b) of this Section, the Company shall take all actions as are necessary to cause the Board to consist of not more than eight members, including the two members designated by the Purchaser. (d) The Company shall reimburse all reasonable endeavors expenses (including travel and lodging expenses) incurred by the Perseus Directors or the Perseus Observers, in connection with their attendance at meetings of the Board or committees thereof. The Company shall provide and maintain in effect customary indemnification (including provisions relating to procurethe advancement of expenses incurred in the defense of any action or suit) of the Perseus Directors, and in any event such indemnification shall be on terms no less favorable than those provided as of the date of this Agreement to the members of the Board of Directors pursuant to the Certificate of Incorporation, the Bylaws, applicable Law or otherwise. In addition, the Company shall obtain and maintain in effect a customary officers' and directors' liability insurance policy covering acts and omissions of the Perseus Directors and having a coverage limit of not less than $5,000,000. (e) At any time that the Purchaser is entitled to designate a member of the Board pursuant to this Section, the Purchaser may elect to substitute in lieu thereof a Perseus Observer, or may waive such rights in their entirety. As promptly as practicable (and in any event no later than 10 Business Days) following the Purchaser's written request, made at such time as (i) at the next scheduled meeting of the Board, which Purchaser shall be validly noticed, the appointment of the Shareholder Designee have waived its right to the Boarddesignate any Perseus Directors and Purchaser's right to a Perseus Observer; and (ii) thereafter, at each annual general meeting of shareholders no member of the Company occurring during the Board Right Period at which the term is a director, officer, employee or partner of the Shareholder Designee will expire in accordance Purchaser or any Affiliate of the Purchaser, the Company shall publicly disclose any material event or circumstance that has occurred or material information that exists with respect to the Company or any of its Subsidiaries or its or their business, properties, operations or financial conditions, which, under applicable Law, requires public disclosure or announcement by the Company prior to the Company’s Organizational Documents (whether by rotation 's purchase or otherwise)sale of its securities but which has not been so publicly announced or disclosed. From and after the delivery of a written request described in the preceding sentence, the election Company shall not, and shall cause each of its Subsidiaries and its and each of their respective officers, directors, employees and agents not to, provide the Purchaser with any material nonpublic information regarding the Company or re-election, as any of its Subsidiaries without the case may be, express written consent of the applicable Shareholder Designee Purchaser. (f) The actions to be taken by the Company pursuant to this Section 5.11 shall include appointing the Perseus Directors to the Board, including granting one Perseus Director the rights contemplated by (A) the last sentence of Section 5.11(b), and nominating such Shareholder Designee the representatives identified by the Purchaser for election to serve as a Director as provided in this Agreement, (B) subject to compliance by directors of the Shareholder with Section 3.1(f), including such nomination and other required information regarding such Shareholder Designee in Company at any meeting of the Company’s proxy materials for 's stockholders at which such meeting of shareholders directors will be elected, recommending their election to the Board, and (C) soliciting or causing the solicitation of and voting proxies in favor of the election their election. For purposes of such Shareholder Designee as a Director, in the case of each of clauses (i) and (ii), for a term expiring at the next annual general meeting of shareholders at which members of the class of Directors to which the Shareholder Designee belongs are to be elected or re-elected, as the case may be, or until such Shareholder Designee’s successor shall have been elected and qualified, or at such earlier time, if any, as such Shareholder Designee may resign, retire, die or be removed (for any reason) as a Director. (d) Notwithstanding the foregoingclarification, the Company shall not be obligated deemed to procure the appointment be in breach of any individual to the Board pursuant to Section 3.1(c)(i) or to procure the election or re-election of any individual pursuant to Section 3.1(c)(ii) if such individual shall have previously been designated by the Shareholder pursuant to Section 3.1(a) and nominated by the Company for election or re-election, as the case may be, as a Director as provided in Section 3.1(c)(ii) (and provided that the Company shall have complied with its obligations set forth in Section 3.1(c)(ii) in respect thereof), and, following the vote of shareholders at the annual general meeting of shareholders, shall have failed to be elected or re-elected, as the case may be, as a Director by the requisite vote of the Company’s shareholders. (e) In furtherance of, and not in limitation to, the Shareholder’s rights in under this Section 3.15.11, during the Board Right Period, (i) the Shareholder shall have the right (but not the obligation), upon written notice to the Company as provided in Section 3.1(a), to designate a Shareholder Designee to replace any Shareholder Designee who shall have resigned, retired, died or been removed from office (for any reason) or who, following the voting of shareholders at a meeting of shareholders of the Company shall have failed to be elected or re-elected, as the case may be, by the requisite vote of the Company’s shareholders; and (ii) the provisions of Sections 3.1(c) and 3.1(d) shall apply to, and the Company shall comply with its obligations contained therein in respect of, any such replacement Shareholder Designee. (f) Not less than one hundred twenty (120) days prior to the anniversary of the prior year’s annual general meeting of shareholders of the Company occurring during the Board Right Period at which members of the class of Directors to which the Shareholder Designee belongs are to be elected, the Shareholder shall (i) notify the Company in writing of the name of the Shareholder Designee to be nominated for election at such meeting and (ii) provide, or cause such Shareholder Designee to provide, to the Company, all information concerning such Shareholder Designee and his or her nomination to be elected as a Director at such meeting as shall reasonably be required to (A) comply with applicable securities laws, the rules of NASDAQ or any other stock exchange on which securities of the Company are then quoted or listed for trading and the Companies Acts and (B) enable the Nominating Committee to make determinations with respect to such Shareholder Designee’s satisfaction of the requirements set forth in Section 3.1(b)(v); provided that the Nominating Committee shall make such determinations as promptly as practicable following receipt by the Company of the notification and information contemplated in clauses (i) and (ii) of this Section 3.1(f) and shall promptly provide the Shareholder with written notice if the Nominating Committee determines that such Shareholder Designee does not satisfy such requirements (together with a reasonably detailed description of the basis on which the Nominating Committee shall have made such determination). (g) During the Board Right Period, the Company agrees that any Shareholder Designee serving as a Director shall be entitled to the same 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 such Shareholder Designee’s term of office, and with respect to indemnification arrangements, directors and officers insurance coverage and other similar protections and expense reimbursement. (h) Notwithstanding anything in this Section 3.1 to the contrary, (i) the Company will not be obligated to take any action in respect of any Shareholder Designee pursuant to Sections 3.1(c)(ii) if the Shareholder shall have failed, in any material respect, to provide, or cause to be provided, the notice and information required by clauses (i) and (ii) of Section 3.1(f); and (ii) in the event that a breach of Article IV or Article V the Company has complied with the terms and conditions set forth herein, and the representatives identified by the Shareholder Parent or the Shareholder shall have occurred and be continuing, in addition Purchaser are not elected to any other remedies that the Company may have, the Shareholder’s right to designate a Shareholder Designee shall be suspended; provided, however, that such right shall be reinstated and become effective from and after the date on which any such default shall have been cured or remedied until a Board Right Termination Event occurs. (i) During the Board Right Period and except as required by applicable law, the Company shall not take any action to cause the removal (without cause) of a Shareholder Designee serving as a Director. The Shareholder shall cause the Shareholder Designee to resign or, if reasonably sufficient, recuse himself or herself any time the presence of such individual as a Shareholder Designee on the Board shall, in the reasonable judgment of the Board, reasonably be likely to violate applicable law or otherwise compromise the Board’s exercise of its fiduciary dutiesCompany's stockholders.

Board Representation. (a) From and Within 15 business days after the execution of this Agreement, the Investors shall notify the Board in writing of the names of five individuals (which may include one or more members of senior management of the Company) that the Investors designate as the individuals who shall be appointed to the Board immediately after the Closing Date until a Board Right Termination Event occurs (the “Board Right Period”), the Shareholder it being understood that YAAF and YAAF Parallel each shall have the right (but not the obligation), upon written notice to the Company, to designate one individual such person, and that Investors collectively shall designate the other three such persons). Prior to serve on the Board mailing to Company Stockholders of the Proxy Statement, the Investors shall have the right to revise their list of five individuals, and the individuals so designated (the “Shareholder DesigneeInvestor Director Designees”) shall be disclosed in the Proxy Statement, and such individuals shall consent to serve if appointed. The Board shall have the right to consent to the Investor Director Designees designated by the Investors prior to the Closing, which consent shall not be unreasonably withheld. (b) Within 15 business days after execution of this Agreement, the Board shall notify the Investors in writing of the names of up to six individuals who are independent directors of the Company as of the date of this Agreement and who the Board designates as the directors who intend to remain as members of the Board following the Closing. Prior to the mailing to the Company Stockholders of the Proxy Statement, the Board shall have the right to revise or supplement its list of up to six individuals, and the individuals so designated (the “Continuing Independent Directors”) shall be disclosed in the Proxy Statement, and such individuals shall consent to continue to serve as directors following the Closing. (c) In the event that, at any time prior to the mailing to the Company Stockholders of the Proxy Statement, the number of named Continuing Independent Directors shall be less than six, the Board and the Nominating Committee of the Board shall use all reasonable efforts to recruit additional individuals who meet the requirements of Section 2.01(a)(ii) of the Stockholders Agreement and who shall consent to serve as independent directors of the Company after the Closing (the “New Independent Directors”); , provided, however, that such Shareholder Designee shall satisfy immediately prior to the applicable requirements set forth in Section 3.1(b); provided, further, that if a Board Right Termination Event occursClosing, the Shareholder aggregate number of named Continuing Independent Directors and New Independent Directors may be either less than or equal to six. The Investors shall promptly cause the Shareholder Designee, if any, then serving on the Board to resign, effective immediately, from the Board and from any committees or subcommittees thereof to which the Shareholder Designee is then appointed or on which he or she is then serving, and have the right of the Shareholder to designate a Shareholder Designee shall terminate. (b) Notwithstanding anything consent to the contrary set forth in this Agreement, any Shareholder Designee New Independent Directors designated by the Shareholder pursuant to Section 3.1(a) (i) shall be resident in Ireland for so long as such Shareholder Designee serves as a Director; (ii) shall qualify as an “independent director” under applicable provisions of the Exchange Act and under applicable NASDAQ rules and regulations, or the applicable rules and regulations of the principal securities exchange on which the Ordinary Shares are then listed; (iii) would not, at the time of such designation, be required to disclose any information pursuant to Item 2(d) or (e) of Schedule 13D (as in effect on the date of this Agreement) if such Shareholder Designee were the “person filing” such Schedule 13D; (iv) shall not, at the time of such designation, be prohibited or disqualified 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 the Companies Acts; and (v) shall, in the good faith judgment of the Nominating and Corporate Governance Committee of the Board (the “Nominating Committee”), satisfy the requirements set forth in the Company’s Organizational Documents and Corporate Governance Guidelines (as in effect from time to time), in each case as are applicable to all non-employee Directors generally. The Shareholder Designee shall, upon appointment or election, as the case may be, prior to the Board, execute such agreements as are required to be executed by all non-employee Directors generally and shall otherwise abide by the provisions of all codes and policies of the Company that are applicable to all non-employee Directors generally, including, as applicable, the Company’s ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Policy, policies requiring the pre-clearance of all securities trading activity, the Company’s Code of Conduct and the Company’s stock ownership policy. (c) During the Board Right Period, the Company shall use reasonable endeavors to procure, (i) at the next scheduled meeting of the BoardClosing, which consent shall not be validly noticed, the appointment of the Shareholder Designee to the Board; and (ii) thereafter, at each annual general meeting of shareholders of the Company occurring during the Board Right Period at which the term of the Shareholder Designee will expire in accordance with the Company’s Organizational Documents (whether by rotation or otherwise), the election or re-election, as the case may be, of the applicable Shareholder Designee to the Board, including by (A) nominating such Shareholder Designee for election to serve as a Director as provided in this Agreement, (B) subject to compliance by the Shareholder with Section 3.1(f), including such nomination and other required information regarding such Shareholder Designee in the Company’s proxy materials for such meeting of shareholders and (C) soliciting or causing the solicitation of proxies in favor of the election of such Shareholder Designee as a Director, in the case of each of clauses (i) and (ii), for a term expiring at the next annual general meeting of shareholders at which members of the class of Directors to which the Shareholder Designee belongs are to be elected or re-elected, as the case may be, or until such Shareholder Designee’s successor shall have been elected and qualified, or at such earlier time, if any, as such Shareholder Designee may resign, retire, die or be removed (for any reason) as a Directorunreasonably withheld. (d) Notwithstanding Immediately prior to the foregoingClosing, the Company shall not be obligated to procure the appointment of any individual to and the Board pursuant shall take all actions necessary to Section 3.1(c)(i(i) or increase the authorized number of directors to procure the election or re-election eleven, (ii) cause those directors of any individual pursuant to Section 3.1(c)(ii) if such individual shall have previously been designated by the Shareholder pursuant to Section 3.1(a) and nominated by the Company for election or re-electionwho are not Continuing Independent Directors to resign from the Board, and (iii) effective as the case may beClosing, appoint the Investor Director Designees and the New Independent Directors as a Director as provided in Section 3.1(c)(ii) (and provided that the Company shall have complied with its obligations set forth in Section 3.1(c)(ii) in respect thereof), and, following the vote of shareholders at the annual general meeting of shareholders, shall have failed to be elected or re-elected, as the case may be, as a Director by the requisite vote directors of the Company’s shareholders. (e) In furtherance of, and not in limitation to, the Shareholder’s rights in this Section 3.1, during the Board Right Period, (i) the Shareholder shall have the right (but not the obligation), upon written notice to the Company as provided in Section 3.1(a), to designate a Shareholder Designee to replace any Shareholder Designee who shall have resigned, retired, died or been removed from office (for any reason) or who, following the voting of shareholders at a meeting of shareholders of the Company shall have failed to be elected or re-elected, as the case may be, by the requisite vote of the Company’s shareholders; and (ii) the provisions of Sections 3.1(c) and 3.1(d) shall apply to, and the Company shall comply with its obligations contained therein in respect of, any such replacement Shareholder Designee. (f) Not less than one hundred twenty (120) days prior to the anniversary of the prior year’s annual general meeting of shareholders of the Company occurring during the Board Right Period at which members of the class of Directors to which the Shareholder Designee belongs are to be elected, the Shareholder shall (i) notify the Company in writing of the name of the Shareholder Designee to be nominated for election at such meeting and (ii) provide, or cause such Shareholder Designee to provide, to the Company, all information concerning such Shareholder Designee and his or her nomination to be elected as a Director at such meeting as shall reasonably be required to (A) comply with applicable securities laws, the rules of NASDAQ or any other stock exchange on which securities of the Company are then quoted or listed for trading and the Companies Acts and (B) enable the Nominating Committee to make determinations with respect to such Shareholder Designee’s satisfaction of the requirements set forth in Section 3.1(b)(v); provided that the Nominating Committee shall make such determinations as promptly as practicable following receipt by the Company of the notification and information contemplated in clauses (i) and (ii) of this Section 3.1(f) and shall promptly provide the Shareholder with written notice if the Nominating Committee determines that such Shareholder Designee does not satisfy such requirements (together with a reasonably detailed description of the basis on which the Nominating Committee shall have made such determination). (g) During the Board Right Period, the Company agrees that any Shareholder Designee serving as a Director shall be entitled to the same 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 such Shareholder Designee’s term of office, and with respect to indemnification arrangements, directors and officers insurance coverage and other similar protections and expense reimbursement. (h) Notwithstanding anything in this Section 3.1 to the contrary, (i) the Company will not be obligated to take any action in respect of any Shareholder Designee pursuant to Sections 3.1(c)(ii) if the Shareholder shall have failed, in any material respect, to provide, or cause to be provided, the notice and information required by clauses (i) and (ii) of Section 3.1(f); and (ii) in the event that a breach of Article IV or Article V by the Shareholder Parent or the Shareholder shall have occurred and be continuing, in addition to any other remedies that the Company may have, the Shareholder’s right to designate a Shareholder Designee shall be suspended; provided, however, that such right shall be reinstated and become effective from and after the date on which any such default shall have been cured or remedied until a Board Right Termination Event occurs. (i) During the Board Right Period and except as required by applicable law, the Company shall not take any action to cause the removal (without cause) of a Shareholder Designee serving as a Director. The Shareholder shall cause the Shareholder Designee to resign or, if reasonably sufficient, recuse himself or herself any time the presence of such individual as a Shareholder Designee on the Board shall, in the reasonable judgment of the Board, reasonably be likely to violate applicable law or otherwise compromise the Board’s exercise of its fiduciary duties.

Board Representation. (a) From In addition to and after not in lieu of board representation rights provided for in Section 2(a) of that certain Stock Purchase Agreement dated November 15, 1990 between Akorn and The ▇▇▇▇ ▇. ▇▇▇▇▇▇ Trust dated September 20, 1989, for so long as EJ Funds and its Affiliates in the Closing Date until a Board Right Termination Event occurs aggregate hold shares of Common Stock representing five percent (5%) or more of the “Board Right Period”)issued and outstanding shares of Common Stock of Akorn, the Shareholder EJ Funds shall have the right (but not the obligation), upon written notice to the Company, to designate one individual to serve on the Board (the “Shareholder Designee”); provided, however, that such Shareholder Designee shall satisfy the applicable requirements set forth in Section 3.1(b); provided, further, that if a Board Right Termination Event occurs, the Shareholder shall promptly cause the Shareholder Designee, if any, then serving on the Board to resign, effective immediately, from the Board and from any committees or subcommittees thereof to which the Shareholder Designee is then appointed or on which he or she is then serving, and the right of the Shareholder to designate a Shareholder Designee shall terminate. (b) Notwithstanding anything to the contrary set forth in this Agreement, any Shareholder Designee designated by the Shareholder pursuant to Section 3.1(a) (i) shall be resident in Ireland for so long as such Shareholder Designee serves as a Director; (ii) shall qualify as an “independent director” under applicable provisions of the Exchange Act and under applicable NASDAQ rules and regulations, or the applicable rules and regulations of the principal securities exchange on which the Ordinary Shares are then listed; (iii) would not, at the time of such designation, be required to disclose any information pursuant to Item 2(d) or (e) of Schedule 13D nominate (as in effect on the date applicable) two (2) directors (one of this Agreement) if such Shareholder Designee were the “person filing” such Schedule 13D; (iv) shall notwhom, at the time of such designation, be prohibited or disqualified 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 the Companies Acts; and (v) shall, in the good faith judgment of the Nominating and Corporate Governance Committee of the Board (the “Nominating Committee”), satisfy the requirements set forth in the Company’s Organizational Documents and Corporate Governance Guidelines (as in effect from time to time), in each case as are applicable to all non-employee Directors generally. The Shareholder Designee shall, upon appointment or election, as the case may be, to the Board, execute such agreements as are required to be executed by all non-employee Directors generally and shall otherwise abide by the provisions of all codes and policies of the Company that are applicable to all non-employee Directors generally, including, as applicable, the Company’s ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Policy, policies requiring the pre-clearance has been so designated) to serve on Akorn’s Board of all securities trading activityDirectors (such Persons designated by EJ Funds, together with any successor designee(s) that may be designated by EJ Funds from time to time, the Company’s Code of Conduct and the Company’s stock ownership policy“EJ Funds Designees”). (cb) During With respect to each shareholder election of directors of Akorn after the Board Right PeriodRestatement Effective Date, the Company shall use reasonable endeavors to procure, (i) at the next scheduled meeting of the Board, which shall be validly noticed, the appointment of the Shareholder Designee to the Board; and (ii) thereafter, including at each annual general or special meeting of shareholders of Akorn at which directors are elected, Akorn shall cause its Board of Directors and management to (i) include each of the Company occurring during EJ Funds Designees in the slate of nominees recommended by the Board Right Period at which the term of the Shareholder Designee will expire in accordance with the CompanyDirectors to Akorn’s Organizational Documents (whether by rotation or otherwise), the election or re-election, as the case may be, of the applicable Shareholder Designee to the Board, including by (A) nominating such Shareholder Designee shareholders for election to serve as a Director as provided in this Agreementdirectors, (Bii) subject recommend to compliance by its shareholders that they vote for the Shareholder with Section 3.1(f)EJ Funds Designees as directors of Akorn, including such nomination and other required information regarding such Shareholder Designee in the Company’s proxy materials for such meeting of shareholders and (Ciii) soliciting or causing the solicitation of vote all proxies it may hold in favor of the election of the EJ Funds Designees, except as otherwise directed by any shareholder who submits such Shareholder Designee as a Director, in the case of each of clauses (i) proxy and (ii), for a term expiring at iv) use its best efforts to cause the next annual general meeting of shareholders at which members of the class EJ Funds Designees to be elected as directors. (c) Akorn shall take no action that would cause its Board of Directors to which exceed fifteen in number without the Shareholder Designee belongs are to be elected or re-elected, as the case may be, or until such Shareholder Designee’s successor shall have been elected and qualified, or at such earlier time, if any, as such Shareholder Designee may resign, retire, die or be removed (for any reason) as a Directorconsent of EJ Funds. (d) Notwithstanding the foregoing, the Company Akorn shall not be obligated required to procure the appointment nominate any EJ Funds Designees that may not, by virtue of any individual to the Board pursuant to Section 3.1(c)(i) state or to procure the election federal laws or re-election rules of any individual pursuant to Section 3.1(c)(ii) if such individual shall have previously been designated by the Shareholder pursuant to Section 3.1(a) and nominated by the Company for election exchange upon which Akorn’s securities are listed or re-election, as the case may be, as traded become a Director as provided in Section 3.1(c)(ii) (and provided that the Company shall have complied with its obligations set forth in Section 3.1(c)(ii) in respect thereof), and, following the vote director of shareholders at the annual general meeting of shareholders, shall have failed to be elected or re-elected, as the case may be, as a Director by the requisite vote of the Company’s shareholdersAkorn. (e) In furtherance of, and not in limitation to, the Shareholder’s rights in this Section 3.1, during the Board Right Period, (i) the Shareholder shall have the right (but not the obligation), upon written notice Notwithstanding any provision to the Company as provided in Section 3.1(a)contrary contained herein, to designate a Shareholder Designee to replace any Shareholder Designee who shall have resigned, retired, died or been removed from office (for any reason) or who, following the voting of shareholders at a meeting of shareholders of the Company shall have failed to be elected or re-elected, as the case may be, by the requisite vote of the Company’s shareholders; and (ii) the provisions of Sections 3.1(c) this Section 4.17 shall be personal to Akorn and 3.1(d) shall apply to, and survive the Company shall comply with its obligations contained therein in respect of, any such replacement Shareholder Designee. (f) Not less than one hundred twenty (120) days prior to the anniversary termination of the prior year’s annual general meeting of shareholders of the Company occurring during the Board Right Period at which members of the class of Directors to which the Shareholder Designee belongs are to be elected, the Shareholder shall (i) notify the Company in writing of the name of the Shareholder Designee to be nominated for election at such meeting and (ii) provide, or cause such Shareholder Designee to provide, to the Company, all information concerning such Shareholder Designee and his or her nomination to be elected as a Director at such meeting as shall reasonably be required to (A) comply with applicable securities laws, the rules of NASDAQ this Agreement or any other stock exchange on which securities of the Company are then quoted or listed for trading and the Companies Acts and (B) enable the Nominating Committee to make determinations with respect to such Shareholder Designee’s satisfaction of the requirements set forth in Section 3.1(b)(v); provided that the Nominating Committee shall make such determinations as promptly as practicable following receipt by the Company of the notification and information contemplated in clauses (i) and (ii) assignment of this Section 3.1(f) and shall promptly provide the Shareholder with written notice if the Nominating Committee determines that such Shareholder Designee does not satisfy such requirements (together with a reasonably detailed description of the basis on which the Nominating Committee shall have made such determination)Agreement by EJ Funds. (g) During the Board Right Period, the Company agrees that any Shareholder Designee serving as a Director shall be entitled to the same 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 such Shareholder Designee’s term of office, and with respect to indemnification arrangements, directors and officers insurance coverage and other similar protections and expense reimbursement. (h) Notwithstanding anything in this Section 3.1 to the contrary, (i) the Company will not be obligated to take any action in respect of any Shareholder Designee pursuant to Sections 3.1(c)(ii) if the Shareholder shall have failed, in any material respect, to provide, or cause to be provided, the notice and information required by clauses (i) and (ii) of Section 3.1(f); and (ii) in the event that a breach of Article IV or Article V by the Shareholder Parent or the Shareholder shall have occurred and be continuing, in addition to any other remedies that the Company may have, the Shareholder’s right to designate a Shareholder Designee shall be suspended; provided, however, that such right shall be reinstated and become effective from and after the date on which any such default shall have been cured or remedied until a Board Right Termination Event occurs. (i) During the Board Right Period and except as required by applicable law, the Company shall not take any action to cause the removal (without cause) of a Shareholder Designee serving as a Director. The Shareholder shall cause the Shareholder Designee to resign or, if reasonably sufficient, recuse himself or herself any time the presence of such individual as a Shareholder Designee on the Board shall, in the reasonable judgment of the Board, reasonably be likely to violate applicable law or otherwise compromise the Board’s exercise of its fiduciary duties.

Board Representation. (a) From and after Effective as of immediately following the Closing Date until a Board Right Termination Event occurs (closing of the “Board Right Period”)Transaction, the Shareholder Company will increase the size of the Board by one director, and the Investors shall have the right (but not the obligation), upon written notice to the Company, be entitled to designate one individual to serve on the Board for appointment to the Board to serve as a Class II director (such designee, the “Shareholder Investor Designee”); provided, however, that such Shareholder Designee shall satisfy the applicable requirements set forth in Section 3.1(b); provided, further, that if a Board Right Termination Event occurs, the Shareholder shall promptly cause the Shareholder Designee, if any, then serving on the Board to resign, effective immediately, from the Board and from any committees or subcommittees thereof to which the Shareholder Designee is then appointed or on which he or she is then serving, and the right of the Shareholder to designate a Shareholder Designee shall terminate. (b) Notwithstanding anything to the contrary set forth in this Agreement, any Shareholder Designee designated by the Shareholder pursuant to Section 3.1(a) (i) shall be resident in Ireland for so long as such Shareholder Designee serves as a Director; (ii) shall qualify as an “independent director” under applicable provisions of the Exchange Act and under applicable NASDAQ rules and regulations, or the applicable rules and regulations of the principal securities exchange on which the Ordinary Shares are then listed; (iii) would not, at the time of . Upon such designation, be required to disclose any information pursuant to Item 2(d) or (e) of Schedule 13D (as in effect on the date of this Agreement) if such Shareholder Designee were the “person filing” such Schedule 13D; (iv) shall not, at the time of such designation, be prohibited or disqualified 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 the Companies Acts; and (v) shall, in the good faith judgment of the Nominating and Corporate Governance Committee of the Board (the “Nominating CommitteeNCGC”) shall recommend the appointment of the Investor Designee and the Board shall appoint the Investor Designee to fill the vacancy on the Board. Thereafter, neither the NCGC nor the Board shall withhold its recommendation for the re-election of the Investor Designee to the Board. Following the expiration of the Investor Designee’s initial term, until the first day on which the Investors (together with their Affiliates) cease to Beneficially Own at least ten percent (10%) of the then issued and outstanding Common Stock, including the Conversion Shares and the Warrant Shares (the “Board Representation Rights Termination Event”), satisfy the requirements set forth Company will be required to (i) include the Investor Designee in the Company’s Organizational Documents slate of director nominees and Corporate Governance Guidelines recommend to its stockholders that the Company’s stockholders vote in favor of the electing the Investor Designee to the Board at the Company’s annual meeting, and (ii) use reasonable best efforts to have the Investor Designee elected as a director of the Company and the Company shall solicit proxies for each such person to the same extent as it does for any of its other nominees to the Board. In the event that a vacancy is created at any time by the death, disability, retirement, resignation or removal of any director who is designated by the Investors in effect accordance with this Section 4.1(a), the Company agrees to take at any time and from time to time)time all actions necessary to cause the vacancy created thereby to be filled as promptly as practicable by a new designee of the Investors. (b) The Investor Designee shall not be entitled to any cash or equity compensation from the Company in connection with his or her service as a director of the Company; provided, that the Investor Designee shall be entitled to receive from the Company the same indemnification in each case connection with his or her role as are applicable to all non-employee Directors generally. The Shareholder Designee shall, upon appointment or election, a director as the case may be, to other members of the Board, execute such agreements and the Investor Designee shall be entitled to reimbursement for reasonable out-of-pocket expenses incurred in connection with the performance of his or her services as are required to be executed by all non-employee Directors generally and shall otherwise abide by the provisions of all codes and policies a director of the Company that are applicable to the same extent as the other members of the Board. The Company shall notify the Investor Designee of all regular and special meetings of the Board. The Company shall provide the Investor Designee with copies of all notices, minutes, consents and other materials provided to all non-employee Directors generally, including, other members of the Board concurrently as applicable, such materials are provided to the Company’s ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Policy, policies requiring the pre-clearance of all securities trading activity, the Company’s Code of Conduct and the Company’s stock ownership policyother members. (c) During Following the Board Right PeriodRepresentation Rights Termination Event, the Company shall use reasonable endeavors to procureInvestors will have no further rights under this Section 4.1 and, (i) at the next scheduled meeting written request of the Board, which the irrevocable resignation letter described in Section 4.1(f)(iv) shall become operative and the Investor Designee shall be validly noticed, the appointment of the Shareholder Designee deemed to have resigned from the Board; and (ii) thereafter, at each annual general meeting of shareholders of the Company occurring during the Board Right Period at which the term of the Shareholder Designee will expire in accordance with the Company’s Organizational Documents (whether by rotation or otherwise), the election or re-election, as the case may be, of the applicable Shareholder Designee to the Board, including by (A) nominating such Shareholder Designee for election to serve as a Director as provided in this Agreement, (B) subject to compliance by the Shareholder with Section 3.1(f), including such nomination and other required information regarding such Shareholder Designee in the Company’s proxy materials for such meeting of shareholders and (C) soliciting or causing the solicitation of proxies in favor of the election of such Shareholder Designee as a Director, in the case of each of clauses (i) and (ii), for a term expiring at the next annual general meeting of shareholders at which members of the class of Directors to which the Shareholder Designee belongs are to be elected or re-elected, as the case may be, or until such Shareholder Designee’s successor shall have been elected and qualified, or at such earlier time, if any, as such Shareholder Designee may resign, retire, die or be removed (for any reason) as a Director. (d) Notwithstanding The Investor Designee shall be subject to customary confidentiality and information use restrictions applicable to members of the foregoing, Board. The Investor agrees that the Company shall not be obligated to procure Board may recuse the appointment Investor Designee by majority vote of the members of the Board (but excluding such Investor Designee) from the portion of any individual to Board meeting at which the Board pursuant is evaluating or taking action with respect to Section 3.1(c)(i(i) or to procure the election or re-election exercise of any individual pursuant to Section 3.1(c)(ii) if such individual shall have previously been designated by the Shareholder pursuant to Section 3.1(a) and nominated by the Company for election or re-election, as the case may be, as a Director as provided in Section 3.1(c)(ii) (and provided that the Company shall have complied with its obligations set forth in Section 3.1(c)(ii) in respect thereof), and, following the vote of shareholders at the annual general meeting of shareholders, shall have failed to be elected or re-elected, as the case may be, as a Director by the requisite vote of the Company’s shareholdersrights or enforcement of any of the obligations under this Agreement, the Purchase Agreement, the Certificate of Designations, the Warrant Agreement or the Note, (ii) any transaction proposed by, or with, the Investors or their Affiliates or Representatives or (iii) any acquisition of, or equity or debt investment in, a third party by the Company, and any disposition or other transaction (excluding an acquisition) involving a counterparty affiliated with, or of which the Investors or any of their Affiliates otherwise have a material interest, as determined by the Board (but excluding such Investor Designee) in its reasonable judgment; provided, that the Investors will cause the Investor Designee to promptly disclose to the Board any actual or potential material conflict of interest, and the Board shall determine in its reasonable judgment whether to recuse the Investor Designee. The Board may withhold from the Investor Designee any material distributed to the directors to the extent directly relating to the subject of any such recusal. (e) In furtherance ofThe Investor Designee shall be permitted to disclose to the Investors and the Investors’ Affiliates and Representatives on a need to know basis the information disclosed to the Investor Designee as a member of the Board; provided, that such ability to disclose information shall in all circumstances be subject to a restriction on sharing and not in limitation to, using information subject to confidentiality by the Shareholder’s rights in this Section 3.1, during Company with third parties if the Company has identified to the Investor Designee or the Board Right Periodthat such information is confidential and the disclosure thereof by the Investor Designee would cause a breach of such confidentiality obligation and any such Representative shall, (i) enter into a customary and reasonable mutually acceptable confidentiality agreement with the Shareholder shall have the right (but not the obligation), upon written notice Company. Each Investor agrees to be liable to the Company as provided in Section 3.1(a), to designate a Shareholder Designee to replace any Shareholder Designee who shall have resigned, retired, died or been removed from office (for any reason) breach of confidentiality or who, following the voting use of shareholders at a meeting of shareholders of the Company shall have failed to be elected or re-elected, as the case may be, information by the requisite vote of the Company’s shareholders; its Affiliates and (ii) the provisions of Sections 3.1(c) and 3.1(d) shall apply to, and the Company shall comply with its obligations contained therein in respect of, any such replacement Shareholder DesigneeRepresentatives. (f) Not less than one hundred twenty (120) days prior The Company’s obligations to have any Investor Designee appointed to the anniversary Board or nominate and recommend any Investor Designee for election as a director at any meeting of the prior yearCompany’s annual general meeting of shareholders of the Company occurring during the Board Right Period at which members of the class of Directors stockholders pursuant to which the Shareholder Designee belongs are to this Section 4.1, shall be elected, the Shareholder shall (i) notify the Company in writing of the name of the Shareholder Designee to be nominated for election at such meeting and (ii) provide, or cause such Shareholder Designee to provide, to the Company, all information concerning such Shareholder Designee and his or her nomination to be elected as a Director at such meeting as shall reasonably be required to (A) comply with applicable securities laws, the rules of NASDAQ or any other stock exchange on which securities of the Company are then quoted or listed for trading and the Companies Acts and (B) enable the Nominating Committee to make determinations with respect subject to such Shareholder Investor Designee’s satisfaction of all requirements regarding service as a director of the requirements set forth Company under applicable law and stock exchange rules regarding service as a director of the Company and all other criteria and qualifications for service as a director applicable to all directors of the Company; provided, that in no event shall such Investor Designee’s relationship with the Investors or their Affiliates (or any other actual or potential lack of independence resulting therefrom) nor the ownership by the Investors of any shares of Preferred Stock or shares of Common Stock issuable upon conversion thereof, in and of itself, be considered to disqualify such Investor Designee from being a member of the Board pursuant to this Section 3.1(b)(v); provided that 4.1. The Investors will cause any Investor Designee to make himself or herself reasonably available for interviews and to consent to such reference and background checks or other investigations as the Nominating Committee Board may reasonably request to determine such Investor Designee’s eligibility and qualification to serve as a director of the Company. No Investor Designee shall make such determinations be eligible to serve as promptly a director of the Company if he or she has been involved in any of the events enumerated under Item 2(d) of Schedule 13D under the Exchange Act or Item 401(f) of Regulation S-K under the Securities Act or is subject to any outstanding order, judgment, injunction, ruling, writ or decree of any Governmental Entity prohibiting service as practicable following receipt a director of any public company. As a condition to the appointment of the Investor Designee or nomination for election as a director of the Company pursuant to this Section 4.1, the Investor Designee shall provide to the Company: (i) all information reasonably requested by the Company of the notification that is required to be or is customarily disclosed for directors, candidates for directors and information contemplated their respective Affiliates and Representatives in clauses (i) and a proxy statement or other filings in accordance with applicable law or any stock exchange rules or listing standards; (ii) of this Section 3.1(fall 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; (iii) and shall promptly provide an undertaking in writing by the Shareholder with written notice if Investor Designee, to the Nominating Committee determines that such Shareholder Designee does not satisfy such requirements (together with a reasonably detailed description extent the same is made by the other members of the basis on which the Nominating Committee shall have made such determination).Board: (g1) During to be subject to, bound by and duly comply with the Board Right Periodcode of conduct and other policies of the Company, the Company agrees that any Shareholder Designee serving as a Director shall be entitled in each case, to the same rights, privileges and compensation extent applicable to all other non-employee Directors generally executive directors of the Company; and (2) to provide such additional information reasonably necessary to comply with future legal or regulatory obligations of the Company; and (iv) an irrevocable advance resignation letter pursuant to which all such non-employee Directors are entitled, including any rights with respect to such Shareholder Designee’s term of office, and with respect to indemnification arrangements, directors and officers insurance coverage and other similar protections and expense reimbursementthe Investor Designee shall resign from the Board as set forth in this Agreement. (hg) Notwithstanding anything in this Section 3.1 to Investor agrees that it shall, and it shall cause and direct its Controlled Affiliates to, vote (including, if applicable, by delivering one or more proxies or through the contrary, (i) execution of one or more written consents if stockholders of the Company will not be obligated are requested to take any vote through the execution of an action by written consent in respect lieu of any Shareholder Designee pursuant annual or special meeting of stockholders of the Company) any Voting Securities owned by them or over which they have voting control to Sections 3.1(c)(ii) if the Shareholder shall have failedbe present for quorum purposes, in any material respect, favor of all those persons nominated to provide, or cause to be provided, serve as directors of the notice and information required by clauses (i) and (ii) of Section 3.1(f); and (ii) in the event that a breach of Article IV or Article V Company by the Shareholder Parent or the Shareholder shall have occurred and be continuing, in addition to any other remedies that the Company may have, the Shareholder’s right to designate a Shareholder Designee shall be suspended; provided, however, that such right shall be reinstated and become effective from and after the date on which any such default shall have been cured or remedied until a Board Right Termination Event occurs. (i) During NCGC of the Board Right Period and except as required by applicable law, the Company shall against any nominee not take any action to cause the removal (without cause) of a Shareholder Designee serving as a Director. The Shareholder shall cause the Shareholder Designee to resign or, if reasonably sufficient, recuse himself or herself any time the presence of such individual as a Shareholder Designee on the Board shall, in the reasonable judgment of the Board, reasonably be likely to violate applicable law or otherwise compromise the Board’s exercise of its fiduciary dutiesso nominated.

