Common use of Board Representation Clause in Contracts

Board Representation. (a) Until the occurrence of an Investor Rights Termination Event, (i) there shall be five (5) directors of the Company, except as otherwise agreed to 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 as directors and the 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 “Series B Preferred Directors”). (b) 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 exclusion of all other classes or series of the Company’s capital stock), to elect the Series B Preferred Directors, as provided in the Certificate of Designation, 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 holders of Voting Securities, voting together as a single class on an as-converted to Common Stock basis (the “Remaining Directors”). (c) Any Series B Preferred Director elected pursuant to Section 2 of the Certificate of Designation may be removed at any time, with or without cause by, and only by, the affirmative vote, given at a meeting or by written consent, of the holder(s) who designated or nominated such director. The Remaining Directors may be removed at any time, with or without cause by the affirmative vote, given at a meeting or by written consent, of the holders of the Voting Securities, voting together as a single class on an as-converted to Common Stock basis. (d) The Series B Preferred Directors shall be entitled to reimbursement from the Company for all costs and expenses in attending any meetings of the Board or any committee thereof, as provided in the Certificate of Designation. The Company shall notify the Series B Preferred Directors of all regular and 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 members of the Board concurrently as such materials are provided to the other members.

Board Representation. (a) Until For as long as JD holds no less than twelve and half percent (12.5%) of the occurrence 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 (such director, or such other individual who may be designated by JD from time to time, the “JD Director”), and the Company shall promptly cause the appointment or election of such JD Director to the Board, including, convening a meeting of the Board pursuant to the Memorandum and Articles and appointing such JD Director to the Board, and in the case of an Investor Rights Termination Eventelection, (i) there shall nominating such individual to be five (5) directors of the Company, except elected as otherwise agreed to by Phoenix and the Required Holders or a director as provided in the Certificate of Designation; and herein, (ii) Phoenix shall be entitled recommending to nominate two the Shareholders the election of such JD Director to the Board in any meeting of Shareholders to elect directors, including soliciting proxies in favor of the election of the JD Director, (2iii) including such nomination and recommendation regarding such individual directors or director nominees to serve as directors and the 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 Company’s notice for any meeting of Designation Shareholders to elect directors, and (collectivelyiv) if necessary, expanding the “Series B Preferred Directors”)size of the Board in order to appoint the JD Director. (b) Until In 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 event of the Series B Preferred Stock death, disability, retirement or resignation of the JD Director (or any other vacancy created by removal thereof), JD shall have the rightexclusive right to designate a replacement to fill such vacancy and serve on the Board, voting separately as a class (and the Company shall promptly cause the appointment or election of such individual to the exclusion Board (who shall, following such appointment or election, be the JD Director for purposes of all other classes or series of the Company’s capital stock), to elect the Series B Preferred Directors, as provided in the Certificate of Designation, 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 holders of Voting Securities, voting together as a single class on an as-converted to Common Stock basis (the “Remaining Directors”this Agreement). (c) Any Series B Preferred Director elected pursuant to Section 2 of the Certificate of Designation may be removed at At any time, with or without cause by, and only by, the affirmative vote, given at a meeting or by written consent, of the holder(s) who designated or nominated such director. The Remaining Directors may be removed at any time, with or without cause by the affirmative vote, given at a meeting or by written consent, of the holders of the Voting Securities, voting together as a single class on an as-converted to Common Stock basis. (d) The Series B Preferred Directors shall be entitled to reimbursement from the Company for all costs and expenses in attending any meetings of the Board or any committee thereofannual 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, as provided in the Certificate Company shall cause the Board to re-appoint the 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 the terms of Designationthe Memorandum and Articles and any Applicable Law. The Company agrees that it shall notify the Series B Preferred Directors of all regular and special meetings not take any action, in favor of the Board and any committee removal of the Board JD Director unless such removal shall be for Cause. Removal for “Cause” shall mean removal of which a director because of such director’s (i) willful misconduct that is materially injurious, monetarily or otherwise, to the Company or any of the Series B Preferred Directors is its Subsidiaries, (ii) conviction for, or guilty plea to, a member. The Company shall provide the Series B Preferred Directors with copies felony or a crime involving moral turpitude, or (iii) abuse of all notices, minutes, consents and illegal drugs or other materials provided to all other members of the Board concurrently as such materials are provided to the other memberscontrolled substances or habitual intoxication.

Board Representation. Subject to the Companies Law (aas revised) Until of the occurrence of an Investor Rights Termination EventCayman Islands, as amended from time to time and every statutory modification or re-enactment thereof for the time being in force (the “Statute”), (i) there the Series A Investors shall be five (5) directors of entitled, by notice in writing to the Company, except as otherwise agreed to 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 as directors and the Required Holders shall be entitled to nominate designate one (1) individual director or director nomineeindividual, who as an observer (the “Series A Observer”), (ii) CVP shall be independent under applicable Nasdaq and SEC rulesentitled, by notice in writing to the Company, to serve as a directordesignate one (1) individual, as an observer (the “CVP Observer”) provided that CVP does not have the right to appoint the CVP Director pursuant to Section 1.2(a), (iii) Verlinvest shall be entitled, by notice in writing to the Certificate of Designation Company, to designate one (collectively1) individual, as an observer (the “Verlinvest Observer”) provided that Verlinvest does not have the right to appoint the Verlinvest Director pursuant to Section 1.2(b), and (iv) BVCF shall be entitled, by notice in writing to the Company, to designate one (1) individual, as an observer (the “BVCF Observer”, together with the Series A Observer, CVP Observer and Verlinvest Observer, the “Series B Preferred DirectorsObservers”). (b) 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 provided that BVCF does not have the right, voting separately as a class (right to appoint the exclusion of all other classes or series of the Company’s capital stockBVCF Director pursuant to Section 1.2(c), to elect the Series B Preferred Directors, as provided in the Certificate of Designation, 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 holders of Voting Securities, voting together as a single class on an as-converted to Common Stock basis (the “Remaining Directors”). (c) Any Series B Preferred Director elected pursuant to Section 2 of the Certificate of Designation may be removed at any time, with or without cause by, and only by, the affirmative vote, given at a meeting or by written consent, of the holder(s) who designated or nominated such director. The Remaining Directors may be removed at any time, with or without cause by the affirmative vote, given at a meeting or by written consent, of the holders of the Voting Securities, voting together as a single class on an as-converted to Common Stock basis. (d) The Series B Preferred Directors shall be entitled to reimbursement from the Company for attend all costs and expenses in attending any meetings of the Board or any committee thereof, as provided in the Certificate of Designation. The Company shall notify the Series B Preferred Directors of all regular and special meetings of the Board and any committee of all committees thereof (whether in person, telephonic or otherwise) in a non-voting capacity and to receive, concurrently with 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 members of the Board concurrently as such and in the same manner, a copy of all materials are provided to such members, including inter alia, board packs and materials, minutes of meetings, written resolutions, notices of meetings, management accounts and financial statements, and business plans, if any. The Board shall take such reasonable steps as may be required so as to enable the Observers to fulfill his/her role. The Observers shall not influence nor direct the activities of the Board and shall have no fiduciary or other membersstatutory director duties in regard to the activities of the Board or as to the Company.

Board Representation. 5.1 The Block Sale Transferee shall have the right to nominate up to such number of directors to the Board of Directors as is equal to 20% of the total number of directors on the Board of Directors (a) Until rounded up to the occurrence next whole number if the total number of directors on the Board of Directors is not an Investor Rights Termination Event, (i) there shall be five (even multiple of 5) directors so long as the Block Sale Transferee 6 Note to form: bracketed language to be removed if Block Sale Transferee does not accept the board nomination rights. 7 Note to form: bracketed language to be removed if Block Sale Transferee does not accept the board nomination rights. Beneficially Owns at least 16,825,982 Equity Securities (so long as the Ownership Percentage of the CompanyBlock Sale Transferee is at least equal to 15% of the Total Equity Securities), except as otherwise agreed to by Phoenix and provided that all Liberty Directors have resigned from the Required Holders or as provided in Board of Directors. The Block Sale Transferee shall have the Certificate of Designation; and (ii) Phoenix shall be entitled to nominate two (2) individual directors or director nominees to serve as directors and the Required Holders shall be entitled right to nominate one director to the Board of Directors so long as the Block Sale Transferee Beneficially Owns at least 11,217,321 Equity Securities (1) individual director or director nomineeso long as the Block Sale Transferee’s Ownership Percentage is at least equal to 5% of the Total Equity Securities), who shall be independent under applicable Nasdaq and SEC rules, to serve as a director, as provided in that all Liberty Directors have resigned from the Certificate Board of Designation (collectively, the “Series B Preferred Directors”). (b) 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 exclusion of all other classes or series of the Company’s capital stock), to elect the Series B Preferred Directors, as provided in the Certificate of Designation, 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 5.2 Each director nominee proposed by the holders of Voting Securities, voting together Block Sale Transferee must qualify as a single class on an as-converted to Common Stock basis (the “Remaining Directors”). (c) Any Series B Preferred Director elected pursuant to Section 2 of the Certificate of Designation may be removed at any time, with or without cause by, and only by, the affirmative vote, given at a meeting or independent director” as defined by written consent, of the holder(s) who designated or nominated such directorapplicable stock exchange listing rules. The Remaining Directors may be removed at any time, with or without cause director nominees proposed by the affirmative vote, given at a meeting or Block Sale Transferee must be approved by written consent, of the holders of the Voting Securities, voting together as a single class on an as-converted to Common Stock basis. (d) The Series B Preferred Directors shall be entitled to reimbursement from the Company for all costs and expenses in attending any meetings of the Board or any committee thereof, as provided in the Certificate of Designation. The Company shall notify the Series B Preferred Directors of all regular and special meetings of the Board and any nominating committee of the Board of Directors (which committee shall be comprised solely of “independent directors” as defined by applicable stock exchange listing rules (which term, for this purpose, will exclude any directors nominated by the Block Sale Transferee)) (or by an equivalent committee of the Series B Preferred Board of Directors or, if no such committee exists, by a committee of “independent directors” as defined by applicable stock exchange listing rules (which term, for this purpose, will exclude any directors nominated by the Block Sale Transferee)), and, if such approval is not granted to one or more of the Block Sale Transferee’s proposed nominees, the Block Sale Transferee shall have the right to propose additional nominees until approval has been granted to that number of nominees equal to the number of directors the Block Sale Transferee is entitled to nominate pursuant to Section 5.1. 5.3 Subject to the approval of the Block Sale Transferee’s nominees as described in Section 5.2 and provided that the Block Sale Transferee has provided (or caused to be provided) the Company with all information reasonably requested by the Company relating to its nominees to the extent required under applicable law to be included in any proxy statement of the Company and in any other solicitation materials to be delivered to stockholders of the Company in connection with a member. stockholders meeting, the Company shall cause each director nominee of the Block Sale Transferee that has received such approval to be included in the slate of nominees recommended by the Board of Directors to the Company’s stockholders for election as directors at each annual meeting of the stockholders of the Company and shall use all reasonable efforts to cause the election of each director nominee of the Block Sale Transferee that has received such approval, including soliciting proxies in favor of the election of such persons. 5.4 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 nominated by the Block Sale Transferee pursuant to Section 5.1, or by any increase in the number of directors constituting the entire Board (such that the Block Sale Transferee, pursuant to Section 5.1, is entitled to additional representation on such Board to maintain its right to nominate directors constituting 20% (rounded up) of the total number of directors on the Board), the Block Sale Transferee shall, subject to Section 5.2, have the right to designate a replacement or additional Director to fill such vacancy, and the Company shall use all reasonable efforts to cause such vacancy to be filled with the replacement or additional Director so designated. 5.5 The Company shall provide use its best efforts to cause the Series B Preferred candidate(s) nominated by the Block Sale Transferee (subject Section 5.2 hereof and Section 5.02(f) of the Governance Agreement) to be appointed to the Board of Directors with copies of all notices, minutes, consents and other materials provided to all other members at the next regularly scheduled meeting of the Board concurrently as such materials are provided of Directors immediately following the Effective Date.]8 8 Note to form: to be included if Block Sale Transferee accepts the other membersboard nomination rights.