Board Representation. (ai) From At and immediately after the Closing Date until a Board Right Termination Event occurs (the “Board Right Period”)Closing, the Shareholder Board shall have ten directors, divided into three classes. One member of the right (but not Board shall initially be designated by the obligation), upon written notice Shareholder to be a Class II director with a three year term from the date of the Company, to designate one individual to serve on the Board ’s most recent annual meeting of stockholders (the “Shareholder DesigneeNominee”); provided, however, that such . Unless the Shareholder Designee shall satisfy the applicable requirements set forth expressly agrees in Section 3.1(b); provided, further, that if a Board Right Termination Event occurswriting, the Shareholder Company shall promptly cause use its best efforts to ensure that the Shareholder Designee, if any, then serving on the Board to resign, effective immediately, from the Board and from any committees or subcommittees thereof to which the Shareholder Designee Nominee is then appointed or on which he or she is then serving, and the right of the Shareholder to designate a Shareholder Designee shall terminatenot removed without cause. (bii) Notwithstanding anything The Shareholder acknowledges that pursuant to a separate agreement between the contrary set forth in this AgreementCompany and FIS, any Shareholder Designee up to four directors shall be designated by the Shareholder FIS and that pursuant to Section 3.1(a) (i) shall be resident in Ireland for so long as such Shareholder Designee serves as a Director; (ii) shall qualify as an “independent director” under applicable provisions of the Exchange Act and under applicable NASDAQ rules and regulations, or the applicable rules and regulations of the principal securities exchange on which the Ordinary Shares are then listed; (iii) would not, at the time of such designation, be required to disclose any information pursuant to Item 2(d) or (e) of Schedule 13D (as in effect on the date of this Agreement) if such Shareholder Designee were the “person filing” such Schedule 13D; (iv) shall not, at the time of such designation, be prohibited or disqualified 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 the Companies Acts; and (v) shall, in the good faith judgment of the Nominating and Corporate Governance Committee of the Board (the “Nominating Committee”), satisfy the requirements set forth in the Company’s Organizational Documents and Corporate Governance Guidelines (as in effect from time to time), in each case as are applicable to all non-employee Directors generally. The Shareholder Designee shall, upon appointment or election, as the case may be, to the Board, execute such agreements as are required to be executed by all non-employee Directors generally and shall otherwise abide by the provisions of all codes and policies of separate agreement between the Company that are applicable to all non-employee Directors generally, including, as applicable, the Company’s and ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, two directors shall be designated by ▇▇▇▇▇▇▇▇ Policy, policies requiring the pre-clearance of all securities trading activity, the Company’s Code of Conduct and the Company’s stock ownership policy▇. ▇▇▇▇▇▇▇▇▇. (ciii) During If, at any time following the Board Right Periodelection of the Shareholder Nominee and prior to the third anniversary of the Closing Date, a vacancy exists in the office of the Shareholder Nominee, the Company shall use reasonable endeavors Shareholder will be entitled to procuredesignate a successor and, (i) at the next scheduled in connection with any subsequent meeting of the Board, which shall be validly noticed, the appointment of the Shareholder Designee to the Board; and (ii) thereafter, at each annual general meeting of shareholders of the Company occurring during or the Board Right Period at which such vacancy is to be filled, the term Company will use its best efforts to cause the successor to be so elected. Notwithstanding anything to the contrary contained herein, upon the earlier to occur of the Shareholder Designee will expire in accordance with following: (x) the Company’s Organizational Documents (whether by rotation or otherwise), the election or re-election, as the case may be, of the applicable Shareholder Designee to the Board, including by (A) nominating such Shareholder Designee for election to serve as a Director as provided in this Agreement, (B) subject to compliance by the Shareholder with Section 3.1(f), including such nomination and other required information regarding such Shareholder Designee in the Company’s proxy materials for such meeting of shareholders and (C) soliciting or causing the solicitation of proxies in favor of the election of such Shareholder Designee as a Director, in the case of each of clauses (i) and (ii), for a term expiring at the next annual general meeting of shareholders at which members of the class of Directors to date on which the Shareholder Designee belongs are to be elected or re-elected, as the case may be, or until such Shareholder Designee’s successor shall have been elected and qualified, or at such earlier time, if any, as such Shareholder Designee may resign, retire, die or be removed (for any reason) as a Director. (d) Notwithstanding the foregoing, the Company shall not be obligated to procure the appointment its affiliates own less than one million shares of any individual to the Board pursuant to Section 3.1(c)(i) or to procure the election or re-election of any individual pursuant to Section 3.1(c)(ii) if such individual shall have previously been designated by the Shareholder pursuant to Section 3.1(a) and nominated by the Company for election or re-election, as the case may be, as a Director as provided in Section 3.1(c)(ii) (and provided that the Company shall have complied with its obligations set forth in Section 3.1(c)(ii) in respect thereof), and, following the vote of shareholders at the annual general meeting of shareholders, shall have failed to be elected or re-elected, as the case may be, as a Director by the requisite vote of the Company’s shareholders. (e) In furtherance of, and not in limitation to, the Shareholder’s rights in this Section 3.1, during the Board Right Period, (i) the Shareholder shall have the right (but not the obligation), upon written notice to the Company as provided in Section 3.1(a), to designate a Shareholder Designee to replace any Shareholder Designee who shall have resigned, retired, died or been removed from office (for any reason) or who, following the voting of shareholders at a meeting of shareholders of the Company shall have failed to be elected or re-elected, as the case may be, by the requisite vote of the Company’s shareholdersCommon Stock; and (iiy) the provisions of Sections 3.1(c) and 3.1(d) shall apply to, and the Company shall comply with its obligations contained therein in respect of, any such replacement Shareholder Designee. (f) Not less than one hundred twenty (120) days prior to date that is three years from the anniversary of the prior year’s annual general meeting of shareholders of the Company occurring during the Board Right Period at which members of the class of Directors to which the Shareholder Designee belongs are to be elected, the Shareholder shall (i) notify the Company in writing of the name of the Shareholder Designee to be nominated for election at such meeting and (ii) provide, or cause such Shareholder Designee to provide, to the Company, all information concerning such Shareholder Designee and his or her nomination to be elected as a Director at such meeting as shall reasonably be required to (A) comply with applicable securities laws, the rules of NASDAQ or any other stock exchange on which securities of the Company are then quoted or listed for trading and the Companies Acts and (B) enable the Nominating Committee to make determinations with respect to such Shareholder Designee’s satisfaction of the requirements set forth in Section 3.1(b)(v); provided that the Nominating Committee shall make such determinations as promptly as practicable following receipt by the Company of the notification and information contemplated in clauses (i) and (ii) of this Section 3.1(f) and shall promptly provide the Shareholder with written notice if the Nominating Committee determines that such Shareholder Designee does not satisfy such requirements (together with a reasonably detailed description of the basis on which the Nominating Committee shall have made such determination). (g) During the Board Right Period, the Company agrees that any Shareholder Designee serving as a Director shall be entitled to the same 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 such Shareholder Designee’s term of office, and with respect to indemnification arrangements, directors and officers insurance coverage and other similar protections and expense reimbursement. (h) Notwithstanding anything in this Section 3.1 to the contrary, (i) the Company will not be obligated to take any action in respect of any Shareholder Designee pursuant to Sections 3.1(c)(ii) if the Shareholder shall have failed, in any material respect, to provide, or cause to be provided, the notice and information required by clauses (i) and (ii) of Section 3.1(f); and (ii) in the event that a breach of Article IV or Article V by the Shareholder Parent or the Shareholder shall have occurred and be continuing, in addition to any other remedies that the Company may haveClosing Date, the Shareholder’s right to designate a the Shareholder Designee Nominee shall be suspended; providedcease and, however, that such right shall be reinstated and become effective upon notice from and after the date on which any such default shall have been cured or remedied until a Board Right Termination Event occurs. (i) During Company to the Board Right Period and except as required by applicable lawShareholder, the Company shall not take any action to cause the removal (without cause) of a Shareholder Designee serving as a Director. The Shareholder shall cause the Shareholder Designee Nominee to resign orimmediately resign. The Shareholder Nominee, if reasonably sufficient, recuse himself or herself any time the presence of such individual upon election as a director, will receive standard board fees, perquisites, expense reimbursements and option grants, in accordance with the Company’s policy of paying directors, as such policy may be in effect from time to time. (iv) For so long as Shareholder Designee on and its affiliates own directly or indirectly at least one million shares of Common Stock, and there is no nominee of the Shareholder or its affiliates then serving as a director of the Company, the Shareholder will have the right to designate one person to attend meetings of the Board shallas a non-voting observer (the “Shareholder Observer”). Such Shareholder Observer will have the right to receive notice of and attend and participate in discussions at each regular and special meeting of the Board and will be entitled to receive at the same time they are provided to the Board copies of any information concerning the Company that is provided to the Company’s directors. Such Shareholder Observer will be bound by the same duties and obligations of loyalty and confidentiality with respect to such information as the directors of the Company. (v) From the Closing and continuing until the earliest of (x) the date that is five years after the Closing Date, (y) the date FIS and its affiliates no longer beneficially own (as defined in Rule 13d-3 and 13d-5 under the Exchange Act) more than 10% of the outstanding shares of any class of capital stock of the Company which are entitled to vote generally in the reasonable judgment election of directors, and (z) the Shareholder and its affiliates do not own at least one million shares of Common Stock, the Shareholder agrees that it and its affiliates: (a) with respect to any proposal submitted to the Company’s shareholders regarding the election of directors, will vote all Common Stock which they have the right to vote in favor of the nominees designated by the Company’s directors other than the directors designated by FIS and its affiliates, ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ and his affiliates, and the Shareholder and its affiliates (the “Public Directors”); (b) with respect to any proposal to amend the Company’s Articles of Incorporation or Bylaws, will vote all Common Stock which they have the right to vote against any such proposal that has not been approved by a majority of the Public Directors; (c) will not, and will cause its affiliates not to, call, or support (by way of giving a proxy or written consent) any person in seeking to call, any special meeting of the Company’s shareholders; (d) will not, and will cause its affiliates not to, seek or vote to remove or support (by way of giving a proxy or written consent) any person in seeking to remove, without cause, any member or members of the Board; (e) will not solicit, reasonably be likely obtain, hold or vote the written proxies of any other shareholders of the Company; (f) will not enter into any binding agreement, arrangement or understanding with any other person jointly to violate applicable law take or otherwise compromise cause such other person to take any action which would, if done by the Board’s exercise Shareholder or its affiliates, result in a violation of its fiduciary dutiesclauses (c), (d) or (e) of this Section 5(i)(v); and (g) will not publicly announce that it is seeking a waiver of any of the provisions of this Section 5(i)(v).

Board Representation. (a) From So long as the sum of the number of Ordinary Shares and after the Closing Date until a number of Ordinary Shares into which the then outstanding Note may be converted, in each case, beneficially owned by the Investor, together with its Subsidiaries, is at least 5,057,952 Ordinary Shares, subject to adjustment for any share split, share dividend, recapitalization, reclassification or similar transaction of the Company made in respect of any Ordinary Shares, the Investor shall be entitled to designate one (1) director to the Board Right Termination Event occurs of the Company (such director, or such other individual who may be designated by the Investor from time to time, the “Board Right PeriodInvestor Director”), and the Shareholder Company shall arrange for the appointment or election of such Investor Director to the Board as soon as practicable after the Investor notifies the Company of its designation of the Investor Director and following receipt by the Company of all documentation requested by the Company reasonably required for the appointment of the Investor Director but in no event later than thirty (30) days after the receipt of such notification, including convening a meeting of the Board or obtaining resolutions in writing signed by all directors pursuant to the Constitution and appointing such Investor Director to the Board, who shall hold such office until the next annual general meeting in accordance with the Company’s Constitution and shall be re-appointed by the Company for election at such meeting in accordance with Section 2.01(e) below, and in the case of an election, (i) nominating such individual to be elected as a director as provided herein, (ii) using best efforts to ensure, and to the extent permitted by Applicable Law and the Company’s Constitution, recommending to the Shareholders, the election of such Investor Director to the Board in any meeting of Shareholders to elect directors, including soliciting proxies in favor of the election of the Investor Director, (iii) including such nomination regarding such individual in the Company’s notice for any meeting of Shareholders to elect directors, and (iv) if necessary, expanding the size of the Board in order to appoint the Investor Director; provided, however, that the Investor Director candidate shall be subject to the approval of the Board, which approval shall not be unreasonably withheld, and further subject to the election by the Shareholders of the Company to the extent required by Applicable Law and the Company’s Constitution. (b) The Investor Directors shall be entitled to be nominated or appointed to the compensation committee of the Board, subject to the approval of the Board, which approval shall not be unreasonably withheld. (c) The nomination and appointment right under this Section 2.01 will be subject to the Investor Director satisfying the Company’s Board Qualifications (as defined in Section 2.01(f)). In the event of (i) any failure by the Investor Director to satisfy the Board Qualifications, (ii) any removal of the Investor Director (with or without cause) pursuant to Applicable Law or the Company’s Constitution, (iii) the death, disability, retirement or resignation of the Investor Director (or any other vacancy created by removal thereof by or at the direction of the Investor), or (iv) the failure of the Investor Director to be elected at the annual general meeting or other meetings of the Shareholders, if applicable, the Investor shall have the exclusive right (but not the obligation), upon written notice to the Company, to designate one individual a replacement to fill such vacancy and serve on the Board, and the Company shall promptly arrange for the appointment or election of such individual to its Board (who shall, following such appointment or election, be the “Shareholder Designee”Investor Director for purposes of this Agreement); provided, however, that such Shareholder Designee the Investor Director candidate thus designated shall satisfy the applicable requirements set forth in Section 3.1(b); provided, further, that if a Board Right Termination Event occurs, the Shareholder shall promptly cause the Shareholder Designee, if any, then serving on the Board to resign, effective immediately, from the Board and from any committees or subcommittees thereof to which the Shareholder Designee is then appointed or on which he or she is then servingQualifications, and the right of the Shareholder to designate a Shareholder Designee shall terminate. (b) Notwithstanding anything be subject to the contrary set forth in this Agreement, any Shareholder Designee designated by the Shareholder pursuant to Section 3.1(a) (i) shall be resident in Ireland for so long as such Shareholder Designee serves as a Director; (ii) shall qualify as an “independent director” under applicable provisions of the Exchange Act and under applicable NASDAQ rules and regulations, or the applicable rules and regulations of the principal securities exchange on which the Ordinary Shares are then listed; (iii) would not, at the time of such designation, be required to disclose any information pursuant to Item 2(d) or (e) of Schedule 13D (as in effect on the date of this Agreement) if such Shareholder Designee were the “person filing” such Schedule 13D; (iv) shall not, at the time of such designation, be prohibited or disqualified 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 the Companies Acts; and (v) shall, in the good faith judgment of the Nominating and Corporate Governance Committee of the Board (the “Nominating Committee”), satisfy the requirements set forth in the Company’s Organizational Documents and Corporate Governance Guidelines (as in effect from time to time), in each case as are applicable to all non-employee Directors generally. The Shareholder Designee shall, upon appointment or election, as the case may be, to the Board, execute such agreements as are required to be executed by all non-employee Directors generally and shall otherwise abide by the provisions of all codes and policies of the Company that are applicable to all non-employee Directors generally, including, as applicable, the Company’s ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Policy, policies requiring the pre-clearance of all securities trading activity, the Company’s Code of Conduct and the Company’s stock ownership policy. (c) During the Board Right Period, the Company shall use reasonable endeavors to procure, (i) at the next scheduled meeting approval of the Board, which approval shall not be validly noticedunreasonably withheld, and further subject to the appointment election by the Shareholders of the Shareholder Designee to the Board; and (ii) thereafter, at each annual general meeting of shareholders of the Company occurring during the Board Right Period at which the term of the Shareholder Designee will expire in accordance with the Company’s Organizational Documents (whether by rotation or otherwise), the election or re-election, as the case may be, of the applicable Shareholder Designee to the Board, including by (A) nominating such Shareholder Designee for election to serve as a Director as provided in this Agreement, (B) subject to compliance by the Shareholder with Section 3.1(f), including such nomination and other required information regarding such Shareholder Designee in the Company’s proxy materials for such meeting of shareholders and (C) soliciting or causing the solicitation of proxies in favor of the election of such Shareholder Designee as a Director, in the case of each of clauses (i) and (ii), for a term expiring at the next annual general meeting of shareholders at which members of the class of Directors to which the Shareholder Designee belongs are to be elected or re-elected, as the case may be, or until such Shareholder Designee’s successor shall have been elected and qualified, or at such earlier time, if any, as such Shareholder Designee may resign, retire, die or be removed (for any reason) as a Director. (d) Notwithstanding Any Investor Director duly elected to the foregoing, Board shall: (i) agree to hold in confidence all information provided (provided that the Company Investor Director shall not be obligated to procure restricted in any confidential communications or discussions with or the appointment confidential provision of any individual information to the Board pursuant Investor and its Subsidiaries and their respective directors, officers, employees, accountants, agents, counsel and other representatives who are subject to Section 3.1(c)(i) or to procure the election or re-election of any individual pursuant to Section 3.1(c)(ii) if such individual shall have previously been designated by the Shareholder pursuant to Section 3.1(a) and nominated by the Company for election or re-election, same confidentiality obligations as the case may be, as a Director as provided in Section 3.1(c)(ii) (and provided that the Company shall have complied with its obligations set forth in Section 3.1(c)(ii) in respect thereofherein), and, following the vote of shareholders at the annual general meeting of shareholders, shall have failed (ii) be subject to be elected or re-elected, as the case may be, as a Director by the requisite vote of the Company’s shareholdersbylaws, charters, guidelines, codes of conduct, policies and procedures and Applicable Laws governing the fiduciary responsibilities of directors to the same degree as other members of the Board, and may be removed for cause under Applicable Law. (e) In furtherance of, and not in limitation to, the Shareholder’s rights in this Section 3.1, during At any meeting of the Board Right Period, (i) the Shareholder shall have the right (but not the obligation), upon written notice to the Company as provided in Section 3.1(a), to designate a Shareholder Designee to replace or any Shareholder Designee who shall have resigned, retired, died annual general or been removed from office (for any reason) or who, following the voting of shareholders at a other meeting of shareholders of the Company shall have failed Shareholders that may be held from time to be elected time at which the Investor Director is up for re-appointment or re-elected, as the case may be, by the requisite vote of the Company’s shareholders; and (ii) the provisions of Sections 3.1(c) and 3.1(d) shall apply to, and the Company shall comply with its obligations contained therein in respect of, any such replacement Shareholder Designee. (f) Not less than one hundred twenty (120) days prior election to the anniversary of the prior year’s annual general meeting of shareholders of the Company occurring during the Board Right Period at which members of the class of Directors to which the Shareholder Designee belongs are to be elected, the Shareholder shall (i) notify the Company in writing of the name of the Shareholder Designee to be nominated for election at such meeting and (ii) provide, or cause such Shareholder Designee to provide, to the Company, all information concerning such Shareholder Designee and his or her nomination to be elected as a Director at such meeting as shall reasonably be required to (A) comply with applicable securities laws, the rules of NASDAQ or any other stock exchange on which securities of the Company are then quoted or listed for trading and the Companies Acts and (B) enable the Nominating Committee to make determinations with respect to such Shareholder Designee’s satisfaction of the requirements set forth in Section 3.1(b)(v); provided that the Nominating Committee shall make such determinations as promptly as practicable following receipt by the Company of the notification and information contemplated in clauses (i) and (ii) of this Section 3.1(f) and shall promptly provide the Shareholder with written notice if the Nominating Committee determines that such Shareholder Designee does not satisfy such requirements (together with a reasonably detailed description of the basis on which the Nominating Committee shall have made such determination). (g) During the Board Right Period, the Company agrees that any Shareholder Designee serving as a Director shall be entitled to the same 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 such Shareholder Designee’s term of office, and with respect to indemnification arrangements, directors and officers insurance coverage and other similar protections and expense reimbursement. (h) Notwithstanding anything in this Section 3.1 to the contrary, (i) the Company will not be obligated to take any action in respect of any Shareholder Designee pursuant to Sections 3.1(c)(ii) if the Shareholder shall have failed, in any material respect, to provide, or cause to be provided, the notice and information required by clauses (i) and (ii) of Section 3.1(f); and (ii) in the event that a breach of Article IV or Article V by the Shareholder Parent or the Shareholder shall have occurred and be continuing, in addition to any other remedies that the Company may have, the Shareholder’s right to designate a Shareholder Designee shall be suspended; provided, however, that such right shall be reinstated and become effective from and after the date on which any such default shall have been cured or remedied until a Board Right Termination Event occurs. (i) During the Board Right Period and except as required by applicable lawBoard, the Company shall not take any action re-appoint the Investor Director to cause the removal (without cause) of a Shareholder Designee serving as a Director. The Shareholder shall cause the Shareholder Designee to resign or, if reasonably sufficient, recuse himself or herself any time the presence of such individual as a Shareholder Designee serve on the Board shall, in and shall use commercially reasonable efforts to ensure that the reasonable judgment of Investor Director is re-elected by the Board, reasonably be likely to violate applicable law or otherwise compromise the Board’s exercise of its fiduciary duties.Shareholders to

Board Representation. (a) From and after (i) On or prior to the Closing Date until a Date, the Nominating and Governance Committee of the Board Right Termination Event occurs (the “Board Right PeriodNominating Committee”), in accordance with the Shareholder shall have the right (but not the obligation), upon written notice to Nominating Committee’s Charter and the Company’s Organizational Documents, shall (A) increase the size of the Board from eight (8) to designate nine (9) Directors and (B) appoint the Stockholder or one other individual designated by the Stockholder to serve on the Board (the “Shareholder First Stockholder Designee”) and it is hereby agreed that, notwithstanding anything to the contrary contained herein, the Stockholder satisfies the applicable requirements set forth in Section 3.1(b); provided, however, that such Shareholder if the Stockholder is not the First Stockholder Designee, the First Stockholder Designee shall satisfy the applicable requirements set forth in Section 3.1(b); provided, further, that if a First Stockholder Designee Board Right Termination Event occurs, the Shareholder Stockholder shall promptly cause the Shareholder First Stockholder Designee, if any, then serving on the Board to resign, effective immediately, from the Board and from any committees or subcommittees thereof to which the Shareholder such First Stockholder Designee is then appointed or on which he or she is then serving, and the right of the Shareholder Stockholder to designate a Shareholder such First Stockholder Designee shall terminate. In the event that the Nominating Committee shall determine in its good faith reasonable judgment that the First Stockholder Designee does not satisfy the applicable requirements set forth in Section 3.1(b)(iv), then the Nominating Committee shall provide the Stockholder with a written explanation of the basis for such decision. For the avoidance of doubt, if the individual designated by the Stockholder to serve on the Board as the First Stockholder Designee does not meet the requirements of Section 3.1(b), then the Stockholder shall be entitled to designate another individual to serve on the Board as the First Stockholder Designee. The First Stockholder Designee shall be appointed as a Class II Director. (ii) At any time during the two (2) year period following the Closing Date, upon the request of the Stockholder to approve a second individual designated by the Stockholder to serve on the Board (the “Second Stockholder Designee”, and together with the First Stockholder Designee, the “Stockholder Designees”), the Nominating Committee, in accordance with the Nominating Committee’s Charter and the Company’s Organizational Documents and subject to its fiduciary duties, shall reasonably consider such request for a Second Stockholder Designee in good faith and, if the Nominating Committee determines to fulfill such request, the Nominating Committee and the Board shall take such actions as are necessary to appoint such Second Stockholder Designee, including, (A) increasing the size of the Board or (B) filling a vacancy on the Board with the Second Stockholder Designee; provided, however, that such Second Stockholder Designee shall satisfy the applicable requirements set forth in Section 3.1(b); provided, further, that if a Second Stockholder Board Right Termination Event occurs, the Stockholder shall promptly cause the Second Stockholder Designee, if any, then serving on the Board to resign, effective immediately, from the Board and from any committees or subcommittees thereof to which such Second Stockholder Designee is then appointed or on which he or she is then serving, and the right of the Stockholder to designate such Second Stockholder Designee shall terminate. For the avoidance of doubt the Nominating Committee and the Board shall comply with the request made by the Stockholder pursuant to this Section 3.1(a)(ii) unless they shall determine in good faith that (1) the Second Stockholder Designee does not satisfy the applicable requirements set forth in Section 3.1(b) or (2) complying with such request shall cause the Nominating Committee and the Board to breach their respective fiduciary duties, provided, however, in the case of any such determination the Nominating Committee shall provide the Stockholder with a written explanation of the basis for its decision not to comply with the Stockholders request under this Section 3.1(a)(ii). For the avoidance of doubt, if the individual designated by the Stockholder to serve on the Board as the Second Stockholder Designee does not meet the requirements of Section 3.1(b), then the Stockholder shall be entitled to designate another individual to serve on the Board as the Second Stockholder Designee. The Second Stockholder Designee shall be appointed as a Class I Director. (iii) For the avoidance of doubt, the Company may at any time and from time to time increase or decrease the size of the Board or change its composition; provided that such increase or decrease does not affect the tenure, term or other rights to serve as a member of the Board of any Stockholder Designee as set forth in this Agreement. (iv) Upon the request of the Stockholder, the Board and Nominating Committee shall not nominate a Stockholder Designee for re-election to the Board at the next annual meeting of stockholders of the Company at which such Director is up for re-election and, subject to this Section 3.1, the Stockholder shall be entitled to appoint another Stockholder Designee to replace such individual. (b) Notwithstanding anything to the contrary set forth in this Agreement, any Shareholder Stockholder Designee designated by the Shareholder Stockholder pursuant to Section 3.1(a) 3.1 (i) shall not be resident in Ireland for so long as such Shareholder Designee serves as a Director; (ii) shall qualify as an “independent director” under applicable provisions of the Exchange Act and under applicable NASDAQ rules and regulations, or the applicable rules and regulations of the principal securities exchange on which the Ordinary Shares are then listed; (iii) would notperson that, at the time of such designation, would be required to disclose any information pursuant to Item 2(d) or (e) of Schedule 13D (as in effect on the date of this Agreement) if such Shareholder Stockholder Designee were the “person filing” such Schedule 13D; , (ivii) shall not, at the time of such designation, be prohibited or disqualified from serving as a director of a public company pursuant to any applicable rule or regulation of the SEC or NASDAQ NYSE or pursuant to applicable lawLaw, including (iii) shall, prior to his or her appointment to the Companies Acts; Board provide an executed resignation letter in substantially the form set forth in Exhibit B hereto resigning from the Board and from any committees or subcommittees thereof 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 applicable to such Stockholder Designee, and (viv) shall, in the good faith reasonable judgment of the Nominating and Corporate Governance Committee of the Board (the “Nominating Committee”), satisfy the requirements set forth in the Company’s Organizational Documents and Corporate Governance Guidelines Code of Business Conduct and Ethics for Officers, Directors and Employees of the Corporation (the “Code of Business Conduct”) included in the corporate governance section of the Company’s website (as in effect from time to time), in each case as are to the extent applicable to all non-employee Directors generally. The Shareholder Each Stockholder Designee shall, upon appointment or election, as the case may be, to the Board, execute such agreements as are required to be executed by all non-employee Directors generally and shall otherwise abide by the provisions of all codes and policies of the Company that are applicable to all non-employee Directors generally, including, as applicable, the Company’s ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Policy, policies requiring the pre-clearance of all securities trading activity, activity by or on behalf of such Stockholder Designee and the Company’s Code of Business Conduct and (other than any such code or policy, or portion thereof, if any, that conflicts with the Company’s stock ownership policy. (c) During obligations of the Board Right PeriodStockholder under this Agreement or would impose any obligation on the Stockholder not expressly set forth in this Agreement). For the avoidance of doubt, the Company shall use reasonable endeavors to procure, (i) at the next scheduled meeting of the Board, which shall be validly noticed, the appointment of the Shareholder provide each Stockholder Designee to the Board; and (ii) thereafter, at each annual general meeting of shareholders of the Company occurring during the Board Right Period at which the term of the Shareholder Designee will expire in accordance with the Company’s Organizational Documents (whether by rotation or otherwise)same rights to indemnification and exculpation, the election or re-electionincluding, without limitation, indemnification agreements and directors’ and officers’ insurance coverage, as the case may be, of the applicable Shareholder Designee are available from time to the Board, including by (A) nominating such Shareholder Designee for election time to serve as a Director as provided in this Agreement, (B) subject to compliance by the Shareholder with Section 3.1(f), including such nomination and other required information regarding such Shareholder Designee in the Company’s proxy materials for such meeting of shareholders and (C) soliciting or causing the solicitation of proxies in favor of the election of such Shareholder Designee as a Director, in the case of each of clauses (i) and (ii), for a term expiring at the next annual general meeting of shareholders at which members of the class of Directors to which the Shareholder Designee belongs are to be elected or re-elected, as the case may be, or until such Shareholder Designee’s successor shall have been elected and qualified, or at such earlier time, if any, as such Shareholder Designee may resign, retire, die or be removed (for any reason) as a Director. (d) Notwithstanding the foregoing, the Company shall not be obligated to procure the appointment of any individual to the Board pursuant to Section 3.1(c)(i) or to procure the election or re-election of any individual pursuant to Section 3.1(c)(ii) if such individual shall have previously been designated by the Shareholder pursuant to Section 3.1(a) and nominated by the Company for election or re-election, as the case may be, as a Director as provided in Section 3.1(c)(ii) (and provided that the Company shall have complied with its obligations set forth in Section 3.1(c)(ii) in respect thereof), and, following the vote of shareholders at the annual general meeting of shareholders, shall have failed to be elected or re-elected, as the case may be, as a Director by the requisite vote of the Company’s shareholders. (e) In furtherance of, and not in limitation to, the Shareholder’s rights in this Section 3.1, during the Board Right Period, (i) the Shareholder shall have the right (but not the obligation), upon written notice to the Company as provided in Section 3.1(a), to designate a Shareholder Designee to replace any Shareholder Designee who shall have resigned, retired, died or been removed from office (for any reason) or who, following the voting of shareholders at a meeting of shareholders of the Company shall have failed to be elected or re-elected, as the case may be, by the requisite vote of the Company’s shareholders; and (ii) the provisions of Sections 3.1(c) and 3.1(d) shall apply to, and the Company shall comply with its obligations contained therein in respect of, any such replacement Shareholder Designee. (f) Not less than one hundred twenty (120) days prior to the anniversary of the prior year’s annual general meeting of shareholders of the Company occurring during the Board Right Period at which members of the class of Directors to which the Shareholder Designee belongs are to be elected, the Shareholder shall (i) notify the Company in writing of the name of the Shareholder Designee to be nominated for election at such meeting and (ii) provide, or cause such Shareholder Designee to provide, to the Company, all information concerning such Shareholder Designee and his or her nomination to be elected as a Director at such meeting as shall reasonably be required to (A) comply with applicable securities laws, the rules of NASDAQ or any other stock exchange on which securities of the Company are then quoted or listed for trading and the Companies Acts and (B) enable the Nominating Committee to make determinations with respect to such Shareholder Designee’s satisfaction of the requirements set forth in Section 3.1(b)(v); provided that the Nominating Committee shall make such determinations as promptly as practicable following receipt by the Company of the notification and information contemplated in clauses (i) and (ii) of this Section 3.1(f) and shall promptly provide the Shareholder with written notice if the Nominating Committee determines that such Shareholder Designee does not satisfy such requirements (together with a reasonably detailed description of the basis on which the Nominating Committee shall have made such determination). (g) During the Board Right Period, the Company agrees that any Shareholder Designee serving as a Director shall be entitled to the same 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 such Shareholder Designee’s term of office, and with respect to indemnification arrangements, directors and officers insurance coverage and other similar protections and expense reimbursementgenerally. (h) Notwithstanding anything in this Section 3.1 to the contrary, (i) the Company will not be obligated to take any action in respect of any Shareholder Designee pursuant to Sections 3.1(c)(ii) if the Shareholder shall have failed, in any material respect, to provide, or cause to be provided, the notice and information required by clauses (i) and (ii) of Section 3.1(f); and (ii) in the event that a breach of Article IV or Article V by the Shareholder Parent or the Shareholder shall have occurred and be continuing, in addition to any other remedies that the Company may have, the Shareholder’s right to designate a Shareholder Designee shall be suspended; provided, however, that such right shall be reinstated and become effective from and after the date on which any such default shall have been cured or remedied until a Board Right Termination Event occurs. (i) During the Board Right Period and except as required by applicable law, the Company shall not take any action to cause the removal (without cause) of a Shareholder Designee serving as a Director. The Shareholder shall cause the Shareholder Designee to resign or, if reasonably sufficient, recuse himself or herself any time the presence of such individual as a Shareholder Designee on the Board shall, in the reasonable judgment of the Board, reasonably be likely to violate applicable law or otherwise compromise the Board’s exercise of its fiduciary duties.

Board Representation. (a) From and after As of the Closing Date until a Board Right Termination Event occurs (the “Board Right Period”)date hereof, the Shareholder Board shall have be comprised of five (5) directors. Beginning at the right (but not the obligation), upon written notice to the Company, to designate one individual to serve on the Board (the “Shareholder Designee”); provided, however, that such Shareholder Designee shall satisfy the applicable requirements set forth in Section 3.1(b); provided, further, that if a Board Right Termination Event occurs, the Shareholder shall promptly cause the Shareholder Designee, if any, then serving on the Board to resign, effective immediately, from the Board and from any committees or subcommittees thereof to which the Shareholder Designee is then appointed or on which he or she is then serving, and the right closing of the Shareholder to designate a Shareholder Designee shall terminate. (b) Notwithstanding anything to the contrary set forth in this Agreement, any Shareholder Designee designated transactions contemplated by the Shareholder pursuant to Section 3.1(a) (i) shall be resident in Ireland Purchase Agreement and thereafter, for so long as Chesrown, or an Affiliate of Chesrown beneficially owns, in the aggregate, at least 1,000,000 shares of the Company's issued and outstanding Common Stock (the "Minimum Threshold"), the Board shall be comprised of no more than five (5) directors, and Chesrown shall be entitled to (i) nominate three (3) individuals to the Board (such Shareholder Designee serves individuals, including their respective successors, the “Chesrown Directors”), to serve as a Director; members of the Board until their respective successors are elected and qualified, (ii) shall qualify as an “independent director” under applicable provisions 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 Exchange Act and under applicable NASDAQ rules and regulations, or Chesrown Directors shall be “independent” as defined by the applicable rules and regulations of the principal securities exchange on which SEC and the Ordinary Shares are then listed; (iii) would not, at the time of such designation, be required to disclose any information pursuant to Item 2(d) or (e) of Schedule 13D (as in effect on the date of this Agreement) if such Shareholder Designee were the “person filing” such Schedule 13D; (iv) shall not, at the time of such designation, be prohibited or disqualified 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 the Companies Acts; and (v) shall, in the good faith judgment of the Nominating and Corporate Governance Committee of the Board (the “Nominating Committee”), satisfy the requirements set forth in the Company’s Organizational Documents and Corporate Governance Guidelines (as in effect from time to time), in each case as are applicable to all non-employee Directors generallystock market. The Shareholder Designee shall, upon appointment or election, as the case may be, to the Board, execute such agreements as are required to Chesrown Directors shall initially be executed by all non-employee Directors generally and shall otherwise abide by the provisions of all codes and policies of the Company that are applicable to all non-employee Directors generally, including, as applicable, the Company’s ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇ Policy▇▇▇▇▇▇, policies requiring the pre-clearance of all securities trading activity, the Company’s Code of Conduct and the Company’s stock ownership policy▇▇▇▇▇ ▇▇▇▇▇▇▇▇. (cb) During Beginning with the first annual meeting of stockholders following the closing of the transactions contemplated by the Purchase Agreement with Chesrown 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 Right Periodof 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 use reasonable endeavors provide a copy of such notice to procurethe 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 (ithe “Charter”) in all material respects, as determined in good faith by the Committee, at the next scheduled Committee meeting of the Board, which shall be validly noticed, the appointment of the Shareholder Designee to the Board; and (ii) thereafter, at each annual general meeting of shareholders of the Company occurring during the Board Right Period at which the term Board nominees are determined for purposes of the Shareholder Designee will expire in accordance with the Company’s Organizational Documents (whether by rotation or otherwise)annual meeting of stockholders, the election or re-election, as the case may be, of the applicable Shareholder Designee make a recommendation to the Board, including by (A) nominating Board that such Shareholder Designee Chesrown Directors shall be nominated for election to serve as a Director as provided in this Agreementthe Board at the Company's next annual meeting of stockholders and shall, (B) subject to compliance by the Shareholder with Section 3.1(f), including such nomination and other required information regarding such Shareholder Designee in the Company’s proxy materials for statement relating to such meeting of shareholders and (C) soliciting or causing annual meeting, recommend to the solicitation of proxies Company's Stockholders that the Stockholders should vote their shares 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 Shareholder Designee 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 a DirectorChesrown or an Affiliate of Chesrown beneficially owns, in the case aggregate, at least the Minimum Threshold, each nomination to the Board of each of clauses (i) and (ii), any Chesrown Director for a term expiring election other than at the next an annual general meeting of shareholders at which members stockholders of the class 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 Shareholder Designee belongs are Board to the extent permitted pursuant to the Company’s bylaws. As promptly as practicable thereafter, the Company shall take or cause to be elected or re-electedtaken 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, as the case 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 be, or until such Shareholder Designee’s successor shall have been elected and qualified, or at such earlier time, if any, as such Shareholder Designee may resign, retire, die or be removed (for any reason) as submit to the Committee a new proposed Chesrown Director. (d) Notwithstanding Beginning at the foregoingclosing of the transactions contemplated by the Purchase Agreement with Chesrown and thereafter for so long as Berrard, or an Affiliate of Berrard beneficially owns, in the aggregate, at least the Minimum Threshold, the Company Board shall not be obligated comprised of no more than five (5) directors, and Berrard shall be entitled to procure the appointment of any (i) nominate one individual to the Board pursuant to Section 3.1(c)(i) or to procure the election or re-election of any individual pursuant to Section 3.1(c)(ii) if (such individual shall have previously been designated by the Shareholder pursuant to Section 3.1(a) and nominated by the Company for election or re-electionindividual, as the case may be, as a Director as provided in Section 3.1(c)(ii) (and provided that the Company shall have complied with its obligations set forth in Section 3.1(c)(ii) in respect thereof), and, following the vote of shareholders at the annual general meeting of shareholders, shall have failed to be elected or re-elected, as the case may be, as a Director by the requisite vote of the Company’s shareholders. (e) In furtherance of, and not in limitation toincluding such individual's successor, the Shareholder’s rights in this Section 3.1, during the Board Right Period, (i) the Shareholder shall have the right (but not the obligation), upon written notice to the Company as provided in Section 3.1(a“Berrard Director”), to designate serve as a Shareholder Designee to replace any Shareholder Designee who shall have resigned, retired, died or been removed from office (for any reason) or who, following the voting of shareholders at a meeting of shareholders member of the Company shall have failed to be Board until the Berrard Director's successor is elected or re-electedand qualified, as the case may be, by the requisite vote of the Company’s shareholders; and (ii) nominate any successor to the provisions of Sections 3.1(c) and 3.1(d) shall apply toBerrard Director, and (iii) direct the Company shall comply with its obligations contained therein in respect of, any such replacement Shareholder Designee. (f) Not less than one hundred twenty (120) days prior to removal from the anniversary Board of the prior year’s annual general meeting of shareholders of the Company occurring during the Board Right Period at which members of the class of Directors to which the Shareholder Designee belongs are to be elected, the Shareholder shall (i) notify the Company in writing of the name of the Shareholder Designee to be nominated for election at such meeting and (ii) provide, or cause such Shareholder Designee to provide, to the Company, all information concerning such Shareholder Designee and his or her nomination to be elected as a Director at such meeting as shall reasonably be required to (A) comply with applicable securities laws, the rules of NASDAQ or any other stock exchange on which securities of the Company are then quoted or listed for trading and the Companies Acts and (B) enable the Nominating Committee to make determinations with respect to such Shareholder Designee’s satisfaction of the requirements set forth in Section 3.1(b)(v); provided that the Nominating Committee shall make such determinations as promptly as practicable following receipt by the Company of the notification and information contemplated in clauses (i) and (ii) of this Section 3.1(f) and shall promptly provide the Shareholder with written notice if the Nominating Committee determines that such Shareholder Designee does not satisfy such requirements (together with a reasonably detailed description of the basis on which the Nominating Committee shall have made such determination). (g) During the Board Right Period, the Company agrees that any Shareholder Designee serving as a Director shall be entitled to the same 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 such Shareholder Designee’s term of office, and with respect to indemnification arrangements, directors and officers insurance coverage and other similar protections and expense reimbursement. (h) Notwithstanding anything in this Section 3.1 to the contrary, (i) the Company will not be obligated to take any action in respect of any Shareholder Designee pursuant to Sections 3.1(c)(ii) if the Shareholder shall have failed, in any material respect, to provide, or cause to be provided, the notice and information required by clauses (i) and (ii) of Section 3.1(f); and (ii) in the event that a breach of Article IV or Article V by the Shareholder Parent or the Shareholder shall have occurred and be continuing, in addition to any other remedies that the Company may have, the Shareholder’s right to designate a Shareholder Designee shall be suspended; provided, however, that such right shall be reinstated and become effective from and after the date on which any such default shall have been cured or remedied until a Board Right Termination Event occurs. (i) During the Board Right Period and except as required by applicable law, the Company shall not take any action to cause the removal (without cause) of a Shareholder Designee serving as a Berrard Director. The Shareholder Berrard Directors shall cause the Shareholder Designee to resign or, if reasonably sufficient, recuse himself or herself any time the presence of such individual as a Shareholder Designee on the Board shall, in the reasonable judgment of the Board, reasonably initially be likely to violate applicable law or otherwise compromise the Board’s exercise of its fiduciary duties▇▇▇▇▇▇ ▇.

Board Representation. (a) From Upon the occurrence of the Second Closing, (i) the Company shall increase the size of the Board by two directors and after (ii) the Closing Date until a Board Right Termination Event occurs shall fill these vacancies with two persons designated by the Investor who shall be reasonably acceptable to the Board (the “Board Right Period”), the Shareholder including that each such person shall have had at least five years of private industry experience, generally confirm the right (but not Company’s mission and strategy and qualify as “independent” in accordance with Nasdaq and the obligation), upon Exchange Act) and shall meet all qualifications required by written notice to policy of the Company, to designate one individual to serve on the Board (the “Shareholder Designee”); providedincluding, however, that such Shareholder Designee shall satisfy the applicable requirements set forth in Section 3.1(b); provided, further, that if a Board Right Termination Event occurswithout limitation, the Shareholder shall promptly cause the Shareholder DesigneeBoard, if any, then serving on the Board to resign, effective immediately, from the Board and from any committees or subcommittees thereof to which the Shareholder Designee is then appointed or on which he or she is then serving, and the right of the Shareholder to designate a Shareholder Designee shall terminate. (b) Notwithstanding anything to the contrary set forth in this Agreement, any Shareholder Designee designated by the Shareholder pursuant to Section 3.1(a) (i) shall be resident in Ireland for so long as such Shareholder Designee serves as a Director; (ii) shall qualify as an “independent director” under applicable provisions of the Exchange Act and under applicable NASDAQ rules and regulations, or the applicable rules and regulations of the principal securities exchange on which the Ordinary Shares are then listed; (iii) would not, at the time of such designation, be required to disclose any information pursuant to Item 2(d) or (e) of Schedule 13D (as in effect on the date of this Agreement) if such Shareholder Designee were the “person filing” such Schedule 13D; (iv) shall not, at the time of such designation, be prohibited or disqualified 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 the Companies Acts; and (v) shall, in the good faith judgment of the Nominating and Corporate Governance Committee of the Board (and the “Nominating Committee”), satisfy the requirements set forth in ethics and compliance program of the Company’s Organizational Documents and Corporate Governance Guidelines (as , in effect from time to timetime that apply to all nominees for the Board (a “Qualified Nominee”), in each case all as are applicable to all non-employee Directors generally. The Shareholder Designee shall, upon appointment or election, as the case may be, to the Board, execute such agreements as are required to be executed by all non-employee Directors generally and shall otherwise abide by the provisions of all codes and policies of the Company that are applicable to all non-employee Directors generally, including, as applicable, set forth under “Corporate Governance” on the Company’s website at ▇▇▇.▇▇▇▇▇▇▇ ▇.▇▇▇▇▇▇▇ Policy, policies requiring the pre-clearance of all securities trading activity. In addition, the Company’s Code applicable definitions of Conduct and the Company’s stock ownership policy“independent” as currently in effect are set forth on Exhibit C attached hereto. (cb) During Following the Board Right Period, Second Closing and until the Company shall use reasonable endeavors to procureoccurrence of an Investor Rights Termination Event, (i) at the next scheduled each annual meeting of the Boardstockholders of the Company, which the Board shall nominate and recommend for election two Qualified Nominees designated by the Investor to serve as directors on the Board (each a “Board Representative”) and shall use its reasonable best efforts to cause such persons to be elected to serve as directors on the Board (it being understood that such Qualified Nominees shall not be in addition to the persons designated by the Investor and serving on the Board pursuant to Section 2.3(a) above, and that the Investor’s right to designate two Qualified Nominees to serve on the Board at any given time shall be validly noticed, limited to two persons); provided that such efforts will not require the appointment Company to postpone its annual meeting of the Shareholder Designee stockholders or take extraordinary solicitation efforts not taken with regard to the Board; and (ii) thereafter, at each annual general meeting of shareholders of the Company occurring during the Board Right Period at which the term of the Shareholder Designee will expire in accordance with the Company’s Organizational Documents (whether by rotation or otherwise), the election or re-election, as the case may be, of the applicable Shareholder Designee other nominees to the Board, including by (A) nominating such Shareholder Designee for election to serve as a Director as provided in this Agreement, (B) subject to compliance by the Shareholder with Section 3.1(f), including such nomination and other required information regarding such Shareholder Designee in the Company’s proxy materials for such meeting of shareholders and (C) soliciting or causing the solicitation of proxies in favor of the election of such Shareholder Designee as a Director, in the case of each of clauses (i) and (ii), for a term expiring at the next annual general meeting of shareholders at which members of the class of Directors to which the Shareholder Designee belongs are to be elected or re-elected, as the case may be, or until such Shareholder Designee’s successor shall have been elected and qualified, or at such earlier time, if any, as such Shareholder Designee may resign, retire, die or be removed (for any reason) as a Director. (d) Notwithstanding the foregoing, the Company shall not be obligated to procure the appointment of any individual to the Board pursuant to Section 3.1(c)(i) or to procure the election or re-election of any individual pursuant to Section 3.1(c)(ii) if such individual shall have previously been designated by the Shareholder pursuant to Section 3.1(a) and nominated by the Company for election or re-election, as the case may be, as a Director as provided in Section 3.1(c)(ii) (and provided that the Company shall have complied with its obligations set forth in Section 3.1(c)(ii) in respect thereof), and, following the vote of shareholders at the annual general meeting of shareholders, shall have failed to be elected or re-elected, as the case may be, as a Director by the requisite vote of the Company’s shareholders. (e) In furtherance of, and not in limitation to, the Shareholder’s rights in this Section 3.1, during the Board Right Period, (i) the Shareholder shall have the right (but not the obligation), upon written notice to the Company as provided in Section 3.1(a), to designate a Shareholder Designee to replace any Shareholder Designee who shall have resigned, retired, died or been removed from office (for any reason) or who, following the voting of shareholders at a meeting of shareholders of the Company shall have failed to be elected or re-elected, as the case may be, by the requisite vote of the Company’s shareholders; and (ii) the provisions of Sections 3.1(c) and 3.1(d) shall apply to, and the Company shall comply with its obligations contained therein in respect of, any such replacement Shareholder Designee. (f) Not less than one hundred twenty (120) days prior to the anniversary of the prior year’s annual general meeting of shareholders of the Company occurring during the Board Right Period at which members of the class of Directors to which the Shareholder Designee belongs are to be elected, the Shareholder shall (i) notify the Company in writing of the name of the Shareholder Designee to be nominated for election at such meeting and (ii) provide, or cause such Shareholder Designee to provide, to the Company, all information concerning such Shareholder Designee and his or her nomination to be elected as a Director at such meeting as shall reasonably be required to (A) comply with applicable securities laws, the rules of NASDAQ or any other stock exchange on which securities of the Company are then quoted or listed for trading and the Companies Acts and (B) enable the Nominating Committee to make determinations with respect to such Shareholder Designee’s satisfaction of the requirements set forth in Section 3.1(b)(v); provided that the Nominating Committee shall make such determinations as promptly as practicable following receipt by the Company of the notification and information contemplated in clauses (i) and (ii) of this Section 3.1(f) and shall promptly provide the Shareholder with written notice if the Nominating Committee determines that such Shareholder Designee does not satisfy such requirements (together with a reasonably detailed description of the basis on which the Nominating Committee shall have made such determination). (g) During the Board Right Period, the Company agrees that any Shareholder Designee serving as a Director shall be entitled to the same 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 such Shareholder Designee’s term of office, and with respect to indemnification arrangements, directors and officers insurance coverage and other similar protections and expense reimbursement. (h) Notwithstanding anything in this Section 3.1 to the contrary, (i) the Company will not be obligated to take any action in respect pay extraordinary costs with regard to the election of any Shareholder Designee pursuant to Sections 3.1(c)(ii) if the Shareholder shall have failed, in any material respect, to provide, or cause to be provided, the notice and information required by clauses (i) such Qualified Nominees as directors and (ii) upon the death, disability, retirement, resignation, removal or other vacancy of Section 3.1(f); and (ii) in the event that a breach of Article IV or Article V director designated by the Shareholder Parent or the Shareholder shall have occurred and be continuing, in addition to any other remedies that the Company may haveInvestor, the Shareholder’s Board shall elect as a director to fill the vacancy so created a Qualified Nominee designated by the Investor to fill such vacancy. (c) Each of the Board Representatives, if any, shall be entitled to the same compensation and same indemnification in connection with his or her role as a director as the other members of the Board, and shall be entitled to reimbursement for documented, reasonable out-of-pocket expenses incurred in attending meetings of the Board or any committees thereof, to the same extent as the other members of the Board. The Company shall notify each Board Representative of all regular and special meetings of the Board and shall notify each Board Representative of all regular and special meetings of any committee of the Board of which the respective Board Representative is a member. The Company shall provide each Board Representative with copies of all notices, minutes, consents and other materials provided to all other members of the Board concurrently as such materials are provided to the other members. (d) Investor acknowledges and agrees that if the Second Closing does not occur (i) Investor shall not have the right to designate a Shareholder Designee shall be suspended; provided, however, that such right shall be reinstated and become effective from and after the date on which any such default shall have been cured Qualified Nominee or remedied until a Board Right Termination Event occurs. Representative, (iii) During the Board Right Period and except as required by applicable law, the Company shall not take any action to cause the removal have no obligation under paragraphs (without causea) — (c) of a Shareholder Designee serving this Section 2.3 and (iii) neither the Investor nor any person designated by Investor as a Director. The Shareholder provided above in this Section 2.3 shall cause the Shareholder Designee to resign or, if reasonably sufficient, recuse himself or herself have any time the presence of such individual as a Shareholder Designee on the Board shall, in the reasonable judgment of the Board, reasonably be likely to violate applicable law or otherwise compromise the Board’s exercise of its fiduciary dutiesrights under this Section 2.3.

Board Representation. (a) From and after the Closing Date until a Board Right Termination Event occurs (the “Board Right Period”), the Shareholder shall have the right (but not the obligation), upon written notice to the Company, to designate one individual to serve on the Board (the “Shareholder Designee”); provided, however, that such Shareholder Designee shall satisfy the applicable requirements set forth in Section 3.1(b); provided, further, that if a Board Right Termination Event occurs, the Shareholder shall promptly cause the Shareholder Designee, if any, then serving on the Board to resign, effective immediately, from the Board and from any committees or subcommittees thereof to which the Shareholder Designee is then appointed or on which he or she is then serving, and the right of the Shareholder to designate a Shareholder Designee shall terminate. (b) Notwithstanding anything to the contrary set forth in this Agreement, any Shareholder Designee designated by the Shareholder pursuant to Section 3.1(a) (i) shall be resident in Ireland for For so long as such Shareholder Designee serves as a Director; (ii) shall qualify as an “independent director” under applicable provisions of the Exchange Act and under applicable NASDAQ rules and regulations, or the applicable rules and regulations of the principal securities exchange on which the Ordinary Shares are then listed; (iii) would not, at the time of such designation, be required to disclose any information pursuant to Item 2(d) or (e) of Schedule 13D (as in effect on the date of this Agreement) if such Shareholder Designee were the “person filing” such Schedule 13D; (iv) shall not, at the time of such designation, be prohibited or disqualified 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 the Companies Acts; and (v) shall, in the good faith judgment of the Nominating and Corporate Governance Committee of the Board (the “Nominating Committee”), satisfy the requirements set forth in the Company’s Organizational Documents and Corporate Governance Guidelines (as in effect from time to time), in each case as are applicable to all non-employee Directors generally. The Shareholder Designee shall, upon appointment or election, as the case may be, to the Board, execute such agreements as are required to be executed by all non-employee Directors generally and shall otherwise abide by the provisions of all codes and policies of the Company that are applicable to all non-employee Directors generally, including, as applicable, the Company’s ▇M▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Policyis a holder of a Note issued hereunder (the “Representation Period”), policies requiring the pre-clearance Nominating and Corporate Governance Committee (the “Nominating Committee”) of all securities trading activity, the Company’s Code Board shall nominate a Designated Nominee (as defined below) for election to the Board at each meeting of Conduct and the Company’s stock ownership policy. (c) During the Board Right Period, the Company shall use reasonable endeavors to procure, (i) at the next scheduled meeting of the Board, which shall be validly noticed, the appointment of the Shareholder Designee to the Board; and (ii) thereafter, at each annual general meeting of shareholders of the Company occurring stockholders held during the Board Right Representation Period at which the term of the Shareholder Designee will expire in accordance directors are to be elected, commencing with the Company’s Organizational Documents annual meeting of stockholders currently scheduled to be held in June 2013 (whether by rotation or otherwisethe “2013 Annual Meeting”), and the election or re-electionBoard shall recommend to the stockholders that such Designated Nominee be so elected at such meeting (collectively, as the case may be, “Nomination Obligations”). The Board shall take all such actions necessary during the Representation Period to ensure that the size of the applicable Shareholder Designee Board is large enough to accommodate the Board, including by (A) nominating such Shareholder Designee for Designated Nominee’s election to serve as a Director as provided in this Agreement, (B) subject to compliance by the Shareholder with Section 3.1(f), including such nomination and other required information regarding such Shareholder Designee in the Company’s proxy materials for such meeting of shareholders and (C) soliciting or causing the solicitation of proxies in favor of the election of such Shareholder Designee as a Director, in the case of each of clauses (i) and (ii), for a term expiring at the next annual general meeting of shareholders at which members of the class of Directors to which the Shareholder Designee belongs are to be elected or re-elected, as the case may be, or until such Shareholder Designee’s successor shall have been elected and qualified, or at such earlier time, if any, as such Shareholder Designee may resign, retire, die or be removed (for any reason) as a Director. (d) Notwithstanding the foregoing, the Company shall not be obligated to procure the appointment of any individual to the Board pursuant to Section 3.1(c)(i) or to procure the election or re-election of any individual pursuant to Section 3.1(c)(ii) if such individual shall have previously been designated by the Shareholder pursuant to Section 3.1(a) and nominated by the Company for election or re-election, as the case may be, as a Director as provided in Section 3.1(c)(ii) (and provided that the Company shall have complied with its obligations set forth in Section 3.1(c)(ii) in respect thereof), and, following the vote of shareholders at the annual general meeting of shareholders, shall have failed to be elected or re-elected, as the case may be, as a Director by the requisite vote director of the Company’s shareholders. (e) In furtherance of, and not in limitation to, . The Nomination Obligations are subject to the Shareholder’s rights in this Section 3.1, during the Board Right Period, following conditions: (i) the Shareholder shall have Designated Nominee’s satisfaction of all legal and governance requirements regarding the right (but not the obligation), upon written notice to the Company Designated Nominee’s service as provided in Section 3.1(a), to designate a Shareholder Designee to replace any Shareholder Designee who shall have resigned, retired, died or been removed from office (for any reason) or who, following the voting of shareholders at a meeting of shareholders director of the Company shall have failed to be elected or re-elected, as the case may be, by the requisite vote of the Company’s shareholders; and (ii) the provisions fiduciary duties imposed on the directors of Sections 3.1(cthe Company by the Nomination Obligations. “Designated Nominee” means a person designated by M▇▇▇▇▇▇ ▇▇▇▇▇▇▇ (x) who is able to satisfy all such legal and 3.1(dgovernance requirements and (y) the nomination and recommendation of whom would not cause the Nominating Committee or the Board, respectively, to breach such fiduciary duty (collectively, the “Director Qualifications”). Notwithstanding the foregoing, if (1) the timing of the Closing at which M▇▇▇▇▇▇ ▇▇▇▇▇▇▇ first purchases a Note makes it impracticable for the Company to prepare and file with the SEC, on or before April 30, 2013, a definitive proxy statement containing the information regarding the Designated Nominee that is required to be disclosed therein pursuant to the SEC’s Schedule 14A or (2) the Designated Nominee fails to timely provide the Company with all information needed to prepare and file such definitive proxy statement by April 30, 2013 that it may reasonably request from the Designated Nominee, then, subject to Director Nominee’s satisfaction of the Director Qualifications, (A) the Nominating Committee shall apply torecommend for election, and the Company Board shall comply with its obligations contained therein in respect ofelect, any such replacement Shareholder Designee. (f) Not less than one hundred twenty (120) days prior the Designated Nominee to the anniversary of Board as soon as is reasonably practicable following the prior year’s 2013 Annual Meeting to serve until the next annual general meeting of shareholders of the Company occurring during the Board Right Period stockholders at which members of the class of Directors to which the Shareholder Designee belongs directors are to be elected, the Shareholder shall (i) notify the Company in writing of the name of the Shareholder Designee to be nominated for election at such meeting elected and (ii) provide, or cause such Shareholder Designee to provide, to the Company, all information concerning such Shareholder Designee and until his or her nomination to be successor is duly elected as a Director at such meeting as shall reasonably be required to (A) comply with applicable securities laws, the rules of NASDAQ or any other stock exchange on which securities of the Company are then quoted or listed for trading and the Companies Acts qualifies and (B) enable the Nominating Committee to make determinations Nomination Obligations shall commence with respect to such Shareholder Designee’s satisfaction of the requirements set forth in Section 3.1(b)(v); provided that the Nominating Committee shall make such determinations as promptly as practicable following receipt by the Company of the notification and information contemplated in clauses (i) and (ii) of this Section 3.1(f) and shall promptly provide the Shareholder with written notice if the Nominating Committee determines that such Shareholder Designee does not satisfy such requirements (together with a reasonably detailed description of the basis on which the Nominating Committee shall have made such determination)next annual meeting. (g) During the Board Right Period, the Company agrees that any Shareholder Designee serving as a Director shall be entitled to the same 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 such Shareholder Designee’s term of office, and with respect to indemnification arrangements, directors and officers insurance coverage and other similar protections and expense reimbursement. (h) Notwithstanding anything in this Section 3.1 to the contrary, (i) the Company will not be obligated to take any action in respect of any Shareholder Designee pursuant to Sections 3.1(c)(ii) if the Shareholder shall have failed, in any material respect, to provide, or cause to be provided, the notice and information required by clauses (i) and (ii) of Section 3.1(f); and (ii) in the event that a breach of Article IV or Article V by the Shareholder Parent or the Shareholder shall have occurred and be continuing, in addition to any other remedies that the Company may have, the Shareholder’s right to designate a Shareholder Designee shall be suspended; provided, however, that such right shall be reinstated and become effective from and after the date on which any such default shall have been cured or remedied until a Board Right Termination Event occurs. (i) During the Board Right Period and except as required by applicable law, the Company shall not take any action to cause the removal (without cause) of a Shareholder Designee serving as a Director. The Shareholder shall cause the Shareholder Designee to resign or, if reasonably sufficient, recuse himself or herself any time the presence of such individual as a Shareholder Designee on the Board shall, in the reasonable judgment of the Board, reasonably be likely to violate applicable law or otherwise compromise the Board’s exercise of its fiduciary duties.

Board Representation. (a) From and after Effective as of the First Closing Date until a Board Right Termination Event occurs (the “Board Right Period”)Date, the Shareholder shall have the right (but not the obligation), upon written notice to the Company, to designate one individual to serve on the Board (the “Shareholder Designee”); provided, however, that such Shareholder Designee shall satisfy the applicable requirements set forth in Section 3.1(b); provided, further, that if a Board Right Termination Event occurs, the Shareholder shall promptly cause the Shareholder Designee, if any, then serving on the Board to resign, effective immediately, from the Board and from any committees or subcommittees thereof to which the Shareholder Designee is then appointed or on which he or she is then serving, and the right of Directors of the Shareholder to designate a Shareholder Designee shall terminate. (b) Notwithstanding anything to the contrary set forth in this Agreement, any Shareholder Designee designated by the Shareholder pursuant to Section 3.1(a) (i) shall be resident in Ireland for so long as such Shareholder Designee serves as a Director; (ii) shall qualify as an “independent director” under applicable provisions of the Exchange Act and under applicable NASDAQ rules and regulations, or the applicable rules and regulations of the principal securities exchange on which the Ordinary Shares are then listed; (iii) would not, at the time of such designation, be required to disclose any information pursuant to Item 2(d) or (e) of Schedule 13D (as in effect on the date of this Agreement) if such Shareholder Designee were the “person filing” such Schedule 13D; (iv) shall not, at the time of such designation, be prohibited or disqualified 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 the Companies Acts; and (v) shall, in the good faith judgment of the Nominating and Corporate Governance Committee of the Board (the “Nominating Committee”), satisfy the requirements set forth in the Company’s Organizational Documents and Corporate Governance Guidelines (as in effect from time to time), in each case as are applicable to all non-employee Directors generallySeller will appoint Mich▇▇▇ ▇. The Shareholder Designee shall, upon appointment or election, as the case may be, to the Board, execute such agreements as are required to be executed by all non-employee Directors generally and shall otherwise abide by the provisions of all codes and policies of the Company that are applicable to all non-employee Directors generally, including, as applicable, the Company’s ▇▇▇▇ ▇▇▇ Raym▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Policy, policies requiring the pre-clearance of all securities trading activity, the Company’s Code of Conduct and the Company’s stock ownership policy. (c) During the Board Right Periodof Directors of the Seller, each to fill an existing vacancy on the Company shall use reasonable endeavors to procure, (i) at Seller's Board of Directors until the next scheduled meeting Annual Meeting of the Board, which shall be validly noticed, the appointment Stockholders of the Shareholder Designee to the Board; and (ii) thereafterSeller or until their earlier resignation, at each annual general meeting of shareholders of the Company occurring during the Board Right Period at which the term of the Shareholder Designee will expire in accordance with the Company’s Organizational Documents (whether by rotation or otherwise), the election or re-election, as the case may be, of the applicable Shareholder Designee to the Board, including by (A) nominating such Shareholder Designee for election to serve as a Director as provided in this Agreement, (B) subject to compliance by the Shareholder with Section 3.1(f), including such nomination and other required information regarding such Shareholder Designee in the Company’s proxy materials for such meeting of shareholders and (C) soliciting or causing the solicitation of proxies in favor of the election of such Shareholder Designee as a Director, in the case of each of clauses (i) and (ii), for a term expiring at the next annual general meeting of shareholders at which members of the class of Directors to which the Shareholder Designee belongs are to be elected or re-elected, as the case may beretirement, or until such Shareholder Designee’s successor shall have been elected and qualified, or at such earlier time, if any, as such Shareholder Designee may resign, retire, die or be removed (for any reason) as a Director. (d) Notwithstanding death. Until the foregoing, the Company shall not be obligated first to procure the appointment occur of any individual to the Board pursuant to Section 3.1(c)(i) or to procure the election or re-election of any individual pursuant to Section 3.1(c)(ii) if such individual shall have previously been designated by the Shareholder pursuant to Section 3.1(a) and nominated by the Company for election or re-election, as the case may be, as a Director as provided in Section 3.1(c)(ii) (and provided that the Company shall have complied with its obligations set forth in Section 3.1(c)(ii) in respect thereof), and, following the vote of shareholders at the annual general meeting of shareholders, shall have failed to be elected or re-elected, as the case may be, as a Director by the requisite vote of the Company’s shareholders. (e) In furtherance of, and not in limitation to, the Shareholder’s rights in this Section 3.1, during the Board Right Period, (i) the Shareholder shall have passage of five calendar years after the right (but not the obligation)First Closing Date, upon written notice to the Company as provided in Section 3.1(a), to designate a Shareholder Designee to replace any Shareholder Designee who shall have resigned, retired, died or been removed from office (for any reason) or who, following the voting of shareholders at a meeting of shareholders of the Company shall have failed to be elected or re-elected, as the case may be, by the requisite vote of the Company’s shareholders; and (ii) the provisions of Sections 3.1(cdate (if any) and 3.1(d) shall apply to, and the Company shall comply with its obligations contained therein in respect of, any such replacement Shareholder Designee. (f) Not less than one hundred twenty (120) days prior to the anniversary of the prior year’s annual general meeting of shareholders of the Company occurring during the Board Right Period at which members of the class of Directors to which the Shareholder Designee belongs are to be elected, the Shareholder shall (i) notify the Company in writing of the name of the Shareholder Designee to be nominated for election at such meeting and (ii) provide, or cause such Shareholder Designee to provide, to the Company, all information concerning such Shareholder Designee and his or her nomination to be elected as a Director at such meeting as shall reasonably be required to (A) comply with applicable securities laws, the rules of NASDAQ or any other stock exchange on which securities of the Company are then quoted or listed for trading and the Companies Acts and (B) enable the Nominating Committee to make determinations with respect to such Shareholder Designee’s satisfaction of the requirements set forth in Section 3.1(b)(v); provided that the Nominating Committee shall make such determinations as promptly as practicable following receipt by the Company of the notification and information contemplated in clauses (i) and (ii) of this Section 3.1(f) and shall promptly provide the Shareholder with written notice if the Nominating Committee determines that such Shareholder Designee does not satisfy such requirements (together with a reasonably detailed description of the basis on which the Nominating Committee shall have made such determinationPurchaser and all Persons controlling, controlled by, or under common control with the Purchaser no longer collectively own at least five percent of the outstanding Seller Common Stock, and (iii) the occurrence of a Purchaser Breach (as hereinafter defined) (the "Corporate Governance Period"). (g) During the Board Right Period, the Company agrees that any Shareholder Designee serving as a Director Seller shall be entitled nominate two individuals designated by the Purchaser for election to the same 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 such Shareholder Designee’s term Seller's Board of office, and with respect to indemnification arrangements, directors and officers insurance coverage and other similar protections and expense reimbursement. (h) Notwithstanding anything in this Section 3.1 to the contrary, (i) the Company will not be obligated to take any action in respect of any Shareholder Designee pursuant to Sections 3.1(c)(ii) if the Shareholder shall have failed, in any material respect, to provide, or cause to be provided, the notice and information required by clauses (i) and (ii) of Section 3.1(f); and (ii) in the event that a breach of Article IV or Article V by the Shareholder Parent or the Shareholder shall have occurred and be continuing, in addition to any other remedies that the Company may have, the Shareholder’s right to designate a Shareholder Designee shall be suspendedDirectors; provided, however, that such right shall be reinstated and become effective from and after notwithstanding the date on which any such default shall have been cured or remedied until a Board Right Termination Event occurs. (i) During foregoing, the Purchaser agrees that the Board Right Period of Directors of the Seller shall not be required to so nominate any individual designated by the Purchaser (a) with respect to whom disclosure would have to be made in any report or proxy material required to be filed with the Commission pursuant to the Exchange Act that was subject, directly or indirectly, to the disclosure requirements of either Item 401(f) of Regulation S-K, Item 401(d) of Regulation S-B, or any successor provision of any of the foregoing, in compliance with Item 401(f) of Regulation S-K, Item 401(d) of Regulation S-B, or any successor provision of any of the foregoing, or (b) who does not agree in writing to such nomination and except to serve as required a Director of the Seller if elected as such by applicable lawthe stockholders of the Seller. In addition, during the Corporate Governance Period, the Company Seller will appoint one designee of the Purchaser to the Advisory Committee to the Seller's Board of Directors; provided, however, that notwithstanding the foregoing, the Purchaser agrees that the Seller shall not take be required to so appoint any action individual designated by the Purchaser with respect to cause whom, if a Director of the removal (without causeSeller, disclosure would have to be made in any report or proxy material required to be filed with the Commission pursuant to the Exchange Act that was subject, directly or indirectly, to the disclosure requirements of either Item 401(f) of a Shareholder Designee serving as a DirectorRegulation S-K, Item 401(d) of Regulation S-B, or any successor provision of any of the foregoing, in compliance with Item 401(f) of Regulation S-K, Item 401(d) of Regulation S-B, or any successor provision of any of the foregoing. The Shareholder shall cause Notwithstanding any provision of this Agreement to the Shareholder Designee to resign orcontrary, if reasonably sufficient, recuse himself or herself any time the presence of such individual as a Shareholder Designee on the Board shallhowever, in the reasonable judgment event that neither a Second Closing nor a Third Closing occurs hereunder, then the Seller shall only be required pursuant to this Section 6.2 to nominate one such individual designated by the Purchaser for election to the Seller's Board of Directors for the remainder, if any, of the Board, reasonably be likely to violate applicable law or otherwise compromise the Board’s exercise of its fiduciary dutiesCorporate Governance Period.

Board Representation. (ai) From Until such time as the rights of the Stockholder are terminated or reduced in accordance with Section 8(f), (A) the Stockholder shall be entitled to designate one (1) person for the Board to nominate for election to the Board as provided in Section 8(b) hereof and after (B) at any time the Closing Date until Stockholder is the Beneficial Owner of at least twenty-five percent (25%) of the Voting Securities outstanding at such time, the Stockholder shall be entitled to designate for nomination for election to the Board an aggregate of two (2) members of the Board (each such person so designated, a “Board Right Termination Event occurs Designee” and, in connection with (B), together such designated persons, the “Board Right Period”), the Shareholder shall have the right (but not the obligation), upon written notice to the Company, to designate one individual to serve on the Board (the “Shareholder DesigneeDesignees”); provided, however, that any Board Designee must also be subject to the approval of the Board’s nominating and corporate governance committee, such Shareholder Designee shall satisfy the applicable requirements set forth in Section 3.1(b)approval not to be unreasonably withheld; provided, further, that if notwithstanding any term to the contrary in this Stockholder Agreement, in no circumstances may the Stockholder appoint, recommend, or designate any person other than the Board Designee or Board Designees, as applicable, designated by the Stockholder pursuant to this Section 8(a) or appointed to fill a Board Right Termination Event occurs, vacancy by the Shareholder shall promptly cause the Shareholder Designee, if any, then serving Stockholder as provided in Section 8(e) to serve on the Board to resign, effective immediately, from the Board and from any committees or subcommittees thereof to which the Shareholder Designee is then appointed or on which he or she is then serving, and the right of the Shareholder to designate a Shareholder Designee shall terminateBoard. (bii) Notwithstanding anything to the contrary set forth in this AgreementAny Board Designee must, any Shareholder Designee designated as evaluated and determined by the Shareholder Board in its good faith discretion, (A) not be prohibited from serving as a director pursuant to Section 3.1(a) (i) shall be resident in Ireland for so long as such Shareholder Designee serves as a Director; (ii) shall qualify as an “independent director” under applicable provisions of any rule or regulation promulgated by the Exchange Act and under applicable NASDAQ rules and regulations, SEC or the applicable rules and regulations of the principal any national securities exchange on which the Ordinary Shares Voting Securities are then listed; (iiiB) would notnot be, at the time of such designationby any order, be required judgment, or decree, enjoined from or otherwise limited with respect to disclose any information pursuant to Item 2(d) or (e) of Schedule 13D (as in effect on the date of this Agreement) if such Shareholder Designee were the “person filing” such Schedule 13D; (iv) shall not, at the time of such designation, be prohibited or disqualified from serving as a director of a public company pursuant to any applicable rule company; (C) not be an employee, officer or regulation director of a Competitor of the SEC or NASDAQ or pursuant Company; and (D) be and remain in compliance with all of the same policies, procedures, codes, rules, standards and guidelines applicable to applicable lawall of the other members of the Board, including the Companies Acts; and (v) shall, in the good faith judgment of the Nominating and Corporate Governance Committee of the Board (the “Nominating Committee”), satisfy the requirements set forth in the Company’s Organizational Documents certificate of incorporation and Corporate Governance Guidelines (by-laws, each as then in effect from time to time)effect, in each case as are applicable to all non-employee Directors generally. The Shareholder Designee shallcorporate governance guidelines, upon appointment or election, as the case may be, to the Board, execute such agreements as are required to be executed by all non-employee Directors generally and shall otherwise abide by the provisions of all codes and policies of the Company that are applicable to all non-employee Directors generally, including, as applicable, the Company’s ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Policy, policies requiring the policy (including pre-clearance policies and procedures), and policies on stock ownership, public disclosures and confidentiality. In addition, at least one (1) Board Designee designated pursuant to Section 8(a)(i)(B) must (A) qualify as independent within the meaning of all (I) NYSE Listed Company Manual Rule 303A.02 (or as required by any other exchange on which shares of Common Stock may be listed) for the purposes of Board service, including service as an audit committee member on the Board’s audit committee and service as a compensation committee member on the Board’s compensation committee; (II) Rule 10A-3 under the Exchange Act for the purposes of audit committee service on the Board’s audit committee; (III) Rule 16b-3 under the Exchange Act for the purposes of service on the Board committee charged with approving transactions in Company securities trading activitybetween the Company and its directors and officers (for the purposes of which, “independent” shall have the same meaning as “non-employee” director); and (IV) the Company’s Code of Conduct corporate governance and the Company’s stock ownership policy. (c) During the Board Right Period, the Company shall use reasonable endeavors to procure, (i) at the next scheduled meeting of the Board, which shall be validly noticed, the appointment of the Shareholder Designee to the Boardindependence policies and guidelines; and (ii) thereafter, at each annual general meeting of shareholders of the Company occurring during the Board Right Period at which the term of the Shareholder Designee will expire in accordance with the Company’s Organizational Documents (whether by rotation or otherwise), the election or re-election, as the case may be, of the applicable Shareholder Designee to the Board, including by (A) nominating such Shareholder Designee for election to serve as a Director as provided in this Agreement, (B) subject to compliance by the Shareholder with Section 3.1(f), including such nomination and other required information regarding such Shareholder Designee in the Company’s proxy materials for such meeting of shareholders and (C) soliciting or causing the solicitation of proxies in favor of the election of such Shareholder Designee as a Director, in the case of each of clauses (i) and (ii), for a term expiring at the next annual general meeting of shareholders at which members of the class of Directors to which the Shareholder Designee belongs are to be elected or re-elected, as the case may be, or until such Shareholder Designee’s successor shall have been elected and qualified, or at such earlier time, if any, as such Shareholder Designee may resign, retire, die or be removed (for any reason) as a Director. (d) Notwithstanding the foregoing, the Company shall not be obligated to procure the appointment of any individual to the Board pursuant to Section 3.1(c)(i) or to procure the election or re-election of any individual pursuant to Section 3.1(c)(ii) if such individual shall have previously been designated by the Shareholder pursuant to Section 3.1(a) and nominated by the Company for election or re-election, as the case may be, as a Director as provided in Section 3.1(c)(ii) (and provided that the Company shall have complied with its obligations set forth in Section 3.1(c)(ii) in respect thereof), and, following the vote of shareholders at the annual general meeting of shareholders, shall have failed to be elected or re-elected, as the case may be, as a Director by the requisite vote of the Company’s shareholders. (e) In furtherance of, and not in limitation to, the Shareholder’s rights in this Section 3.1, during the Board Right Period, (i) the Shareholder shall have the right (but not the obligation), upon written notice to the Company as provided in Section 3.1(a), to designate a Shareholder Designee to replace any Shareholder Designee who shall have resigned, retired, died or been removed from office (for any reason) or who, following the voting of shareholders at a meeting of shareholders of the Company shall have failed to be elected or re-elected, as the case may be, by the requisite vote of the Company’s shareholders; and (ii) the provisions of Sections 3.1(c) and 3.1(d) shall apply to, and the Company shall comply with its obligations contained therein in respect of, any such replacement Shareholder Designee. (f) Not less than one hundred twenty (120) days prior to the anniversary of the prior year’s annual general meeting of shareholders of the Company occurring during the Board Right Period at which members of the class of Directors to which the Shareholder Designee belongs are to be elected, the Shareholder shall (i) notify the Company in writing of the name of the Shareholder Designee to be nominated for election at such meeting and (ii) provide, or cause such Shareholder Designee to provide, to the Company, all information concerning such Shareholder Designee and his or her nomination to be elected as a Director at such meeting as shall reasonably be required to (A) comply with applicable securities laws, the rules of NASDAQ or any other stock exchange on which securities of the Company are then quoted or listed for trading and the Companies Acts and (B) enable the Nominating Committee to make determinations with respect to such Shareholder Designee’s satisfaction of the requirements set forth in Section 3.1(b)(v); provided that the Nominating Committee shall make such determinations as promptly as practicable following receipt by the Company of the notification and information contemplated in clauses (i) and (ii) of this Section 3.1(f) and shall promptly provide the Shareholder with written notice if the Nominating Committee determines that such Shareholder Designee does not satisfy such requirements (together with a reasonably detailed description of the basis on which the Nominating Committee shall have made such determination). (g) During the Board Right Periodbe an employee, officer or director of, or otherwise be an Affiliate of, the Company agrees that any Shareholder Designee serving as a Director shall be entitled to the same 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 such Shareholder Designee’s term of office, and with respect to indemnification arrangements, directors and officers insurance coverage and other similar protections and expense reimbursementStockholder. (h) Notwithstanding anything in this Section 3.1 to the contrary, (i) the Company will not be obligated to take any action in respect of any Shareholder Designee pursuant to Sections 3.1(c)(ii) if the Shareholder shall have failed, in any material respect, to provide, or cause to be provided, the notice and information required by clauses (i) and (ii) of Section 3.1(f); and (ii) in the event that a breach of Article IV or Article V by the Shareholder Parent or the Shareholder shall have occurred and be continuing, in addition to any other remedies that the Company may have, the Shareholder’s right to designate a Shareholder Designee shall be suspended; provided, however, that such right shall be reinstated and become effective from and after the date on which any such default shall have been cured or remedied until a Board Right Termination Event occurs. (i) During the Board Right Period and except as required by applicable law, the Company shall not take any action to cause the removal (without cause) of a Shareholder Designee serving as a Director. The Shareholder shall cause the Shareholder Designee to resign or, if reasonably sufficient, recuse himself or herself any time the presence of such individual as a Shareholder Designee on the Board shall, in the reasonable judgment of the Board, reasonably be likely to violate applicable law or otherwise compromise the Board’s exercise of its fiduciary duties.