Board Representation. (a) Until From and after the occurrence 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 Investor Rights Termination Event“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) there at the next scheduled meeting of the Board, which shall be five (5) directors validly noticed, the appointment of the Company, except as otherwise agreed Shareholder Designee to by Phoenix and the Required Holders or as provided in the Certificate of DesignationBoard; and (ii) Phoenix shall be entitled 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 nominate two the Board, including by (2A) individual directors or director nominees to serve as directors and the Required Holders shall be entitled to nominate one (1) individual director or director nominee, who shall be independent under applicable Nasdaq and SEC rules, nominating such Shareholder Designee for election to serve as a director, Director as provided in this Agreement, (B) subject to compliance by the Certificate of Designation (collectivelyShareholder with Section 3.1(f), the “Series B Preferred Directors”). (b) 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 including such purpose: (a) the holders of the Series B Preferred Stock shall have the right, voting separately as a class (to the exclusion of all nomination and other classes or series of required information regarding such Shareholder Designee in the Company’s capital stockproxy 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 elect which the Series B Preferred DirectorsShareholder Designee belongs are to be elected or re-elected, as provided in the Certificate of Designationcase 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 (bfor any reason) 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 holders of Voting Securities, voting together as a single class on an as-converted to Common Stock basis (the “Remaining Directors”). (c) Any Series B Preferred Director elected pursuant to Section 2 of the Certificate of Designation may be removed at any time, with or without cause by, and only by, the affirmative vote, given at a meeting or by written consent, of the holder(s) who designated or nominated such director. The Remaining Directors may be removed at any time, with or without cause by the affirmative vote, given at a meeting or by written consent, of the holders of the Voting Securities, voting together as a single class on an as-converted to Common Stock basisDirector. (d) The Series B Preferred 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 reimbursement from the Company for all costs same rights, privileges and expenses in attending any meetings of the Board or any committee thereof, as provided in the Certificate of Designation. The Company shall notify the Series B Preferred Directors of all regular and 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 compensation applicable to all other members 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 concurrently as such materials are provided Board, reasonably be likely to violate applicable law or otherwise compromise the other membersBoard’s exercise of its fiduciary duties.

Board Representation. 5.1 The Block Sale Transferee shall have the right to nominate up to such number of directors to the Board of Directors as is equal to 20% of the total number of directors on the Board of Directors (a) Until rounded up to the occurrence next whole number if the total number of directors on the Board of Directors is not an Investor Rights Termination Event, (i) there shall be five (even multiple of 5) directors so long as the Block Sale Transferee Beneficially Owns at least 16,825,982 Equity Securities (so long as the Ownership Percentage of the CompanyBlock Sale Transferee is at least equal to 15% of the Total Equity Securities), except as otherwise agreed to by Phoenix and provided that all Liberty Directors have resigned from the Required Holders or as provided in Board of Directors. The Block Sale Transferee shall have the Certificate of Designation; and (ii) Phoenix shall be entitled to nominate two (2) individual directors or director nominees to serve as directors and the Required Holders shall be entitled right to nominate one director to the Board of Directors so long as the Block Sale 6 Note to form: bracketed language to be removed if Block Sale Transferee does not accept the board nomination rights. 7 Note to form: bracketed language to be removed if Block Sale Transferee does not accept the board nomination rights. Transferee Beneficially Owns at least 11,217,321 Equity Securities (1) individual director or director nomineeso long as the Block Sale Transferee’s Ownership Percentage is at least equal to 5% of the Total Equity Securities), who shall be independent under applicable Nasdaq and SEC rules, to serve as a director, as provided in that all Liberty Directors have resigned from the Certificate Board of Designation (collectively, the “Series B Preferred Directors”). (b) 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 exclusion of all other classes or series of the Company’s capital stock), to elect the Series B Preferred Directors, as provided in the Certificate of Designation, 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 5.2 Each director nominee proposed by the holders of Voting Securities, voting together Block Sale Transferee must qualify as a single class on an as-converted to Common Stock basis (the “Remaining Directors”). (c) Any Series B Preferred Director elected pursuant to Section 2 of the Certificate of Designation may be removed at any time, with or without cause by, and only by, the affirmative vote, given at a meeting or independent director” as defined by written consent, of the holder(s) who designated or nominated such directorapplicable stock exchange listing rules. The Remaining Directors may be removed at any time, with or without cause director nominees proposed by the affirmative vote, given at a meeting or Block Sale Transferee must be approved by written consent, of the holders of the Voting Securities, voting together as a single class on an as-converted to Common Stock basis. (d) The Series B Preferred Directors shall be entitled to reimbursement from the Company for all costs and expenses in attending any meetings of the Board or any committee thereof, as provided in the Certificate of Designation. The Company shall notify the Series B Preferred Directors of all regular and special meetings of the Board and any nominating committee of the Board of Directors (which committee shall be comprised solely of “independent directors” as defined by applicable stock exchange listing rules (which term, for this purpose, will exclude any directors nominated by the Block Sale Transferee)) (or by an equivalent committee of the Series B Preferred Board of Directors or, if no such committee exists, by a committee of “independent directors” as defined by applicable stock exchange listing rules (which term, for this purpose, will exclude any directors nominated by the Block Sale Transferee)), and, if such approval is not granted to one or more of the Block Sale Transferee’s proposed nominees, the Block Sale Transferee shall have the right to propose additional nominees until approval has been granted to that number of nominees equal to the number of directors the Block Sale Transferee is entitled to nominate pursuant to Section 5.1. 5.3 Subject to the approval of the Block Sale Transferee’s nominees as described in Section 5.2 and provided that the Block Sale Transferee has provided (or caused to be provided) the Company with all information reasonably requested by the Company relating to its nominees to the extent required under applicable law to be included in any proxy statement of the Company and in any other solicitation materials to be delivered to stockholders of the Company in connection with a member. stockholders meeting, the Company shall cause each director nominee of the Block Sale Transferee that has received such approval to be included in the slate of nominees recommended by the Board of Directors to the Company’s stockholders for election as directors at each annual meeting of the stockholders of the Company and shall use all reasonable efforts to cause the election of each director nominee of the Block Sale Transferee that has received such approval, including soliciting proxies in favor of the election of such persons. 5.4 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 nominated by the Block Sale Transferee pursuant to Section 5.1, or by any increase in the number of directors constituting the entire Board (such that the Block Sale Transferee, pursuant to Section 5.1, is entitled to additional representation on such Board to maintain its right to nominate directors constituting 20% (rounded up) of the total number of directors on the Board), the Block Sale Transferee shall, subject to Section 5.2, have the right to designate a replacement or additional Director to fill such vacancy, and the Company shall use all reasonable efforts to cause such vacancy to be filled with the replacement or additional Director so designated. 5.5 The Company shall provide use its best efforts to cause the Series B Preferred candidate(s) nominated by the Block Sale Transferee (subject Section 5.2 hereof and Section 5.02(f) of the Governance Agreement) to be appointed to the Board of Directors with copies of all notices, minutes, consents and other materials provided to all other members at the next regularly scheduled meeting of the Board concurrently as such materials are provided of Directors immediately following the Effective Date.]8 8 Note to form: to be included if Block Sale Transferee accepts the other membersboard nomination rights.

Board Representation. (a) Until Each Executive Stockholder and Carlyle Stockholder shall vote all of the occurrence 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 an Investor Rights Termination Eventa Board committee or officer of the Company or otherwise, and including, without limitation, attendance at meetings in person or by proxy for purposes of obtaining a quorum, 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) there the authorized number of directors (the “Directors”) on the Board shall be five (5) directors of the Company, except as otherwise agreed to by Phoenix at least six and the Required Holders or as provided in the Certificate of Designation; no greater than nine and (ii) Phoenix the Directors shall be entitled the persons nominated or designated in accordance with this Section 1. The smallest number of Directors as shall constitute a majority of the total number of Directors from time to nominate two (2) individual directors or director nominees time authorized to serve on the Board shall be designated for nomination for election by the Carlyle Stockholders; provided, however, that not more than three of such 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 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 directors the “Executive Directors”). Any remaining Directors shall be jointly designated for nomination for election by the Chief Executive Officer and the Required Holders shall be entitled to nominate one Carlyle Stockholders; provided, however, that if (1x) individual director or director nomineethe 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, who shall be independent under applicable Nasdaq (y) such Chief Executive Officer of the Company has not been designated as a Executive Director, and SEC rules, to (z) the Carlyle Stockholders determine that such Chief Executive Officer of the Company should serve as a directorDirector, 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 provided in the Certificate of Designation (collectively, the “Series B Preferred Unaffiliated Directors”). (b) Until The Company shall cause the occurrence of an Investor Rights Termination Eventindividuals designated in accordance with Section 1(a) to be nominated for election to the Board, shall solicit proxies in favor thereof, and at each Company Stockholders’ Meeting, or upon the taking of a written consent of stockholders for such purpose: (a) the holders meeting of the Series B Preferred Stock shall have the right, voting separately as a class (to the exclusion of all other classes or series stockholders of the Company’s capital stock), to elect the Series B Preferred Directors, as provided in the Certificate of Designation, and (b) the remaining two (2) Company at which directors of the Company, each of whom shall Company are to be independent under applicable Nasdaq and SEC ruleselected, shall be elected by recommend that the holders stockholders of Voting Securities, voting together as a single class on an as-converted the Company elect to Common Stock basis (the “Remaining Directors”)Board each such individual nominated for election at such meeting. (c) Any Series B Preferred Director elected pursuant Except as would be contrary to Section 2 any applicable law, rule or regulation (including any rule or regulation of any exchange upon which securities of the Certificate Company or any of Designation its subsidiaries may be removed at any timelisted), with or without cause byeach committee of the Board, and only by, the affirmative vote, given at a meeting or by written consent, each committee of the holder(s) who designated or nominated such director. The Remaining Directors may be removed at any timeboard of directors of Buyer, with or without cause BAH and, unless otherwise determined by the affirmative voteBoard, given at a meeting or by written consent, each other subsidiary of the holders 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 Voting Securities, voting together as a single class on an as-converted to Common Stock basisforegoing. (d) The Series B Preferred Directors Subject to the provisions of the Company’s certificate of incorporation, a Director may be removed from the Board upon the request of the Person or group of Persons that designated such Director, and not otherwise; provided that nothing in this Agreement shall be entitled construed to reimbursement impair any rights that the Stockholders of the Company may have to remove any Director for cause; provided, further, that any Executive Director shall be removed automatically from the Company Board upon such Executive Director’s Termination of Service. (e) In the event that any Director for all costs and expenses in attending any meetings reason ceases to serve as a member of the Board during his term of office, the Person or group of Persons who designated such Director shall have the right to designate for appointment by the remaining Directors of the Company an individual to fill the vacant directorship. Each of the Company, the Carlyle Stockholders and the Executive Stockholders agrees to take such actions as will result in the appointment as soon as practicable of any committee thereofindividual so designated by each such Person or group of Persons. (f) 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 (40%) of the interests in the Company represented by all issued and outstanding shares of 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 Carlyle Stockholders at that time. (g) For so long as the Company qualifies as a “controlled company” under the applicable listing standards then in effect, the Company will elect to be a “controlled company” for purposes of such applicable listing standards, and will disclose in its annual meeting proxy statement that it is a “controlled company” and the basis for that determination. The Company, the Carlyle Stockholders and the Executive Stockholders acknowledge and agree that, as provided of the date of this Agreement, the Company is a “controlled company.” After the Company ceases to qualify as a “controlled company” under applicable listing standards then in effect, each of the Carlyle Stockholders and the Executive Stockholders acknowledges that a sufficient number of their designees will be required to qualify as “independent directors” to ensure that the Board complies with such applicable listing standards in the Certificate of Designation. The Company time periods required by the applicable listing standards then in effect, and shall notify discuss and use commercially reasonable efforts to agree upon appropriate changes to their designees consistent with the Series B Preferred Directors of all regular and 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 members of the Board concurrently as such materials are provided to the other membersforegoing.

Board Representation. (a) Until For as long as JD, together with its Affiliates, holds (i) no less than 80% of the occurrence Class A ordinary shares they held immediately after the Closing (as defined under the Subscription Agreement) or (ii) no less than 15% of the 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 (such director, or such other individual who may be designated by JD from time to time, the “JD Director”), and the Company shall promptly arrange for the appointment or election of such JD Director to the Board, including convening a meeting of the Board or obtaining unanimous signed Board resolutions pursuant to the Memorandum and Articles and appointing such JD Director to the Board, and in the case of an Investor Rights Termination Eventelection, (i) there shall nominating such individual to be five (5) directors of the Company, except elected as otherwise agreed to by Phoenix and the Required Holders or a director as provided in the Certificate of Designation; and herein, (ii) Phoenix recommending to the Shareholders the election of such JD Director to the Board in any meeting of Shareholders to elect directors, including soliciting proxies in favor of the election of the JD 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 JD Director; provided, however, that the JD Director candidate shall be entitled subject to nominate two (2) individual directors or director nominees to serve as directors and the Required Holders approval of the Board, which approval shall not 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 “Series B Preferred Directors”)unreasonably withheld. (b) Until In 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 event of the Series B Preferred Stock death, disability, retirement or resignation of the JD Director (or any other vacancy created by removal thereof), JD shall have the rightexclusive right to designate a replacement to fill such vacancy and serve on the Board, voting separately as a class (and the Company shall promptly arrange for the appointment or election of such individual to the exclusion Board (who shall, following such appointment or election, be the JD Director for purposes of all other classes or series this Agreement); provided, however, that the JD Director candidate thus designated shall be subject to the approval of the Company’s capital stock)Board, to elect the Series B Preferred Directors, as provided in the Certificate of Designation, and (b) the remaining two (2) directors of the Company, each of whom which approval shall not be independent under applicable Nasdaq and SEC rules, shall be elected by the holders of Voting Securities, voting together as a single class on an as-converted to Common Stock basis (the “Remaining Directors”)unreasonably withheld. (c) Any Series B Preferred Director elected pursuant to Section 2 of the Certificate of Designation may be removed at At any time, with or without cause by, and only by, the affirmative vote, given at a meeting or by written consent, of the holder(s) who designated or nominated such director. The Remaining Directors may be removed at any time, with or without cause by the affirmative vote, given at a meeting or by written consent, of the holders of the Voting Securities, voting together as a single class on an as-converted to Common Stock basis. (d) The Series B Preferred Directors shall be entitled to reimbursement from the Company for all costs and expenses in attending any meetings of the Board or any committee thereofannual 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 or re-election to the Board, as provided in the Certificate Company shall re-appoint the JD Director to serve on the Board and shall use best efforts to ensure that the JD Director is re-elected by the Shareholders to serve on the Board pursuant to the terms of Designationthe Memorandum and Articles and any Applicable Law. The Company agrees that it shall notify the Series B Preferred Directors of all regular and special meetings not take any action, in favor of the Board and any committee removal of the Board JD Director unless such removal shall be for Cause. Removal for “Cause” shall mean removal of which a director because of such director’s (i) willful misconduct that is materially injurious, monetarily or otherwise, to the Company or any of the Series B Preferred Directors is its Subsidiaries, (ii) conviction for, or guilty plea to, a member. The Company shall provide the Series B Preferred Directors with copies felony or a crime involving moral turpitude, or (iii) abuse of all notices, minutes, consents and illegal drugs or other materials provided to all other members of the Board concurrently as such materials are provided to the other memberscontrolled substances or habitual intoxication.