Board Representation. (a) From Until the earlier of (i) the third anniversary of the Initial Closing or (ii) such time as the Purchaser and after its Affiliates do not hold, directly or indirectly, at least a majority of the Closing Date until a Board Right Termination Event occurs 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 “Board Right PeriodRequisite Shares”), the Shareholder Purchaser shall have the right (but not the obligation)be entitled to, upon written notice to at each annual or special meeting of the Company’s shareholders during such period, to designate nominate one individual (1) director (such Person, the “Purchaser Designee”) to serve on the Board (the “Shareholder Designee”)of Directors; provided, however, that such Shareholder Designee shall satisfy the nomination is subject to such Purchaser Designee’s satisfaction of all applicable requirements set forth in Section 3.1(b); provided, further, that if a Board Right Termination Event occurs, the Shareholder shall promptly cause the Shareholder Designee, if any, then serving on the Board to resign, effective immediately, from the Board and from any committees or subcommittees thereof to which the Shareholder Designee is then appointed or on which he or she is then serving, and the right of the Shareholder to designate a Shareholder Designee shall terminate. (b) Notwithstanding anything to the contrary set forth in this Agreement, any Shareholder Designee designated by the Shareholder pursuant to Section 3.1(a) (i) shall be resident in Ireland for so long as such Shareholder Designee serves as a Director; (ii) shall qualify as an “independent director” under applicable provisions of the Exchange Act and under applicable NASDAQ rules and regulations, or the applicable rules and regulations of the principal securities exchange on which the Ordinary Shares are then listed; (iii) would not, at the time of such designation, be required to disclose any information pursuant to Item 2(d) or (e) of Schedule 13D (as in effect on the date of this Agreement) if such Shareholder Designee were the “person filing” such Schedule 13D; (iv) shall not, at the time of such designation, be prohibited or disqualified from serving regarding service as a director of the Company under applicable Law or stock exchange rules regarding service as a public company pursuant director and such other criteria and qualifications for service as a director applicable to any applicable rule or regulation all directors of the SEC or NASDAQ or pursuant to applicable law, including the Companies Acts; Company and (v) shall, in the good faith judgment of the Nominating and Corporate Governance Committee of the Board (the “Nominating Committee”), satisfy the requirements set forth in the Company’s Organizational Documents and Corporate Governance Guidelines (as in effect from time to time), in each case as are applicable to all non-employee Directors generally. The Shareholder In the event that a Purchaser Designee shall, upon appointment or election, as the case may be, to the Board, execute such agreements as are required to be executed by all non-employee Directors generally and shall otherwise abide by the provisions of all codes and policies of the Company that are applicable to all non-employee Directors generally, including, as applicable, the Company’s ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Policy, policies requiring the pre-clearance of all securities trading activity, the Company’s Code of Conduct and the Company’s stock ownership policy. (c) During the Board Right Periodis nominated, the Company shall use reasonable endeavors to procure, (i) include such Purchaser Designee in its slate of nominees for election to the Board of Directors at the next scheduled each annual or special meeting of the BoardCompany’s shareholders, which shall be validly noticed, the appointment of the Shareholder Designee to the Board; and (ii) thereafter, at each annual general meeting of shareholders of the Company occurring during the Board Right Period at which the term of the Shareholder Designee will expire in accordance with recommend that the Company’s Organizational Documents (whether by rotation or otherwise), the election or re-election, as the case may be, of the applicable Shareholder Designee to the Board, including by (A) nominating such Shareholder Designee for election to serve as a Director as provided in this Agreement, (B) subject to compliance by the Shareholder with Section 3.1(f), including such nomination and other required information regarding such Shareholder Designee in the Company’s proxy materials for such meeting of shareholders and (C) soliciting or causing the solicitation of proxies vote in favor of the election of the Purchaser Designee and (iii) 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 to permit such Shareholder designation. Notwithstanding the 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 its Affiliates ceases to own, directly or indirectly, at least a majority of the Requisite Shares. (b) If any Purchaser Designee as ceases to serve on the Board of Directors for any reason during his or her term, the vacancy created thereby shall be filled, and the Company shall cause the Board of Directors to fill such vacancy, with a Directornew Purchaser Designee eligible to serve on the Board of Directors in accordance with Section 5.5(a); provided, however, notwithstanding anything to the contrary in this Agreement, in the case event that the Purchaser’s rights under Section 5.5(a) are terminated, any Purchaser Designee serving on the Board of each of clauses 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 acceptance by the Board of Directors. (c) For the avoidance of doubt, for a term expiring at Purchaser Designee shall be entitled (i) to the next annual general meeting of shareholders at which members same retainer, equity compensation and other fees or compensation, including travel and expense reimbursement, paid to the non-executive directors of the class Company for his or her service as a director and (ii) to the same indemnification rights as other non-executive directors of Directors the Company, and the Company shall maintain, in full force and effect, directors’ and officers’ liability insurance in reasonable amounts to which the Shareholder same extent it now indemnifies and provides insurance for the non-executive directors on the Board of Directors. A Purchaser Designee belongs are to shall be elected or rebound by the same confidentiality restrictions as the other non-electedexecutive 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 case may be, Purchaser or until such Shareholder 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 successor shall have been elected and qualified, or at such earlier time, if any, as such Shareholder Designee may resign, retire, die or be removed (for any reason) service as a Directordirector 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 Series C Preferred Stock of 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 nominate one (1) additional director of the Company (the “Preferred Director”) for election at the next annual meeting of stockholders and at each subsequent meeting, 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 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, the Company shall not be obligated to procure the appointment of any individual if, prior to the Board pursuant to Section 3.1(c)(i) or to procure the election or re-election of any individual pursuant to Section 3.1(c)(ii) if additional director in the manner set forth herein, all accumulated dividends are paid or issued on the Series C Preferred Stock, no such individual additional director shall be so elected. If and when all accumulated dividends shall have previously been designated paid or issued on such Series C Preferred Stock, the right of the Purchaser to nominate 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 Shareholder pursuant to Section 3.1(a) Additional Liquidation Preference, in each case, in accordance with and nominated by within the Company for election or re-election, as the case may be, as a Director as provided in Section 3.1(c)(ii) (and provided that the Company shall have complied with its obligations times set forth in Section 3.1(c)(ii) in respect thereof), and, following the vote Series C Certificate of shareholders at the annual general meeting of shareholders, shall have failed to be elected or re-elected, as the case may be, as a Director by the requisite vote of the Company’s shareholdersAmendment. (e) In furtherance of, and not in limitation toFor the avoidance of doubt, the Shareholder’s rights of the Purchaser provided for in this Section 3.1, during the Board Right Period, (i) the Shareholder 5.5 shall have the right (but not the obligation), upon written notice to the Company as provided in Section 3.1(a), to designate a Shareholder Designee to replace any Shareholder Designee who shall have resigned, retired, died or been removed from office (for any reason) or who, following the voting of shareholders at a meeting of shareholders of the Company shall have failed to be elected or re-elected, as the case may be, by the requisite vote of the Company’s shareholders; and (ii) the provisions of Sections 3.1(c) and 3.1(d) shall apply to, and the Company shall comply with its obligations contained therein in respect of, any such replacement Shareholder Designee. (f) Not less than one hundred twenty (120) days prior to the anniversary of the prior year’s annual general meeting of shareholders of the Company occurring during the Board Right Period at which members of the class of Directors to which the Shareholder Designee belongs are to be elected, the Shareholder shall (i) notify the Company in writing of the name of the Shareholder Designee to be nominated for election at such meeting and (ii) provide, or cause such Shareholder Designee to provide, to the Company, all information concerning such Shareholder Designee and his or her nomination to be elected as a Director at such meeting as shall reasonably be required to (A) comply with applicable securities laws, the rules of NASDAQ or any other stock exchange on which securities of the Company are then quoted or listed for trading and the Companies Acts and (B) enable the Nominating Committee to make determinations with respect to such Shareholder Designee’s satisfaction of the requirements set forth in Section 3.1(b)(v); provided that the Nominating Committee shall make such determinations as promptly as practicable following receipt by the Company of the notification and information contemplated in clauses (i) and (ii) of this Section 3.1(f) and shall promptly provide the Shareholder with written notice if the Nominating Committee determines that such Shareholder Designee does not satisfy such requirements (together with a reasonably detailed description of the basis on which the Nominating Committee shall have made such determination). (g) During the Board Right Period, the Company agrees that any Shareholder Designee serving as a Director shall be entitled to the same 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 such Shareholder Designee’s term of office, and with respect to indemnification arrangements, directors and officers insurance coverage and other similar protections and expense reimbursement. (h) Notwithstanding anything in this Section 3.1 to the contrary, (i) the Company will not be obligated to take any action in respect of any Shareholder Designee pursuant to Sections 3.1(c)(ii) if the Shareholder shall have failed, in any material respect, to provide, or cause to be provided, the notice and information required by clauses (i) and (ii) of Section 3.1(f); and (ii) in the event that a breach of Article IV or Article V by the Shareholder Parent or the Shareholder shall have occurred and be continuing, in addition transferrable to any other remedies that the Company may have, the ShareholderPerson other than Purchaser’s right to designate a Shareholder Designee shall be suspended; provided, however, that such right shall be reinstated and become effective from and after the date on which any such default shall have been cured or remedied until a Board Right Termination Event occursAffiliates. (i) During the Board Right Period and except as required by applicable law, the Company shall not take any action to cause the removal (without cause) of a Shareholder Designee serving as a Director. The Shareholder shall cause the Shareholder Designee to resign or, if reasonably sufficient, recuse himself or herself any time the presence of such individual as a Shareholder Designee on the Board shall, in the reasonable judgment of the Board, reasonably be likely to violate applicable law or otherwise compromise the Board’s exercise of its fiduciary duties.

Board Representation. (a) From After the execution of this Agreement and after until the Closing Date until a Board Right occurrence of an Altor Nominee Termination Event occurs Event, the Altor Group shall be entitled to designate one nominee (the “Board Right PeriodAltor Nominee”), the Shareholder shall have the right (but not the obligation), upon written notice to the Company, to designate one individual ) to serve on the Board Ampco’s board of directors (the “Shareholder DesigneeBoard”); provided, however, that such Shareholder Designee shall satisfy the applicable requirements set forth in Section 3.1(b); provided, further, that if a Board Right Termination Event occurs, the Shareholder shall promptly cause the Shareholder Designee, if any, then serving on the Board to resign, effective immediately, from the Board and from any committees or subcommittees thereof to which the Shareholder Designee is then appointed or on which he or she is then serving, and the right of the Shareholder to designate a Shareholder Designee shall terminate. (b) Notwithstanding anything to the contrary set forth in this Agreement, any Shareholder Designee designated by the Shareholder pursuant to Section 3.1(a) (i) . The initial Altor Nominee shall be resident in Ireland for so long as such Shareholder Designee serves as a Director; (ii) shall qualify as an “independent director” under applicable provisions of the Exchange Act and under applicable NASDAQ rules and regulations, or the applicable rules and regulations of the principal securities exchange on which the Ordinary Shares are then listed; (iii) would not, at the time of such designation, be required to disclose any information pursuant to Item 2(d) or (e) of Schedule 13D (as in effect on the date of this Agreement) if such Shareholder Designee were the “person filing” such Schedule 13D; (iv) shall not, at the time of such designation, be prohibited or disqualified 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 the Companies Acts; and (v) shall, in the good faith judgment of the Nominating and Corporate Governance Committee of the Board (the “Nominating Committee”), satisfy the requirements set forth in the Company’s Organizational Documents and Corporate Governance Guidelines (as in effect from time to time), in each case as are applicable to all non-employee Directors generally. The Shareholder Designee shall, upon appointment or election, as the case may be, to the Board, execute such agreements as are required to be executed by all non-employee Directors generally and shall otherwise abide by the provisions of all codes and policies of the Company that are applicable to all non-employee Directors generally, including, as applicable, the Company’s ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Policy▇▇▇. The Board shall take all actions necessary to appoint, policies requiring effective immediately upon the pre-clearance execution of all securities trading activitythis Agreement, the Company’s Code of Conduct and the Company’s stock ownership policy. (c) During Altor Nominee to the Board Right Periodto serve as a director of Ampco until no earlier than the 2016 annual meeting of Ampco shareholders (the “2016 Annual Meeting”); provided, however, that the Company shall use reasonable endeavors to procureAltor Nominee must, (i) at meet the next scheduled meeting of the Boarddirector standards and requirements generally applicable to all Ampco directors, which shall be validly noticed, the appointment of the Shareholder Designee to the Board; and (ii) thereafter, at each annual general meeting of shareholders of the Company occurring during be reasonably acceptable to the Board Right Period at which and its Nominating and Governance Committee. In the term of the Shareholder Designee will expire event ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ or any successor director appointed in accordance with the Company’s Organizational Documents (whether by rotation this Section 2.1 has ceased to serve in such role or otherwise)is unable to continue to serve in such role, the election or re-electionAltor Group will be entitled to designate a new individual to fill the resulting director vacancy and, as subject to the case may beprovisions of this Section 2.1, such individual shall then be deemed the Altor Nominee for all purposes hereunder. The Company shall take all actions necessary to appoint such successor nominee to the Board in accordance with Section 2.1. Any such successor nominee who becomes a member of the applicable Shareholder Designee Board pursuant to this Section 2.1 shall be deemed to be the Board“Altor Nominee” for all purposes under this Agreement. (b) For so long as no Altor Nominee Termination Event has occurred, Ampco shall use its reasonable efforts to cause the election at the 2016 Annual Meeting (and such subsequent annual meetings for which the Altor Nominee’s class would regularly stand for election) of such Altor Nominee as a director of Ampco (including by (A) nominating such Shareholder Designee for election to serve as a Director as provided in this Agreement, (B) subject to compliance by the Shareholder with Section 3.1(f), including such nomination and other required information regarding such Shareholder Designee in the Companyrecommending that Ampco’s proxy materials for such meeting of shareholders and (C) soliciting or causing the solicitation of proxies vote in favor of the election of the Altor Nominee in Ampco’s proxy statement for such Shareholder Designee annual meetings) and causing any proxy solicitation agent engaged by the Company to solicit proxies for such Altor Nominee to the same extent as for the Company’s other nominees for director. (c) Upon becoming a Directormember of the Board, the Altor Nominee shall have the same rights (including with respect to consideration for committee appointments, if he or she meets the “independence” and other requirements under the rules of the NYSE and Applicable Laws) and duties as any other Board member and, in the case of each of clauses (i) and (ii)particular, for shall be a term expiring at the next annual general meeting of shareholders at which members member of the class Nominating and Governance Committee of Directors to which the Shareholder Designee belongs are to be elected Board if he or re-elected, as she meets the case may be, or until “independence” and such Shareholder Designee’s successor shall have been elected other requirements of the NYSE and qualified, or at such earlier time, if any, as such Shareholder Designee may resign, retire, die or be removed (for any reason) as a DirectorApplicable Laws. (d) Notwithstanding the foregoing, the Company shall The Altor Group agrees that it will not be obligated entitled to procure the designate a particular Altor Nominee for appointment of any individual to the Board pursuant to this Section 3.1(c)(i2.1 in the event that the Board, any committee of the Board, or the Company reasonably determines that such individual has been involved in any of the events enumerated in Item 2(d) or (e) of Schedule 13D under the Exchange Act or Item 401(f) of Regulation S-K under the Securities Act or is subject to procure the election any order, decree or re-election judgment of any individual pursuant to Section 3.1(c)(ii) if Governmental Authority prohibiting service as a director or observer of any public company. In any such individual case described in the preceding sentence, the Altor Group shall have previously been designated by withdraw the Shareholder pursuant to Section 3.1(a) designation of such proposed Altor Nominee, and nominated by the Company for election or re-election, so long as the case Altor Nominee Termination Event has not occurred, the Altor Group may be, as designate a Director as provided in replacement therefor (which replacement will also be subject to the requirements of this Section 3.1(c)(ii) (and provided that the Company shall have complied with its obligations set forth in Section 3.1(c)(ii) in respect thereof2.1), and, following the vote of shareholders at the annual general meeting of shareholders, shall have failed to be elected or re-elected, as the case may be, as a Director by the requisite vote of the Company’s shareholders. (e) In furtherance ofNotwithstanding the foregoing, and not in limitation to, immediately upon the Shareholder’s rights in this Section 3.1, during the Board Right Period, (i) the Shareholder shall have the right (but not the obligation), upon written notice to the Company as provided in Section 3.1(a), to designate a Shareholder Designee to replace any Shareholder Designee who shall have resigned, retired, died or been removed from office (for any reason) or who, following the voting of shareholders at a meeting of shareholders occurrence of the Company shall have failed to be elected or re-elected, as the case may be, by the requisite vote of the Company’s shareholders; and (ii) the provisions of Sections 3.1(c) and 3.1(d) shall apply to, and the Company shall comply with its obligations contained therein in respect of, any such replacement Shareholder Designee. (f) Not less than one hundred twenty (120) days prior to the anniversary of the prior year’s annual general meeting of shareholders of the Company occurring during the Board Right Period at which members of the class of Directors to which the Shareholder Designee belongs are to be elected, the Shareholder shall (i) notify the Company in writing of the name of the Shareholder Designee to be nominated for election at such meeting and (ii) provide, or cause such Shareholder Designee to provide, to the CompanyAltor Nominee Termination Event, all information concerning such Shareholder Designee and his or her nomination to be elected as a Director at such meeting as shall reasonably be required to (A) comply with applicable securities laws, the rules obligations of NASDAQ or any other stock exchange on which securities of the Company are then quoted or listed for trading and the Companies Acts and (B) enable the Nominating Committee to make determinations Ampco with respect to such Shareholder Designee’s satisfaction of the requirements set forth in Section 3.1(b)(v); provided that Altor Group and the Nominating Committee shall make such determinations as promptly as practicable following receipt by the Company of the notification and information contemplated in clauses (i) and (ii) of Altor Nominee pursuant to this Section 3.1(f) 2.1 shall forever terminate. From and shall promptly provide the Shareholder with written notice if the Nominating Committee determines that such Shareholder Designee does not satisfy such requirements (together with a reasonably detailed description of the basis on which the Nominating Committee shall have made such determination). (g) During the Board Right Periodafter any Altor Nominee Termination Event, the Company agrees that any Shareholder Designee serving as Altor Group shall no longer have a Director shall be entitled to the same 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 such Shareholder Designee’s term of office, and with respect to indemnification arrangements, directors and officers insurance coverage and other similar protections and expense reimbursement. (h) Notwithstanding anything in this Section 3.1 to the contrary, (i) the Company will not be obligated to take any action in respect of any Shareholder Designee pursuant to Sections 3.1(c)(ii) if the Shareholder shall have failed, in any material respect, to provide, or cause to be provided, the notice and information required by clauses (i) and (ii) of Section 3.1(f); and (ii) in the event that a breach of Article IV or Article V by the Shareholder Parent or the Shareholder shall have occurred and be continuing, in addition to any other remedies that the Company may have, the Shareholder’s right to designate a Shareholder Designee shall be suspended; providedNominee under this Section 2.1, however, that such right shall be reinstated and become effective from and after the date on which any such default shall have been cured or remedied until a Board Right Termination Event occurs. (i) During the Board Right Period and except as required by applicable law, the Company shall not take any action to cause the removal (without cause) of a Shareholder Designee serving as a Director. The Shareholder Altor Group shall cause the Shareholder Designee Altor Nominee to resign or, if reasonably sufficient, recuse himself promptly tender his or herself any time the presence of such individual as a Shareholder Designee on the Board shall, in the reasonable judgment of her resignation from the Board, reasonably be likely to violate applicable law or otherwise compromise the Board’s exercise of its fiduciary duties.

Board Representation. During the period commencing on the date -------------------------------- hereof and ending on the Termination Date, subject to the provisions of applicable laws and regulations: (a) From Enron shall, subject to subsection (e) of this Section 2.1, be entitled to nominate two individuals for election to the Company Board, and each party hereto that holds Voting Securities agrees to vote such Voting Securities in favor of the election of such individuals (the "Enron Directors") to the Company Board; provided, however, that from and after the Closing Date until a Board Right Termination Event occurs First Disposition Date, Enron's entitlement under this subsection shall be reduced to the right to nominate one individual for election to the Company Board; (b) the Company agrees, by action of the Company Board, (i) to establish, by appointment from among the members of the Company Board, and maintain an Audit Committee and (ii) to appoint to the Audit Committee one of the Enron Directors, as designated by Enron; (c) the Company agrees to elect or to cause to be elected, through action of the Company Board, to the board of directors of PGE and Northwest (the “Board Right Period”)"Subsidiary Boards" and, together with the Company Board, the Shareholder shall have "Applicable Boards") a number of individuals designated by Enron, who need not be directors, officers or employees of the right (but not Company or any of its Subsidiaries, that is, in the obligation)case of each Subsidiary Board, upon written notice as nearly as is practicable, Proportional to the Company, to designate one individual to serve on the number of members of each such Subsidiary Board (together with Enron's designated member of the “Shareholder Designee”Audit Committee, the "Enron Designees"); provided, however, that such Shareholder Designee shall satisfy if at any time during the applicable requirements set forth in Section 3.1(b); provided, further, that if a Board Right Termination Event occurs, the Shareholder shall promptly cause the Shareholder Designee, if any, then serving on the Board to resign, effective immediately, from the Board and from any committees or subcommittees thereof to which the Shareholder Designee is then appointed or on which he or she is then serving, and the right duration of the Shareholder to designate Entitlement Period a Shareholder Designee shall terminate. Subsidiary Board consists solely of officers or employees of the Company or any of its Subsidiaries (ban "Insider Board") Notwithstanding anything to the contrary set forth in this Agreement, any Shareholder Designee designated by the Shareholder pursuant to Section 3.1(a) (i) shall be resident in Ireland and only for so long as such Shareholder Designee serves as a Director; (ii) shall qualify as Subsidiary Board remains an “independent director” under applicable provisions of the Exchange Act and under applicable NASDAQ rules and regulations, or the applicable rules and regulations of the principal securities exchange on which the Ordinary Shares are then listed; (iii) would not, at the time of such designation, be required to disclose any information pursuant to Item 2(d) or (e) of Schedule 13D (as in effect on the date of this Agreement) if such Shareholder Designee were the “person filing” such Schedule 13D; (iv) shall not, at the time of such designation, be prohibited or disqualified 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 the Companies Acts; and (v) shall, in the good faith judgment of the Nominating and Corporate Governance Committee of the Board (the “Nominating Committee”), satisfy the requirements set forth in the Company’s Organizational Documents and Corporate Governance Guidelines (as in effect from time to time), in each case as are applicable to all non-employee Directors generally. The Shareholder Designee shall, upon appointment or election, as the case may be, to the Insider Board, execute such agreements as are required to be executed by all non-employee Directors generally and shall otherwise abide by the provisions of all codes and policies of the Company that are applicable to all non-employee Directors generally, including, as applicable, the Company’s ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Policy, policies requiring the pre-clearance of all securities trading activity, the Company’s Code of Conduct and the Company’s stock ownership policy. (c) During the Board Right Period, the Company shall use reasonable endeavors to procure, (i) at the next scheduled meeting of the Board, which shall be validly noticed, the appointment of the Shareholder Designee to the Board; and (ii) thereafter, at each annual general meeting of shareholders of the Company occurring during the Board Right Period at which the term of the Shareholder Designee will expire in accordance with the Company’s Organizational Documents (whether by rotation or otherwise), the election or re-election, as the case may be, of the applicable Shareholder Designee to the Board, including by (A) nominating such Shareholder Designee for election to serve as a Director as provided in this Agreement, (B) subject to compliance by the Shareholder with Section 3.1(f), including such nomination and other required information regarding such Shareholder Designee in the Company’s proxy materials for such meeting of shareholders and (C) soliciting or causing the solicitation of proxies in favor of the election of such Shareholder Designee as a Director, in the case of each of clauses (i) and (ii), for a term expiring at the next annual general meeting of shareholders at which members of the class of Directors to which the Shareholder Designee belongs are to be elected or re-elected, as the case may be, or until such Shareholder Designee’s successor shall have been elected and qualified, or at such earlier time, if any, as such Shareholder Designee may resign, retire, die or be removed (for any reason) as a Director. (d) Notwithstanding the foregoing, the Company shall not be obligated to procure the appointment of any individual to the Board pursuant to Section 3.1(c)(ithis subsection (c) to elect or cause to procure be elected the election or re-election of any individual pursuant to Section 3.1(c)(ii) if such individual shall have previously been individuals so designated by Enron to such Subsidiary Board; (d) the Shareholder pursuant Company agrees to Section 3.1(a) permit one of the Enron Directors or, if there are no Enron Directors, one individual designated by Enron, who need not be a director, officer or employee of the Company or any of its Subsidiaries, to attend as a non-voting observer all meetings of the Executive Committee and nominated the Compensation Committee and to transmit to such individual, at the time and in the manner sent to other members of such committees, all information and materials provided by the Company for election or re-election, as the case may be, as a Director as provided in Section 3.1(c)(ii) (and provided that the Company shall have complied with its obligations set forth in Section 3.1(c)(ii) in respect thereof), and, following the vote of shareholders at the annual general meeting of shareholders, shall have failed to be elected or re-elected, as the case may be, as a Director by the requisite vote of the Company’s shareholders.such committee members; (e) In furtherance ofthe Company agrees, and not in limitation to, the Shareholder’s rights in this Section 3.1, during the Board Right Period, (i) the Shareholder shall have the right (but not the obligation), upon written notice to the extent that the Company as provided in Section 3.1(a)reasonably determines that applicable laws and regulations prohibit Enron from designating members of any Applicable Board or of the Audit Committee but permit an individual designated by Enron to attend such meetings, to designate permit one individual designated by Enron, who need not be a Shareholder Designee to replace any Shareholder Designee who shall have resigneddirector, retired, died officer or been removed from office (for any reason) or who, following the voting of shareholders at a meeting of shareholders employee of the Company shall have failed or any of its Subsidiaries, to be elected or reattend as a non-elected, as the case may be, by the requisite vote voting observer all meetings of the Company’s shareholders; and (ii) the provisions of Sections 3.1(c) and 3.1(d) shall apply to, each such Applicable Board and the Company shall comply with its obligations contained therein in respect of, any such replacement Shareholder Designee.Audit Committee; and (f) Not less than one hundred twenty (120) days prior the Company agrees to the anniversary provide advance notice in accordance with Section 60.034 of the prior year’s annual general Oregon Business Corporation Act and the Company's bylaws to each Enron Director with respect to each regular and special meeting of shareholders of the Company occurring during the Board Right Period at which members of the class of Directors to which the Shareholder Designee belongs are to be elected, the Shareholder shall (i) notify the Company in writing of the name of the Shareholder Designee to be nominated for election at such meeting and (ii) provide, or cause such Shareholder Designee to provide, to the Company, all information concerning such Shareholder Designee and his or her nomination to be elected as a Director at such meeting as shall reasonably be required to (A) comply with applicable securities laws, the rules of NASDAQ or any other stock exchange on which securities of the Company are then quoted or listed for trading and the Companies Acts and (B) enable the Nominating Audit Committee to make determinations with respect to such Shareholder Designee’s satisfaction of the requirements set forth in Section 3.1(b)(v); provided that the Nominating Committee shall make such determinations as promptly as practicable following receipt by the Company of the notification and information contemplated in clauses (i) and (ii) of this Section 3.1(f) and shall promptly provide the Shareholder with written which notice if the Nominating Committee determines that such Shareholder Designee does not satisfy such requirements (together with a reasonably detailed description of the basis on which the Nominating Committee shall have made such determination). (g) During the Board Right Period, the Company agrees that any Shareholder Designee serving as a Director shall be entitled to the same 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 such Shareholder Designee’s term of office, and with respect to indemnification arrangements, directors and officers insurance coverage and other similar protections and expense reimbursement. (h) Notwithstanding anything in this Section 3.1 to the contrary, (i) the Company will not be obligated to take any action in respect of any Shareholder Designee pursuant to Sections 3.1(c)(ii) if the Shareholder shall have failed, in any material respect, to provide, or cause to be provided, the notice and information required by clauses (i) and (ii) of Section 3.1(f); and (ii) in the event that a breach of Article IV or Article V by the Shareholder Parent or the Shareholder shall have occurred and be continuing, in addition to any other remedies that the Company may have, the Shareholder’s right to designate a Shareholder Designee shall be suspended; provided, however, that such right shall be reinstated and become effective from and after the date on which any such default shall have been cured or remedied until a Board Right Termination Event occurs. (i) During the Board Right Period and except as required by applicable law, the Company shall not take any action to cause the removal (without cause) of a Shareholder Designee serving as a Director. The Shareholder shall cause the Shareholder Designee to resign or, if reasonably sufficient, recuse himself or herself any time the presence of such individual as a Shareholder Designee on the Board shall, in the case of each special meeting, include a reasonable judgment summary of the Board, reasonably be likely to violate applicable law or otherwise compromise subject matter of the Board’s exercise of its fiduciary dutiesmeeting.

Board Representation. (a) From and after Effective upon the Closing Date until a Board Right Termination Event occurs (the “Board Right Period”), the Shareholder shall have the right (but not the obligation), upon written notice acceptance for payment of any Shares pursuant to the CompanyOffer, Parent shall be entitled to designate one individual such number of directors, rounded up to the next whole number, to serve on the Board of Directors of the Company as will give Merger Subsidiary, subject to compliance with Section 14(f) of the Exchange Act, representation on the Board of Directors of the Company equal to the product of (i) the “Shareholder Designee”)total number of directors on the Board of Directors (giving effect to the election of any additional directors pursuant to this section) and (ii) the percentage that the number of Shares beneficially owned by Parent and/or Merger Subsidiary (including Shares accepted for payment) bears to the number of Shares outstanding. The Company shall take all actions necessary to cause Parent's designees to be elected or appointed to the Company's Board of Directors, including increasing the size of the Board of Directors and/or securing the resignations of incumbent directors. The Company shall take all action required pursuant to Section 14(f) of the Exchange Act and Rule 14(f)-1 promulgated thereunder in order to fulfill its obligations under this Section 2.03 and shall include in the Schedule 14D-9 or otherwise timely mail to its stockholders all necessary information to comply therewith; provided, however, that Parent shall provide to the Company on a timely basis all necessary information to be included in such Shareholder Designee shall satisfy information statement with respect to Parent's designees. Prior to the applicable requirements set forth in Section 3.1(b); provided, further, that if a Board Right Termination Event occurs, the Shareholder shall promptly cause the Shareholder Designee, if any, then serving on the Board to resign, effective immediately, from the Board and from any committees or subcommittees thereof to which the Shareholder Designee is then appointed or on which he or she is then serving, and the right mailing of the Shareholder Schedule 14D-9 to designate a Shareholder Designee shall terminatethe Company's stockholders, Parent will supply to the Company in writing and be solely responsible for any information with respect to itself and its nominees, officers, directors and Affiliates required by Section 14(f) and Rule 14(f)-1. (b) Notwithstanding anything to Following the contrary set forth in this Agreement, any Shareholder Designee designated by the Shareholder election or appointment of Parent's designees pursuant to Section 3.1(a) (i) 2.03 and until the Effective Time, the Company's Board of Directors shall be resident in Ireland for so long as such Shareholder Designee serves as a Director; (ii) shall qualify as an “independent director” under applicable provisions of the Exchange Act and under applicable NASDAQ rules and regulations, or the applicable rules and regulations of the principal securities exchange on which the Ordinary Shares have at least two directors who are then listed; (iii) would not, at the time of such designation, be required to disclose any information pursuant to Item 2(d) or (e) of Schedule 13D (as in effect directors on the date of this Agreement) if such Shareholder Designee were the “person filing” such Schedule 13D; (iv) shall not, at the time of such designation, be prohibited or disqualified 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 the Companies Acts; and (v) shall, in the good faith judgment of the Nominating and Corporate Governance Committee of the Board Agreement (the “Nominating Committee”), satisfy the requirements set forth in the Company’s Organizational Documents and Corporate Governance Guidelines (as in effect from time to time), in each case as are applicable to all non-employee Directors generally. The Shareholder Designee shall, upon appointment or election, as the case may be, to the Board, execute such agreements as are required to be executed by all non-employee Directors generally and shall otherwise abide by the provisions of all codes and policies of the Company that are applicable to all non-employee Directors generally, including, as applicable, the Company’s ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Policy, policies requiring the pre-clearance of all securities trading activity, the Company’s Code of Conduct and the Company’s stock ownership policy. (c) During the Board Right Period, the Company shall use reasonable endeavors to procure, (i) at the next scheduled meeting of the Board, which shall be validly noticed, the appointment of the Shareholder Designee to the Board; and (ii) thereafter, at each annual general meeting of shareholders of the Company occurring during the Board Right Period at which the term of the Shareholder Designee will expire in accordance with the Company’s Organizational Documents (whether by rotation or otherwise), the election or re-election, as the case may be, of the applicable Shareholder Designee to the Board, including by (A) nominating such Shareholder Designee for election to serve as a Director as provided in this Agreement, (B) subject to compliance by the Shareholder with Section 3.1(f), including such nomination and other required information regarding such Shareholder Designee in the Company’s proxy materials for such meeting of shareholders and (C) soliciting or causing the solicitation of proxies in favor of the election of such Shareholder Designee as a Director, in the case of each of clauses (i) and (ii), for a term expiring at the next annual general meeting of shareholders at which members of the class of Directors to which the Shareholder Designee belongs are to be elected or re-elected, as the case may be, or until such Shareholder Designee’s successor shall have been elected and qualified, or at such earlier time, if any, as such Shareholder Designee may resign, retire, die or be removed (for any reason) as a Director. (d) Notwithstanding the foregoing, the Company shall not be obligated to procure the appointment of any individual to the Board pursuant to Section 3.1(c)(i) or to procure the election or re-election of any individual pursuant to Section 3.1(c)(ii) if such individual shall have previously been designated by the Shareholder pursuant to Section 3.1(a) and nominated by the Company for election or re-election, as the case may be, as a Director as provided in Section 3.1(c)(ii) (and provided that the Company shall have complied with its obligations set forth in Section 3.1(c)(ii) in respect thereof), and, following the vote of shareholders at the annual general meeting of shareholders, shall have failed to be elected or re-elected, as the case may be, as a Director by the requisite vote of the Company’s shareholders. (e) In furtherance of, and not in limitation to, the Shareholder’s rights in this Section 3.1, during the Board Right Period, (i) the Shareholder shall have the right (but not the obligation), upon written notice to the Company as provided in Section 3.1(a), to designate a Shareholder Designee to replace any Shareholder Designee who shall have resigned, retired, died or been removed from office (for any reason) or who, following the voting of shareholders at a meeting of shareholders of the Company shall have failed to be elected or re-elected, as the case may be, by the requisite vote of the Company’s shareholders; and (ii) the provisions of Sections 3.1(c) and 3.1(d) shall apply to, and the Company shall comply with its obligations contained therein in respect of, any such replacement Shareholder Designee. (f) Not less than one hundred twenty (120) days prior to the anniversary of the prior year’s annual general meeting of shareholders of the Company occurring during the Board Right Period at which members of the class of Directors to which the Shareholder Designee belongs are to be elected, the Shareholder shall (i) notify the Company in writing of the name of the Shareholder Designee to be nominated for election at such meeting and (ii) provide, or cause such Shareholder Designee to provide, to the Company, all information concerning such Shareholder Designee and his or her nomination to be elected as a Director at such meeting as shall reasonably be required to (A) comply with applicable securities laws, the rules of NASDAQ or any other stock exchange on which securities of the Company are then quoted or listed for trading and the Companies Acts and (B) enable the Nominating Committee to make determinations with respect to such Shareholder Designee’s satisfaction of the requirements set forth in Section 3.1(b)(v"CONTINUING DIRECTORS"); provided that in the Nominating Committee event that the number of Continuing Directors shall make such determinations as promptly as practicable following receipt by the Company of the notification and information contemplated in clauses be reduced below two for any reason whatsoever, any remaining Continuing Directors (ior Continuing Director, if there shall be only one remaining) and (ii) of this Section 3.1(f) and shall promptly provide the Shareholder with written notice if the Nominating Committee determines that such Shareholder Designee does not satisfy such requirements (together with a reasonably detailed description of the basis on which the Nominating Committee shall have made such determination). (g) During the Board Right Period, the Company agrees that any Shareholder Designee serving as a Director shall be entitled to designate persons to fill such vacancies who shall be deemed to be Continuing Directors for purposes of this Agreement. The approval of the same rights, privileges Continuing Directors shall be required to authorize (and compensation applicable to all such authorization shall constitute the authorization of the Board of Directors and no other non-employee Directors generally or to which all such non-employee Directors are entitledaction on the part of the Company, including any rights with respect to such Shareholder Designee’s term action by any other director of office, and with respect to indemnification arrangements, directors and officers insurance coverage and other similar protections and expense reimbursement. (h) Notwithstanding anything in this Section 3.1 to the contrary, (i) the Company will not be obligated to take any action in respect of any Shareholder Designee pursuant to Sections 3.1(c)(ii) (even if the Shareholder Continuing Directors do not constitute a majority of all directors then in office), shall have failed, in be required to authorize) any material respect, to provide, or cause to be provided, the notice and information required by clauses (i) and (ii) termination of Section 3.1(f); and (ii) in the event that a breach of Article IV or Article V this Agreement by the Shareholder Parent Company, any amendment of this Agreement requiring action by the Board of Directors, any amendment of the certificate of incorporation or the Shareholder shall have occurred and be continuing, in addition to any other remedies that bylaws of the Company may have, the Shareholder’s right to designate a Shareholder Designee shall be suspended; provided, however, that such right shall be reinstated and become effective from and after the date on which any such default shall have been cured exercise or remedied until a Board Right Termination Event occurs. (i) During the Board Right Period and except as required by applicable law, the Company shall not take enforcement of or any action to cause the removal (without cause) waiver of a Shareholder Designee serving as a Director. The Shareholder shall cause the Shareholder Designee to resign or, if reasonably sufficient, recuse himself or herself compliance with any time the presence of such individual as a Shareholder Designee on the Board shall, in the reasonable judgment of the Board, reasonably be likely to violate applicable law agreements or otherwise compromise conditions contained herein for the Board’s exercise benefit of its fiduciary dutiesthe Company.

Board Representation. (a) From and after On the Closing Date of 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 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 Board of Directors have been received until the Company’s next annual shareholders meeting and until a Board Right Termination Event occurs (the “Board Right Period”), the Shareholder shall have the right (but not the obligation), upon written notice successor director to the Company, to designate one individual to serve on the Board (the “Shareholder Designee”)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 Shareholder Designee 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. The respective Boards of Directors of the Company and each Bank Entity shall satisfy nominate such ▇▇▇▇▇▇▇▇▇ Nominees and the applicable requirements ▇▇▇▇▇▇▇▇▇ 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 Section 3.1(b); providedsubparagraph (iv) below, further, if the ▇▇▇▇▇▇▇▇▇ Funds Beneficially Own (calculated without duplication) at least 78% of its Purchased Shares measured assuming that if a Board Right Termination Event occursthe Purchased Shares have been converted into shares of Company Common Stock, the Shareholder shall promptly cause ▇▇▇▇▇▇▇▇▇ Funds may designate three (3) ▇▇▇▇▇▇▇▇▇ Nominees, one (1) of whom meets the Shareholder Designeequalifications 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 anythe ▇▇▇▇▇▇▇▇▇ 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, then serving on the Board ▇▇▇▇▇▇▇▇▇ Funds may designate two (2) ▇▇▇▇▇▇▇▇▇ Nominees, one (1) of whom meets the qualifications to resign, effective immediately, from the Board be a ▇▇▇▇▇▇▇▇▇ Independent Director Nominee to become and from any committees or subcommittees thereof to which the Shareholder Designee is then appointed or on which he or she is then serving, and the right serve as members of the Shareholder to designate a Shareholder Designee shall terminate.respective Boards of Directors of the Company and each Bank Entity; (biii) 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 set forth in this AgreementSection 5(a), any Shareholder Designee designated by in no event shall the Shareholder pursuant ▇▇▇▇▇▇▇▇▇ Funds be entitled to Section 3.1(a) 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 resident in Ireland 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 aggregate Ownership Percentages of the ▇▇▇▇▇▇▇▇▇ 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 will nominate the ▇▇▇▇▇▇▇▇▇ Funds designee(s) (provided such Shareholder Designee serves person(s) meet(s) the qualifications to be a ▇▇▇▇▇▇▇▇▇ Independent Director Nominee or a ▇▇▇▇▇▇▇▇▇ Nominee, as applicable), for election, and shall recommend to the Company’s and each Bank Entity’s shareholders that they vote to elect such designee, to the Company’s Board of Directors and shall 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 legal and governance requirements regarding service as a Director; director and, if required, the reasonable approval of a board nominating committee (such approval not to be unreasonably withheld or delayed) and (ii) shall qualify as an “independent director” under applicable provisions to the extent consistent with the fiduciary duties of the Exchange Act Company’s and under applicable NASDAQ rules each Bank Entity’s Boards of Directors, the Company and regulationseach Bank Entity shall each use its commercially reasonable efforts to have the ▇▇▇▇▇▇▇▇▇ Funds designees elected as a director by 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 the applicable rules and regulations of the principal securities exchange on which the Ordinary Shares are then listed; (iii) would not, at the time of such designation, be required a ▇▇▇▇▇▇▇▇▇ Nominee ceases to disclose any information pursuant to Item 2(d) or (e) of Schedule 13D (as in effect on the date of this Agreement) if such Shareholder Designee were the “person filing” such Schedule 13D; (iv) shall not, at the time of such designation, be prohibited or disqualified from serving serve 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 the Companies Acts; and (v) shall, in the good faith judgment of the Nominating and Corporate Governance Committee of the Board (the “Nominating Committee”), satisfy the requirements set forth in the Company’s Organizational Documents and Corporate Governance Guidelines (as in effect from time to time), in each case as are applicable to all non-employee Directors generally. The Shareholder Designee shall, upon appointment or electionCompany and/or Bank, as the case may be, to for any reason, the Board, execute such agreements as are required Company shall cause the vacancy or vacancies created thereby to be executed filled by all non-employee Directors generally and shall otherwise abide appointment of an individual designated in writing by the provisions of all codes and policies of the Company that are applicable to all non-employee Directors generally, including, as applicable, the Company’s ▇▇▇▇▇▇▇▇▇ Funds, subject to the Company’s Board of Directors’ reasonable approval of the qualifications of such designated individual. If a ▇▇▇▇▇▇▇▇▇ PolicyIndependent Director Nominee or ▇▇▇▇▇▇▇▇▇ Nominee is nominated by the Company for election to the Board of Directors of the Company or any Bank Entity, policies requiring but fails to be elected, then subject to the pre-clearance proviso set forth in Section 5(d) below, the Company or the Bank Entity shall, as soon as practicable thereafter, increase the size of all securities trading activitysuch 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 respective Board of Directors shall 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 Section 5(d) or this Section 5(e) if it would cause the size of the Company’s Code Board of Conduct and Directors or any Bank Entity to exceed the maximum size permitted under the Company’s stock ownership policy. (c) During the Board Right Periodor such Bank Entity’s articles of incorporation or bylaws and, in such event, the Company shall use reasonable endeavors to procure, (i) at and/or the next scheduled meeting of the Board, which shall be validly noticed, the appointment of the Shareholder Designee to the Board; and (ii) thereafter, at each annual general meeting of shareholders of the Company occurring during the Board Right Period at which the term of the Shareholder Designee will expire in accordance with the Company’s Organizational Documents (whether by rotation or otherwise), the election or re-electionBank Entity, as the case may be, shall use its respective commercially reasonable efforts to amend its articles of incorporation or bylaws to increase the applicable Shareholder Designee number of directorships necessary to the Board, including by appoint such ▇▇▇▇▇▇▇▇▇ Independent Director Nominee or ▇▇▇▇▇▇▇▇▇ Nominee or such additional director (A) nominating such Shareholder Designee for election to serve as a Director as provided in this Agreement, (B) subject to compliance by the Shareholder with Section 3.1(f), including such nomination and other required information regarding such Shareholder Designee in the Company’s proxy materials for such meeting of shareholders and (C) soliciting or causing the solicitation of proxies in favor of the election of such Shareholder Designee as a Director, in the case of each of clauses (i) and (ii), for a term expiring at the next annual general meeting of shareholders at which members of the class of Directors to which the Shareholder Designee belongs are to be elected or re-elected, as the case may be, or until such Shareholder Designee’s successor shall have been elected and qualified, or at such earlier time, if any, as such Shareholder Designee may resign, retire, die or be removed (for any reason) as a Director. (d) Notwithstanding the foregoing, the Company shall not be obligated to procure the appointment of any individual to the Board pursuant to Section 3.1(c)(i) or to procure the election or re-election of any individual pursuant to Section 3.1(c)(ii) if such individual shall have previously been designated by the Shareholder pursuant to Section 3.1(a) and nominated by the Company for election or re-election, as the case may be, as a Director as provided in Section 3.1(c)(ii) (and provided that the Company shall have complied with its obligations set forth in Section 3.1(c)(ii) in respect thereof), andincluding, following 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 general meeting of shareholders, shall have failed to be elected or re-elected, as the case may be, as a Director by the requisite vote of the Company’s shareholders. (e) In furtherance of, and not in limitation to, the Shareholder’s rights in this Section 3.1, during the Board Right Period, (i) the Shareholder shall have the right (but not the obligation), upon written notice to the Company as provided in Section 3.1(a), to designate a Shareholder Designee to replace any Shareholder Designee who shall have resigned, retired, died or been removed from office (for any reason) or who, following the voting of shareholders at a meeting of shareholders of the Company shall have failed to be elected or re-elected, as the case may be, by the requisite vote of the Company’s shareholders; and (ii) the provisions of Sections 3.1(c) and 3.1(d) shall apply to, and the Company shall comply with its obligations contained therein in respect of, any such replacement Shareholder Designee. (f) Not less than one hundred twenty (120) days prior to The ▇▇▇▇▇▇▇▇▇ Nominees shall receive the anniversary 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 prior year’s annual general meeting of shareholders of the Company occurring during the Board Right Period at which other non-employee members of the class Board of Directors, and the ▇▇▇▇▇▇▇▇▇ Nominees shall be entitled to reimbursement for reasonable out-of-pocket expenses incurred in attending meetings of the Board of Directors to which the Shareholder Designee belongs are to be elected, the Shareholder shall (i) notify the Company in writing of the name of the Shareholder Designee to be nominated for election at such meeting and (ii) provide, or cause such Shareholder Designee to provideany committee thereof, to the Company, all information concerning such Shareholder Designee and his or her nomination to be elected same extent as a Director at such meeting as shall reasonably be required to (A) comply with applicable securities laws, the rules of NASDAQ or any other stock exchange on which securities non-employee members of the Board of Directors. The Company are then quoted or listed for trading shall notify the ▇▇▇▇▇▇▇▇▇ Nominees(s) of all regular meetings and the Companies Acts and (B) enable the Nominating Committee to make determinations with respect to such Shareholder Designee’s satisfaction special meetings of the requirements set forth Board of Directors (and each written consent in Section 3.1(b)(v); provided that the Nominating Committee shall make such determinations as promptly as practicable following receipt by the Company lieu of a meeting) and of all regular and special meetings of any committee of the notification Board of Directors (and information contemplated each written consent in clauses (ilieu of a meeting) to the same extent as other directors are so notified. The Company and (ii) each Bank Entity shall provide the ▇▇▇▇▇▇▇▇▇ Nominees with copies of this Section 3.1(f) all notices, minutes, consents, documents, information, presentations, data and other material that it provides to all other members of the Board of Directors concurrently as such materials are provided to the other members and shall promptly provide the Shareholder with written notice if the Nominating Committee determines that such Shareholder Designee does not satisfy such requirements (together with a other information as is reasonably detailed description of the basis on which the Nominating Committee shall have made such determination)requested. (g) During Effective upon the Board Right Periodexecution of this Investor Rights Agreement and continuing until the ▇▇▇▇▇▇▇▇▇ Nominees have been duly appointed to the Boards of Directors of each of the Company and each Bank Entity, the Company agrees and each Bank Entity covenant that their respective Boards of Directors shall not seek to fix the exact number of directors at any Shareholder Designee serving as a Director shall be entitled to the same rights, privileges and compensation applicable to all number other non-employee Directors generally or to which all such non-employee Directors are entitled, including any rights with respect to such Shareholder Designee’s term of office, and with respect to indemnification arrangements, directors and officers insurance coverage and other similar protections and expense reimbursementthan nine (9). (h) Notwithstanding anything in Effective upon the execution of this Section 3.1 Investor Rights Agreement and continuing until the ▇▇▇▇▇▇▇▇▇ Nominees have been duly appointed to the contraryBoard of Directors of the Company, (i) the Company covenants that it will not be obligated not, and its Board of Directors shall not, seek to take any action in respect have the Shareholders of any Shareholder Designee pursuant the Company consider an amendment to Sections 3.1(c)(ii) if the Shareholder shall Bylaws of the Company that would have failed, in any material respect, to provide, or cause to be provided, the notice and information required by clauses (i) and (ii) effect of Section 3.1(f); and (ii) in increasing the event that a breach maximum size of Article IV or Article V by the Shareholder Parent or the Shareholder shall have occurred and be continuing, in addition Board of Directors to any other remedies that the Company may have, the Shareholder’s right to designate a Shareholder Designee shall be suspended; provided, however, that such right shall be reinstated and become effective from and after the date on which any such default shall have been cured or remedied until a Board Right Termination Event occursnumber greater than eleven (11). (i) During 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 ▇▇▇▇▇▇▇▇▇ Nominees to the Board Right Period and except as required by applicable lawof Directors have been received, the Company shall not take any action will cause a sufficient number of its directors to cause resign from the removal (without cause) respective Boards of a Shareholder Designee serving as a DirectorDirectors of the Company and each Bank Entity to accommodate its obligations arising under this Agreement and the Clinton Investor Rights Agreement. The Shareholder Company and the Investor shall cause consult with each other regarding the Shareholder Designee respective resignations to resign or, if reasonably sufficient, recuse himself or herself any time ensure that the presence of such individual as a Shareholder Designee on the Board shall, in the reasonable judgment resulting board composition of the BoardCompany shall be appropriate and shall comply with the NASDAQ Marketplace Rules. From and after the closing of the Initial Series B Offering, reasonably any nominees by the Company to the Company’s and each Bank Entity’s Boards of Directors will meet the qualifications to be likely to violate applicable law a Company Independent Director Nominee or otherwise compromise the Board’s exercise of its fiduciary dutiesa Company Nominee, as applicable.

Board Representation. If: (i) the Plan of Arrangement is not completed in accordance with the terms of the Arrangement Agreement on or before August 31, 2016, or the Subscriber determines, acting reasonably, that the Plan of Arrangement will not be completed, and (ii) the Subscriber beneficially owns at least ten percent of the total issued and outstanding Common Shares (calculated on a non-diluted basis): (a) From and after the Closing Date until a Board Right Termination Event occurs (the “Board Right Period”), the Shareholder Subscriber shall have the right (but not the obligation), upon written notice to the Company, be entitled to designate one individual to serve on the Board (the “Shareholder DesigneeNominee”); provided, however, that such Shareholder Designee shall satisfy ) for election or appointment to the applicable requirements set forth in Section 3.1(b); provided, further, that if a Board Right Termination Event occurs, board of directors of the Shareholder shall promptly cause Corporation (the Shareholder Designee, if any, then serving on the Board “Board”) from time to resign, effective immediately, from the Board and from any committees or subcommittees thereof to which the Shareholder Designee is then appointed or on which he or she is then servingtime, and such Nominee shall meet the right of the Shareholder to designate a Shareholder Designee shall terminate.individual qualification requirements for directors under applicable laws; (b) Notwithstanding anything the Corporation shall take all steps as may be necessary to appoint the contrary set forth in this Agreement, any Shareholder Designee designated by the Shareholder pursuant to Section 3.1(a) (i) shall be resident in Ireland for so long as such Shareholder Designee serves as a Director; (ii) shall qualify as an “independent director” under applicable provisions of the Exchange Act and under applicable NASDAQ rules and regulations, or the applicable rules and regulations of the principal securities exchange on which the Ordinary Shares are then listed; (iii) would not, at the time of such designation, be required to disclose any information pursuant to Item 2(d) or (e) of Schedule 13D (as in effect on the date of this Agreement) if such Shareholder Designee were the “person filing” such Schedule 13D; (iv) shall not, at the time of such designation, be prohibited or disqualified 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 the Companies Acts; and (v) shall, in the good faith judgment of the Nominating and Corporate Governance Committee of the Board (the “Nominating Committee”), satisfy the requirements set forth in the Company’s Organizational Documents and Corporate Governance Guidelines (as in effect from time to time), in each case as are applicable to all non-employee Directors generally. The Shareholder Designee shall, upon appointment or election, as the case may be, Nominee to the Board, execute such agreements as are required soon as reasonably possible after the Subscriber indicates its desire to be executed by all non-employee Directors generally and shall otherwise abide by nominate a person as the provisions of all codes and policies of the Company that are applicable to all non-employee Directors generally, including, as applicable, the Company’s ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Policy, policies requiring the pre-clearance of all securities trading activity, the Company’s Code of Conduct and the Company’s stock ownership policy.Nominee; (c) During the Board Right Period, the Company shall use reasonable endeavors to procure, (i) at the next scheduled meeting of the Board, which shall be validly noticed, the appointment of the Shareholder Designee to the Board; and (ii) thereafter, at each first annual general meeting of shareholders of the Company occurring during Corporation following the Board Right Period at which end of the initial term of the Shareholder Designee will expire in accordance with the Company’s Organizational Documents (whether by rotation or otherwise), the election or re-election, as the case may be, Nominee at which directors of the applicable Shareholder Designee to the Board, including by (A) nominating such Shareholder Designee for election to serve as a Director as provided in this Agreement, (B) subject to compliance by the Shareholder with Section 3.1(f), including such nomination and other required information regarding such Shareholder Designee in the Company’s proxy materials for such meeting of shareholders and (C) soliciting or causing the solicitation of proxies in favor of the election of such Shareholder Designee as a Director, in the case of each of clauses (i) and (ii), for a term expiring at the next annual general meeting of shareholders at which members of the class of Directors to which the Shareholder Designee belongs Corporation are to be elected or re-elected, as the case may be, or until such Shareholder Designee’s successor shall have been elected and qualified, or at such earlier time, if any, as such Shareholder Designee may resign, retire, die or be removed (for any reason) as a Director. (d) Notwithstanding the foregoing, the Company shall not be obligated to procure the appointment of any individual to the Board pursuant to Section 3.1(c)(i) or to procure the election or re-election of any individual pursuant to Section 3.1(c)(ii) if such individual shall have previously been designated by the Shareholder pursuant to Section 3.1(a) and nominated by the Company for election or re-election, as the case may be, as a Director as provided in Section 3.1(c)(ii) (and provided that the Company shall have complied with its obligations set forth in Section 3.1(c)(ii) in respect thereof), and, following the vote of shareholders at the annual general meeting of shareholders, shall have failed to be elected or re-elected, as the case may be, as a Director by the requisite vote of the Company’s shareholders. (e) In furtherance of, and not in limitation to, the Shareholder’s rights in this Section 3.1, during the Board Right Period, (i) the Shareholder shall have the right (but not the obligation), upon written notice to the Company as provided in Section 3.1(a), to designate a Shareholder Designee to replace any Shareholder Designee who shall have resigned, retired, died or been removed from office (for any reason) or who, following the voting of shareholders at a each meeting of shareholders of the Company shall have failed to be elected or re-elected, as the case may be, by the requisite vote of the Company’s shareholders; and (ii) the provisions of Sections 3.1(c) and 3.1(d) shall apply to, and the Company shall comply with its obligations contained therein in respect of, any such replacement Shareholder Designee. (f) Not less than one hundred twenty (120) days prior to the anniversary of the prior year’s annual general meeting of shareholders of the Company occurring during the Board Right Period Corporation thereafter at which members of the class of Directors to which the Shareholder Designee belongs directors are to be elected, the Shareholder Corporation shall cause the Nominee to be included in the slate of nominees proposed by the Corporation to the shareholders of the Corporation for election as directors, and shall use commercially reasonable efforts to cause the election of such Nominee to the Board; (id) the Corporation shall notify the Company in writing the Subscriber at least 30 days before publicly filing the management information circular in respect of any meeting of the shareholders of the Corporation at which directors of the Corporation are to be elected and the Subscriber shall advise the Corporation and the Board of the Nominee within 15 days after receiving such notice; (e) if the Subscriber does not advise the Board of the name of the Shareholder Designee to be nominated for election at such meeting and (ii) provide, or cause such Shareholder Designee to provide, to Nominee within the Company, all information concerning such Shareholder Designee and his or her nomination to be elected as a Director at such meeting as shall reasonably be required to (A) comply with applicable securities laws, the rules of NASDAQ or any other stock exchange on which securities of the Company are then quoted or listed for trading and the Companies Acts and (B) enable the Nominating Committee to make determinations with respect to such Shareholder Designee’s satisfaction of the requirements time set forth in Section 3.1(b)(v10(d); provided that , then the Nominating Committee Subscriber shall make such determinations be deemed to have designated its incumbent nominee for nomination for election at the relevant meeting of shareholders; (f) if the Nominee ceases to hold office as promptly as practicable following receipt by the Company a director of the notification Corporation, for any reason, the Subscriber shall be entitled to nominate a replacement Nominee and information contemplated in clauses (i) and (ii) of this Section 3.1(f) and the Corporation shall promptly provide take all steps as may be necessary to appoint such replacement Nominee to the Shareholder with written notice if the Nominating Committee determines that such Shareholder Designee does not satisfy such requirements (together with a reasonably detailed description of the basis on which the Nominating Committee shall have made such determination).Board; (g) During so long as a Nominee serves as a member of the Board, such Nominee shall be eligible to serve on any committee of the Board, provided that such Nominee satisfies the eligibility criteria for such committee and the Board Right Period, has approved of the Company agrees that any Shareholder Designee Nominee serving as a Director shall be entitled to the same rights, privileges and compensation applicable to all other non-employee Directors generally or to which all member of such non-employee Directors are entitled, including any rights with respect to such Shareholder Designee’s term of office, and with respect to indemnification arrangements, directors and officers insurance coverage and other similar protections and expense reimbursement.committee; and (h) Notwithstanding anything in this Section 3.1 to the contrary, (i) the Company will not be obligated to take any action in respect of any Shareholder Designee pursuant to Sections 3.1(c)(ii) if the Shareholder shall have failed, in any material respect, to provide, or cause to be provided, the notice and information required by clauses (i) and (ii) of Section 3.1(f); and (ii) in the event that a breach of Article IV or Article V by the Shareholder Parent or the Shareholder shall have occurred and be continuing, in addition to any other remedies that the Company may have, the Shareholder’s right to designate a Shareholder Designee Nominee shall be suspended; provided, however, that such right shall be reinstated provided with equivalent directors’ insurance and become effective from and after indemnification as the date on which any such default shall have been cured or remedied until a Board Right Termination Event occurs. (i) During the Board Right Period and except as required by applicable law, the Company shall not take any action to cause the removal (without cause) of a Shareholder Designee serving as a Director. The Shareholder shall cause the Shareholder Designee to resign or, if reasonably sufficient, recuse himself or herself any time the presence of such individual as a Shareholder Designee on the Board shall, in the reasonable judgment other members of the Board, reasonably be likely to violate applicable law or otherwise compromise the Board’s exercise of its fiduciary duties.

Board Representation. (a) From Pursuant to the Acquisition Agreement and after in accordance with the Closing Date until a Board Right Termination Event occurs terms thereof, the Stockholder has designated one Director (the “Board Right PeriodStockholder Designee”), the Shareholder shall have the right (but not the obligation), upon written notice to the Company, to designate one individual ) to serve on the Board until the next meeting of stockholders of the Company at which directors are elected. Thereafter, the Stockholder shall have the right to designate the Stockholder Designee or a successor thereto and, as long as such Stockholder Designee satisfies the requirements of Section 3.1(b), the governance guidelines of the Company, as in effect from time to time and is otherwise reasonably acceptable to the Board and the Corporate Governance and Nominating Committee of the Board (including any successor committee, the “Shareholder DesigneeNominating Committee”), the Company shall use its reasonable best efforts to cause the Stockholder Designee to be included in the slate of Directors approved by the Board for election at each meeting of stockholders of the Company at which directors are elected; provided, however, that such Shareholder Designee if for any period greater than 30 consecutive days the Stockholder shall satisfy Beneficially Own Voting Securities representing less than the applicable requirements set forth in Section 3.1(b); provided, further, that if a Board Right Termination Event occursOwnership Threshold, the Shareholder Stockholder shall promptly cause the Shareholder Designee, if any, then serving on the Board Stockholder Designee to resign, effective immediately, from the Board and from any committees or subcommittees thereof to which the Shareholder Designee is then appointed or on which he or she is then serving, resign and the contractual right of the Shareholder Stockholder to designate a Shareholder Designee Director pursuant to this Section 3.1(a) or otherwise shall terminate. (b) Notwithstanding anything to The Stockholder Designee shall, in the contrary set forth in this Agreementreasonable judgment of the Nominating Committee and the Board, any Shareholder Designee designated by the Shareholder pursuant to Section 3.1(a) (i) shall be resident in Ireland for so long as such Shareholder Designee serves have the requisite skill and experience to serve as a Director; director of a publicly traded company, (ii) shall qualify as an “independent director” under applicable provisions of the Exchange Act and under applicable NASDAQ rules and regulations, or the applicable rules and regulations of the principal securities exchange on which the Ordinary Shares are then listed; (iii) would not, at the time of such designation, be required to disclose any information pursuant to Item 2(d) or (e) of Schedule 13D (as in effect on the date of this Agreement) if such Shareholder Designee were the “person filing” such Schedule 13D; (iv) shall not, at the time of such designation, not be prohibited or disqualified from serving as a director of a public company the Board pursuant to any applicable rule or regulation of the SEC or NASDAQ NYSE or pursuant to by applicable law, including the Companies Acts; and (viii) shall, in satisfy the good faith judgment governance guidelines of the Nominating and Corporate Governance Committee of the Board (the “Nominating Committee”)Company, satisfy the requirements set forth in the Company’s Organizational Documents and Corporate Governance Guidelines (as in effect from time to time), and the Organizational Documents of the Company and otherwise satisfy the qualification standards to serve as a Director set forth in each case the Company’s Corporate Governance Guidelines, as are applicable they may be amended from time to all non-employee Directors generallytime. The Shareholder Designee Stockholder shall, upon appointment or electionand shall cause the Stockholder Designee to, as timely provide the case may be, Company with accurate and complete information relating to the Board, execute such agreements as are Stockholder and the Stockholder Designee that may be required to be executed by all non-employee Directors generally and shall otherwise abide disclosed by the provisions of all codes and policies of Company under the Securities Act or the Exchange Act, including such information required to be furnished by the Company that are applicable with respect to all non-employee Directors generallythe Stockholder Designee in a proxy statement pursuant to Rule 14a-101 promulgated under the Exchange Act. In addition, including, as applicable, at the Company’s ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Policyrequest, policies requiring the pre-clearance of all securities trading activity, Stockholder shall cause the Stockholder Designee to complete and execute the Company’s Code director and officer questionnaire prior to being admitted to the Board or standing for reelection at an annual meeting of Conduct and stockholders or at such other time as may be reasonably requested by the Company’s stock ownership policy. (c) During the Board Right Period, the Company shall use reasonable endeavors Not less than 120 days prior to procure, (i) at the next scheduled each meeting of the Board, which shall be validly noticed, the appointment of the Shareholder Designee to the Board; and (ii) thereafter, at each annual general meeting of shareholders stockholders of the Company occurring during the Board Right Period at which the term of the Shareholder Designee will expire in accordance with the Company’s Organizational Documents (whether by rotation or otherwise), the election or re-election, as the case may be, of the applicable Shareholder Designee to the Board, including by (A) nominating such Shareholder Designee for election to serve as a Director as provided in this Agreement, (B) subject to compliance by the Shareholder with Section 3.1(f), including such nomination and other required information regarding such Shareholder Designee in the Company’s proxy materials for such meeting of shareholders and (C) soliciting or causing the solicitation of proxies in favor of the election of such Shareholder Designee as a Director, in the case of each of clauses (i) and (ii), for a term expiring at the next annual general meeting of shareholders at which members of the class of Directors to which the Shareholder Designee belongs directors are to be elected or re-elected, as the case may be, or until such Shareholder Designee’s successor (assuming for these purposes that each annual meeting shall have been elected and qualified, or at such earlier time, if any, as such Shareholder Designee may resign, retire, die or be removed (for any reason) as a Director. (d) Notwithstanding the foregoing, the Company shall not be obligated to procure the appointment of any individual to the Board pursuant to Section 3.1(c)(i) or to procure the election or re-election of any individual pursuant to Section 3.1(c)(ii) if such individual shall have previously been designated by the Shareholder pursuant to Section 3.1(a) and nominated by the Company for election or re-election, as the case may be, as a Director as provided in Section 3.1(c)(ii) (and provided that the Company shall have complied with its obligations set forth in Section 3.1(c)(ii) in respect thereof), and, following the vote of shareholders at the annual general meeting of shareholders, shall have failed to be elected or re-elected, as the case may be, as a Director by the requisite vote of the Company’s shareholders. (e) In furtherance of, and not in limitation to, the Shareholder’s rights in this Section 3.1, during the Board Right Period, (i) the Shareholder shall have the right (but not the obligation), upon written notice to the Company as provided in Section 3.1(a), to designate a Shareholder Designee to replace any Shareholder Designee who shall have resigned, retired, died or been removed from office (for any reason) or who, following the voting of shareholders at a meeting of shareholders of the Company shall have failed to be elected or re-elected, as the case may be, by the requisite vote of the Company’s shareholders; and (ii) the provisions of Sections 3.1(c) and 3.1(d) shall apply to, and the Company shall comply with its obligations contained therein in respect of, any such replacement Shareholder Designee. (f) Not less than one hundred twenty (120) days prior to held on the anniversary of the prior year’s annual general meeting of shareholders of meeting), the Stockholder shall provide the Company occurring during the Board Right Period at which members of the class of Directors to which the Shareholder Designee belongs are to be elected, the Shareholder shall (i) notify the Company in writing with written notice of the name of the Shareholder Stockholder Designee to be nominated for election at such meeting meeting. If it is determined that a Stockholder Designee does not satisfy the requirements of Section 3.1(a) and (ii) provide3.1(b), or cause if such Shareholder Stockholder Designee is not available or eligible to providestand for election, then the Stockholder may attempt to the Company, all information concerning name an acceptable and available replacement designee and any such Shareholder Designee and his or her nomination to be elected as a Director at such meeting as shall reasonably be required to (A) comply with applicable securities laws, the rules of NASDAQ or any other stock exchange on which securities of the Company are then quoted or listed for trading and the Companies Acts and (B) enable the Nominating Committee to make determinations with respect to such Shareholder Designee’s satisfaction of designee satisfying the requirements set forth in Section 3.1(b)(v); herein will be included as a nominee for election at such meeting if written notice of the name of such Stockholder Designee is provided that the Nominating Committee shall make such determinations as promptly as practicable following receipt by to the Company within a reasonable period of time prior to the mailing of the notification and information contemplated in clauses proxy statement for such meeting. (d) Following the Closing, upon the resignation, retirement or other removal from office of the Stockholder Designee, (i) the Stockholder shall be entitled promptly to designate a replacement Stockholder Designee who satisfies the requirements of Section 3.1(a) and Section 3.1(b) and (ii) the Company shall use its reasonable best efforts to cause the appointment or election of this such replacement designee as a Director; provided that this Section 3.1(f3.1 (d) and shall promptly provide not require the Shareholder with written notice if Company to cause the Nominating Committee determines that appointment to the Board of a Stockholder Designee to replace a Stockholder Designee who has resigned from the Board following the failure of such Shareholder Stockholder Designee does not satisfy such requirements (together with a reasonably detailed description to be elected to the Board by the requisite vote of the basis on which stockholders of the Nominating Committee shall have made Company. If such determination). (g) During Stockholder Designee is not appointed, at the Board Right Periodrequest of the Stockholder, the Company agrees that any Shareholder Designee serving as a Director shall be entitled to will discuss with the same 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 such Shareholder Stockholder the appointment of an alternative Stockholder Designee’s term of office, and with respect to indemnification arrangements, directors and officers insurance coverage and other similar protections and expense reimbursement. (h) Notwithstanding anything in this Section 3.1 to the contrary, (i) the Company will not be obligated to take any action in respect of any Shareholder Designee pursuant to Sections 3.1(c)(ii) if the Shareholder shall have failed, in any material respect, to provide, or cause to be provided, the notice and information required by clauses (i) and (ii) of Section 3.1(f); and (ii) in the event that a breach of Article IV or Article V by the Shareholder Parent or the Shareholder shall have occurred and be continuing, in addition to any other remedies that the Company may have, the Shareholder’s right to designate a Shareholder Designee shall be suspended; provided, however, that such right shall be reinstated and become effective from and after the date on which any such default shall have been cured or remedied until a Board Right Termination Event occurs. (i) During the Board Right Period and except as required by applicable law, the Company shall not take any action to cause the removal (without cause) of a Shareholder Designee serving as a Director. The Shareholder shall cause the Shareholder Designee to resign or, if reasonably sufficient, recuse himself or herself any time the presence of such individual as a Shareholder Designee on the Board shall, in the reasonable judgment of the Board, reasonably be likely to violate applicable law or otherwise compromise the Board’s exercise of its fiduciary duties.

Board Representation. (a) From and after the Closing Date until a Board Right Termination Event occurs (the “Board Right Period”)Effective Date, the Shareholder RTL shall have the right (but not the obligation), upon written notice to the Company, to designate one individual to serve on the Board (the “Shareholder Designee”); provided, however, that such Shareholder Designee shall satisfy the applicable requirements set forth in Section 3.1(b); provided, further, that if a Board Right Termination Event occurs, the Shareholder shall promptly cause the Shareholder Designee, if any, then serving on the Board to resign, effective immediately, from the Board and from any committees or subcommittees thereof to which the Shareholder Designee is then appointed or on which he or she is then servingmore individuals as Directors, and the Company shall ensure that, at all times when RTL has the right of the Shareholder to designate a Shareholder Designee shall terminate. (b) Notwithstanding anything one or more Directors pursuant to the contrary set forth in this Agreement, any Shareholder Designee designated slate of nominees recommended by the Shareholder pursuant to Section 3.1(a) Board includes the following individuals: (i) shall be resident in Ireland for so long as RTL and its Affiliates hold a minimum of 9.0% of the Voting Securities, one nominee designated by RTL; and (ii) for so long as RTL and its Affiliates hold a minimum of 15.0% of the Voting Securities, two nominees designated by RTL; and (iii) for so long as RTL and its Affiliates hold a minimum of 24.9% of the Voting Securities, three nominees designated by RTL; provided that, (x) for so long as RTL shall be entitled to designate three nominees under Section 2.1(a)(iii) above, at least one RTL Director must be Independent and (y) if RTL fails to designate a nominee to serve as a member of the Board pursuant to this Section 2.1(a) prior to the 45th day before the meeting of stockholders to elect Directors, the RTL Director previously holding such Shareholder Designee serves directorship shall be deemed the RTL Nominee unless no such RTL Director has otherwise previously been appointed to serve as a Director; (ii) shall qualify as an “independent director” under applicable provisions of the Exchange Act and under applicable NASDAQ rules and regulations, or the applicable rules and regulations of the principal securities exchange on which the Ordinary Shares are then listed; (iii) would not, at the time of such designation, be required to disclose any information pursuant to Item 2(d) or (e) of Schedule 13D (as in effect on the date of this Agreement) if such Shareholder Designee were the “person filing” such Schedule 13D; (iv) shall not, at the time of such designation, be prohibited or disqualified 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 the Companies Acts; and (v) shall, in the good faith judgment of the Nominating and Corporate Governance Committee of which case the Board (the “Nominating Committee”), satisfy the requirements set forth in the Company’s Organizational Documents and Corporate Governance Guidelines (as in effect from time shall be free to time), in each case as are applicable to all non-employee Directors generallynominate such Director at its discretion. The Shareholder Designee shall, upon appointment or election, as the case may be, to the Board, execute such agreements as are required to be executed by all non-employee Directors generally and shall otherwise abide by the provisions of all codes and policies of the Company that are applicable to all non-employee Directors generally, including, as applicable, the Company’s RTL hereby designates ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Policyas the initial RTL Nominee, policies requiring the pre-clearance of all securities trading activity, the Company’s Code of Conduct and the Company’s stock ownership policy. (c) During the Board Right Period, the Company shall use reasonable endeavors cause such RTL Nominee to procure, (i) at the next scheduled meeting of be appointed to the Board, which shall be validly noticed, the appointment of the Shareholder Designee effective immediately. No less than five (5) Business Days prior to the Board; and Initial Closing (ii) thereafteras defined in the Securities Purchase Agreement), at each annual general meeting of shareholders of RTL will notify the Company occurring during of its proposed nominee that will be appointed to the Board Right Period at which the term of Initial Closing pursuant to Section 2.1(a)(ii) above, and the Shareholder Designee will expire Company shall evaluate such nominee in accordance with the Company’s Organizational Documents (whether by rotation or otherwisestandards set forth in Section 2.1(b) below. Until termination of this Section 2.1(a), the election or re-election, as Company will cause the case may be, size of the applicable Shareholder Designee Board not to exceed ten (10) Directors without obtaining the prior written consent of RTL. (b) RTL shall exercise its right to designate any RTL Director set forth in Section 2.1(a) above by submitting the names of any proposed candidates to the Nominating and Corporate Governance Committee of the Board, including . The Nominating and Corporate Governance Committee of the Board may only reject a candidate proposed by (A) nominating RTL if such Shareholder Designee for election candidate is manifestly unsuitable to serve as a Director as provided in this Agreement, (B) subject to compliance by the Shareholder with Section 3.1(f), including such nomination and other required information regarding such Shareholder Designee in the Company’s proxy materials for such meeting reason of shareholders and (C) soliciting prior criminal or causing the solicitation civil misconduct or demonstrable lack of proxies in favor qualification. Upon exercise of the election of such Shareholder Designee as a Director, in the case of each of clauses (i) and (ii), for a term expiring at the next annual general meeting of shareholders at which members of the class of Directors right to which the Shareholder Designee belongs are to be elected or re-elected, as the case may be, or until such Shareholder Designee’s successor shall have been elected and qualified, or at such earlier time, if any, as such Shareholder Designee may resign, retire, die or be removed (for designate any reason) as a Director. (d) Notwithstanding the foregoing, the Company shall not be obligated to procure the appointment of any individual to the Board pursuant to Section 3.1(c)(i) or to procure the election or re-election of any individual pursuant to Section 3.1(c)(ii) if such individual shall have previously been designated by the Shareholder pursuant to Section 3.1(a) and nominated by the Company for election or re-election, as the case may be, as a RTL Director as provided in Section 3.1(c)(ii) (and provided that the Company shall have complied with its obligations set forth in Section 3.1(c)(ii2.1(a) in respect thereofand approval of the nominee by the Nominating and Corporate Governance Committee of the Board, the Board shall, as needed and subject to the last sentence of Section 2.1(a) above, promptly increase the size of the Board to create the number of vacancies necessary to appoint and elect such RTL Director(s), andand upon creation of such vacancy or vacancies, following to appoint and elect such RTL Director(s) pursuant to the vote applicable provisions of shareholders at the Certificate of Incorporation and Bylaws. At each annual general or special meeting of shareholders, shall have failed to be elected or re-elected, as the case may be, as a Director by the requisite vote of the Company’s shareholders. (e) In furtherance of, and not in limitation to, the Shareholder’s rights in this Section 3.1, during the Board Right Period, (i) the Shareholder shall have the right (but not the obligation), upon written notice to the Company as provided in Section 3.1(a), to designate a Shareholder Designee to replace any Shareholder Designee who shall have resigned, retired, died or been removed from office (for any reason) or who, following the voting of shareholders at a meeting of shareholders stockholders of the Company shall have failed to be elected or re-elected, as the case may be, by the requisite vote of the Company’s shareholders; and (ii) the provisions of Sections 3.1(c) and 3.1(d) shall apply to, and the Company shall comply with its obligations contained therein in respect of, any such replacement Shareholder Designee. (f) Not less than one hundred twenty (120) days prior to the anniversary of the prior year’s annual general meeting of shareholders of the Company occurring during the Board Right Period at which members of the class of Directors to which the Shareholder Designee belongs are to be elected, the Shareholder shall (iCompany will include in the slate of nominees recommended by the Board and the Nominating and Corporate Governance Committee of the Board and in the Company’s proxy statement or notice of such meeting all of the RTL Directors designated pursuant to Section 2.1(a) notify and approved by the Nominating and Corporate Governance Committee of the Board, and both the Company and RTL shall use their respective reasonable best efforts to cause, and RTL shall vote all of its Voting Securities then owned or held in writing of favor of, the name of the Shareholder Designee to be nominated for election at such meeting and (ii) provide, or cause such Shareholder Designee to provide, to the CompanyBoard of each of those nominees recommended by the Board, all information concerning such Shareholder Designee and his or her nomination which shall include those RTL Nominees to be elected as a Director at such meeting RTL Directors as shall reasonably be required to provided in this Agreement. (Ac) comply with applicable securities lawsTo the extent permitted by Law (including under the NASDAQ Rules, the rules Securities Act and the Exchange Act), at least one RTL Director will be appointed as a member of NASDAQ or any other stock exchange on which securities each committee of the Company are then quoted or listed for trading Board (including without limitation any ad hoc committee of the Board). If there is only one RTL Director, RTL and the Companies Acts and Company will discuss in good faith appropriate committee representation (B) enable the Nominating Committee to make determinations with respect to such Shareholder Designee’s satisfaction of the requirements set forth in Section 3.1(b)(v); provided that the Nominating Committee shall make such determinations as promptly as practicable following receipt by the Company of the notification and information contemplated in clauses (i) and (ii) of this Section 3.1(f) and shall promptly provide the Shareholder with written notice if the Nominating Committee determines it being understood that such Shareholder Designee does not satisfy such requirements RTL Director will be entitled to serve on each committee to the extent desired by RTL and to the extent permitted by Law (together with a reasonably detailed description of including under the basis on which NASDAQ Rules, the Nominating Committee shall have made such determinationSecurities Act and the Exchange Act)). (gd) During If a vacancy is created at any time by the death, disability, retirement, resignation or removal (with or without cause) of any Director who is a RTL Director, then the Company, the Board Right Periodand RTL will take all actions necessary to cause the vacancy to be filled as soon as practicable by a new RTL Director who is nominated in the manner specified in this Section 2.1. (e) If RTL ceases to have the right to nominate one or more Directors in accordance with this Section 2.1, then RTL shall use its reasonable best efforts to cause the removal or resignation of the applicable number of RTL Directors at the earliest possible time. (f) Upon the written request of any RTL Director, the Company agrees that any Shareholder Designee serving as a Director shall be entitled to the same rights, privileges will promptly execute 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 deliver to such Shareholder Designee’s term RTL Director an indemnification agreement either, at the election of office, and with respect to indemnification arrangements, directors and officers insurance coverage and other similar protections and expense reimbursement. (h) Notwithstanding anything in this Section 3.1 to the contraryRTL Director, (i) in the form of the Company’s current form of director indemnification agreement (or a modified version of such form proposed by the Company will not be obligated that is no less favorable to take any action in respect of any Shareholder Designee pursuant to Sections 3.1(c)(iithe RTL Director) if the Shareholder shall have failed, in any material respect, to provide, or cause to be provided, the notice and information required by clauses (i) and (ii) of Section 3.1(f); and (ii) in the event that a breach of Article IV or Article V by the Shareholder Parent or the Shareholder shall have occurred and be continuing, in addition to form entered into between any other remedies that Director and the Company may have, that is no less favorable to the ShareholderDirector than the Company’s right to designate a Shareholder Designee shall be suspended; provided, however, that such right shall be reinstated and become effective from and after the date on which any such default shall have been cured or remedied until a Board Right Termination Event occurscurrent form. (i) During the Board Right Period and except as required by applicable law, the Company shall not take any action to cause the removal (without cause) of a Shareholder Designee serving as a Director. The Shareholder shall cause the Shareholder Designee to resign or, if reasonably sufficient, recuse himself or herself any time the presence of such individual as a Shareholder Designee on the Board shall, in the reasonable judgment of the Board, reasonably be likely to violate applicable law or otherwise compromise the Board’s exercise of its fiduciary duties.