Board Representation. (a) Until As promptly as practicable following the date of this Agreement, the Board shall (i) increase the size of the Board from eight (8) to ten (10) directors and (ii) appoint two individuals designated by ACP to serve on the Board (the “Stockholder Designees”); provided, however, that such Stockholder Designee shall satisfy the applicable requirements set forth in Section 3.1(b); provided, further, that if a Board Right Termination Event occurs with respect to a Stockholder Designee, the Stockholders shall promptly cause 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 such Stockholder Designee is then appointed or on which he or she is then serving, and the right of ACP to designate 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 Stockholder Designee designated by ACP pursuant to Section 3.1 (i) shall not be a person that, at the time of such designation, would be required to disclose any information pursuant to Item 2(d) or (e) of Schedule 13D if such Stockholder Designee were the “person filing” such Schedule 13D, (ii) 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, (iii) shall, prior to his or her appointment to the 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 an Investor Rights the Board Right Termination EventEvent applicable to such Stockholder Designee, and (iv) 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 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 to the extent applicable to all non-employee Directors generally. The 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, 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 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 obligations 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 efforts to procure, at each annual general meeting of stockholders of the Company occurring during the Board Right Period at which the term of the 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 Stockholder Designee to the Board, including by (i) nominating such Stockholder Designee for election to serve as a Director as provided in this Agreement, (ii) subject to compliance by ACP with Section 3.1(f), including such nomination and other required information regarding such Stockholder Designee in the Company’s proxy materials for such meeting of stockholders and (iii) soliciting or causing the solicitation of proxies in favor of the election of such Stockholder Designee as a Director, for a term expiring at the next annual general meeting of Stockholders at which members of the class of Directors to which the Stockholder Designee belongs are to be elected or re-elected, as the case may be, or until such Stockholder Designee’s successor shall have been elected and qualified, or at such earlier time, if any, as such 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 election or re-election of any individual pursuant to Section 3.1(c) if such individual shall have previously been designated by 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) (and provided that the Company shall have complied with its obligations set forth in Section 3.1(c) in respect thereof), and, following the vote of stockholders at the annual general meeting of stockholders 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 stockholders. (e) In furtherance of, and not in limitation to, ACP’s rights in this Section 3.1, during the Board Right Period, (i) there 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 Stockholder Designee to replace any Stockholder Designee who shall have resigned, retired, died or been removed from office (for any reason) or who, following the voting of stockholders at a meeting of stockholders of the Company shall have failed to be five (5) directors elected or re-elected, as the case may be, by the requisite vote of the Company, except as otherwise agreed to by Phoenix and the Required Holders or as provided in the Certificate of Designation’s stockholders; and (ii) Phoenix 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 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 meeting of stockholders of the Company occurring during the Board Right Period at which members of the class of Directors to which the Stockholder Designee belongs are to be elected, ACP shall (i) notify the Company in writing of the name of the Stockholder Designee to be nominated for election at such meeting and (ii) provide, or cause such Stockholder Designee to provide, to the Company, all information concerning such Stockholder Designee and his or her nomination to be elected as a Director at such meeting as shall reasonably be required by the Company’s standard director and officer questionnaire (including any reasonable follow-up requests by the Company for additional information). (g) During the Board Right Period, the Company agrees that any Stockholder Designee serving as a Director shall be entitled to nominate two (2) individual directors the same rights, privileges and compensation applicable to all other non-employee Directors generally or director nominees to serve as which all such non-employee Directors are entitled, including any rights with respect to indemnification arrangements, directors and officers insurance coverage and other similar protections and expense reimbursement, except that, with respect to the Required Holders First Stockholder Designee, such Stockholder Designee shall be entitled not receive the director compensation (including fees and any non-cash equity or other consideration) that is payable by the Company 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 “Series B Preferred Directors”)non-employee Directors generally. (bh) Until Notwithstanding anything in this Section 3.1 to the occurrence contrary, (i) the Company will not be obligated to take any action in respect of an Investor Rights Termination Eventany Stockholder Designee pursuant to Sections 3.1(c) if ACP shall have failed, at each Company Stockholders’ Meetingin any material respect, to provide, or upon cause to be provided, the taking notice and information required by clauses (i) and (ii) of a written consent of stockholders for such purpose: (a) Section 3.1(f); provided, however, that following the holders curing of the Series B Preferred Stock any such failure, ACP’s right to designate Stockholder Designees shall have be reinstated and the right, voting separately Company will take such action as a class (is necessary to appoint or otherwise reinstate the Stockholder Designees to the exclusion of all other classes or series of the Company’s capital stock), to elect the Series B Preferred Directors, as provided in the Certificate of DesignationBoard, and (bii) if a material breach of this Agreement by the remaining two Stockholders shall have occurred, which breach has not been cured in all material respects within fifteen (215) directors 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 Company may terminate ACP’s right to designate the Stockholder Designees hereunder. (i) During the Board Right Period, except as required by applicable Law, the Company shall not take any action to cause the removal (without cause) of a Stockholder Designee serving as a Director. ACP shall cause 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 if the presence of such individual as a Stockholder Designee on the Board shall, in the reasonable and good faith judgment of the Board (after deliberation and an opportunity for the applicable Stockholder Designee to be heard if desired), reasonably be likely to violate applicable Law or otherwise 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, each of whom shall not be independent under applicable Nasdaq and SEC rules, shall be elected by the holders of Voting Securities, voting together prohibited from acting in his or her capacity as a single class on an as-converted to Common Stock basis (the “Remaining Directors”). (c) Any Series B Preferred Director elected pursuant to Section 2 director and complying with his or her fiduciary duties as a director of the Certificate of Designation may be removed at any time, with or without cause by, and only by, the affirmative vote, given at a meeting or by written consent, of the holder(s) who designated or nominated such director. The Remaining Directors may be removed at any time, with or without cause by the affirmative vote, given at a meeting or by written consent, of the holders of the Voting Securities, voting together as a single class on an as-converted to Common Stock basisCompany. (d) The Series B Preferred Directors shall be entitled to reimbursement from the Company for all costs and expenses in attending any meetings of the Board or any committee thereof, as provided in the Certificate of Designation. The Company shall notify the Series B Preferred Directors of all regular and 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 members of the Board concurrently as such materials are provided to the other members.

Board Representation. (a) Until At the occurrence Closing, the Company shall appoint two Directors designated by the Investor Shareholders for election by the Board and obtain resignations from two of an Investor Rights Termination Eventthe Directors that are not Independent Directors serving on the Board such that the Board shall consist initially of seven Directors. During the Term of this Agreement, (i) there the Investor Shareholders, acting as a group (by majority vote based on number of shares of Common Stock held), shall be five (5) directors have the right to nominate for election to the Board two Directors to the Board for so long as the Investor Shareholder Group collectively owns of record a number of shares of Common Stock equal to at least 10% of the Companythen outstanding Common Stock (the "Investor Directors"), except as otherwise agreed to by Phoenix and the Required Holders or as provided in the Certificate of Designation; and (ii) Phoenix the Existing Shareholders, acting as a group (by majority vote based on number of shares of Common Stock held), shall have the right to nominate for election to the Board two Directors to the Board for so long as the Existing Shareholder Group collectively owns of record a number of shares of Common Stock equal to at least 10% of the then outstanding Common Stock (the "Existing Shareholder Directors") and (iii) the Investor Directors and the Existing Shareholder Directors shall jointly nominate three Independent Directors. In addition, in the event that the Board (including at least one Investor Director and one Existing Shareholder Director) determines to increase the number of directors above seven, such additional directors shall be Independent Directors and shall be jointly nominated by the Investor Directors and the Existing Shareholder Directors. Any nomination for the replacement of (x) a Investor Director prior to the expiration of his or her respective term shall be made by the remaining Investor Director or, if no Investor Directors remain, by the Investor Shareholders, (y) an Existing Shareholder Director prior to the expiration of his or her respective term shall be made by the remaining Existing Shareholder Director or, if no Existing Shareholder Directors remain, by the Existing Shareholders or (z) an Independent Director prior to the expiration of his or her respective term shall be made jointly by the Investor Directors and the Existing Shareholder Directors; provided, however, that the current independent Directors shall be entitled to nominate two (2) individual directors serve through the earlier to occur of their resignation or director nominees the expiration of their respective current terms and; provided, further that to serve as directors the extent that the Board or any member thereof reasonably believes that it would be contrary to his, her or its fiduciary duties to the Company and the Required Holders shall be entitled its shareholders to nominate one (1) individual director any Investor Director or director nominee, who shall be independent under applicable Nasdaq and SEC rules, Existing Shareholder Director to serve as a director, as provided in the Certificate of Designation (collectivelyBoard or any Committee thereof, the “Series B Preferred Directors”)Board, or any member thereof, may refuse to make such nomination and such refusal shall not be deemed a breach of this Agreement. (b) Until Subject to Section 2.1(a), the occurrence of an Company, the Investor Rights Termination EventShareholders and the Existing Shareholders at all times shall take such action as may be reasonably required under applicable law to cause the Investor Shareholders' designee(s) and the Existing Shareholders' designee(s) to be elected to the Board. Furthermore, at the Company hereby agrees, subject to Section 2.1(a), to (i) include 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 Director designees of the right, voting separately as a class Investor Shareholders and the Existing Shareholders (to which are up for election in accordance with the exclusion of all other classes or series Bylaws of the Company’s capital stock) on each slate of nominees for election to the Board proposed by the Company and/or the Board (or any Committee thereof), (ii) recommend the election of the Director designees of the Investor Shareholders and the Existing Shareholders (which are up for election in accordance with the Bylaws of the Company) to elect the Series B Preferred Directors, as provided in the Certificate of Designation, and (b) the remaining two (2) directors shareholders of the Company, each and (iii) without limiting the foregoing, to otherwise use commercially reasonable efforts to cause the Director designees of whom shall be independent under applicable Nasdaq the Investor Shareholders and SEC rules, shall the Existing Shareholders (which are up for election in accordance with the Bylaws of the Company) to be elected by to the holders of Voting Securities, voting together as a single class on an as-converted to Common Stock basis (the “Remaining Directors”)Board. (c) Any Series B Preferred Director elected pursuant to Section 2 During the Term of this Agreement, one of the Certificate of Designation may two Investor Directors shall be removed at any time, with or without cause by, and only by, the affirmative vote, given at appointed as a meeting or by written consent, member of the holder(s) who designated or nominated such director. The Remaining Directors may be removed at any time, with or without cause by the affirmative vote, given at a meeting or by written consent, Compensation Committee of the holders Board and one of the Voting SecuritiesInvestor Directors shall have the right to attend all Audit Committee meetings; provided, voting together however, that in the event that the Company is listed on The Nasdaq Stock Market (or such other national securities exchange on which the Common Stock is then listed or quoted for trading), then each Investor Director shall be qualified under the rules and regulations of the SEC and the Nasdaq Stock Market (or such other national securities exchange on which the Common Stock is then listed or quoted for trading) and the Company's guidelines (applied on a reasonable and uniform basis consistent with past practice) as in effect from time to time to serve as a single class on an as-converted to Common Stock basismember of the Compensation Committee. (d) The Series B Preferred Directors During the Term of this Agreement, none of the following actions shall take place without the consent of at least one of the Investor Directors: (i) the issuance, redemption or purchase of equity or debt of the Company (including the issuance of warrants and/or the expansion of the Company's current stock option plan), excluding (x) issuances of equity or debt securities and the incurrence of debt in connection with Permitted Acquisitions (defined below), (y) the incurrence of debt in connection with inventory, equipment or lease financing in the ordinary course of business in any fiscal year in an amount not to exceed 5% of the Company's gross revenue calculated in accordance with GAAP, consistently applied (as set forth in financial statements filed with the SEC) for the prior fiscal year together with all then outstanding inventory, equipment or lease financings, and (z) debt incurred under lines of credit or revolving credit facilities or any renewals, extensions, substitutions, refundings, refinancings or replacements of such indebtedness in an amount not to exceed the greater of the amount outstanding on the date hereof and 5% of the Company's gross revenue calculated in accordance with GAAP, consistently applied (as set forth in financial statements filed with the SEC) for the prior fiscal year. (ii) the issuance of any omnibus stock plan which would permit the issuance to employees, officers or directors of the Company of options for Company stock; provided however, that such consent shall not be required for the approval of an omnibus stock plan of up to 18% of the number of shares of Common Stock outstanding on the Closing Date (after giving effect to the issuance of Common Stock pursuant to the Purchase Agreements), so long as such plan provides that (i) no more than 20% of the shares of Common Stock available for grant under such plan shall be entitled granted in any one calendar year, (ii) no more than 3.5% of the shares of Common Stock available for grant under such plan shall be granted to reimbursement any one individual in any one calendar year, and (iii) no more than 50% of the shares of Common Stock granted under such plan in any given year shall be granted to the officers and directors of the Company or any of their respective Affiliates (excluding officers and directors of the Company who derive at least 50% of their cash compensation from the Company as sales commission). (As of the date hereof, the persons set forth on Schedule III derive at least 50% of their cash compensation from the Company as sales commission); or (iii) the creation of any new class of securities; or (iv) any Affiliate Transaction, other than Affiliate Transactions entered into prior to the date hereof and set forth on the Disclosure Schedules to the Investor Purchase Agreement on the terms in effect on the date hereof (including the repayment of debt in accordance with its terms in effect on the date hereof or accrued compensation as of the date hereof owed to Affiliates); or (v) changes to the certificate of incorporation or bylaws of the Company or the formation of new committees; or (vi) the entering into a merger, reorganization or sale of the Company or any of it Subsidiaries or the disposal of any significant portion of their respective assets, or the acquiring of any significant business or assets from another Person (whether by merger, asset or stock purchase or otherwise), other than mergers, acquisitions or other business combinations involving the acquisition of a business offering the same or complimentary services or products to those offered by the Company, provided that the aggregate purchase price for all costs and expenses such businesses in attending any meetings 12-month period does not exceed 5% of the Company's gross revenue (calculated in accordance with GAAP, consistently applied, (as set forth in financial statements filed with the SEC) for the prior fiscal year ("Permitted Acquisitions"); or (vii) material changes to the business lines of the Company as in effect on the date hereof. (e) During the Term of this Agreement, (i) the Investor Shareholders agree to vote all shares of Common Stock then owned by such Investor Shareholder so as to elect to the Board the Investor Directors, the Existing Shareholder Directors and the Independent Directors during the Term of this Agreement pursuant to Section 2.1(a) hereof and (ii) each Existing Shareholder agrees to vote all shares of Common Stock then owned by such Existing Shareholder so as to elect to the Board the Existing Shareholder Directors, the Investor Directors and the Independent Directors during the Term of this Agreement pursuant to Section 2.1(a) hereof. In the event that the Board, acting in good faith in the exercise of its fiduciary duty, determines not to recommend to the Company's stockholders to elect as a director a designee of the Investor Shareholders or any committee thereofa designee of the Existing Shareholders, if the Investor Shareholders or the Existing Shareholders determine to solicit proxies from the Company's stockholders to vote for such nominee, the Company shall reimburse the Investor Shareholders Group or the Existing Shareholder Group, as provided the case may be, for their reasonable cost incurred in connection with the Certificate solicitation of Designation. The Company shall notify the Series B Preferred such proxies. (f) If one or more Investor Directors of all regular and 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 serve as members of the Board concurrently at a time when the Investor Shareholders no longer have the right to designate a Director, promptly following a written request by a majority of the Board, the Investor Shareholders shall immediately cause the Investor Director(s) to resign, as such materials are provided so requested. (g) If one or more Existing Shareholder Directors serve as members of the Board at a time when the Existing Shareholders no longer have the right to designate a Director, promptly following a written request by a majority of the other membersBoard, the Existing Shareholders shall immediately cause the Existing Shareholder Director(s) to resign, as so requested.

Board Representation. (a) Until The Holder shall have the occurrence of an Investor Rights Termination Eventright, (i) there shall be five (5) directors of the Companyfollowing consultation with E-House, except as otherwise agreed to 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 as directors and the Required Holders shall be entitled to nominate one designate on (1) individual director or director nomineeDirector for nomination for election to the Board. The Holder shall retain this right until the first date on which the Holder, who 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 independent under subject to applicable Nasdaq law, and SEC shall be subject to NYSE or other exchange or quotation system rules, as applicable, to serve as a directorthe extent required such that the shares shall continue to be listed on the NYSE or other exchange or quotation system, as provided in the Certificate of Designation (collectively, the “Series B Preferred Directors”)applicable. (b) Until For so long as the occurrence Holder has the right to designate one (1) Director for nomination for election to the Board pursuant to Section 3.1(a), E-House agrees to use its best efforts to cause the election of an Investor Rights Termination Eventsuch Director to the Board, at each Company Stockholders’ Meetingincluding by (i) nominating such individual to be elected as a Director as provided herein, or upon the taking of a written consent (ii) including such nomination and other required information regarding such individual in E-House’s proxy statement for its annual meeting of stockholders for and (iii) solicitation of proxies in connection with the election of such purpose: (a) the holders of the Series B Preferred Stock shall have the right, voting separately individual as a class (to the exclusion of all other classes or series of the Company’s capital stock), to elect the Series B Preferred Directors, as provided in the Certificate of Designation, 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 holders of Voting Securities, voting together as a single class on an as-converted to Common Stock basis (the “Remaining Directors”)Director. (c) Any Series B Preferred For so long as the Holder has the right to designate one (1) Director elected for nomination for election to the Board pursuant to Section 2 of 3.1(a), in the Certificate of Designation may be removed event that a vacancy is created at any timetime by the death, disability, retirement, resignation or removal (with or without cause bycause) of the Director, the Holder shall have the right to designate a replacement to fill such vacancy, and only byE-House, subject to applicable law, the affirmative vote, given at a meeting or by written consent, bylaws and the fiduciary duties of the holder(s) who designated Board, shall use its best efforts to take all necessary or nominated such director. The Remaining Directors desirable actions as may be removed at 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 time, with or action to cause the removal of the Holder’s Director without cause (which shall include violation of the confidentiality agreement between the Director and E-House) unless it is directed to do so by the affirmative voteHolder, given at 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 meeting or by written consent, of replacement Director as provided in the holders of the Voting Securities, voting together as a single class on an as-converted to Common Stock basisimmediately preceding sentence. (d) The Series B Preferred Directors 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 Major Shareholder, the Holder shall be entitled have no right to reimbursement nominate any Director to the Board as set forth in this Section 3.1, and E-House shall have the right to remove or procure the removal of, and the Holder shall render all necessary assistance for the purpose of the removal of the Director, who was designated by the Holder and elected to the Board pursuant to this Section 3.1, from the Company for all costs and expenses Board in attending accordance with any meetings resolution of the Board or any committee thereof, as provided in the Certificate of Designation. The Company shall notify the Series B Preferred Directors of all regular and 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 members of the Board concurrently as such materials are provided to the other membersShareholders.

Board Representation. (a) Until The Company will continue to recommend that the occurrence of an Investor Rights Termination Event, (i) there shall be five (5) directors Company’s stockholders vote in favor of the election of the Applicable Directors at the 2017 Annual Meeting and will support the Applicable Directors for election in a similar manner as the Company, except as otherwise agreed to 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 as directors and the 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 “Series B Preferred Directors”)’s other nominees. (b) Until the occurrence of an Investor Rights Termination Event, at each Company Stockholders’ Meeting, or upon the taking of At all times while serving as a written consent of stockholders for such purpose: (a) the holders member of the Series B Preferred Stock shall have the right, voting separately Board (and as a class condition to such service), the Applicable Directors shall (i) comply with all policies, codes and guidelines applicable to Board members (subject to Section 8(b)), (ii) not serve as a director or officer of any Competitor and (iii) otherwise qualify as “independent” of the Company pursuant to the exclusion of all other classes or series of the Company’s capital stockapplicable stock exchange listing requirements ((i) through (iii), to elect the Series B Preferred Directors, as provided in the Certificate of Designation, 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 holders of Voting Securities, voting together as a single class on an as-converted to Common Stock basis (the “Remaining DirectorsDirector Criteria”). (c) Any Series B Preferred Director elected pursuant to Section 2 of the Certificate of Designation may be removed at any time, with or without cause by, and only by, the affirmative vote, given at a meeting or by written consent, of the holder(s) who designated or nominated such director. The Remaining Directors may be removed at any time, with or without cause by the affirmative vote, given at a meeting or by written consent, of the holders of the Voting Securities, voting together as a single class on an as-converted to Common Stock basis. (d) The Series B Preferred Applicable Directors shall be entitled to reimbursement resign from the Company for all costs and expenses Board at any time in attending their discretion. Should any meetings of the Applicable Directors resign from the Board or any committee thereofbecome unable to serve on the Board due to death, as provided disability or other reasons prior to the expiration of the Standstill Period, SRS will have the right to recommend for appointment to the Board a replacement director (a “Replacement”); provided, that (i) in the Certificate case of Designationany Replacement of the SRS Director, such Replacement shall meet the Director Criteria and (ii) in the case of any Replacement of the Outside Director, such Replacement shall meet the Director Criteria and the Outside Director Criteria. “Outside Director Criteria” shall mean, with respect to any Person, that such Person (A) must not be a former employee or a current employee, advisor, consultant or Affiliate of SRS and (B) must have the relevant financial and business experience to be a director of the Company. The appointment of a Replacement will be subject to a customary due diligence process by the Board (including the review of a completed D&O questionnaire (in the Company’s standard form), interviews with members of the Board, a customary background check and completion by the Replacement of the following documents required of all non-executive directors on the Board: the Certification for the Procedures and Guidelines Governing Securities Trades by Company Personnel and the Majority Voting Conditional Resignation Letter. The Company will use its reasonable best efforts to complete its approval process as promptly as practicable. The Company shall notify the Series B Preferred Directors of all regular and special meetings of appoint a Replacement to the Board if (and any committee only if) it finds a Replacement to be reasonably acceptable. For the avoidance of doubt, SRS will be entitled to continue to recommend different nominees which meet the Board of which any of the Series B Preferred Directors foregoing criteria until a Replacement is appointed. Except as otherwise specified in this Agreement, if a member. The Company shall provide the Series B Preferred Directors with copies of Replacement is appointed, all notices, minutes, consents and other materials provided to all other members of the Board concurrently as such materials are provided references in this Agreement to the other membersterm “Applicable Directors” will include such Replacement.