Board Representation. (i) Prior to the effectiveness of the Merger, the Manager will identify to HEOP and Heritage Oaks Bank (“HEOP Bank”) in writing two (2) candidates (the “Manager Nominees”) to serve on the Board of Directors of HEOP (the “HEOP Board”) and the Board of Directors of the HEOP Bank (the “Bank Board”). Upon the effectiveness of the Merger, HEOP will appoint each such Manager Nominee to the HEOP Board and to the Bank Board, subject to: (a) such Manager Nominee being qualified to serve as a member of the HEOP Board and the Bank Board under all applicable corporate governance policies or guidelines of HEOP and HEOP Bank, and applicable legal, regulatory and stock market requirements, and (b) the receipt of any necessary regulatory approvals, if any. (ii) From and after the Closing Date until Merger, and for so long as the 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 the common stock of HEOP (“Investors’ Beneficial Ownership”) is equal to 14.9% or more, HEOP will take all lawful action to (i) elect the Manager Nominees designated in writing by the Manager who qualify to serve as a member of the Bank Board Right Termination Event occurs under all applicable corporate governance policies or guidelines of HEOP Bank, and applicable legal, regulatory and stock market requirements, to the Bank Board and (ii) nominate and recommend to its shareholders the Manager Nominees for election to the HEOP Board at HEOP’s annual meeting of shareholders, subject to such Manager Nominee being qualified to serve as a member of the HEOP Board under all applicable corporate governance policies or guidelines of HEOP, and applicable legal, regulatory and stock market requirements and subject to the reasonable approval of the Nominating and Governance Committee of the HEOP Board (such approval not to be unreasonably withheld or delayed). HEOP shall use its reasonable best efforts to cause the Manager Nominees to be elected as directors of HEOP, and HEOP shall solicit proxies for each such person to the same extent as it does for any of its other nominees to the HEOP Board. The Manager shall notify HEOP of its proposed Manager Nominee(s) to the HEOP Board, in writing, no later than the latest date on which shareholders of HEOP may make nominations to the HEOP Board in accordance with the bylaws of HEOP, together with all information concerning such nominee(s) reasonably requested by HEOP, so that HEOP can comply with applicable disclosure rules (the “Board Right Period”), the Shareholder shall have the right (but not the obligation), upon written notice to the Company, to designate one individual to serve on the Board (the “Shareholder DesigneeNominee Disclosure Information”); provided, however, provided that in the event the Manager fails to provide any such Shareholder Designee shall satisfy the applicable requirements set forth in Section 3.1(b); provided, further, that if a Board Right Termination Event occursnotice, the Shareholder Manager Nominee(s) shall promptly cause be the Shareholder Designee, if any, person(s) then serving on as the Board Manager Nominee(s) as long as the Manager provides the Nominee Disclosure Information to resign, effective immediately, from the Board and from any committees or subcommittees thereof to which the Shareholder Designee is then appointed or on which he or she is then serving, and the right of the Shareholder to designate a Shareholder Designee shall terminateHEOP promptly upon request by HEOP. (biii) Notwithstanding anything At such time as the Investors’ Beneficial Ownership is less than 14.9% but more than 6%, the Manager shall continue to have the rights under subsection 1(ii) above, but only with respect to one (1) director, and at the written request of the HEOP Board, the Manager shall use its reasonable best efforts to cause one of the Manager Nominees to resign from the HEOP Board as promptly as possible thereafter, and at the written request of the Bank Board, the Manager shall use its reasonable best efforts to cause one of the Manager Nominees to resign from the Bank Board as promptly as possible thereafter. At such time as the Investors’ Beneficial Ownership is less than 6%, the Manager will have no further rights under this letter agreement, and at the written request of the HEOP Board, the Manager shall use its reasonable best efforts to cause the remaining Manager Nominee to resign from the HEOP Board as promptly as possible thereafter, and at the written request of the Bank Board, the Manager shall use its reasonable best efforts to cause the remaining Manager Nominee to resign from the Bank Board as promptly as possible thereafter. (iv) If any Manager Nominee ceases to serve as a director of the HEOP Board and/or the Bank Board for any reason (other than due to the contrary fact that the Investors’ Beneficial Ownership falls below the thresholds set forth in this Agreementletter agreement), any Shareholder Designee HEOP shall use its reasonable best efforts to take all action required to fill the vacancy or vacancies created thereby with an individual designated by the Shareholder pursuant Manager (a “Manager Successor Designee”) to Section 3.1(a) (i) shall be resident serve in Ireland place of such Manager Nominee for so long as such Shareholder Designee serves as a Director; (ii) shall qualify as an “independent director” under applicable provisions the remainder of the Exchange Act and under applicable NASDAQ rules and regulationsterm that the Manager Nominee who is being replaced would have served if he or she had not been replaced, or the applicable rules and regulations of the principal securities exchange on which the Ordinary Shares are then listed; (iii) would not, at the time of subject to such designation, be required to disclose any information pursuant to Item 2(d) or (e) of Schedule 13D (as in effect on the date of this Agreement) if such Shareholder Manager Successor Designee were the “person filing” such Schedule 13D; (iv) shall not, at the time of such designation, be prohibited or disqualified 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 the Companies Acts; and (v) shall, in the good faith judgment of the Nominating and Corporate Governance Committee of the Board (the “Nominating Committee”), satisfy the requirements set forth in the Company’s Organizational Documents and Corporate Governance Guidelines (as in effect from time to time), in each case as are applicable to all non-employee Directors generally. The Shareholder Designee shall, upon appointment or election, as the case may be, to the Board, execute such agreements as are required to be executed by all non-employee Directors generally and shall otherwise abide by the provisions of all codes and policies of the Company that are applicable to all non-employee Directors generally, including, as applicable, the Company’s ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Policy, policies requiring the pre-clearance of all securities trading activity, the Company’s Code of Conduct and the Company’s stock ownership policy. (c) During the Board Right Period, the Company shall use reasonable endeavors to procure, (i) at the next scheduled meeting of the Board, which shall be validly noticed, the appointment of the Shareholder Designee to the Board; and (ii) thereafter, at each annual general meeting of shareholders of the Company occurring during the Board Right Period at which the term of the Shareholder Designee will expire in accordance with the Company’s Organizational Documents (whether by rotation or otherwise), the election or re-election, as the case may be, of the applicable Shareholder Designee to the Board, including by (A) nominating such Shareholder Designee for election being qualified to serve as a Director as member of the HEOP Board and the Bank Board under all applicable corporate governance policies or guidelines of HEOP and HEOP Bank, and applicable legal, regulatory and stock market requirements. (v) Subject to subsection 1(vi) below, if a Manager Nominee is nominated by HEOP but not elected to the HEOP Board, HEOP shall immediately increase the size of the HEOP Board and appoint an individual designated by the Manager (such individual to be different from the individual who was not elected by the shareholders of HEOP) to the HEOP Board. (vi) Anything to the contrary provided in this AgreementSection 1 notwithstanding, (B) subject to compliance by the Shareholder with Section 3.1(f), including such nomination and other required information regarding such Shareholder Designee no increase in the Company’s proxy materials for such meeting of shareholders and (C) soliciting or causing the solicitation of proxies in favor size of the election of such Shareholder Designee as a Director, in HEOP Board shall be required by this Section 1 if it would cause the case of each of clauses (i) and (ii), for a term expiring at the next annual general meeting of shareholders at which members size of the class HEOP Board to exceed the maximum size permitted under HEOP’s articles of Directors incorporation or bylaws; provided that HEOP shall use its reasonable best efforts to which amend such articles of incorporation or bylaws to increase the Shareholder Designee belongs are number of directorships necessary to be elected or re-elected, as appoint the case may be, or until such Shareholder Designee’s successor shall have been elected and qualified, or at such earlier time, if any, as such Shareholder Designee may resign, retire, die or be removed (for any reason) as a Director. (d) Notwithstanding the foregoing, the Company shall not be obligated to procure the appointment of any individual to the Board pursuant to Section 3.1(c)(i) or to procure the election or re-election of any individual pursuant to Section 3.1(c)(ii) if such individual shall have previously been designated by the Shareholder pursuant Manager, including, without limitation, submitting a shareholder proposal to Section 3.1(a) and nominated by amend the Company for election articles of incorporation or re-election, as bylaws to increase the case may be, as number of seats submitted to a Director as provided in Section 3.1(c)(ii) (and provided that the Company shall have complied with its obligations set forth in Section 3.1(c)(ii) in respect thereof), and, following the vote of shareholders at the HEOP’s next annual general meeting of shareholders, shall have failed to be elected or re-elected, as the case may be, as a Director by the requisite vote of the Company’s shareholders. (e) In furtherance of, and not in limitation to, the Shareholder’s rights in this Section 3.1, during the Board Right Period, (i) the Shareholder shall have the right (but not the obligation), upon written notice to the Company as provided in Section 3.1(a), to designate a Shareholder Designee to replace any Shareholder Designee who shall have resigned, retired, died or been removed from office (for any reason) or who, following the voting of shareholders at a meeting of shareholders of the Company shall have failed to be elected or re-elected, as the case may be, by the requisite vote of the Company’s shareholders; and (ii) the provisions of Sections 3.1(c) and 3.1(d) shall apply to, and the Company shall comply with its obligations contained therein in respect of, any such replacement Shareholder Designee. (f) Not less than one hundred twenty (120) days prior to the anniversary of the prior year’s annual general meeting of shareholders of the Company occurring during the Board Right Period at which members of the class of Directors to which the Shareholder Designee belongs are to be elected, the Shareholder shall (i) notify the Company in writing of the name of the Shareholder Designee to be nominated for election at such meeting and (ii) provide, or cause such Shareholder Designee to provide, to the Company, all information concerning such Shareholder Designee and his or her nomination to be elected as a Director at such meeting as shall reasonably be required to (A) comply with applicable securities laws, the rules of NASDAQ or any other stock exchange on which securities of the Company are then quoted or listed for trading and the Companies Acts and (B) enable the Nominating Committee to make determinations with respect to such Shareholder Designee’s satisfaction of the requirements set forth in Section 3.1(b)(v); provided that the Nominating Committee shall make such determinations as promptly as practicable following receipt by the Company of the notification and information contemplated in clauses (i) and (ii) of this Section 3.1(f) and shall promptly provide the Shareholder with written notice if the Nominating Committee determines that such Shareholder Designee does not satisfy such requirements (together with a reasonably detailed description of the basis on which the Nominating Committee shall have made such determination). (g) During the Board Right Period, the Company agrees that any Shareholder Designee serving as a Director shall be entitled to the same 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 such Shareholder Designee’s term of office, and with respect to indemnification arrangements, directors and officers insurance coverage and other similar protections and expense reimbursement. (h) Notwithstanding anything in this Section 3.1 to the contrary, (i) the Company will not be obligated to take any action in respect of any Shareholder Designee pursuant to Sections 3.1(c)(ii) if the Shareholder shall have failed, in any material respect, to provide, or cause to be provided, the notice and information required by clauses (i) and (ii) of Section 3.1(f); and (ii) in the event that a breach of Article IV or Article V by the Shareholder Parent or the Shareholder shall have occurred and be continuing, in addition to any other remedies that the Company may have, the Shareholder’s right to designate a Shareholder Designee shall be suspended; provided, however, that such right shall be reinstated and become effective from and after the date on which any such default shall have been cured or remedied until a Board Right Termination Event occurs. (i) During the Board Right Period and except as required by applicable law, the Company shall not take any action to cause the removal (without cause) of a Shareholder Designee serving as a Director. The Shareholder shall cause the Shareholder Designee to resign or, if reasonably sufficient, recuse himself or herself any time the presence of such individual as a Shareholder Designee on the Board shall, in the reasonable judgment of the Board, reasonably be likely to violate applicable law or otherwise compromise the Board’s exercise of its fiduciary duties.

Board Representation. (a) From and after In accordance with the Closing Date until a Board Right Termination Event occurs Company’s Certificate of Incorporation (the “Board Right PeriodCharter”), Amended and Restated Bylaws (the “Bylaws”), Corporate Governance Guidelines (the “Corporate Governance Guidelines”) and Nominating Committee Charter (the “Nominating Committee Charter”), the Shareholder Company agrees that, immediately following the 2008 Annual Meeting, the Board, at a duly convened meeting of directors, will take the necessary action upon the recommendation of the Nominating Committee providing that: (i) the size of the Board shall have be increased by one Class II seat and the right size of the Board shall be adjusted appropriately; (but not ii) ▇▇▇ ▇▇▇▇▇ or another person designated by the obligation), upon written notice Sun Parties and reasonably acceptable to the Company, to designate one individual to serve on the Board (the “Shareholder Sun Designee”); provided, however, that such Shareholder Designee shall satisfy the applicable requirements set forth in Section 3.1(b); provided, further, that if a Board Right Termination Event occurs, the Shareholder shall promptly cause the Shareholder Designee, if any, then serving on the Board to resign, effective immediately, from the Board and from any committees or subcommittees thereof to which the Shareholder Designee is then appointed or on which he or she is then serving, and the right of the Shareholder to designate a Shareholder Designee shall terminate. (b) Notwithstanding anything to the contrary set forth in this Agreement, any Shareholder Designee designated by the Shareholder pursuant to Section 3.1(a) (i) shall be resident in Ireland for so long as such Shareholder Designee serves as a Director; (ii) shall qualify as an “independent director” under applicable provisions of the Exchange Act and under applicable NASDAQ rules and regulations, or the applicable rules and regulations of the principal securities exchange on which the Ordinary Shares are then listed; (iii) would not, at the time of such designation, be required to disclose any information pursuant to Item 2(d) or (e) of Schedule 13D (as in effect on the date of this Agreement) if such Shareholder Designee were the “person filing” such Schedule 13D; (iv) shall not, at the time of such designation, be prohibited or disqualified from serving appointed as a director of a public company pursuant the Company effective immediately to any applicable rule or regulation of fill the SEC or NASDAQ or pursuant to applicable law, including the Companies Acts; newly-created directorship (and (vvacancy) shall, resulting from such increase in the good faith judgment of the Nominating and Corporate Governance Committee size of the Board (and, for clarity, not be required to stand for election at the “2008 Annual Meeting); and (iii) the Sun Designee shall be appointed to serve as a member of the Nominating Committee”), satisfy . In the requirements set forth in event that a vacancy is created on the Company’s Organizational Documents and Corporate Governance Guidelines (as in effect from Board at any time to time), in each case as are applicable to all non-employee Directors generally. The Shareholder Designee shall, upon appointment or election, as the case may be, prior to the Board, execute such agreements as are required to be executed by all non-employee Directors generally and shall otherwise abide 2010 Annual Meeting by the provisions death, disability, retirement or resignation of all codes and policies of the Company that are applicable to all non-employee Directors generally, including, as applicable, the Company’s ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Policy, policies requiring the pre-clearance of all securities trading activitySun Parties, the Company’s Code , the Nominating Committee and the Board shall take all such actions as necessary or appropriate to result in the prompt election or appointment to the Board of Conduct a new individual designated by the Sun Parties and shall take all of the actions referred to in the immediately preceding sentence with respect to such new individual designated by the Sun Parties, as applicable. As promptly as reasonably practicable after the date hereof, the Sun Parties shall provide the Company with all such information as the Company shall reasonably request, including, without limitation, all information about the Sun Designee as would be required (including under Schedule 14A, Regulation 14A and Regulation S-K promulgated under the Securities Act of 1933, as amended, and the Exchange Act (collectively, the “Proxy Rules”)) to be included in a proxy statement with respect to the nomination and election of directors. (b) The Company agrees that, pending ▇▇. ▇▇▇▇▇’▇ appointment to the Board, the Company shall (i) invite ▇▇. ▇▇▇▇▇ to participate in all meetings of the Board of Directors of the Company in a nonvoting observer capacity, (ii) give ▇▇. ▇▇▇▇▇ the same notice of any such meeting that it provides to its directors at the same time the Company provides such notice to its directors, (iii) permit ▇▇. ▇▇▇▇▇, at his election, to attend such meetings telephonically, (iv) give ▇▇. ▇▇▇▇▇ copies of all notices, minutes, consents, reports and other material that the Company provides to its directors when such material is provided to the directors, (v) permit ▇▇. ▇▇▇▇▇, during normal business hours and after receipt of prior written notice, to have reasonable access to the properties, books, records and contracts of the Company so long as such access is not disruptive to the Company’s stock ownership policyoperations, and (vi) provide ▇▇. ▇▇▇▇▇ the opportunity to consult with senior management of the Company from time to time as reasonably requested by him regarding the Company, and its operations, properties, financial condition and affairs. (c) During the Board Right Period, the Company shall use reasonable endeavors to procure, (i) at the next scheduled meeting of the Board, which shall be validly noticed, the appointment of the Shareholder Designee Notwithstanding any provision to the Board; and (ii) thereafter, at each annual general meeting of shareholders of the Company occurring during the Board Right Period at which the term of the Shareholder Designee will expire in accordance with the Company’s Organizational Documents (whether by rotation or otherwise), the election or re-election, as the case may be, of the applicable Shareholder Designee to the Board, including by (A) nominating such Shareholder Designee for election to serve as a Director as provided contrary contained in this Agreement, (B) subject to compliance by the Shareholder with Section 3.1(f), including such nomination and other required information regarding such Shareholder Designee in the Company’s proxy materials for such meeting of shareholders and (C) soliciting or causing the solicitation of proxies in favor of the election of such Shareholder Designee as a Director, in the case of each of clauses (i) and (ii), for a term expiring at the next annual general meeting of shareholders at which members of the class of Directors to which the Shareholder Designee belongs are to be elected or re-elected, as the case may be, or until such Shareholder Designee’s successor shall have been elected and qualified, or at such earlier time, if any, as such Shareholder Designee may resign, retire, die or be removed (for any reason) as a Director. (d) Notwithstanding the foregoing, the Company shall not be obligated required to procure nominate the appointment of any individual to the Board pursuant to Section 3.1(c)(i) Sun Designee or to procure the election or re-election of any individual pursuant to Section 3.1(c)(ii) if such individual shall have previously been designated by the Shareholder pursuant to Section 3.1(a) and nominated by the Company for election or re-election, as the case may be, as a Director as provided in Section 3.1(c)(ii) (and provided that the Company shall have complied with otherwise perform its obligations set forth in Section 3.1(c)(ii) in respect thereof), and, following the vote of shareholders at the annual general meeting of shareholders, shall have failed to be elected or re-elected, as the case may be, as a Director by the requisite vote of the Company’s shareholders. (e) In furtherance of, and not in limitation to, the Shareholder’s rights in under this Section 3.1, during the Board Right Period, (i) the Shareholder shall have the right (but not the obligation), upon written notice to the Company as provided in Section 3.1(a), to designate a Shareholder Designee to replace any Shareholder Designee who shall have resigned, retired, died or been removed from office (for any reason) or who, following the voting of shareholders at a meeting of shareholders of the Company shall have failed to be elected or re-elected, as the case may be, by the requisite vote of the Company’s shareholders; and (ii) the provisions of Sections 3.1(c) and 3.1(d) shall apply to, and the Company shall comply with its obligations contained therein in respect of, any such replacement Shareholder Designee. (f) Not less than one hundred twenty (120) days prior to the anniversary of the prior year’s annual general meeting of shareholders of the Company occurring during the Board Right Period at which members of the class of Directors to which the Shareholder Designee belongs are to be elected, the Shareholder shall (i) notify the Company in writing of the name of the Shareholder Designee to be nominated for election at such meeting and (ii) provide, or cause such Shareholder Designee to provide, to the Company, all information concerning such Shareholder Designee and his or her nomination to be elected as a Director at such meeting as shall reasonably be required to (A) comply with applicable securities laws, the rules of NASDAQ or any other stock exchange on which securities of the Company are then quoted or listed for trading and the Companies Acts and (B) enable the Nominating Committee to make determinations 1 with respect to such Shareholder the Sun Designee’s satisfaction of the requirements set forth in Section 3.1(b)(v); provided that the Nominating Committee shall make such determinations as promptly as practicable following receipt by the Company of the notification and information contemplated in clauses (i) and (ii) of this Section 3.1(f) and shall promptly provide the Shareholder with written notice if the Nominating Committee determines that such Shareholder Designee does not satisfy such requirements (together with a reasonably detailed description of the basis on which the Nominating Committee shall have made such determination). (g) During the Board Right Period, the Company agrees that any Shareholder Designee serving as a Director shall be entitled to the same 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 such Shareholder Designee’s term of office, and with respect to indemnification arrangements, directors and officers insurance coverage and other similar protections and expense reimbursement. (h) Notwithstanding anything in this Section 3.1 to the contrary, (i) the Company will not be obligated to take any action in respect of any Shareholder Designee pursuant to Sections 3.1(c)(ii) if the Shareholder shall have failed, in any material respect, to provide, or cause to be provided, the notice and information required by clauses (i) and (ii) of Section 3.1(f); and (ii) in the event that a breach of Article IV or Article V by the Shareholder Parent or the Shareholder shall have occurred and be continuing, in addition to any other remedies that the Company may have, the Shareholder’s right to designate a Shareholder Designee shall be suspended; provided, however, that such right shall be reinstated and become effective from and after the date on which any such default shall have been cured or remedied until a Board Right Termination Event occurs. (i) During the Board Right Period and except as required by applicable law, the Company shall not take any action to cause the removal (without cause) of a Shareholder Designee serving as a Director. The Shareholder shall cause the Shareholder Designee to resign or, if reasonably sufficient, recuse himself or herself any time the presence of such individual as a Shareholder Designee on the Board shall, in the reasonable judgment of the Board, reasonably be likely to violate applicable law or otherwise compromise the Board’s exercise of its fiduciary duties.

Board Representation. (a) From and after Subject to Section 2.1(g), the Closing Date until a Board Right Termination Event occurs shall include: (i) one (1) designee of the Berkshire Fund Group (such person, the “Board Right PeriodBerkshire Fund Designee”), which Berkshire Fund Designee shall not be a director or officer of a Company Competitor; and (ii) one (1) designee of the Shareholder shall have WB Fund Group (such person, the right (but not “WB Fund Designee” and, together with the obligationBerkshire Fund Designee, the “Fund Designees”), upon written notice to the Company, to designate one individual to serve on the Board (the “Shareholder Designee”); provided, however, that such Shareholder which WB Fund Designee shall satisfy the applicable requirements set forth in Section 3.1(b); provided, further, that if not be a Board Right Termination Event occurs, the Shareholder shall promptly cause the Shareholder Designee, if any, then serving on the Board to resign, effective immediately, from the Board and from any committees director or subcommittees thereof to which the Shareholder Designee is then appointed or on which he or she is then serving, and the right officer of the Shareholder to designate a Shareholder Designee shall terminateCompany Competitor. (b) Notwithstanding anything The Company agrees to include in the contrary set forth in this Agreement, any Shareholder Designee designated slate of nominees recommended by the Shareholder Board, the Fund Designees as required hereby. (c) 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 pursuant to Section 3.1(a) clause (i) shall be resident in Ireland for so long as such Shareholder Designee serves as a Director; or (ii) of Section 2.1(a), the remaining Directors and the Company shall qualify cause the vacancy created thereby to be filled as an “independent director” under applicable provisions soon as possible by a new designee of the Exchange Act Stockholder that has the right to designate such Director, who is designated in the manner specified in this Section 2.1, and under applicable NASDAQ rules and regulations, or the applicable rules and regulations of the principal securities exchange on which the Ordinary Shares are then listed; (iii) would notCompany hereby agrees to take, at the any time of such designation, be required to disclose any information pursuant to Item 2(d) or (e) of Schedule 13D (as in effect on the date of this Agreement) if such Shareholder Designee were the “person filing” such Schedule 13D; (iv) shall not, at the time of such designation, be prohibited or disqualified 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 the Companies Acts; and (v) shall, in the good faith judgment of the Nominating and Corporate Governance Committee of the Board (the “Nominating Committee”), satisfy the requirements set forth in the Company’s Organizational Documents and Corporate Governance Guidelines (as in effect from time to time, all actions necessary to accomplish the same. (d) 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 of the Company 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 Fund Designees to be elected to the Board as provided in this Section 2.1. Each of the Stockholders agrees to use its commercially reasonable efforts to cause the election of each such designee to the Board, including nominating such individuals to be elected as members of the Board. 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 pursuant to clause (i) or (ii) of Section 2.1(a) and the remaining Directors pursuant to Section 2.1(c) 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(c). Upon the written request of any Stockholder, 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 such Stockholder and to elect any replacement Director designated by such Stockholder. No Stockholder shall take any action to cause the removal of any Director designated by any other Stockholder, unless such other Stockholder so requests in writing. (e) The Company shall reimburse each Stockholder Designee for reasonable out-of-pocket expenses incurred by them for the purpose of attending meetings of the Board or committees thereof and agrees that all members of the Board shall be entitled to the same compensation as may be approved from time to time. (f) The respective rights of the Berkshire Fund Group and the WB Fund Group pursuant to Section 2.1, Section 2.2 and Section 2.3 are personal to such Fund Groups and may not be transferred or assigned to, or exercised by, any Transferee. (g) At such time as (x) the Berkshire Fund Group ceases in the aggregate to own a number of shares of Common Stock equal to at least a majority of the shares of Common Stock purchased by the Berkshire Fund Stockholders pursuant to the Stock Purchase Agreement on the Stock Purchase Closing Date, and/or (y) the WB Fund Group ceases in the aggregate to own a number of shares of Common Stock equal to at least a majority of the shares of Common Stock purchased by the WB Fund Stockholders pursuant to the Stock Purchase Agreement on the Stock Purchase Closing Date, such Fund Group shall permanently cease to have the right to designate any Directors pursuant to Section 2.1 and any rights or obligations pursuant to Section 2.1, Section 2.2, Section 2.3 and Section 2.4 and such sections shall at such time become void and of no further force or effect with respect to such Fund Group. (h) In the event the Berkshire Fund Group or the WB Fund Group shall cease to have the right to designate a Director in accordance with Section 2.1(g), in each case as are applicable to all non-employee Directors generally. The Shareholder Designee shall, upon appointment the Berkshire Fund Group or electionthe WB Fund Group shall cause the Berkshire Fund Group’s or the WB Fund Group’s Fund Designee(s), as the case may be, to resign from the BoardBoard and the Directors remaining in office shall decrease the size of the Board to eliminate such vacancy. (i) The Company agrees to cause at least one meeting of the Board to be held each fiscal quarter, execute and to make provisions such agreements that any member of the Board may attend such meetings by remote means (e.g., by telephone or video conference). (j) The Company shall maintain a directors’ and officers’ liability insurance policy with such levels of coverage as are required reasonably appropriate for a company in the Company Business of the size of the Company. (k) The Fund Designees shall, at the time of designation, be subject to be executed by all non-employee Directors generally and shall otherwise abide by the provisions of all codes and policies reasonable approval of the Company that are applicable to all non-employee Directors generallybased upon the Fund Designees’ financial, includingoperational and industry knowledge. The Company acknowledges that, as applicablein the case of the Berkshire Fund Group, the Company’s B▇▇▇▇▇▇ ▇. ▇▇▇▇▇ is approved to serve as the Berkshire Fund Group’s Fund Designee, and that in the case of the WB Fund Group, M. S▇▇▇▇▇ ▇▇▇▇▇▇▇ Policy, policies requiring the pre-clearance of all securities trading activity, the Company’s Code of Conduct and the Company’s stock ownership policy. (c) During the Board Right Period, the Company shall use reasonable endeavors to procure, (i) at the next scheduled meeting of the Board, which shall be validly noticed, the appointment of the Shareholder Designee to the Board; and (ii) thereafter, at each annual general meeting of shareholders of the Company occurring during the Board Right Period at which the term of the Shareholder Designee will expire in accordance with the Company’s Organizational Documents (whether by rotation or otherwise), the election or re-election, as the case may be, of the applicable Shareholder Designee to the Board, including by (A) nominating such Shareholder Designee for election is approved to serve as a Director as provided in this Agreement, (B) subject to compliance by the Shareholder with Section 3.1(f), including such nomination and other required information regarding such Shareholder Designee in the CompanyWB Fund Group’s proxy materials for such meeting of shareholders and (C) soliciting or causing the solicitation of proxies in favor of the election of such Shareholder Designee as a Director, in the case of each of clauses (i) and (ii), for a term expiring at the next annual general meeting of shareholders at which members of the class of Directors to which the Shareholder Designee belongs are to be elected or re-elected, as the case may be, or until such Shareholder Designee’s successor shall have been elected and qualified, or at such earlier time, if any, as such Shareholder Designee may resign, retire, die or be removed (for any reason) as a Director. (d) Notwithstanding the foregoing, the Company shall not be obligated to procure the appointment of any individual to the Board pursuant to Section 3.1(c)(i) or to procure the election or re-election of any individual pursuant to Section 3.1(c)(ii) if such individual shall have previously been designated by the Shareholder pursuant to Section 3.1(a) and nominated by the Company for election or re-election, as the case may be, as a Director as provided in Section 3.1(c)(ii) (and provided that the Company shall have complied with its obligations set forth in Section 3.1(c)(ii) in respect thereof), and, following the vote of shareholders at the annual general meeting of shareholders, shall have failed to be elected or re-elected, as the case may be, as a Director by the requisite vote of the Company’s shareholders. (e) In furtherance of, and not in limitation to, the Shareholder’s rights in this Section 3.1, during the Board Right Period, (i) the Shareholder shall have the right (but not the obligation), upon written notice to the Company as provided in Section 3.1(a), to designate a Shareholder Designee to replace any Shareholder Designee who shall have resigned, retired, died or been removed from office (for any reason) or who, following the voting of shareholders at a meeting of shareholders of the Company shall have failed to be elected or re-elected, as the case may be, by the requisite vote of the Company’s shareholders; and (ii) the provisions of Sections 3.1(c) and 3.1(d) shall apply to, and the Company shall comply with its obligations contained therein in respect of, any such replacement Shareholder Fund Designee. (fl) Not less than one hundred twenty To the extent the Board increases in size beyond nine (120) days prior to 9), the anniversary number of Directors designated by each of the prior year’s annual general meeting of shareholders of the Company occurring during the Board Right Period at which members of the class of Directors to which the Shareholder Designee belongs are to be elected, the Shareholder shall (i) notify the Company in writing of the name of the Shareholder Designee to be nominated for election at such meeting and (ii) provide, or cause such Shareholder Designee to provide, to the Company, all information concerning such Shareholder Designee and his or her nomination to be elected as a Director at such meeting as shall reasonably be required to (A) comply with applicable securities laws, the rules of NASDAQ or any other stock exchange on which securities of the Company are then quoted or listed for trading Berkshire Fund Group and the Companies Acts and WB Fund Group shall be adjusted to ensure proportional representation (B) enable based on the Nominating Committee to make determinations same ratio calculated with respect to such Shareholder Designee’s satisfaction the nine (9) Directors, assuming seven (7) designees other than those of the requirements set forth in Section 3.1(b)(vBerkshire Fund Group and the WB Fund Group, one (1) designee of the Berkshire Fund Group and one (1) designee of the WB Fund Group); provided that the Nominating Committee shall make such determinations as promptly as practicable following receipt by the Company number of the notification and information contemplated in clauses (iBerkshire Fund Designee(s) and (iithe WB Fund Designee(s) of this Section 3.1(f) and shall promptly provide the Shareholder with written notice if the Nominating Committee determines that such Shareholder Designee does not satisfy such requirements (together with a reasonably detailed description of the basis on which the Nominating Committee shall have made such determination). (g) During the Board Right Period, the Company agrees that any Shareholder Designee serving as a Director shall be entitled rounded down to the same rightsnearest whole number, privileges and compensation applicable but subject to all other non-employee Directors generally or to which all such non-employee Directors are entitled, including any rights with respect to such Shareholder Designee’s term of office, and with respect to indemnification arrangements, directors and officers insurance coverage and other similar protections and expense reimbursement. (h) Notwithstanding anything in this Section 3.1 to the contrary, (i) the Company will not be obligated to take any action in respect of any Shareholder Designee pursuant to Sections 3.1(c)(ii) if the Shareholder shall have failed, in any material respect2.1(g), to provide, or cause to be provided, the notice and information required by clauses (i) and (ii) of Section 3.1(f); and (ii) in the event that a breach of Article IV or Article V by the Shareholder Parent or the Shareholder shall have occurred and be continuing, in addition to any other remedies that the Company may have, the Shareholder’s right to designate a Shareholder Designee shall be suspended; provided, however, that such right shall be reinstated and become effective from and after the date on which any such default shall have been cured or remedied until a Board Right Termination Event occursnot fewer than one designee. (i) During the Board Right Period and except as required by applicable law, the Company shall not take any action to cause the removal (without cause) of a Shareholder Designee serving as a Director. The Shareholder shall cause the Shareholder Designee to resign or, if reasonably sufficient, recuse himself or herself any time the presence of such individual as a Shareholder Designee on the Board shall, in the reasonable judgment of the Board, reasonably be likely to violate applicable law or otherwise compromise the Board’s exercise of its fiduciary duties.

Board Representation. (a) From and after Within 15 days following the Closing Date until a Board Right Termination Event occurs (closing of the “Board Right Period”)Credit Agreement, the Shareholder Board shall have the right (but not the obligation), upon written notice to the Company, to designate appoint one individual designated by Delaware Life to serve on the Board (the “Shareholder Holder Designee”); provided, however, that such Shareholder Holder Designee shall satisfy the applicable requirements set forth in Section 3.1(b2.01(b); provided, further, that if a upon the occurrence of the Board Right Termination Event occursEvent, the Shareholder Delaware Life shall promptly cause the Shareholder Holder Designee, if any, then serving on the Board Board, to resign, effective immediately, from the Board and from any committees or subcommittees thereof to which the Shareholder such Holder Designee is then appointed or on which he or she is then serving, and the right of the Shareholder Delaware Life to designate a Shareholder such Holder Designee shall terminate. (b) Notwithstanding anything to the contrary set forth in this Agreement, any Shareholder a Holder Designee designated by the Shareholder Delaware Life pursuant to Section 3.1(a) 2.01 (i) shall be resident in Ireland for so long as such Shareholder Designee serves as a Director; (ii) shall qualify as an “independent director” under applicable provisions of the Exchange Act and under applicable NASDAQ rules and regulations, or the applicable rules and regulations of the principal securities exchange on which the Ordinary Shares are then listed; (iii) would not, at the time of such designation, be required to disclose any information pursuant to Item 2(d) or (e) of Schedule 13D (as in effect on the date of this Agreement) if such Shareholder Designee were the “person filing” such Schedule 13D; (iv) shall not, at the time of such designation, not be prohibited or disqualified from serving as a director of a public company pursuant to any applicable rule or regulation of the SEC or NASDAQ securities exchange on which the Company’s Equity Interests are listed or pursuant to applicable lawLaw, including (ii) shall, prior to his or her appointment or election to the Companies Acts; Board, provide an executed resignation letter, in substantially the form attached hereto as Exhibit A, resigning from the Board and from any committees or subcommittees thereof 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 and (viii) shall, in the good faith judgment reasonable judgement of the Nominating and Nominating, Corporate Governance and Conflicts Committee of the Board (the “Nominating Committee”)Board, satisfy the requirements set forth in the Company’s Organizational Documents and the Corporate Governance Guidelines (and Code of Business Conduct and Ethics included in the corporate governance section of the Company’s website, in each case, as in effect from time to time), in each case as are applicable to all non-employee Directors generally. The Shareholder Designee shall, upon appointment or election, initial designee to serve as the case may be, to the Board, execute such agreements as are required to Holder Designee shall be executed by all non-employee Directors generally and shall otherwise abide by the provisions of all codes and policies of the Company that are applicable to all non-employee Directors generally, including, as applicable, the Company’s ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Policy▇▇▇▇▇, policies requiring the pre-clearance of all securities trading activity, the Company’s Code of Conduct and the Company’s stock ownership policywho has been approved pursuant to Section 2.01(b)(iii). (c) During the Board Right Period, the Company shall use commercially reasonable endeavors efforts to procure, (i) at the next scheduled meeting of the Board, which shall be validly noticed, the appointment of the Shareholder Designee to the Board; and (ii) thereafter, at each annual general meeting of shareholders the stockholders of the Company occurring during the Board Right Period at which the term of the Shareholder Holder Designee will expire in accordance with the Company’s Organizational Documents (whether by rotation or otherwise)Organization Documents, the election or re-election, as the case may be, of the applicable Shareholder Holder Designee to the Board, including by (Ai) nominating such Shareholder Holder Designee for election to serve as a Director as provided in this Agreement, (Bii) subject to compliance by the Shareholder Delaware Life with Section 3.1(f2.01(f), including such nomination and other required information regarding such Shareholder Holder Designee in the Company’s proxy materials for such meeting of shareholders stockholders and (Ciii) soliciting or causing the solicitation of proxies in favor of the election of such Shareholder Holder Designee as a Director, in the case of each of clauses (i) and (ii), for a term expiring at the next annual general meeting of shareholders stockholders at which members of the class of Directors to which the Shareholder Holder Designee belongs are to be elected or re-elected, as the case may be, or until such Shareholder Holder Designee’s successor successors shall have been elected and qualified, or at such earlier time, if any, as such Shareholder Holder Designee may resign, retire, die or pursuant to this Agreement be removed (for any reason) as a Director, including upon the occurrence of a Board Right Termination Event in accordance with the terms of this Agreement. (d) Notwithstanding anything to the foregoingcontrary contained herein, the Company shall not be obligated to procure the appointment of any individual to the Board pursuant to Section 3.1(c)(i) or to procure the election or re-election of any individual pursuant to Section 3.1(c)(ii2.01(c) if such individual shall have previously been designated by the Shareholder Delaware Life pursuant to Section 3.1(a2.01(a) or Section 2.01(c) and nominated by the Company for election or re-election, as the case may be, as a Director as provided in Section 3.1(c)(ii) (and provided that the Company shall have complied with its obligations set forth in Section 3.1(c)(ii) in respect thereof2.01(c), and, following the vote of shareholders stockholders at the annual general meeting of shareholdersstockholders of the Company, shall have failed to be elected or re-elected, as the case may be, as a Director by the requisite vote of the Company’s shareholdersstockholders. For the avoidance of doubt, in such event, Delaware Life shall have the right to designate a different Holder Designee and the provisions of Section 2.01(c) and 2.01(d) shall apply to such replacement Holder Designee. (e) In furtherance of, and not in limitation to, the Shareholder’s rights in this Section 3.1, during During the Board Right Period, (i) the Shareholder Delaware Life shall have the right (but not the obligation), upon written notice to the Company as provided in Section 3.1(a)Company, to designate a Shareholder Holder Designee to replace any Shareholder a Holder Designee who shall have resigned, retired, died or been removed from office (for any reason) or who), following the voting of shareholders at a meeting of shareholders of the Company shall have failed to be elected or re-elected, as the case may be, by the requisite vote of the Company’s shareholders; and (ii) the provisions of Sections 3.1(cSection 2.01(c) and 3.1(dSection 2.01(d) shall apply to, and the Company shall comply with its obligations contained therein in respect of, to any such replacement Shareholder Holder Designee and (iii) promptly following the receipt of written notice from Delaware Life as contemplated above following the resignation, retirement, death or removal from office of such Holder Designee, the Board shall appoint such replacement Holder Designee to serve on the Board in place of such former Holder Designee who has resigned, retired, died or been removed from office, in the class of Directors previously including such former Holder Designee. (f) Not less than ninety (90) nor more than one hundred twenty (120) days prior to the anniversary of the prior year’s annual general meeting of shareholders stockholders of the Company occurring during the Board Right Period at which members of the class of Directors to which the Shareholder Holder Designee belongs are to be elected, the Shareholder Delaware Life shall (i) notify the Company in writing of the name of the Shareholder Holder Designee to be nominated for election at such meeting and (ii) provide, or cause such Shareholder Holder Designee to provide, to the Company, all information concerning such Shareholder Holder Designee and his or her nomination to be elected as a Director at such meeting as shall reasonably be required to (A) comply with applicable securities laws, the rules of NASDAQ or any other stock exchange on which securities of the Company are then quoted or listed for trading and the Companies Acts and (B) enable the Nominating Committee to make determinations with respect to such Shareholder Designee’s satisfaction of the requirements set forth in Section 3.1(b)(v); provided that the Nominating Committee shall make such determinations as promptly as practicable following receipt by the Company of the notification and information contemplated in clauses (i) and (ii) of this Section 3.1(f) and shall promptly provide the Shareholder with written notice if the Nominating Committee determines that such Shareholder Designee does not satisfy such requirements (together with a reasonably detailed description of the basis on which the Nominating Committee shall have made such determination)meeting. (g) During the Board Right Period, the Company agrees that any Shareholder Designee serving as a Director shall be entitled to the same 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 such Shareholder Designee’s term of office, and with respect to indemnification arrangements, directors and officers insurance coverage and other similar protections and expense reimbursement. (h) Notwithstanding anything in this Section 3.1 2.01 to the contrary, (i) the Company will not be obligated to take any action in respect of any Shareholder Holder Designee pursuant to Sections 3.1(c)(iiSection 2.01(c) if the Shareholder Delaware Life shall have failed, in any material respect, to provide, or cause to be provided, the any notice and or information required by clauses (i) and (ii) of Section 3.1(f2.01(f); and (ii) provided, that the foregoing shall not in the event that a breach of Article IV any way infringe upon or Article V by the Shareholder Parent or the Shareholder shall have occurred and be continuing, in addition to otherwise limit any other remedies that remedy the Company may have, the Shareholder’s right have with respect to designate a Shareholder Designee shall be suspended; provided, however, that such right shall be reinstated and become effective from and after the date on which any such default shall have been cured or remedied until a Board Right Termination Event occursbreach. (ih) During the Board Right Period and except as required by applicable law, the Company shall not take any action to cause the removal (without cause) of a Shareholder Designee serving as a Director. The Shareholder shall cause the Shareholder Designee to resign or, if reasonably sufficient, recuse himself or herself any time If the presence of such individual as a Shareholder the Holder Designee on the Board shall, in the reasonable judgment of the Board, violate, or, upon advice of outside counsel, be reasonably be likely to violate violate, applicable law Law or otherwise compromise impair, or be reasonably likely to impair, the Board’s exercise of its fiduciary duties, Delaware Life shall cause the then-serving Holder Designee to resign (subject to Delaware Life’s right to designate a replacement Holder Designee in accordance with Section 2.01(e)) or, if reasonably sufficient, recuse himself or herself. (i) Directors of the Company are subject to removal pursuant to the applicable provisions of the organization documents of the Company; provided, however, for as long as this Agreement remains in effect, subject to applicable law, the Holder Designee may only be removed with the consent of Delaware Life, unless such removal is for cause. (j) At all times, the Holder Designee (i) while serving as a member of the Board, shall be entitled to coverage under any “directors’ and officers’” liability insurance maintained by the Company (or any person on behalf of the Company) and (ii) shall be entitled to all other rights to indemnification, advancement of expenses and exculpation, in each case, as are then made available to directors generally. For the avoidance of doubt, no adverse amendment to such rights will be effective as to a Holder Designee without such Holder Designee’s written consent.