Board Representation. (a) Until For so long as the occurrence S Shareholders, in the aggregate, Beneficially Own Voting Securities representing at least ten per cent. (10%) of an Investor Rights Termination Eventthe Voting Securities outstanding at such time, (i) there shall be five (5) directors of Capricorn may, upon written notice to the Company, except as otherwise agreed to by Phoenix and the Required Holders or as provided in the Certificate of Designation; and (ii) Phoenix shall be entitled to nominate designate two (2) individual directors or director nominees to serve individuals as directors Directors (each, a “Shareholder Designee”) and the Required Holders Company shall be entitled appoint such Shareholder Designees as Directors and take all necessary actions to nominate maintain their appointment (subject to this Clause 3.3); provided, however, that such Shareholder Designee shall satisfy the requirements set forth in Clause 3.3(b); provided, further, that, at such time that the S Shareholders, in the 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 one (1) individual director of its Shareholder Designees, if any, then appointed to the Board to resign, effective immediately, from the Board and from any committees or director nomineesubcommittees thereof to which the Shareholder Designee is then appointed or on which he or she is then serving, who and the right of Capricorn to appoint Shareholder Designees shall be independent under applicable Nasdaq 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 SEC rulesfrom 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 serve 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 director, as provided in replacement who meets the Certificate requirements of Designation (collectivelyClause 3.3(b). Upon the Closing, the “Series B Preferred Board shall consist of ten (10) Directors”). (b) Until Notwithstanding anything to the occurrence contrary set forth in this Agreement, from and after the Effective Time, any Shareholder Designee designated by the Shareholders pursuant to Clause 3.3(a) or 3.3(d): (i) shall not be an Affiliate or Associate of any Shareholder; (ii) except in the case of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, shall qualify as an Investor Rights Termination Event“independent director” under applicable provisions of the Exchange Act and under applicable 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 each Company Stockholders’ Meetingthe time of such designation, be required to disclose any information pursuant to Item 2(d) or upon (e) of Schedule 13D (as in effect at the taking 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 written consent of stockholders for such purpose: (a) the holders public company pursuant to any applicable rule or regulation of the Series B Preferred Stock SEC or NYSE or pursuant to applicable law, including the Companies Act and the CDDA; (v) shall have not during the right, voting separately term of his or her service as a class Director be a director, officer, employee or Affiliate or Associate of a Competitor; and (to vi) shall, in the exclusion good faith judgment of all other classes or series the Corporate Governance and Nominating Committee of the Board (the “Nominating Committee”), satisfy the requirements set forth in the Company’s capital stockOrganisational Documents and Corporate Governance Guidelines (as in effect from time to time), to elect the Series B Preferred Directors, in each case as provided in the Certificate of Designation, and (b) the remaining two (2) directors of the Company, each of whom shall be independent under are applicable Nasdaq and SEC rules, shall be elected by the holders of Voting Securities, voting together as a single class on an as-converted to Common Stock basis (the “Remaining Directors”). (c) Any Series B Preferred Director elected pursuant to Section 2 of the Certificate of Designation may be removed at any time, with or without cause by, and only by, the affirmative vote, given at a meeting or by written consent, of the holder(s) who designated or nominated such director. The Remaining Directors may be removed at any time, with or without cause by the affirmative vote, given at a meeting or by written consent, of the holders of the Voting Securities, voting together as a single class on an as-converted to Common Stock basis. (d) The Series B Preferred Directors shall be entitled to reimbursement from the Company for all costs and expenses in attending any meetings of the Board or any committee thereof, as provided in the Certificate of Designation. The Company shall notify the Series B Preferred Directors of all regular and 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 members of the Board concurrently as such materials are provided to the other members.non-executive Directors generally;

Board Representation. (a) Until In consideration of the occurrence of an Investor Rights Termination EventValueAct Group’s agreement set forth in Sections 2 and 3 below, the Board will (i) there shall 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 in the Company’s Proxy Statement and (iii) cause all proxies received by the Company to be five 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 Company (5acting through the Board) directors agrees that it will not withdraw such nomination prior to its being voted upon by the stockholders of the Company at the 2013 annual meeting of stockholders of the Company, except as otherwise agreed to 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 as directors and the 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 “Series B Preferred Directors”). (b) 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 (Notwithstanding anything to the exclusion of all other classes or series of contrary in this Agreement, the Company’s capital stock), to elect the Series B Preferred Directors, as provided rights and privileges set forth in the Certificate of Designation, and (b) the remaining two (2) directors of the Company, each of whom this Section 1 shall be independent under applicable Nasdaq personal to the ValueAct Group and SEC rulesmay not be transferred or assigned to any individual, shall be elected by the holders corporation, partnership, limited liability company, joint venture, estate, trust, association, organization or other entity of Voting Securitiesany kind or nature (each, voting together as a single class on an as-converted to Common Stock basis (the “Remaining DirectorsPerson”). (c) Any Series B Preferred Director elected pursuant If during the Standstill Period a vacancy on the Board is created as a result of ▇▇. ▇▇▇▇▇’▇ death or resignation, disqualification or removal from the ValueAct Group, then the ValueAct Group and the Company (acting through the Board) shall work together in good faith to Section 2 fill such vacancy or replace such nominee with an individual who is (i) approved by the Company’s Corporate Governance and Nominating Committee (such approval not to be unreasonably withheld) and (ii) otherwise mutually acceptable (in each of their sole discretion) to the Certificate of Designation may be removed at any time, with or without cause byValueAct Group and the Company, and only by, thereafter such individual shall serve and/or be nominated as the affirmative vote, given at a meeting or by written consent, of the holder(s) who designated or nominated such director. The Remaining Directors may be removed at any time, with or without cause by the affirmative vote, given at a meeting or by written consent, of the holders of the Voting Securities, voting together as a single class on an as-converted to Common Stock basis“ValueAct Designee” under this Agreement. (d) The Series B Preferred Directors Company’s obligations hereunder shall terminate, and the ValueAct 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 entitled in the Board’s sole discretion whether to reimbursement from 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 all costs and expenses in attending any meetings securities of the Board Company, including, without limitation, any derivative securities or any committee thereof, as provided in instruments (the Certificate of Designation. The Company shall notify the Series B Preferred Directors of all regular and special meetings “Ordinary Shares”) or (ii) a member of the Board and any committee of ValueAct Group, including the Board of which ValueAct Designee, otherwise ceases to comply or breaches any of the Series B Preferred Directors is a memberterms 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 deemed unsatisfied to the extent a failure to maintain the specified ownership thresholds is the result of share issuances or similar Company actions that increase the number of outstanding Ordinary Shares. (e) The ValueAct Group acknowledges that the ValueAct Designee shall provide the Series B Preferred Directors with copies of have all notices, minutes, consents and other materials provided to all other members of the Board concurrently as such materials are provided obligations, including the fiduciary duties to the other membersCompany and its stockholders, of a director under applicable law and the Company’s organizational documents.

Board Representation. (a) Until For so long as Purchasers and any Permitted Transferees own, in the occurrence aggregate, at least the Required Interest, each Stockholder shall vote or cause to be voted (including by written consent, if applicable) all shares of an Investor Rights Termination EventCommon 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 of Directors of the Company designated by MSREF III and MSP (or their Permitted Transferees) pursuant to the provisions of Section 4.10 of the Purchase Agreement, at any regular or special meeting of the shareholders of the Company (iincluding any adjournments thereof) there shall be five (5) called for the purpose of electing directors of the Company, except as otherwise agreed the foregoing shall not apply to by Phoenix the extent any Purchaser Designee has been elected to the Board of Directors and the Required Holders or as provided is in the Certificate a class of Designation; and (ii) Phoenix shall be entitled to nominate two (2) individual directors or director nominees to serve as directors and the 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 “Series B Preferred Directors”)not currently standing for re-election. (b) Until For so long as Purchasers and any Permitted Transferees own, in the occurrence 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 an Investor Rights Termination EventCommon 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 nominee to the Board of Directors of the Company designated by MSP (or its Permitted Transferee) pursuant to the provisions of Section 4.10 of the Purchase Agreement, at each Company Stockholders’ Meeting, any regular or upon the taking of a written consent of stockholders for such purpose: (a) the holders special meeting of the Series B Preferred Stock shall have shareholders of the right, voting separately as a class Company (to including any adjournments thereof) called for the exclusion purpose of all other classes or series electing Directors of the Company’s capital stock), to elect the Series B Preferred Directors, as provided in the Certificate of Designation, 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 holders of Voting Securities, voting together as a single class on an as-converted to Common Stock basis (the “Remaining Directors”). (c) Any Series B Preferred Director elected pursuant In the event any Purchaser Designee shall resign, or be removed, or be unable to Section 2 serve for any reason prior to the expiration of his or her term as a director of the Certificate Company, in accordance with Section 4.10 of Designation the Purchase Agreement, MSREF III or MSP (or their Permitted Transferees), as the case may be, shall have the right to notify the Board of Directors of a replacement Purchaser Designee, and, to the extent the shareholders of the Company shall be removed at any timerequired to vote on the matter, with each Stockholder shall vote or without cause by, and only by, the affirmative vote, given at a meeting or 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 holder(s) who designated or nominated such director. The Remaining Directors may be removed at any time, with or without cause by replacement Purchaser Designee to fill the affirmative vote, given at a meeting or by written consent, unexpired term of the holders of director nominee which such new nominee is replacing. Each Purchaser Designee shall be reasonably acceptable to the Voting Securities, voting together Company as a single class on an as-converted to Common Stock basisprovided in the Purchase Agreement. (d) The Series B Preferred Directors Each Stockholder agrees that he or it shall be entitled not take any direct or indirect action to reimbursement remove any Purchaser Designee from the Company for all costs and expenses in attending any meetings of the Board or any committee thereof, as provided in the Certificate of Designation. The Company shall notify the Series B Preferred Directors of all regular and special meetings of the Board and any committee of the Board of which 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 stockholder pursuant to this Agreement, such person shall, subject to compliance with the Company's Amended and Restated Bylaws, use his or its reasonable best efforts to call, or cause the appropriate officers and directors of the Series B Preferred Directors is Company to call, 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 members special or annual meeting of the Board concurrently shareholders, as such materials are provided the case may be, or to the other membersextent permitted by law, to execute a written consent in lieu of any such meetings.

Board Representation. (a) Until Upon the occurrence later of an (x) forty-five (45) days following the Closing or (y) designation by the Investor Rights Termination Eventto the Company of a Qualified Nominee, (i) there the Company shall increase the size of the Board by one director and (ii) the Board shall fill this vacancy with one person designated by the Investor who shall be five (5) directors reasonably acceptable to the Board and shall meet all qualifications required by written policy of the Company, except as otherwise agreed to by Phoenix including, without limitation, the Board, the Nominating and Governance Committee of the Board and the Required Holders or as provided ethics and compliance program of the Company, in effect from time to time that apply to all nominees for the Certificate of Designation; and Board (ii) Phoenix shall be entitled to nominate two (2) individual directors or director nominees to serve as directors and the 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 “Series B Preferred DirectorsQualified Nominee”). (b) Until the occurrence of an Investor Rights Termination Event, (i) at each Company Stockholders’ Meeting, or upon the taking of a written consent of stockholders for such purpose: (a) the holders annual meeting of the Series B Preferred Stock shall have the right, voting separately as a class (to the exclusion of all other classes or series of the Company’s capital stock), to elect the Series B Preferred Directors, as provided in the Certificate of Designation, and (b) the remaining two (2) directors stockholders of the Company, each of whom the Board shall be independent under applicable Nasdaq nominate and SEC rules, shall be elected recommend for election one Qualified Nominee designated by the holders of Voting Securities, voting together Investor to serve as a single class director on an as-converted to Common Stock basis the Board (the “Remaining DirectorsBoard Representative”) 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 Qualified Nominee shall not be in addition to the person designated by the Investor and serving on the Board pursuant to Section 2.3(a) above, and that the Investor’s right to designate a Qualified Nominee to serve on the Board at any given time shall 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 other nominees to the Board, including that the Company will not be obligated to pay extraordinary costs with regard to the election of such Qualified Nominee as director and (ii) upon the death, disability, retirement, resignation, removal or other vacancy of a director designated by the Investor, the Board shall elect as a director to fill the vacancy so created a Qualified Nominee designated by the Investor to fill such vacancy. (c) Any Series B Preferred Director elected pursuant The Board Representative shall be entitled to Section 2 the same compensation and same indemnification in connection with his or her role as a director as the other members of the Certificate of Designation may be removed at any time, with or without cause byBoard, and only by, the affirmative vote, given at a meeting or by written consent, of the holder(s) who designated or nominated such director. The Remaining Directors may be removed at any time, with or without cause by the affirmative vote, given at a meeting or by written consent, of the holders of the Voting Securities, voting together as a single class on an as-converted to Common Stock basis. (d) The Series B Preferred Directors shall be entitled to reimbursement from the Company for all costs and documented, reasonable out-of-pocket expenses incurred in attending any meetings of the Board or any committee committees thereof, to the same extent as provided in the Certificate other members of Designationthe Board. The Company shall notify the Series B Preferred Directors Board Representative of all 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 any of the Series B Preferred Directors Board Representative is a member. The Company shall provide the Series B Preferred Directors 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) Until As of the occurrence date of an Investor Rights Termination Eventthis Agreement, the Board has duly resolved to (i) there shall be five (5) directors nominate each of the Company▇▇▇▇▇ ▇▇▇▇, except as otherwise agreed to 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 as directors and the 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 “Series B Preferred Applicable Directors”) for election to the Board at the Company’s next annual meeting of stockholders (including any adjournments or postponements thereof, the “2020 Annual Meeting”), (ii) appoint, effective as of the date of this Agreement, ▇▇▇▇▇▇▇ ▇▇▇▇▇ as Vice Chairman and (iii) appoint, effective as of the date of this Agreement, ▇▇▇▇▇ ▇▇▇▇ as Chair of the Compensation Committee to the Board. (b) Until The Company’s slate of nominees for election as directors of the occurrence of an Investor Rights Termination Event, Company at each Company Stockholders’ Meeting, or upon the taking of a written consent of stockholders for such purpose: 2020 Annual Meeting shall comprise (ai) the holders of Applicable Directors and (ii) the Series B Preferred Stock shall have following other nominees: ▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇ and ▇▇▇▇ ▇▇▇▇▇▇ (collectively, the right, voting separately as a class (to the exclusion of all other classes or series of “Named Company Directors”). The Company will recommend that the Company’s capital stock), to elect the Series B Preferred Directors, as provided stockholders vote in the Certificate of Designation, and (b) the remaining two (2) directors favor of the Company, each election of whom shall be independent under applicable Nasdaq the Applicable Directors and SEC rules, shall be elected by the holders of Voting Securities, voting together Named Company Directors at the 2020 Annual Meeting and will support the Applicable Directors for election in substantially the same manner as a single class on an as-converted to Common Stock basis (the “Remaining Named Company Directors”). (c) Any Series B Preferred Director elected pursuant to Section 2 The Company’s slate of nominees for election as directors of the Certificate Company at each meeting of Designation may be removed at any time, with or without cause by, and only by, the affirmative vote, given at a meeting or by written consent, stockholders of the holder(sCompany held during the Standstill Period at which directors are to be elected (the “Applicable Meetings”) who designated or nominated such directorshall include each of the Applicable Directors. The Remaining Directors may be removed at any time, with or without cause by Company shall recommend that the affirmative vote, given at a meeting or by written consent, Company’s stockholders vote in favor of the holders election of each of the Voting Securities, voting together Applicable Directors at each of the Applicable Meetings and shall support the Applicable Directors for election at each of the Applicable Meetings in substantially the same manner as a single class on an as-converted to Common Stock basisthe Company’s other nominees. (d) At all times while serving as a member of the Board (and as a condition to such service), the Applicable Directors shall (i) comply with all policies, codes and guidelines applicable to Board members (subject to Section 9), copies of which are either publicly available or have been provided to SRS or their counsel, (ii) not serve as a director or officer of any Competitor and (iii) otherwise qualify as “independent” of the Company pursuant to the applicable stock exchange listing requirements ((i) through (iii), the “Applicable Director Criteria”). The Series B Preferred Company acknowledges that ▇▇. ▇▇▇▇▇ does not satisfy clause (iii) of the definition of Applicable Director Criteria and agrees that such non-satisfaction (to the extent previously disclosed to the Board in ▇▇. ▇▇▇▇▇’▇ director and officer questionnaire submitted in connection with the 2020 Annual Meeting) shall not preclude ▇▇. ▇▇▇▇▇ from serving as an Applicable Director under this Agreement. (e) During the Standstill Period, SRS shall be entitled to designate three (3) persons to serve as members of the Board. Such persons shall serve as the Applicable Directors in accordance with this Agreement and may, but are not required to be, former or current employees of SRS or an affiliate of SRS. SRS shall be entitled to change its designation of the persons serving as the Applicable Directors from time to time and at any time during the Standstill Period. The Applicable Directors shall be entitled to reimbursement resign from the Board at any time in their discretion. Should any of the Applicable Directors resign from the Board, become unable to serve on the Board due to death, disability or other reasons or otherwise cease to serve on the Board for any reason (including as the result of SRS changing its designation of an Applicable Director) prior to the expiration of the Standstill Period, SRS will have the right to recommend for appointment to the Board a replacement director (a “Replacement”); provided, that any Replacement of an Applicable Director shall meet the Applicable Director Criteria. The appointment of a Replacement will be subject to a customary due diligence process by the Board (including the review of a completed D&O questionnaire (in the Company’s standard form), interviews with members of the Board and a customary background check) and completion by the Replacement of the following documents required of all non-executive directors on the Board: the Certification for the Procedures and Guidelines Governing Securities Trades by Company Personnel and the Majority Voting Conditional Resignation Letter. The Company will use its reasonable best efforts to complete its approval process as promptly as practicable. The Company shall appoint the Replacement to the Board unless (i) the Board, in good faith, upon the advice of outside legal counsel, determines that appointing the proposed director would be inconsistent with its fiduciary duties under applicable law or (ii) the Replacement fails to satisfy the Applicable Director Criteria. For the avoidance of doubt, SRS will be entitled to continue to recommend different persons which meet the foregoing criteria until a Replacement is appointed. Except as otherwise specified in this Agreement, if a Replacement is appointed, all references in this Agreement to the term “Applicable Director” will include such Replacement. (f) During the Standstill Period, (i) SRS shall be entitled to appoint one (1) Applicable Director to the Corporate Governance Committee of the Board, (ii) SRS shall be entitled to appoint one (1) Applicable Director to the Compensation Committee of the Board, which Applicable Director shall serve as Chair of the Compensation Committee of the Board, (iii) the size of each of the Corporate Governance Committee and the Compensation Committees shall be set at three (3) members, all of whom shall qualify as “independent” of the Company pursuant to the applicable stock exchange listing requirements (unless the Board (including, solely in the case of an Applicable Director joining such committee, a majority of the directors who are not former or current employees of, or advisors or consultants to, SRS or an Affiliate of SRS) approves the appointment to such committee of a director who does not qualify as “independent” of the Company in accordance with an applicable exception thereunder) and (iv) SRS shall be entitled to designate one Applicable Director to serve as Vice Chairman of the Board; provided that, the Board shall not be required to reduce the size of each of the Corporate Governance Committee and the Compensation Committees to three (3) members pursuant to clause (iii) of this Section 1(f) until thirty (30) days following the date hereof. SRS shall be entitled to change its appointments and designations pursuant to this Section 1(f) from time to time and at any time during the Standstill Period. If SRS elects to change the Vice Chairman or the committee positions on which an Applicable Director serves, SRS shall provide written notice furnishing the name of the Person being replaced, the name of the Person to be appointed, and setting forth the positions in which the new appointee will serve. The Company shall promptly appoint the Applicable Director to the designated positions so long as, in the case of any committee appointments, such Applicable Director satisfies the applicable stock exchange listing requirements for serving on such committee. SRS has presently designated ▇▇. ▇▇▇▇ to serve on the Corporate Governance Committee and to serve on, and be Chair of, the Compensation Committee. SRS has presently designated ▇▇. ▇▇▇▇▇ to serve as Vice Chairman of the Board. (g) Promptly after the execution and delivery of this Agreement (or, in the case of any Replacement, immediately prior to such Person’s appointment to the Board), each of the Applicable Directors shall deliver (and any Replacement shall deliver, as applicable) to the Company an irrevocable resignation letter pursuant to which such Person shall resign from the Board and all costs applicable committees thereof, subject to the Board’s acceptance of such resignation (which may be accepted or rejected in its sole discretion), in the event of any of the following: (i) SRS fails to maintain the Minimum Ownership Levels as set forth in Section 5 hereof, in which case the resignation letter provided by such Applicable Director shall become effective; (ii) a judicial determination that such Applicable Director has materially breached any of the terms of this Agreement, in which case the resignation letter provided by such Applicable Director shall become effective; or (iii) a judicial determination that SRS has materially breached any of the terms of this Agreement, in which case the resignation letters provided by all of the Applicable Directors shall become effective. (h) Each of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, and expenses ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ shall not be nominated for reelection at the 2020 Annual Meeting. During the period commencing with the conclusion of the 2020 Annual Meeting through the expiration or termination of the Standstill Period, the Board and all applicable committees of the Board shall take all necessary actions (including with respect to nominations for election at the Applicable Meetings) so that the size of the Board is no more than nine (9) directors. (i) Following the conclusion of the 2020 Annual Meeting, unless the Board determines otherwise, all determinations regarding, and actions with respect to, SRS and this Agreement (including any amendment to or waiver under this Agreement) shall be made by either (i) the Board (excluding all directors who are current or former employees of, or advisors or consultants to, SRS or an Affiliate of SRS) or (ii) a committee of the Board comprised solely of directors who are independent under the standards of the Nasdaq Stock Exchange and are not current or former employees of, or advisors or consultants to, SRS or an Affiliate of SRS. (j) Upon the selection by the Board of a Chief Executive Officer on a non-interim basis, the Company will appoint the Chief Executive Officer to the Board; provided that if such Chief Executive Officer is already a director of the Company, the Board shall, no later than ninety (90) days after such selection of a Chief Executive Officer, appoint an additional director who is (i) independent under the standards of the Nasdaq Stock Exchange and (ii) not a former or current employee of, or advisor or consultant to, SRS or an Affiliate of SRS. The appointment of such director will be subject to the execution by such director of the following documents required of all non-executive directors on the Board: (i) the Certification for the Procedures and Guidelines Governing Securities Trades by Company Personnel, (ii) the Majority Voting Conditional Resignation Letter and (iii) a D&O questionnaire (in attending the Company’s standard form). For the avoidance of doubt, the additional director appointed pursuant to this Section 1(j) shall be in addition to the Additional Director (as defined below) appointed pursuant to Section 1(k). (k) No later than ninety (90) days after the 2020 Annual Meeting, the Board will appoint an additional director who is (i) independent under the standards of the Nasdaq Stock Exchange and (ii) not a former or current employee of, or advisor or consultant to, SRS or an Affiliate of SRS (the “Additional Director”). The appointment of the Additional Director will be subject to the execution by the Additional Director of the following documents required of all non-executive directors on the Board: (i) the Certification for the Procedures and Guidelines Governing Securities Trades by Company Personnel, (ii) the Majority Voting Conditional Resignation Letter and (iii) a D&O questionnaire (in the Company’s standard form). (l) SRS agrees that the Applicable Directors shall recuse themselves from the portion of any meetings of Board or committee or subcommittee meeting at which the Board or any such committee thereof, as provided in or subcommittee is evaluating and/or taking action with respect to (i) the Certificate exercise of Designation. The Company shall notify the Series B Preferred Directors of all regular and 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 Company’s rights or enforcement of all notices, minutes, consents and other materials provided to all other members any of the Board concurrently obligations under this Agreement, (ii) any proposed or pending (x) Extraordinary Transaction between the Company or any of its subsidiaries and SRS or its Affiliates, (y) other material transaction between the Company or any of its subsidiaries and SRS or any of its Affiliates from which SRS or an Affiliate of SRS receives or otherwise derives a material benefit (other than a benefit to which SRS or any of its Affiliates would be entitled in its capacity as a shareholder of the Company and in which all shareholders of the Company participate pro rata) or (z) material transaction between the Company or any of its subsidiaries and another entity in which SRS has representation on the board of directors (or equivalent governing body), or has beneficial ownership of 10% or more, of such materials are provided entity or such entity’s direct or indirect parent company, or (iii) any public stockholder proposal or public proposal to nominate any Person for election to the Board made by SRS or its Affiliates (the matters described in clauses (i)-(iii) of this Section 1(l) referred to as “Recusal Matters”). SRS agrees that the Applicable Directors shall not have access to documents or other membersinformation relating to Recusal Matters.