Board Representation. (a) From For as long as HNA, together with its Affiliates, beneficially owns a number of Company Securities that equals to 70% or more of the aggregate number of Company Securities it purchased under the Subscription Agreement, HNA shall be entitled to designate one (1) director to the Board of the Company (such director, or such other individual who may be designated by HNA from time to time, the “HNA Director”), and the Company shall arrange for the appointment or election of such HNA Director to the Board as soon as practicable after the Closing Date until but in no event later than December 31, 2015, including convening a meeting of the Board Right Termination Event occurs or obtaining unanimous signed Board resolutions pursuant to the Memorandum and Articles and appointing such HNA Director to the Board, and in the case of an election, (i) nominating such individual to be elected as a director as provided herein, (ii) recommending to the “Shareholders the election of such HNA Director to the Board Right Period”in any meeting of Shareholders to elect directors, including soliciting proxies in favor of the election of the HNA Director, (iii) including such nomination and recommendation regarding such individual in the Company’s notice for any meeting of Shareholders to elect directors, and (iv) if necessary, expanding the size of the Board in order to appoint the HNA Director; provided, however, that the HNA Director candidate shall be subject to the approval of the Board, which approval shall not be unreasonably withheld. (b) Subject to the shareholding threshold referred to in Section 2.01(a) above, in the event of the death, disability, retirement or resignation of the HNA Director (or any other vacancy created by removal thereof by or at the direction of HNA), the Shareholder HNA shall have the exclusive right (but not the obligation), upon written notice to the Company, to designate one individual a replacement to fill such vacancy and serve on the Board, and the Company shall promptly arrange for the appointment or election of such individual to its Board (who shall, following such appointment or election, be the “Shareholder Designee”HNA Director for purposes of this Agreement); provided, however, that such Shareholder Designee the HNA Director candidate thus designated shall satisfy the applicable requirements set forth in Section 3.1(b); provided, further, that if a Board Right Termination Event occurs, the Shareholder shall promptly cause the Shareholder Designee, if any, then serving on the Board to resign, effective immediately, from the Board and from any committees or subcommittees thereof to which the Shareholder Designee is then appointed or on which he or she is then serving, and the right of the Shareholder to designate a Shareholder Designee shall terminate. (b) Notwithstanding anything be subject to the contrary set forth in this Agreement, any Shareholder Designee designated by the Shareholder pursuant to Section 3.1(a) (i) shall be resident in Ireland for so long as such Shareholder Designee serves as a Director; (ii) shall qualify as an “independent director” under applicable provisions approval of the Exchange Act and under applicable NASDAQ rules and regulations, or the applicable rules and regulations of the principal securities exchange on which the Ordinary Shares are then listed; (iii) would not, at the time of such designation, be required to disclose any information pursuant to Item 2(d) or (e) of Schedule 13D (as in effect on the date of this Agreement) if such Shareholder Designee were the “person filing” such Schedule 13D; (iv) shall not, at the time of such designation, be prohibited or disqualified 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 the Companies Acts; and (v) shall, in the good faith judgment of the Nominating and Corporate Governance Committee of the Board (the “Nominating Committee”), satisfy the requirements set forth in the Company’s Organizational Documents and Corporate Governance Guidelines (as in effect from time to time), in each case as are applicable to all non-employee Directors generally. The Shareholder Designee shall, upon appointment or election, as the case may be, to the Board, execute such agreements as are required to which approval shall not be executed by all non-employee Directors generally and shall otherwise abide by the provisions of all codes and policies of the Company that are applicable to all non-employee Directors generally, including, as applicable, the Company’s ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Policy, policies requiring the pre-clearance of all securities trading activity, the Company’s Code of Conduct and the Company’s stock ownership policyunreasonably withheld. (c) During At any meeting of the Board Right Periodor any annual general or other meeting of the Shareholders that may be held from time to time at which the HNA Director is up for re-appointment or re-election to the Board, the Company shall re-appoint the HNA Director to serve on the Board and shall use reasonable endeavors best efforts to procure, (i) at ensure that the next scheduled meeting HNA Director is re-elected by the Shareholders to serve on the Board pursuant to the terms of the BoardMemorandum and Articles and any Applicable Law. The Company agrees that it shall not take any action, which shall be validly noticed, the appointment of the Shareholder Designee to the Board; and (ii) thereafter, at each annual general meeting of shareholders of the Company occurring during the Board Right Period at which the term of the Shareholder Designee will expire in accordance with the Company’s Organizational Documents (whether by rotation or otherwise), the election or re-election, as the case may be, of the applicable Shareholder Designee to the Board, including by (A) nominating such Shareholder Designee for election to serve as a Director as provided in this Agreement, (B) subject to compliance by the Shareholder with Section 3.1(f), including such nomination and other required information regarding such Shareholder Designee in the Company’s proxy materials for such meeting of shareholders and (C) soliciting or causing the solicitation of proxies in favor of the election removal of the HNA Director unless such removal shall be for Cause. Removal for “Cause” shall mean removal of a director because of such Shareholder Designee as a Director, in the case of each of clauses director’s (i) and (ii)willful misconduct that is materially injurious, for a term expiring at the next annual general meeting of shareholders at which members of the class of Directors to which the Shareholder Designee belongs are to be elected monetarily or re-electedotherwise, as the case may be, or until such Shareholder Designee’s successor shall have been elected and qualified, or at such earlier time, if any, as such Shareholder Designee may resign, retire, die or be removed (for any reason) as a Director. (d) Notwithstanding the foregoing, the Company shall not be obligated to procure the appointment of any individual to the Board pursuant to Section 3.1(c)(i) or to procure the election or re-election of any individual pursuant to Section 3.1(c)(ii) if such individual shall have previously been designated by the Shareholder pursuant to Section 3.1(a) and nominated by the Company for election or re-election, as the case may be, as a Director as provided in Section 3.1(c)(ii) (and provided that the Company shall have complied with its obligations set forth in Section 3.1(c)(ii) in respect thereof), and, following the vote of shareholders at the annual general meeting of shareholders, shall have failed to be elected or re-elected, as the case may be, as a Director by the requisite vote of the Company’s shareholders. (e) In furtherance of, and not in limitation to, the Shareholder’s rights in this Section 3.1, during the Board Right Period, (i) the Shareholder shall have the right (but not the obligation), upon written notice to the Company as provided in Section 3.1(a)or any of its Subsidiaries, to designate a Shareholder Designee to replace any Shareholder Designee who shall have resigned, retired, died or been removed from office (for any reason) or who, following the voting of shareholders at a meeting of shareholders of the Company shall have failed to be elected or re-elected, as the case may be, by the requisite vote of the Company’s shareholders; and (ii) the provisions of Sections 3.1(c) and 3.1(d) shall apply conviction for, or guilty plea to, and the Company shall comply with its obligations contained therein in respect of, any such replacement Shareholder Designee. (f) Not less than one hundred twenty (120) days prior to the anniversary of the prior year’s annual general meeting of shareholders of the Company occurring during the Board Right Period at which members of the class of Directors to which the Shareholder Designee belongs are to be elected, the Shareholder shall (i) notify the Company in writing of the name of the Shareholder Designee to be nominated for election at such meeting and (ii) providea felony or a crime involving moral turpitude, or cause such Shareholder Designee to provide, to the Company, all information concerning such Shareholder Designee and his (iii) abuse of illegal drugs or her nomination to be elected as a Director at such meeting as shall reasonably be required to (A) comply with applicable securities laws, the rules of NASDAQ other controlled substances or any other stock exchange on which securities of the Company are then quoted or listed for trading and the Companies Acts and (B) enable the Nominating Committee to make determinations with respect to such Shareholder Designee’s satisfaction of the requirements set forth in Section 3.1(b)(v); provided that the Nominating Committee shall make such determinations as promptly as practicable following receipt by the Company of the notification and information contemplated in clauses (i) and (ii) of this Section 3.1(f) and shall promptly provide the Shareholder with written notice if the Nominating Committee determines that such Shareholder Designee does not satisfy such requirements (together with a reasonably detailed description of the basis on which the Nominating Committee shall have made such determination)habitual intoxication. (g) During the Board Right Period, the Company agrees that any Shareholder Designee serving as a Director shall be entitled to the same 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 such Shareholder Designee’s term of office, and with respect to indemnification arrangements, directors and officers insurance coverage and other similar protections and expense reimbursement. (h) Notwithstanding anything in this Section 3.1 to the contrary, (i) the Company will not be obligated to take any action in respect of any Shareholder Designee pursuant to Sections 3.1(c)(ii) if the Shareholder shall have failed, in any material respect, to provide, or cause to be provided, the notice and information required by clauses (i) and (ii) of Section 3.1(f); and (ii) in the event that a breach of Article IV or Article V by the Shareholder Parent or the Shareholder shall have occurred and be continuing, in addition to any other remedies that the Company may have, the Shareholder’s right to designate a Shareholder Designee shall be suspended; provided, however, that such right shall be reinstated and become effective from and after the date on which any such default shall have been cured or remedied until a Board Right Termination Event occurs. (i) During the Board Right Period and except as required by applicable law, the Company shall not take any action to cause the removal (without cause) of a Shareholder Designee serving as a Director. The Shareholder shall cause the Shareholder Designee to resign or, if reasonably sufficient, recuse himself or herself any time the presence of such individual as a Shareholder Designee on the Board shall, in the reasonable judgment of the Board, reasonably be likely to violate applicable law or otherwise compromise the Board’s exercise of its fiduciary duties.

Board Representation. (a) From and after On or prior to the Closing Date until a Board Right Termination Event occurs (the “Board Right Period”)date hereof, the Shareholder Board shall have adopt resolutions that (i) increase the right number of natural persons that constitute the whole Board by one (but not 1) person and (ii) fill the obligation), upon written notice to vacancy created by virtue of such increase in the Company, to designate one individual to serve on size of the Board (the “Shareholder Designee”); provided, however, that such Shareholder Designee shall satisfy the applicable requirements set forth in Section 3.1(b); provided, further, that if a Board Right Termination Event occurs, the Shareholder shall promptly cause the Shareholder Designee, if any, then serving on the Board to resign, effective immediately, from the Board and from any committees or subcommittees thereof to which the Shareholder Designee is then appointed or on which he or she is then serving, and the right of the Shareholder to designate a Shareholder Designee shall terminate. (b) Notwithstanding anything to the contrary set forth in this Agreement, any Shareholder Designee with an individual designated by the Shareholder Purchaser, in each case pursuant to Section 3.1(athe Triangle Organizational Documents, who must in the reasonable judgment of Triangle, (A) (i) shall be resident in Ireland for so long as such Shareholder Designee serves as a Director; (ii) shall qualify as an “independent director” under applicable provisions Independent Director, (B) have the requisite skill and experience to serve as a director of the Exchange Act and under applicable NASDAQ rules and regulationsa publicly traded company, or the applicable rules and regulations of the principal securities exchange on which the Ordinary Shares are then listed; (iiiC) would not, at the time of such designation, be required to disclose any information pursuant to Item 2(d) or (e) of Schedule 13D (as in effect on the date of this Agreement) if such Shareholder Designee were the “person filing” such Schedule 13D; (iv) shall not, at the time of such designation, not be prohibited or disqualified from serving as a director of a public company Triangle pursuant to the Triangle Bylaws (as in effect as of the date hereof or as amended in accordance with Section 4.02) or any applicable rule or regulation of the SEC Commission, NYSE MKT (or NASDAQ any other principal stock exchange or pursuant to market upon which the Common Stock may trade) or by applicable law, including the Companies Acts; Law and (vD) shall, in the good faith judgment of the Nominating and Corporate Governance Committee of the Board otherwise be reasonably acceptable to Triangle (the “Nominating Committee”), satisfy the requirements set forth in the Company’s Organizational Documents and Corporate Governance Guidelines (as in effect from time to time), in each case as are applicable to all non-employee Directors generallyDesignated Director,” which such Designated Director shall initially be R▇▇ ▇. The Shareholder Designee shall, upon appointment or election, as the case may be, to the Board, execute such agreements as are required to be executed by all non-employee Directors generally and shall otherwise abide by the provisions of all codes and policies of the Company that are applicable to all non-employee Directors generally, including, as applicable, the Company’s ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Policy). The Purchaser shall, policies requiring and shall cause the pre-clearance of all securities trading activityDesignated Director to, timely provide Triangle with accurate and complete information relating to the Purchaser and the Designated Director that may be required to be disclosed by Triangle under the Exchange Act. In addition, at Triangle’s request, the CompanyPurchaser shall cause the Designated Director to complete and execute Triangle’s Code Standard Director and Officer Questionnaire and provide such other information as Triangle may reasonably request prior to being admitted to the Board or standing for reelection at an annual meeting of Conduct Stockholders or at such other time as may be requested by Triangle. (b) The Designated Director will hold office until his or her term expires and the Companysuch Designated Director’s stock ownership policysuccessor has been duly elected and qualified or until such Designated Director’s earlier death, resignation or removal. (c) During the Board Right Period, the Company shall use reasonable endeavors In order to procure, (i) at the next scheduled meeting of designate an individual for appointment to the Board, which shall be validly noticed, the appointment of the Shareholder Designee Purchaser must submit to the Board; and (ii) thereafter, at each annual general meeting of shareholders of the Company occurring during the Board Right Period at which the term of the Shareholder Designee will expire Triangle a written notice in accordance with the Company’s Organizational Documents (whether by rotation or otherwise), the election or re-election, as the case may be, notice provisions set forth in Section 7.07 of the applicable Shareholder Designee to the Board, including by (A) nominating such Shareholder Designee for election to serve as a Director as provided in this Purchase Agreement, (B) subject to compliance by the Shareholder with Section 3.1(f), including such nomination and other required information regarding such Shareholder Designee in the Company’s proxy materials for such meeting of shareholders and (C) soliciting or causing the solicitation of proxies in favor of the election of such Shareholder Designee as a Director, in the case of each of clauses which notice shall include (i) the name, age, business address and residence address of such designee, (ii) a current resume and curriculum vitae of such designee and (ii), for iii) a term expiring at the next annual general meeting of shareholders at which members of the class of Directors to which the Shareholder Designee belongs are to be elected or re-elected, as the case may be, or until statement describing such Shareholder Designeedesignee’s successor shall have been elected and qualified, or at such earlier time, if any, as such Shareholder Designee may resign, retire, die or be removed (for any reason) as a Directorqualifications. (d) Notwithstanding Prior to a Termination Event: (i) in connection with each annual meeting of Stockholders, and subject to the foregoingconditions of Section 2.01(a) of this Agreement, Triangle shall nominate the Company shall not be obligated to procure the appointment of any individual Designated Director for reelection to the Board and shall take all reasonable and lawful actions necessary or advisable to cause the Board to recommend that the Stockholders vote “FOR” the election of the Designated Director; (ii) promptly following any annual meeting of Stockholders at which the Designated Director is not elected to the Board, and subject to the provisions of Section 2.01(a) of this Agreement, the Board shall adopt resolutions that (A) increase the number of natural persons that constitute the whole Board by one (1) person and (B) fill the vacancy created by virtue of such increase in the size of the Board with the Designated Director; and if the Board is prevented by Section 3.1 of the Triangle Bylaws from complying with clause (A) of this Section 2.01(d)(ii), the Board shall amend the Triangle Bylaws as necessary to permit the Board to comply with clause (A) of this Section 2.01(d)(ii); (iii) any Designated Director may be removed pursuant to Section 3.1(c)(i) or to procure 3.6 of the election or re-election of Triangle Bylaws, and any vacancy created by such removal shall be filled by the Board with an individual pursuant to Section 3.1(c)(ii) if such individual shall have previously been designated by the Shareholder pursuant Purchaser who, subject to the conditions of Section 3.1(a2.01(a) and nominated by of this Agreement, shall become the Company for election or re-electionDesignated Director; (iv) upon written notice from Triangle to the Purchaser that a Resignation Event has occurred, as the case may be, as a Director as provided in Section 3.1(c)(ii) (and provided that the Company which notice shall have complied with its obligations set forth in reasonable detail the facts and circumstances constituting the Resignation Event, the Purchaser will cause the Designated Director then serving as a member of the Board to resign as a member of the Board within two (2) Business Days of such written notice; and (v) any vacancy caused by the death, disability or resignation of the Designated Director shall be filled by the Board with an individual designated by the Purchaser who, subject to the conditions of Section 3.1(c)(ii2.01(a) in respect thereof), and, following the vote of shareholders at the annual general meeting of shareholdersthis Agreement, shall have failed to be elected or re-elected, as become the case may be, as a Director by the requisite vote of the Company’s shareholdersDesignated Director. (e) In furtherance of, and not in limitation to, Any action by the Shareholder’s rights in this Section 3.1, during the Board Right Period, (i) the Shareholder shall have the right (but not the obligation), upon written notice to the Company as provided in Section 3.1(a), Purchaser to designate a Shareholder Designee or replace the Designated Director shall be evidenced in writing furnished to replace any Shareholder Designee who Triangle and shall have resigned, retired, died be signed by or been removed from office (for any reason) or who, following the voting of shareholders at a meeting of shareholders on behalf of the Company shall have failed to be elected or re-elected, as the case may be, by the requisite vote of the Company’s shareholders; and (ii) the provisions of Sections 3.1(c) and 3.1(d) shall apply to, and the Company shall comply with its obligations contained therein in respect of, any such replacement Shareholder DesigneePurchaser. (f) Not less than one hundred twenty (120) days prior Prior to designating a Designated Director, the Purchaser shall enter into a written agreement in a form reasonably satisfactory to Triangle with the Designated Director whereby such Designated Director agrees to resign as a member of the Board upon a Resignation Event, 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 Triangle and the Purchaser, and that Triangle shall be a third party beneficiary of the terms and conditions of such an agreement, and Triangle shall have the right to enforce such an agreement to the anniversary same extent as the parties thereto. (g) Triangle shall not take any action that would lessen, restrict, prevent or otherwise have an adverse effect upon the foregoing rights of the prior year’s annual general meeting of shareholders of the Company occurring during Purchaser to Board representation, including by nominating more directors for election to the Board Right Period at which members than the number of directors constituting the class of Directors to which full Board; provided, however, that Triangle shall not be prohibited from taking such action that the Shareholder Designee belongs are to be elected, the Shareholder shall Board determines (i) notify the Company in writing of the name of the Shareholder Designee to may be nominated for election at such meeting and (ii) provide, or cause such Shareholder Designee to provide, to the Company, all information concerning such Shareholder Designee and his or her nomination to be elected as a Director at such meeting as shall reasonably be required necessary to (A) comply with applicable securities laws, any rule or regulation of the rules of NASDAQ Commission or NYSE MKT (or any other principal stock exchange on or market upon which securities of the Company are then quoted Common Stock may trade) or listed for trading and the Companies Acts and (B) enable the Nominating Committee to make determinations comply with respect to such Shareholder Designee’s satisfaction of the requirements set forth in Section 3.1(b)(v); provided that the Nominating Committee shall make such determinations as promptly as practicable following receipt by the Company of the notification and information contemplated in clauses (i) and applicable Law or (ii) of this Section 3.1(f) and shall promptly provide is required to comply with the Shareholder with written notice if the Nominating Committee determines that such Shareholder Designee does not satisfy such requirements (together with a reasonably detailed description provisions of the basis on which the Nominating Committee shall have made such determination)Triangle Organizational Documents. (g) During the Board Right Period, the Company agrees that any Shareholder Designee serving as a Director shall be entitled to the same 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 such Shareholder Designee’s term of office, and with respect to indemnification arrangements, directors and officers insurance coverage and other similar protections and expense reimbursement. (h) Notwithstanding anything in this Section 3.1 to the contrary, (i) the Company will not be obligated to take any action in respect of any Shareholder Designee pursuant to Sections 3.1(c)(ii) if the Shareholder shall have failed, in any material respect, to provide, or cause to be provided, the notice and information required by clauses (i) and (ii) of Section 3.1(f); and (ii) in the event that a breach of Article IV or Article V by the Shareholder Parent or the Shareholder shall have occurred and be continuing, in addition to any other remedies that the Company may have, the Shareholder’s right to designate a Shareholder Designee shall be suspended; provided, however, that such right shall be reinstated and become effective from and after the date on which any such default shall have been cured or remedied until a Board Right Termination Event occurs. (i) During the Board Right Period and except as required by applicable law, the Company shall not take any action to cause the removal (without cause) of a Shareholder Designee serving as a Director. The Shareholder shall cause the Shareholder Designee to resign or, if reasonably sufficient, recuse himself or herself any time the presence of such individual as a Shareholder Designee on the Board shall, in the reasonable judgment of the Board, reasonably be likely to violate applicable law or otherwise compromise the Board’s exercise of its fiduciary duties.

Board Representation. (a) From and the date of this Agreement, the Company and, after the Closing Date until Effective Time, the Surviving Corporation, shall take all Necessary Actions such that: (i) Immediately following the Effective Time, ▇▇▇▇ ▇▇▇▇▇▇▇ (“▇▇. ▇▇▇▇▇▇▇”) shall serve as a Board Right Termination Event occurs Class III director of the Company and a director of the Surviving Corporation for a term expiring at the third annual meeting of stockholders of the Company following the Effective Time (the “Board Right PeriodFirst Term”); provided, that should ▇▇. ▇▇▇▇▇▇▇ resign from the Shareholder shall have the right (but not the obligation)Board, upon written notice to the Company, to designate one individual become unable to serve on the Board (the “Shareholder Designee”); provideddue to death, however, that such Shareholder Designee shall satisfy the applicable requirements set forth in Section 3.1(b); provided, further, that if a Board Right Termination Event occurs, the Shareholder shall promptly cause the Shareholder Designee, if any, then serving disability or other reasons or otherwise cease to serve on the Board for any reason prior to resignthe expiration of the First Term, effective immediately, from the Board and from any committees or subcommittees thereof to which the Shareholder Designee is then appointed or on which he or she is then serving, and Sponsor will have the right of the Shareholder to designate a Shareholder Designee shall terminate. (b) Notwithstanding anything to the contrary set forth in this Agreement, any Shareholder Designee designated by the Shareholder pursuant to Section 3.1(a) (i) shall be resident in Ireland for so long as such Shareholder Designee serves as a Director; (ii) shall qualify as an “independent director” under applicable provisions of the Exchange Act and under applicable NASDAQ rules and regulations, or the applicable rules and regulations of the principal securities exchange on which the Ordinary Shares are then listed; (iii) would not, at the time of such designation, be required to disclose any information pursuant to Item 2(d) or (e) of Schedule 13D (as in effect on the date of this Agreement) if such Shareholder Designee were the “person filing” such Schedule 13D; (iv) shall not, at the time of such designation, be prohibited or disqualified 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 the Companies Acts; and (v) shall, in the good faith judgment of the Nominating and Corporate Governance Committee of the Board (the “Nominating Committee”), satisfy the requirements set forth in the Company’s Organizational Documents and Corporate Governance Guidelines (as in effect from time to time), in each case as are applicable to all non-employee Directors generally. The Shareholder Designee shall, upon appointment or election, as the case may be, to the Board, execute such agreements as are required to be executed by all non-employee Directors generally and shall otherwise abide by the provisions of all codes and policies of the Company that are applicable to all non-employee Directors generally, including, as applicable, the Company’s either ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Policy(“▇▇. ▇▇▇▇▇▇▇▇”) or another replacement director who is reasonably acceptable to the Company (a “Replacement Director”) who shall serve as a Class III director of the Company until the end of the First Term; provided, policies requiring further, that if the pre-clearance Charter shall have been amended to remove the classification of all securities trading activity, the Company’s Code of Conduct and the Company’s stock ownership policy. (c) During the Board Right PeriodBoard, the Company shall use reasonable endeavors take all Necessary Actions such that ▇▇. ▇▇▇▇▇▇▇ or any Replacement Director, as applicable, shall serve as a director of the Company until the end of the First Term. (ii) During the First Term, ▇▇. ▇▇▇▇▇▇▇▇ shall serve as a non-voting observer who shall be entitled to procureattend each regularly scheduled, special and other meeting (iincluding telephonic meetings) of the Board and any committees thereof, and shall be given copies of all notices, reports, minutes, consents and other documents and materials at the next scheduled time and in the manner as are provided to the Board or the applicable committee thereof, but shall not have any fiduciary duties to the Company or its stockholders as a result of his capacity or service as an observer as contemplated hereby (in such capacity, the “Board Observer”); provided, that should ▇▇. ▇▇▇▇▇▇▇▇ become unable to serve as the Board Observer due to death, disability or other reasons or otherwise cease to serve as the Board Observer for any reason prior to the expiration of the First Term, the Sponsor will have the right to designate a Person who is reasonably acceptable to the Company to serve as the Board Observer until the end of the First Term; provided, further, that the Board Observer shall enter into a mutually acceptable, customary confidentiality agreement with the Company with respect to any information received from the Company as a Board Observer; provided, further, that the Board Observer may be excluded from access to the portion of any meeting of the BoardBoard or any committee thereof or the portion of meeting materials relating thereto if the Board or such committee reasonably determines, which shall be validly noticedin good faith, the appointment of the Shareholder Designee that (A) such exclusion is reasonably necessary to the Board; and (ii) thereafter, at each annual general meeting of shareholders protect highly confidential proprietary information of the Company occurring during or confidential proprietary information of third parties that the Board Right Period at which the term of the Shareholder Designee will expire Company is required to hold in accordance with the Company’s Organizational Documents (whether by rotation or otherwise), the election or re-election, as the case may be, of the applicable Shareholder Designee to the Board, including by (A) nominating such Shareholder Designee for election to serve as a Director as provided in this Agreementconfidence, (B) subject such access would reasonably be expected to compliance by prevent the Shareholder members of the Board or such committee from engaging in attorney-client privileged communication with Section 3.1(f), including such nomination and other required information regarding such Shareholder Designee in the Company’s proxy materials for such meeting of shareholders and counsel or (C) soliciting or causing the solicitation such access would reasonably be expected to result in a conflict of proxies in favor of the election of such Shareholder Designee as a Director, in the case of each of clauses (i) and (ii), for a term expiring at the next annual general meeting of shareholders at which members of the class of Directors to which the Shareholder Designee belongs are to be elected or re-elected, as the case may be, or until such Shareholder Designee’s successor shall have been elected and qualified, or at such earlier time, if any, as such Shareholder Designee may resign, retire, die or be removed (for any reason) as a Director. (d) Notwithstanding the foregoing, the Company shall not be obligated to procure the appointment of any individual to the Board pursuant to Section 3.1(c)(i) or to procure the election or re-election of any individual pursuant to Section 3.1(c)(ii) if such individual shall have previously been designated by the Shareholder pursuant to Section 3.1(a) and nominated by the Company for election or re-election, as the case may be, as a Director as provided in Section 3.1(c)(ii) (and provided that the Company shall have complied interest with its obligations set forth in Section 3.1(c)(ii) in respect thereof), and, following the vote of shareholders at the annual general meeting of shareholders, shall have failed to be elected or re-elected, as the case may be, as a Director by the requisite vote of the Company’s shareholders. (e) In furtherance of, and not in limitation to, the Shareholder’s rights in this Section 3.1, during the Board Right Period, (i) the Shareholder shall have the right (but not the obligation), upon written notice to the Company as provided in Section 3.1(a), to designate a Shareholder Designee to replace any Shareholder Designee who shall have resigned, retired, died or been removed from office (for any reason) or who, following the voting of shareholders at a meeting of shareholders of the Company shall have failed to be elected or re-elected, as the case may be, by the requisite vote of the Company’s shareholders; and (ii) the provisions of Sections 3.1(c) and 3.1(d) shall apply to, and the Company shall comply with its obligations contained therein in respect of, any such replacement Shareholder Designee. (f) Not less than one hundred twenty (120) days prior to the anniversary of the prior year’s annual general meeting of shareholders of the Company occurring during the Board Right Period at which members of the class of Directors to which the Shareholder Designee belongs are to be elected, the Shareholder shall (i) notify the Company in writing of the name of the Shareholder Designee to be nominated for election at such meeting and (ii) provide, or cause such Shareholder Designee to provide, to the Company, all information concerning such Shareholder Designee and his or her nomination to be elected as a Director at such meeting as shall reasonably be required to (A) comply with applicable securities laws, the rules of NASDAQ or any other stock exchange on which securities of the Company are then quoted or listed for trading and the Companies Acts and (B) enable the Nominating Committee to make determinations with respect to such Shareholder Designee’s satisfaction of the requirements set forth in Section 3.1(b)(v); provided that the Nominating Committee shall make such determinations as promptly as practicable following receipt by the Company of the notification and information contemplated in clauses (i) and (ii) of this Section 3.1(f) and shall promptly provide the Shareholder with written notice if the Nominating Committee determines that such Shareholder Designee does not satisfy such requirements (together with a reasonably detailed description of the basis on which the Nominating Committee shall have made such determination). (g) During the Board Right Period, the Company agrees that any Shareholder Designee serving as a Director shall be entitled to the same 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 such Shareholder Designee’s term of office, and with respect to indemnification arrangements, directors and officers insurance coverage and other similar protections and expense reimbursement. (h) Notwithstanding anything in this Section 3.1 to the contrary, (i) the Company will not be obligated to take any action in respect of any Shareholder Designee pursuant to Sections 3.1(c)(ii) if the Shareholder shall have failed, in any material respect, to provide, or cause to be provided, the notice and information required by clauses (i) and (ii) of Section 3.1(f); and (ii) in the event that a breach of Article IV or Article V by the Shareholder Parent or the Shareholder shall have occurred and be continuing, in addition to any other remedies that the Company may have, the Shareholder’s right to designate a Shareholder Designee shall be suspended; provided, however, that such right exclusion shall not extend to any portion of the meeting or meeting materials that does not involve or pertain to such exclusion; and (iii) ▇▇. ▇▇▇▇▇▇▇▇ shall be reinstated nominated for election as a Class III director of the Company at the third annual meeting of stockholders of the Company following the Effective Time and become effective from shall serve as a Class III director of the Company and after a director of the date on which any such default shall have been cured or remedied until Surviving Corporation for a Board Right Termination Event occurs. term expiring at the sixth annual meeting of stockholders of the Company following the Effective Time (i) During the Board Right Period and except “Second Term”); provided, that if ▇▇. ▇▇▇▇▇▇▇▇ is not elected to serve as required by applicable lawa Class III director of the Company, the Company shall not take any action all Necessary Actions to cause the removal (without cause) of a Shareholder Designee serving appoint ▇▇. ▇▇▇▇▇▇▇▇ as a DirectorClass III director of the Company, including increasing the size of the Board and appointing ▇▇. The Shareholder shall cause ▇▇▇▇▇▇▇▇ to fill the Shareholder Designee vacancy created by such increase; provided, further, that should ▇▇. ▇▇▇▇▇▇▇▇ resign from the Board, become unable to resign or, if reasonably sufficient, recuse himself or herself any time the presence of such individual as a Shareholder Designee serve on the Board shalldue to death, in disability or other reasons or otherwise cease to serve on the reasonable judgment Board for any reason prior to the expiration of the Second Term, the Sponsor will have the right to designate a Replacement Director who shall serve as a Class III director of the Company until the end of the Second Term; provided, further, that if the Charter shall have been amended to remove the classification of the Board, the Company shall take all Necessary Actions such that ▇▇. ▇▇▇▇▇▇▇▇ or any Replacement Director, as applicable, shall serve as a director of the Company until the end of the Second Term. (iv) Notwithstanding the foregoing, (A) any director nominee or Person serving as the Board Observer designated pursuant to this Section 6 may be removed from their position for Cause (provided that Sponsor shall have the right to designate (1) in the case of a removal of a director nominee, a Replacement Director who shall serve as a director of the Company until the end of the First Term or the Second Term, as applicable, or (2) in the case of a removal of a Person from the Board Observer position, another Person reasonably be likely acceptable to violate applicable law the Company to serve as the Board Observer until the end of the First Term), (B) Sponsor shall not nominate a Disqualified Individual, and (C) Sponsor may not have more than one representative as a director on the Board. (b) The Company agrees not to take, directly or indirectly, any actions that would frustrate, obstruct or otherwise compromise affect the Boardprovisions of this Section 6. (c) The Company agrees that any director serving on the Board pursuant to this Section 6 shall be entitled to the same rights and privileges applicable to all other members of the Board generally or to which all such members of the Board are entitled. In furtherance of the foregoing, the Company shall indemnify, exculpate, and reimburse fees and expenses of such director and provide such director with directors’ and officers’ liability insurance to the same extent it indemnifies, exculpates, reimburses and provides insurance for the other members of the Board pursuant to the Charter, the Bylaws or other organizational documents of the Company, any indemnification agreement with such director, applicable Law or otherwise; provided, that upon removal or resignation of such director for any reason, the Company shall take all actions reasonable necessary to extend such directors’ and officers’ liability insurance coverage for a period of not less than six (6) years from any such event in respect of any act or omission occurring at or prior to such event. (d) The Company shall reimburse the Board Observer for all reasonable and documented out-of-pocket expenses incurred by the Board Observer in connection with the Board Observer’s exercise attendance at meetings of its fiduciary dutiesthe Board and any committees thereof. The Company shall provide the Board Observer with directors’ and officers’ liability insurance to the same extent it provides insurance for the directors of the Company and enter into an indemnification agreement with the Board Observer in a form mutually acceptable to the Company and the Board Observer.

Board Representation. (a) From Upon the occurrence of the Second Closing, (i) the Company shall increase the size of the Board by two directors and after (ii) the Closing Date until a Board Right Termination Event occurs shall fill these vacancies with two persons designated by the Investor who shall be reasonably acceptable to the Board (the “Board Right Period”), the Shareholder including that each such person shall have had at least five years of private industry experience, generally confirm the right (but not Company’s mission and strategy and qualify as “independent” in accordance with Nasdaq and the obligation), upon Exchange Act) and shall meet all qualifications required by written notice to policy of the Company, to designate one individual to serve on the Board (the “Shareholder Designee”); providedincluding, however, that such Shareholder Designee shall satisfy the applicable requirements set forth in Section 3.1(b); provided, further, that if a Board Right Termination Event occurswithout limitation, the Shareholder shall promptly cause the Shareholder DesigneeBoard, if any, then serving on the Board to resign, effective immediately, from the Board and from any committees or subcommittees thereof to which the Shareholder Designee is then appointed or on which he or she is then serving, and the right of the Shareholder to designate a Shareholder Designee shall terminate. (b) Notwithstanding anything to the contrary set forth in this Agreement, any Shareholder Designee designated by the Shareholder pursuant to Section 3.1(a) (i) shall be resident in Ireland for so long as such Shareholder Designee serves as a Director; (ii) shall qualify as an “independent director” under applicable provisions of the Exchange Act and under applicable NASDAQ rules and regulations, or the applicable rules and regulations of the principal securities exchange on which the Ordinary Shares are then listed; (iii) would not, at the time of such designation, be required to disclose any information pursuant to Item 2(d) or (e) of Schedule 13D (as in effect on the date of this Agreement) if such Shareholder Designee were the “person filing” such Schedule 13D; (iv) shall not, at the time of such designation, be prohibited or disqualified 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 the Companies Acts; and (v) shall, in the good faith judgment of the Nominating and Corporate Governance Committee of the Board (and the “Nominating Committee”), satisfy the requirements set forth in ethics and compliance program of the Company’s Organizational Documents and Corporate Governance Guidelines (as , in effect from time to timetime that apply to all nominees for the Board (a “Qualified Nominee”), in each case all as are applicable to all non-employee Directors generally. The Shareholder Designee shall, upon appointment or election, as the case may be, to the Board, execute such agreements as are required to be executed by all non-employee Directors generally and shall otherwise abide by the provisions of all codes and policies of the Company that are applicable to all non-employee Directors generally, including, as applicable, set forth under “Corporate Governance” on the Company’s website at w▇▇.▇▇▇▇▇▇▇ ▇.▇▇▇▇▇▇▇ Policy, policies requiring the pre-clearance of all securities trading activity. In addition, the Company’s Code applicable definitions of Conduct and the Company’s stock ownership policy“independent” as currently in effect are set forth on Exhibit C attached hereto. (cb) During Following the Board Right Period, Second Closing and until the Company shall use reasonable endeavors to procureoccurrence of an Investor Rights Termination Event, (i) at the next scheduled each annual meeting of the Boardstockholders of the Company, which the Board shall nominate and recommend for election two Qualified Nominees designated by the Investor to serve as directors on the Board (each a “Board Representative”) and shall use its reasonable best efforts to cause such persons to be elected to serve as directors on the Board (it being understood that such Qualified Nominees shall not be in addition to the persons designated by the Investor and serving on the Board pursuant to Section 2.3(a) above, and that the Investor’s right to designate two Qualified Nominees to serve on the Board at any given time shall be validly noticed, limited to two persons); provided that such efforts will not require the appointment Company to postpone its annual meeting of the Shareholder Designee stockholders or take extraordinary solicitation efforts not taken with regard to the Board; and (ii) thereafter, at each annual general meeting of shareholders of the Company occurring during the Board Right Period at which the term of the Shareholder Designee will expire in accordance with the Company’s Organizational Documents (whether by rotation or otherwise), the election or re-election, as the case may be, of the applicable Shareholder Designee other nominees to the Board, including by (A) nominating such Shareholder Designee for election to serve as a Director as provided in this Agreement, (B) subject to compliance by the Shareholder with Section 3.1(f), including such nomination and other required information regarding such Shareholder Designee in the Company’s proxy materials for such meeting of shareholders and (C) soliciting or causing the solicitation of proxies in favor of the election of such Shareholder Designee as a Director, in the case of each of clauses (i) and (ii), for a term expiring at the next annual general meeting of shareholders at which members of the class of Directors to which the Shareholder Designee belongs are to be elected or re-elected, as the case may be, or until such Shareholder Designee’s successor shall have been elected and qualified, or at such earlier time, if any, as such Shareholder Designee may resign, retire, die or be removed (for any reason) as a Director. (d) Notwithstanding the foregoing, the Company shall not be obligated to procure the appointment of any individual to the Board pursuant to Section 3.1(c)(i) or to procure the election or re-election of any individual pursuant to Section 3.1(c)(ii) if such individual shall have previously been designated by the Shareholder pursuant to Section 3.1(a) and nominated by the Company for election or re-election, as the case may be, as a Director as provided in Section 3.1(c)(ii) (and provided that the Company shall have complied with its obligations set forth in Section 3.1(c)(ii) in respect thereof), and, following the vote of shareholders at the annual general meeting of shareholders, shall have failed to be elected or re-elected, as the case may be, as a Director by the requisite vote of the Company’s shareholders. (e) In furtherance of, and not in limitation to, the Shareholder’s rights in this Section 3.1, during the Board Right Period, (i) the Shareholder shall have the right (but not the obligation), upon written notice to the Company as provided in Section 3.1(a), to designate a Shareholder Designee to replace any Shareholder Designee who shall have resigned, retired, died or been removed from office (for any reason) or who, following the voting of shareholders at a meeting of shareholders of the Company shall have failed to be elected or re-elected, as the case may be, by the requisite vote of the Company’s shareholders; and (ii) the provisions of Sections 3.1(c) and 3.1(d) shall apply to, and the Company shall comply with its obligations contained therein in respect of, any such replacement Shareholder Designee. (f) Not less than one hundred twenty (120) days prior to the anniversary of the prior year’s annual general meeting of shareholders of the Company occurring during the Board Right Period at which members of the class of Directors to which the Shareholder Designee belongs are to be elected, the Shareholder shall (i) notify the Company in writing of the name of the Shareholder Designee to be nominated for election at such meeting and (ii) provide, or cause such Shareholder Designee to provide, to the Company, all information concerning such Shareholder Designee and his or her nomination to be elected as a Director at such meeting as shall reasonably be required to (A) comply with applicable securities laws, the rules of NASDAQ or any other stock exchange on which securities of the Company are then quoted or listed for trading and the Companies Acts and (B) enable the Nominating Committee to make determinations with respect to such Shareholder Designee’s satisfaction of the requirements set forth in Section 3.1(b)(v); provided that the Nominating Committee shall make such determinations as promptly as practicable following receipt by the Company of the notification and information contemplated in clauses (i) and (ii) of this Section 3.1(f) and shall promptly provide the Shareholder with written notice if the Nominating Committee determines that such Shareholder Designee does not satisfy such requirements (together with a reasonably detailed description of the basis on which the Nominating Committee shall have made such determination). (g) During the Board Right Period, the Company agrees that any Shareholder Designee serving as a Director shall be entitled to the same 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 such Shareholder Designee’s term of office, and with respect to indemnification arrangements, directors and officers insurance coverage and other similar protections and expense reimbursement. (h) Notwithstanding anything in this Section 3.1 to the contrary, (i) the Company will not be obligated to take any action in respect pay extraordinary costs with regard to the election of any Shareholder Designee pursuant to Sections 3.1(c)(ii) if the Shareholder shall have failed, in any material respect, to provide, or cause to be provided, the notice and information required by clauses (i) such Qualified Nominees as directors and (ii) upon the death, disability, retirement, resignation, removal or other vacancy of Section 3.1(f); and (ii) in the event that a breach of Article IV or Article V director designated by the Shareholder Parent or the Shareholder shall have occurred and be continuing, in addition to any other remedies that the Company may haveInvestor, the Shareholder’s Board shall elect as a director to fill the vacancy so created a Qualified Nominee designated by the Investor to fill such vacancy. (c) Each of the Board Representatives, if any, shall be entitled to the same compensation and same indemnification in connection with his or her role as a director as the other members of the Board, and shall be entitled to reimbursement for documented, reasonable out-of-pocket expenses incurred in attending meetings of the Board or any committees thereof, to the same extent as the other members of the Board. The Company shall notify each Board Representative of all regular and special meetings of the Board and shall notify each Board Representative of all regular and special meetings of any committee of the Board of which the respective Board Representative is a member. The Company shall provide each Board Representative with copies of all notices, minutes, consents and other materials provided to all other members of the Board concurrently as such materials are provided to the other members. (d) Investor acknowledges and agrees that if the Second Closing does not occur (i) Investor shall not have the right to designate a Shareholder Designee shall be suspended; provided, however, that such right shall be reinstated and become effective from and after the date on which any such default shall have been cured Qualified Nominee or remedied until a Board Right Termination Event occurs. Representative, (iii) During the Board Right Period and except as required by applicable law, the Company shall not take any action to cause the removal have no obligation under paragraphs (without causea) - (c) of a Shareholder Designee serving this Section 2.3 and (iii) neither the Investor nor any person designated by Investor as a Director. The Shareholder provided above in this Section 2.3 shall cause the Shareholder Designee to resign or, if reasonably sufficient, recuse himself or herself have any time the presence of such individual as a Shareholder Designee on the Board shall, in the reasonable judgment of the Board, reasonably be likely to violate applicable law or otherwise compromise the Board’s exercise of its fiduciary dutiesrights under this Section 2.3.

Board Representation. (a) From Effective as of the Completion Date, and after thereafter until the Closing Standstill Expiration Date until a Board Right Termination Event occurs (the “Board Right Period”except as otherwise permitted by Section 2.03(c)), the Shareholder size of the Board shall have be set at eight (8) Directors, provided that, so long as there has been no increase or decrease in the right (but not size of the obligationBoard pursuant to Section 2.03(c), upon written notice to the Companydeath, to designate resignation, retirement, disqualification, removal from office or earlier termination of the term of office of one individual to serve on the Board (the “Shareholder Designee”); provided, however, that such Shareholder Designee shall satisfy the applicable requirements set forth in Section 3.1(b); provided, further, that if a Board Right Termination Event occursOther Director, the Shareholder shall promptly cause the Shareholder Designee, if any, then serving on the Board to resign, effective immediately, from the Board and from any committees or subcommittees thereof to which the Shareholder Designee is then appointed or on which he or she is then serving, and the right of the Shareholder to designate a Shareholder Designee shall terminate. (b) Notwithstanding anything to the contrary set forth in this Agreement, any Shareholder Designee designated by the Shareholder pursuant to Section 3.1(a) (i) shall be resident in Ireland for so long as such Shareholder Designee serves as a Director; (ii) shall qualify as an “independent director” under applicable provisions of the Exchange Act and under applicable NASDAQ rules and regulations, or the applicable rules and regulations of the principal securities exchange on which the Ordinary Shares are then listed; (iii) would not, at the time of such designation, be required to disclose any information pursuant to Item 2(d) or (e) of Schedule 13D (as in effect on the date of this Agreement) if such Shareholder Designee were the “person filing” such Schedule 13D; (iv) shall not, at the time of such designation, be prohibited or disqualified 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 the Companies Acts; and (v) shall, in the good faith judgment of the Nominating and Corporate Governance Committee size of the Board (the “Nominating Committee”), satisfy the requirements set forth in the Company’s Organizational Documents and Corporate Governance Guidelines (as in effect from time to time), in each case as are applicable to all non-employee Directors generally. The Shareholder Designee shall, upon appointment or election, as the case may be, to the Board, execute such agreements as are required to be executed by all non-employee Directors generally and shall otherwise abide by the provisions of all codes and policies of the Company that are applicable to all non-employee Directors generally, including, as applicable, the Company’s ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Policy, policies requiring the pre-clearance of all securities trading activity, the Company’s Code of Conduct and the Company’s stock ownership policy. (c) During the Board Right Period, the Company shall use reasonable endeavors to procure, (i) at the next scheduled meeting of the Board, which shall be validly noticedautomatically reduced to seven (7) Directors. Upon the Completion Date, and thereafter until the appointment of the Shareholder Designee to the Board; and (ii) thereafter, at each Standstill Expiration Date in connection with any annual general or special meeting of shareholders of the Company occurring during the Board Right Period at which the term of the Shareholder Designee will expire in accordance with the Company’s Organizational Documents (whether by rotation or otherwise), the election or re-election, as the case may be, of the applicable Shareholder Designee to the Board, including by (A) nominating such Shareholder Designee for election to serve as a Director as provided in this Agreement, (B) subject to compliance by the Shareholder with Section 3.1(f), including such nomination and other required information regarding such Shareholder Designee in the Company’s proxy materials for such meeting of shareholders and (C) soliciting or causing the solicitation of proxies in favor of the election of such Shareholder Designee as a Director, in the case of each of clauses (i) and (ii), for a term expiring at the next annual general meeting of shareholders at which members of the class of Directors to which the Shareholder Designee belongs are to be elected or re-elected, as the case may be, or until such Shareholder Designee’s successor shall have been elected and qualified, or at such earlier time, if any, as such Shareholder Designee may resign, retire, die or be removed (for any reason) as a Director. (d) Notwithstanding the foregoing, the Company shall not be obligated to procure the appointment of any individual to the Board pursuant to Section 3.1(c)(i) or to procure the election or re-election of any individual pursuant to Section 3.1(c)(ii) if such individual shall have previously been designated by the Shareholder pursuant to Section 3.1(a) and nominated by the Company for election or re-election, as the case may be, as a Director as provided in Section 3.1(c)(ii) (and provided that the Company shall have complied with its obligations set forth in Section 3.1(c)(ii) in respect thereof), and, following the vote of shareholders at the annual general meeting of shareholders, shall have failed to be elected or re-elected, as the case may be, as a Director by the requisite vote of the Company’s shareholders. (e) In furtherance of, and not in limitation to, the Shareholder’s rights in this Section 3.1, during the Board Right Period, (i) the Shareholder shall have the right (but not the obligation), upon written notice to the Company as provided in Section 3.1(a), to designate a Shareholder Designee to replace any Shareholder Designee who shall have resigned, retired, died or been removed from office (for any reason) or who, following the voting of shareholders at a meeting of shareholders of the Company shall have failed to be elected or re-elected, as the case may be, by the requisite vote of the Company’s shareholders; and (ii) the provisions of Sections 3.1(c) and 3.1(d) shall apply to, and the Company shall comply with its obligations contained therein in respect of, any such replacement Shareholder Designee. (f) Not less than one hundred twenty (120) days prior to the anniversary of the prior year’s annual general meeting of shareholders of the Company occurring during the Board Right Period at which members of the class of Directors to which the Shareholder Designee belongs are to be elected, the Shareholder Investors acting unanimously, shall have the right to (i) notify designate two (2) nominees for appointment or election to the Company Board, who shall be Non-U.S. Persons to the extent determined necessary by the Board in writing of order to preserve the name of Company's status as a Foreign Private Issuer (the Shareholder Designee to be nominated for election at such meeting "Director Nomination Right"), and (ii) provide, or cause such Shareholder Designee recommend to provide, to the Company, all information concerning such Shareholder Designee and his or her nomination to be elected as a Director at such meeting as shall reasonably be required to (A) comply with applicable securities laws, the rules of NASDAQ or any other stock exchange on which securities of the Company are then quoted or listed for trading and the Companies Acts and (B) enable the Nominating Committee one (1) nominee for appointment or election to make determinations with respect the Board, who shall be a Non-U.S. Person to such Shareholder Designee’s satisfaction the extent determined necessary by the Board in order to preserve the Company's status as a Foreign Private Issuer, which nominee must qualify as an Independent Director and not be an Affiliate of any of the requirements set forth in Section 3.1(b)(v); provided that Investor Parties, and such nominee shall be subject to the approval of the Nominating Committee shall make such determinations as promptly as practicable following receipt by (the Company of "Director Recommendation Right" and together with the notification and information contemplated in clauses Director Nomination Right, "Governance Rights"); it being understood that (i) and (ii) of this Section 3.1(f) and shall promptly provide only an individual so proposed by the Shareholder with written notice if the Nominating Committee determines that such Shareholder Designee does not satisfy such requirements (together with a reasonably detailed description of the basis on which the Nominating Committee shall have made such determination). (g) During the Board Right Period, the Company agrees that any Shareholder Designee serving as a Director Investors shall be entitled to the same rightssuch one (1) nominee, 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 such Shareholder Designee’s term of office, and with respect to indemnification arrangements, directors and officers insurance coverage and other similar protections and expense reimbursement. (h) Notwithstanding anything in this Section 3.1 to the contrary, (i) the Company will not be obligated to take any action in respect of any Shareholder Designee pursuant to Sections 3.1(c)(ii) if the Shareholder shall have failed, in any material respect, to provide, or cause to be provided, the notice and information required by clauses (i) and (ii) of Section 3.1(f); and (ii) in the event that a breach of Article IV or Article V by the Shareholder Parent or the Shareholder shall have occurred and be continuing, in addition to any other remedies that the Company may haveNominating Committee rejects such proposed nominee, the Shareholder’s right Investors may propose alternative nominee(s) in furtherance of its Director Recommendation Right. Until the Standstill Expiration Date, the Shareholders shall not, and shall cause each of their respective Investor Controlled Affiliates not to, nominate any person for appointment or election to designate a Shareholder Designee shall be suspended; provided, however, that such right shall be reinstated and become effective from and after the date on which any such default shall have been cured or remedied until a Board Right Termination Event occursother than pursuant to the Governance Rights set forth herein. (ib) During The Board (or any committee thereof) shall have the right to nominate for election the remaining Directors that the Investors are not entitled to designate or nominate pursuant to Section 2.01(a), in accordance with the Articles of Incorporation and Bylaws. (c) The Investors shall notify the Company of any nominee designated or recommended for appointment or election to the Board (including any nominee so designated or recommended pursuant to the Director Nomination Right Period and except or the Director Recommendation Right) in writing no later than sixty (60) days prior to the one year anniversary of the immediately preceding annual meeting of shareholders of the Company, or as required otherwise approved by applicable law, the Company shall not take any action in writing, together with all information concerning such nominee required to cause be delivered to the removal (without cause) Company by the Articles of a Shareholder Designee serving as a DirectorIncorporation and Bylaws and such other information reasonably requested by the Company. The Shareholder shall cause the Shareholder Designee to resign or, if reasonably sufficient, recuse himself or herself any time the presence of such individual as a Shareholder Designee on the Board shall, in its sole discretion and in accordance with the reasonable judgment Articles of Incorporation and Bylaws, determine the Boardclassification assignment of any such Investor Director so appointed or elected. (d) Until the Standstill Expiration Date, reasonably be likely upon the death, resignation, retirement, disqualification or removal from office of any Investor Director, the Investors shall have the right to violate applicable law designate any replacement for such Investor Director, subject to, and in accordance with, the Governance Rights provided in Section 2.01(a). (e) In the event that the Board (or a committee thereof) relies on Section 2.06 to exclude a nominee selected by the Investors pursuant to the Director Nomination Right from management's slate of nominees (or otherwise compromise take adverse action with respect to any such Investor-selected nominee, including failing to recommend the Board’s exercise election of its fiduciary dutiessuch Investor-selected nominee), the Board (or such committee thereof) shall afford the Investors a reasonable opportunity to select a replacement nominee for inclusion on management's slate of nominees.

Board Representation. (a) From and after Effective as of the First Closing Date until a Board Right Termination Event occurs (the “Board Right Period”)Date, the Shareholder shall have the right (but not the obligation), upon written notice to the Company, to designate one individual to serve on the Board (the “Shareholder Designee”); provided, however, that such Shareholder Designee shall satisfy the applicable requirements set forth in Section 3.1(b); provided, further, that if a Board Right Termination Event occurs, the Shareholder shall promptly cause the Shareholder Designee, if any, then serving on the Board to resign, effective immediately, from the Board and from any committees or subcommittees thereof to which the Shareholder Designee is then appointed or on which he or she is then serving, and the right of Directors of the Shareholder to designate a Shareholder Designee shall terminate. (b) Notwithstanding anything to the contrary set forth in this Agreement, any Shareholder Designee designated by the Shareholder pursuant to Section 3.1(a) (i) shall be resident in Ireland for so long as such Shareholder Designee serves as a Director; (ii) shall qualify as an “independent director” under applicable provisions of the Exchange Act and under applicable NASDAQ rules and regulations, or the applicable rules and regulations of the principal securities exchange on which the Ordinary Shares are then listed; (iii) would not, at the time of such designation, be required to disclose any information pursuant to Item 2(d) or (e) of Schedule 13D (as in effect on the date of this Agreement) if such Shareholder Designee were the “person filing” such Schedule 13D; (iv) shall not, at the time of such designation, be prohibited or disqualified 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 the Companies Acts; and (v) shall, in the good faith judgment of the Nominating and Corporate Governance Committee of the Board (the “Nominating Committee”), satisfy the requirements set forth in the Company’s Organizational Documents and Corporate Governance Guidelines (as in effect from time to time), in each case as are applicable to all non-employee Directors generally. The Shareholder Designee shall, upon appointment or election, as the case may be, to the Board, execute such agreements as are required to be executed by all non-employee Directors generally and shall otherwise abide by the provisions of all codes and policies of the Company that are applicable to all non-employee Directors generally, including, as applicable, the Company’s Seller will appoint ▇▇▇▇▇▇▇ ▇. ▇▇▇▇ and ▇▇▇▇▇▇▇ Policy, policies requiring the pre-clearance of all securities trading activity, the Company’s Code of Conduct and the Company’s stock ownership policy. (c) During the Board Right Period, the Company shall use reasonable endeavors to procure, (i) at the next scheduled meeting of the Board, which shall be validly noticed, the appointment of the Shareholder Designee to the Board; and (ii) thereafter, at each annual general meeting of shareholders of the Company occurring during the Board Right Period at which the term of the Shareholder Designee will expire in accordance with the Company’s Organizational Documents (whether by rotation or otherwise), the election or re-election, as the case may be, of the applicable Shareholder Designee to the Board, including by (A) nominating such Shareholder Designee for election to serve as a Director as provided in this Agreement, (B) subject to compliance by the Shareholder with Section 3.1(f), including such nomination and other required information regarding such Shareholder Designee in the Company’s proxy materials for such meeting of shareholders and (C) soliciting or causing the solicitation of proxies in favor of the election of such Shareholder Designee as a Director, in the case of each of clauses (i) and (ii), for a term expiring at the next annual general meeting of shareholders at which members of the class of Directors to which the Shareholder Designee belongs are to be elected or re-elected, as the case may be, or until such Shareholder Designee’s successor shall have been elected and qualified, or at such earlier time, if any, as such Shareholder Designee may resign, retire, die or be removed (for any reason) as a Director. (d) Notwithstanding the foregoing, the Company shall not be obligated to procure the appointment of any individual ▇. ▇▇▇▇▇▇▇ to the Board pursuant to Section 3.1(c)(i) or to procure the election or re-election of any individual pursuant to Section 3.1(c)(ii) if such individual shall have previously been designated by the Shareholder pursuant to Section 3.1(a) and nominated by the Company for election or re-election, as the case may be, as a Director as provided in Section 3.1(c)(ii) (and provided that the Company shall have complied with its obligations set forth in Section 3.1(c)(ii) in respect thereof), and, following the vote of shareholders at the annual general meeting of shareholders, shall have failed to be elected or re-elected, as the case may be, as a Director by the requisite vote Directors of the Company’s shareholders. (e) In furtherance ofSeller, and not in limitation toeach to fill an existing vacancy on the Seller's Board of Directors until the next Annual Meeting of the Stockholders of the Seller or until their earlier resignation, retirement, or death. Until the Shareholder’s rights in this Section 3.1, during the Board Right Period, first to occur of (i) the Shareholder shall have passage of five calendar years after the right (but not the obligation)First Closing Date, upon written notice to the Company as provided in Section 3.1(a), to designate a Shareholder Designee to replace any Shareholder Designee who shall have resigned, retired, died or been removed from office (for any reason) or who, following the voting of shareholders at a meeting of shareholders of the Company shall have failed to be elected or re-elected, as the case may be, by the requisite vote of the Company’s shareholders; and (ii) the provisions of Sections 3.1(cdate (if any) and 3.1(d) shall apply to, and the Company shall comply with its obligations contained therein in respect of, any such replacement Shareholder Designee. (f) Not less than one hundred twenty (120) days prior to the anniversary of the prior year’s annual general meeting of shareholders of the Company occurring during the Board Right Period at which members of the class of Directors to which the Shareholder Designee belongs are to be elected, the Shareholder shall (i) notify the Company in writing of the name of the Shareholder Designee to be nominated for election at such meeting and (ii) provide, or cause such Shareholder Designee to provide, to the Company, all information concerning such Shareholder Designee and his or her nomination to be elected as a Director at such meeting as shall reasonably be required to (A) comply with applicable securities laws, the rules of NASDAQ or any other stock exchange on which securities of the Company are then quoted or listed for trading and the Companies Acts and (B) enable the Nominating Committee to make determinations with respect to such Shareholder Designee’s satisfaction of the requirements set forth in Section 3.1(b)(v); provided that the Nominating Committee shall make such determinations as promptly as practicable following receipt by the Company of the notification and information contemplated in clauses (i) and (ii) of this Section 3.1(f) and shall promptly provide the Shareholder with written notice if the Nominating Committee determines that such Shareholder Designee does not satisfy such requirements (together with a reasonably detailed description of the basis on which the Nominating Committee shall have made such determinationPurchaser and all Persons controlling, controlled by, or under common control with the Purchaser no longer collectively own at least five percent of the outstanding Seller Common Stock, and (iii) the occurrence of a Purchaser Breach (as hereinafter defined) (the "Corporate Governance Period"). (g) During the Board Right Period, the Company agrees that any Shareholder Designee serving as a Director Seller shall be entitled nominate two individuals designated by the Purchaser for election to the same 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 such Shareholder Designee’s term Seller's Board of office, and with respect to indemnification arrangements, directors and officers insurance coverage and other similar protections and expense reimbursement. (h) Notwithstanding anything in this Section 3.1 to the contrary, (i) the Company will not be obligated to take any action in respect of any Shareholder Designee pursuant to Sections 3.1(c)(ii) if the Shareholder shall have failed, in any material respect, to provide, or cause to be provided, the notice and information required by clauses (i) and (ii) of Section 3.1(f); and (ii) in the event that a breach of Article IV or Article V by the Shareholder Parent or the Shareholder shall have occurred and be continuing, in addition to any other remedies that the Company may have, the Shareholder’s right to designate a Shareholder Designee shall be suspendedDirectors; provided, however, that such right shall be reinstated and become effective from and after notwithstanding the date on which any such default shall have been cured or remedied until a Board Right Termination Event occurs. (i) During foregoing, the Purchaser agrees that the Board Right Period of Directors of the Seller shall not be required to so nominate any individual designated by the Purchaser (a) with respect to whom disclosure would have to be made in any report or proxy material required to be filed with the Commission pursuant to the Exchange Act that was subject, directly or indirectly, to the disclosure requirements of either Item 401(f) of Regulation S-K, Item 401(d) of Regulation S-B, or any successor provision of any of the foregoing, in compliance with Item 401(f) of Regulation S-K, Item 401(d) of Regulation S- B, or any successor provision of any of the foregoing, or (b) who does not agree in writing to such nomination and except to serve as required a Director of the Seller if elected as such by applicable lawthe stockholders of the Seller. In addition, during the Corporate Governance Period, the Company Seller will appoint one designee of the Purchaser to the Advisory Committee to the Seller's Board of Directors; provided, however, that notwithstanding the foregoing, the Purchaser agrees that the Seller shall not take be required to so appoint any action individual designated by the Purchaser with respect to cause whom, if a Director of the removal (without causeSeller, disclosure would have to be made in any report or proxy material required to be filed with the Commission pursuant to the Exchange Act that was subject, directly or indirectly, to the disclosure requirements of either Item 401(f) of a Shareholder Designee serving as a DirectorRegulation S-K, Item 401(d) of Regulation S-B, or any -30- successor provision of any of the foregoing, in compliance with Item 401(f) of Regulation S-K, Item 401(d) of Regulation S-B, or any successor provision of any of the foregoing. The Shareholder shall cause Notwithstanding any provision of this Agreement to the Shareholder Designee to resign orcontrary, if reasonably sufficient, recuse himself or herself any time the presence of such individual as a Shareholder Designee on the Board shallhowever, in the reasonable judgment event that neither a Second Closing nor a Third Closing occurs hereunder, then the Seller shall only be required pursuant to this Section 6.2 to nominate one such individual designated by the Purchaser for election to the Seller's Board of Directors for the remainder, if any, of the Board, reasonably be likely to violate applicable law or otherwise compromise the Board’s exercise of its fiduciary dutiesCorporate Governance Period.

Board Representation. (a) From 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 Purchase Agreement) and after (ii) the Closing Date until date on which the IEP Group ceases to own at least 10.0% of the issued and 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 Right Termination Event occurs at least thirty (30) days prior to the IEP Entities’ (or the IEP Group’s) taking any of 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 by-laws expires during such thirty (30) day period, then the IEP Entities may, during such thirty (30) day period, submit to the Company a By-Law Director Nomination) (the “Board Right Designation Period”), the Shareholder Board shall have take all action necessary to nominate and recommend for election at each annual meeting of stockholders the right then-serving Chief Executive Officer of IEP (but not the obligation)or, upon written notice if such individual is unwilling or unable to serve as a director of the Company, to designate one an individual to serve on designated by the Board IEP Group who is not an employee of any IEP Entity (the “Shareholder Replacement Designee”); provided, however, provided that any that such Shareholder Designee individual shall satisfy meet the applicable requirements set forth in Section 3.1(b); provided, further, that if a Board Right Termination Event occurs, the Shareholder shall promptly cause the Shareholder Designee, if any, then serving on the Board to resign, effective immediately, from the Board and from any committees or subcommittees thereof to which the Shareholder Designee is then appointed or on which he or she is then serving, and the right of the Shareholder to designate a Shareholder Designee shall terminate. (b) Notwithstanding anything to the contrary set forth in this Agreement, any Shareholder Designee designated by the Shareholder pursuant to Section 3.1(a) (i) shall be resident in Ireland for so long as such Shareholder Designee serves as a Director; (ii) shall qualify as an “independent director” under applicable provisions of the Exchange Act and under applicable NASDAQ rules and regulations, or the applicable rules and regulations of the principal securities exchange on which the Ordinary Shares are then listed; (iii) would not, at the time of such designation, be required to disclose any information pursuant to Item 2(d) or (e) of Schedule 13D (as in effect on the date of this Agreement) if such Shareholder Designee were the “person filing” such Schedule 13D; (iv) shall not, at the time of such designation, be prohibited or disqualified 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 the Companies Acts; and (v) shall, in the good faith judgment of the Nominating and Corporate Governance Committee of the Board (the “Nominating Committee”), satisfy the requirements set forth in the Company’s Organizational Documents bylaws and the Corporate Governance Guidelines Principles adopted by the Board and shall be reasonably acceptable to the Company (as in effect from time to timean “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 each case accordance with the foregoing shall continue as are applicable a director of the Company until the earlier of (x) his or her death, resignation or removal and (y) 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 all non-employee Directors generally. The Shareholder Designee shall, this Section 3.04 to resign from the Board upon appointment or election, as the case may be, to termination of the Board, execute Board Designation Period (it being understood that such agreements as are individual’s form of resignation letter that is required to be executed by all non-employee Directors generally such individual and shall otherwise abide held by the provisions Company Secretary as a condition of all codes and policies membership on the Board shall be automatically effective upon the termination of the Company that are Board Designation Period, as well as upon the effectiveness triggers applicable to all nonmembers 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-employee Directors generally, including, as applicableissued and outstanding Common Stock, the Company’s ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ PolicyIEP Entities shall not be considered members of the IEP Group. (b) AEP, policies requiring the pre-clearance of all securities trading activityIEH, IEP, the Company’s Code of Conduct IEP Group Designee and the Company’s stock ownership policyCompany 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. (c) During The Company shall pay the Board Right Periodreasonable and documented out-of-pocket expenses incurred by the IEP Group Designee in connection with his or her services provided to or on behalf of the Company, including attending meetings or events attended on behalf of the Company, on the same basis that the Company shall use reasonable endeavors to procure, (i) at the next scheduled meeting pays such expenses for all other members of the Board, which shall be validly noticed, the appointment of the Shareholder Designee to the Board; and (ii) thereafter, at each annual general meeting of shareholders of the Company occurring during the Board Right Period at which the term of the Shareholder Designee will expire in accordance with the Company’s Organizational Documents (whether by rotation or otherwise), the election or re-election, as the case may be, of the applicable Shareholder Designee to the Board, including by (A) nominating such Shareholder Designee for election to serve as a Director as provided in this Agreement, (B) subject to compliance by the Shareholder with Section 3.1(f), including such nomination and other required information regarding such Shareholder Designee in the Company’s proxy materials for such meeting of shareholders and (C) soliciting or causing the solicitation of proxies in favor of the election of such Shareholder Designee as a Director, in the case of each of clauses (i) and (ii), for a term expiring at the next annual general meeting of shareholders at which members of the class of Directors to which the Shareholder Designee belongs are to be elected or re-elected, as the case may be, or until such Shareholder Designee’s successor shall have been elected and qualified, or at such earlier time, if any, as such Shareholder Designee may resign, retire, die or be removed (for any reason) as a Director. (d) Notwithstanding the foregoing, the Company shall not be obligated to procure the appointment of any individual to the Board pursuant to Section 3.1(c)(i) or to procure the election or re-election of any individual pursuant to Section 3.1(c)(ii) if such individual shall have previously been designated by the Shareholder pursuant to Section 3.1(a) and nominated by the Company for election or re-election, as the case may be, as a Director as provided in Section 3.1(c)(ii) (and provided that the Company shall have complied with its obligations set forth in Section 3.1(c)(ii) in respect thereof), and, following the vote of shareholders at the annual general meeting of shareholders, shall have failed to be elected or re-elected, as the case may be, as a Director by the requisite vote of the Company’s shareholders. (e) In furtherance of, and not in limitation to, the Shareholder’s rights in this Section 3.1, during the Board Right Period, (i) the Shareholder shall have the right (but not the obligation), upon written notice to the Company as provided in Section 3.1(a), to designate a Shareholder Designee to replace any Shareholder Designee who shall have resigned, retired, died or been removed from office (for any reason) or who, following the voting of shareholders at a meeting of shareholders of the Company shall have failed to be elected or re-elected, as the case may be, by the requisite vote of the Company’s shareholders; and (ii) the provisions of Sections 3.1(c) and 3.1(d) shall apply to, and the Company shall comply with its obligations contained therein in respect of, any such replacement Shareholder Designee. (f) Not less than one hundred twenty (120) days prior to the anniversary of the prior year’s annual general meeting of shareholders of the Company occurring during the Board Right Period at which members of the class of Directors to which the Shareholder Designee belongs are to be elected, the Shareholder shall (i) notify the Company in writing of the name of the Shareholder Designee to be nominated for election at such meeting and (ii) provide, or cause such Shareholder Designee to provide, to the Company, all information concerning such Shareholder Designee and his or her nomination to be elected as a Director at such meeting as shall reasonably be required to (A) comply with applicable securities laws, the rules of NASDAQ or any other stock exchange on which securities of the Company are then quoted or listed for trading and the Companies Acts and (B) enable the Nominating Committee to make determinations with respect to such Shareholder Designee’s satisfaction of the requirements set forth in Section 3.1(b)(v); provided that the Nominating Committee shall make such determinations as promptly as practicable following receipt by the Company of the notification and information contemplated in clauses (i) and (ii) of this Section 3.1(f) and shall promptly provide the Shareholder with written notice if the Nominating Committee determines that such Shareholder Designee does not satisfy such requirements (together with a reasonably detailed description of the basis on which the Nominating Committee shall have made such determination). (g) During the Board Right Period, the Company agrees that any Shareholder Designee serving as a Director shall be entitled to the same 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 such Shareholder Designee’s term of office, and with respect to indemnification arrangements, directors and officers insurance coverage and other similar protections and expense reimbursement. (h) Notwithstanding anything in this Section 3.1 to the contrary, (i) the Company will not be obligated to take any action in respect of any Shareholder Designee pursuant to Sections 3.1(c)(ii) if the Shareholder shall have failed, in any material respect, to provide, or cause to be provided, the notice and information required by clauses (i) and (ii) of Section 3.1(f); and (ii) in the event that a breach of Article IV or Article V by the Shareholder Parent or the Shareholder shall have occurred and be continuing, in addition to any other remedies that the Company may have, the Shareholder’s right to designate a Shareholder Designee shall be suspended; provided, however, that such right shall be reinstated and become effective from and after the date on which any such default shall have been cured or remedied until a Board Right Termination Event occurs. (i) During the Board Right Period and except as required by applicable law, the Company shall not take any action to cause the removal (without cause) of a Shareholder Designee serving as a Director. The Shareholder shall cause the Shareholder Designee to resign or, if reasonably sufficient, recuse himself or herself any time the presence of such individual as a Shareholder Designee on the Board shall, in the reasonable judgment of the Board, reasonably be likely to violate applicable law or otherwise compromise the Board’s exercise of its fiduciary duties.

Board Representation. (ai) From and after the Closing Effective Date until a Board Right Termination Event occurs the Common Expiration Date, the Majority Trailer Investors may nominate five directors (collectively, the “Investor Directors”) to be elected to the Board. Any such nominee for Investor Director shall be subject to (A) the reasonable approval of the Board’s Nominating and Corporate Governance Committee (the “Board Right PeriodGovernance Committee”) (such approval not to be unreasonably withheld, conditioned or delayed), and (B) satisfaction of all legal and governance requirements regarding service as a director of the Shareholder shall have Corporation; provided that the Corporation shall, at the reasonable request of the Majority Trailer Investors, so long as such request is not inconsistent with applicable law or exchange requirements, amend or modify any such requirements so as not to any way impede the right (but not of the obligation)Majority Trailer Investors to nominate directors. On the Effective Date, upon written notice the Corporation shall cause the five initial Investor Directors who are named in Section 4.1 of the Investor Rights Agreement to be elected and appointed to the CompanyBoard. The Corporation from time to time shall take all actions necessary or reasonably required such that the number of members on the Board shall (1) except as otherwise provided herein, to designate one individual consist of no more than seven non-Investor Directors, and (2) if necessary, be increased such that there are sufficient seats on the Board for the Investor Directors to serve on the Board and such vacancies (the “Shareholder DesigneeInvestor Director Seats”) shall be filled by the Investor Directors, effective as of the Effective Date (or, if later, then the date that the Majority Trailer Investors determine to appoint such Investor Directors); provided. Each Investor Director appointed pursuant to this Section 7(a)(i) shall continue to hold office until such Investor Director’s term expires, subject, however, that such Shareholder Designee shall satisfy the applicable requirements set forth to prior death, resignation, retirement, disqualification or termination of term of office as provided in Section 3.1(b7(a)(iii); provided, further, that if a Board Right Termination Event occurs, the Shareholder shall promptly cause the Shareholder Designee, if any, then serving on the Board to resign, effective immediately, from the Board and from any committees or subcommittees thereof to which the Shareholder Designee is then appointed or on which he or she is then serving, and the right of the Shareholder to designate a Shareholder Designee shall terminate. (bii) Notwithstanding anything Prior to the contrary set forth in this AgreementCommon Expiration Date, any Shareholder Designee at each meeting of the Corporation’s stockholders at which the election of directors to the Investor Director Seats is to be considered, the Corporation shall, subject to the provisions of Section 7(a)(i) and Section 7(a)(iii), nominate the Investor Director(s) designated by the Shareholder pursuant Majority Trailer Investors for election to Section 3.1(a) (i) shall be resident the Board by the holders of voting capital stock and solicit proxies from the Corporation’s stockholders in Ireland for so long as such Shareholder Designee serves as a Director; (ii) shall qualify as an “independent director” under applicable favor of the election of Investor Directors. Subject to the provisions of Section 7(a)(i) and Section 7(a)(iii), the Exchange Act and under applicable NASDAQ rules and regulations, or the applicable rules and regulations of the principal securities exchange on which the Ordinary Shares are then listed; (iii) would not, at the time of such designation, Corporation shall use all reasonable best efforts to cause each Investor Director to be required elected to disclose any information pursuant to Item 2(d) or (e) of Schedule 13D (as in effect on the date of this Agreement) if such Shareholder Designee were the “person filing” such Schedule 13D; (iv) shall not, at the time of such designation, be prohibited or disqualified 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 the Companies Acts; and (v) shall, in the good faith judgment of the Nominating and Corporate Governance Committee of the Board (the “Nominating Committee”), satisfy the requirements set forth in the Company’s Organizational Documents and Corporate Governance Guidelines (as in effect from time to time), in each case as are applicable to including voting all non-employee Directors generally. The Shareholder Designee shall, upon appointment or election, as the case may be, to the Board, execute such agreements as are required to be executed by all non-employee Directors generally and shall otherwise abide by the provisions of all codes and policies of the Company that are applicable to all non-employee Directors generally, including, as applicable, the Company’s ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Policy, policies requiring the pre-clearance of all securities trading activity, the Company’s Code of Conduct and the Company’s stock ownership policy. (c) During the Board Right Period, the Company shall use reasonable endeavors to procure, (i) at the next scheduled meeting of the Board, which shall be validly noticed, the appointment of the Shareholder Designee to the Board; and (ii) thereafter, at each annual general meeting of shareholders of the Company occurring during the Board Right Period at which the term of the Shareholder Designee will expire in accordance with the Company’s Organizational Documents (whether by rotation or otherwise), the election or re-election, as the case may be, of the applicable Shareholder Designee to the Board, including by (A) nominating such Shareholder Designee for election to serve as a Director as provided in this Agreement, (B) subject to compliance by the Shareholder with Section 3.1(f), including such nomination and other required information regarding such Shareholder Designee in the Company’s proxy materials for such meeting of shareholders and (C) soliciting or causing the solicitation of unrestricted proxies in favor of the election of such Shareholder Designee as a Investor Director and including recommending approval of such Investor Director, in ’s appointment to the case of each of clauses (iBoard) and (ii), for a term expiring at the next annual general meeting of shareholders at which members of the class of Directors to which the Shareholder Designee belongs are to be elected or re-elected, as the case may be, or until such Shareholder Designee’s successor shall have been elected and qualified, or at such earlier time, if any, as such Shareholder Designee may resign, retire, die or be removed (for any reason) as a Director. (d) Notwithstanding the foregoing, the Company shall not be obligated to procure the appointment of any individual to the Board pursuant to Section 3.1(c)(i) or to procure the election or re-election of any individual pursuant to Section 3.1(c)(ii) if such individual shall have previously been designated by the Shareholder pursuant to Section 3.1(a) and nominated by the Company for election or re-election, as the case may be, as a Director as provided in Section 3.1(c)(ii) (and provided that the Company shall have complied with its obligations set forth in Section 3.1(c)(ii) in respect thereof), and, following the vote of shareholders at the annual general meeting of shareholders, shall have failed to be elected or re-elected, as the case may be, as a Director by the requisite vote of the Company’s shareholders. (e) In furtherance of, and not in limitation to, the Shareholder’s rights in this Section 3.1, during the Board Right Period, (i) the Shareholder shall have the right (but not the obligation), upon written notice to the Company as provided in Section 3.1(a), to designate a Shareholder Designee to replace any Shareholder Designee who shall have resigned, retired, died or been removed from office (for any reason) or who, following the voting of shareholders at a meeting of shareholders of the Company shall have failed to be elected or re-elected, as the case may be, by the requisite vote of the Company’s shareholders; and (ii) the provisions of Sections 3.1(c) and 3.1(d) shall apply to, and the Company shall comply with its obligations contained therein in respect of, any such replacement Shareholder Designee. (f) Not less than one hundred twenty (120) days prior to the anniversary of the prior year’s annual general meeting of shareholders of the Company occurring during the Board Right Period at which members of the class of Directors to which the Shareholder Designee belongs are to be elected, the Shareholder shall (i) notify the Company in writing of the name of the Shareholder Designee to be nominated for election at such meeting and (ii) provide, or cause such Shareholder Designee to provide, to the Company, all information concerning such Shareholder Designee and his or her nomination to be elected as a Director at such meeting as shall reasonably be required to (A) comply with applicable securities laws, the rules of NASDAQ or any other stock exchange on which securities of the Company are then quoted or listed for trading and the Companies Acts and (B) enable the Nominating Committee to make determinations with respect to such Shareholder Designee’s satisfaction of the requirements set forth in Section 3.1(b)(v); provided that the Nominating Committee shall make such determinations as promptly as practicable following receipt by the Company of the notification and information contemplated in clauses (i) and (ii) of this Section 3.1(f) and shall promptly provide the Shareholder with written notice if the Nominating Committee determines that such Shareholder Designee does not satisfy such requirements (together with a reasonably detailed description of the basis on which the Nominating Committee shall have made such determination). (g) During the Board Right Period, the Company agrees that any Shareholder Designee serving as a Director shall be entitled to the same 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 such Shareholder Designee’s term of office, and with respect to indemnification arrangements, directors and officers insurance coverage and other similar protections and expense reimbursement. (h) Notwithstanding anything in this Section 3.1 to the contrary, (i) the Company will not be obligated to take any action in respect of any Shareholder Designee pursuant to Sections 3.1(c)(ii) if the Shareholder shall have failed, in any material respect, to provide, or cause to be provided, the notice and information required by clauses (i) and (ii) of Section 3.1(f); and (ii) in the event that a breach of Article IV or Article V by the Shareholder Parent or the Shareholder shall have occurred and be continuing, in addition to any other remedies that the Company may have, the Shareholder’s right to designate a Shareholder Designee shall be suspended; provided, however, that such right shall be reinstated and become effective from and after the date on which any such default shall have been cured or remedied until a Board Right Termination Event occurs. (i) During the Board Right Period and except as required by applicable law, the Company shall not take any action to cause which would diminish the removal (without causeprospects of such Investor Director(s) of a Shareholder Designee serving being elected to the Board. (iii) The right of the Majority Trailer Investors to designate the Investor Directors pursuant to Section 7(a)(i) and Section 7(a)(ii) shall terminate on the Common Expiration Date. If the right of the Majority Trailer Investors to nominate Investor Directors terminates pursuant to the immediately preceding sentence, then each Investor Director shall promptly submit his or her resignation as a Directormember of the Board and each applicable Sub Board with immediate effect. (iv) Any elected Investor Director may resign from the Board at any time by giving written notice to the Board. The Shareholder resignation is effective without acceptance when the notice is given to the Board, unless a later effective time is specified in the notice. (v) So long as the Majority Trailer Investors retain the right to designate Investor Directors, the Corporation shall use all reasonable best efforts to remove any Investor Director only if so directed in writing by the Majority Trailer Investors. (vi) In the event of a vacancy on the Board resulting from the death, disqualification, resignation, retirement or termination of term of office of an Investor Director nominated by the Majority Trailer Investors, the Corporation shall use all reasonable best efforts to fill such vacancy with a representative designated by the Majority Trailer Investors as provided hereunder, in either case, to serve until the next annual or special meeting of the stockholders (and at such meeting, such representative, or another representative designated by the Majority Trailer Investors, will be elected to the Board in the manner set forth in Section 7(a)(ii)). (vii) The Investor Directors and the Board Observer, if any, shall be entitled to reimbursement of reasonable expenses incurred in such capacities, but shall not otherwise be entitled to any compensation from the Corporation in such capacities as Investor Directors or the Board Observer. (viii) Until the Majority Trailer Investors cease to hold, or cease to “beneficially own” (within the meaning of Rule 13d-3 under the Exchange Act) at least 2% of the issued and outstanding Common Stock of the Corporation, the Majority Trailer Investors shall have the right to designate one non-compensated, non-voting observer (the “Board Observer”) to attend all meetings of the Board as an observer. The Board Observer shall not attend executive sessions or committee meetings without the consent of the majority of the members of the Board or committee members; provided that the Board Observer shall be entitled to attend all meetings of the Audit Committee. The Board Observer shall be entitled to notice of all meetings of the Board and the Audit Committee in the manner that notice is provided to members of the Board or the Audit Committee, as applicable, shall be entitled to receive all materials provided to members of the Board and the Audit Committee, shall be entitled to attend (whether in person, by telephone, or otherwise), subject to the restriction set forth in the immediately preceding sentence, all meetings of the Board and the Audit Committee as a non-voting observer. (ix) Subject to (A) the reasonable approval of the Governance Committee (such approval not to be unreasonably withheld, conditioned or delayed), and (B) satisfaction of all legal and governance requirements regarding service as a director or member of any committee of the Corporation or any of its Subsidiaries, at the request of the Majority Trailer Investors, the Corporation shall cause the Shareholder Designee Investor Directors to resign or, if reasonably sufficient, recuse himself or herself any time the presence of such individual as a Shareholder Designee have proportional representation (relative to their percentage on the Board shallwhole Board, but in no event less than one representative) on the reasonable judgment boards (or equivalent governing body) of each Subsidiary (each, a “Sub Board”), and each committee of the Board, reasonably be likely Board (other than the Audit Committee of the Board (the “Audit Committee”) to violate the extent prohibited by applicable law or otherwise compromise exchange requirements but shall allow one representative to attend meetings of the Audit Committee as a non-voting observer) and each Sub Board’s exercise . The Corporation shall at the reasonable request of the Majority Trailer Investors, so long as such request is not inconsistent with applicable law or exchange requirements, amend or modify any requirements regarding service as a director or member of any committee of the Corporation or any of its fiduciary dutiesSubsidiaries. (x) The Corporation shall purchase and maintain directors’ and officers’ liability insurance policy covering each Investor Director effective from the Effective Date (or such later date as such Investor Director is appointed pursuant to Section 7(a)(i) or Section 7(a)(ii)) and shall purchase and maintain for a period of not less than six years from the date of any Investor Director’s death, resignation, retirement, disqualification or termination of term of office as provided in Section 7(a)(iii), a directors’ and officers’ liability insurance tail policy for such Investor Director.