Board Representation. (a) Until So long as the occurrence Purchasers or one or more of an Investor Rights Termination Event, (i) there shall be five (5) directors their Affiliates hold at least 20% of the Companynumber of shares of Common Stock issued or issuable upon conversion of the Series D Shares, except as otherwise agreed the Company shall take all necessary or desirable actions within its control (including calling special board and stockholder meetings and nominating any individual appointed by the holders of a majority of the number of shares of Common Stock issued or issuable upon conversion of the Series D Shares to by Phoenix the Board of Directors and recommending the Required Holders or as provided in election of such individual to the Certificate Board of Designation; and (ii) Phoenix shall Directors), to cause the Investor Director to be entitled to nominate two (2) individual directors or director nominees to serve as directors and the Required Holders shall be entitled to nominate one (1) individual director or director nominee, who shall be independent under applicable Nasdaq and SEC rules, elected to serve as a director, as provided in member of the Certificate Board of Designation (collectively, the “Series B Preferred Directors”). The Company shall at all times maintain a Compensation Committee and an Audit Committee of its Board of Directors. (b) Until At such time as the occurrence of an appointment rights in Section 8.6(a) would apply and the Investor Rights Termination Event, at each Company Stockholders’ Meeting, or upon the taking of Director is not a written consent of stockholders for such purpose: (a) the holders member of the Series B Preferred Stock shall have the right, voting separately as a class (to the exclusion Board of all other classes or series of the Company’s capital stock), to elect the Series B Preferred Directors, Directors as provided in the Certificate of Designation, 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 holders of Voting Securities, voting together as a single class on an as-converted to Common Stock basis (the “Remaining Directors”). (c) Any Series B Preferred Director elected pursuant to Section 2 of the Certificate of Designation may be removed at any time, with or without cause by, and only bythis Agreement, the affirmative vote, given at a Company shall permit the Requisite Purchasers to appoint one observer attend each meeting or by written consent, of the holder(s) who designated or nominated such director. The Remaining Directors may be removed at any time, with or without cause by the affirmative vote, given at a meeting or by written consent, of the holders of the Voting Securities, voting together as a single class on an as-converted to Common Stock basis. (d) The Series B Preferred Directors shall be entitled to reimbursement from the Company for all costs and expenses in attending any meetings of the Board or of Directors and any committee thereof. The Company will send to any such observer notice of the time and place of any such meeting in the same manner and at the same time as notice is sent to the directors or committee members, as provided in the Certificate case may be; provided, however, that each such observer shall always receive at least three (3) days’ prior notice of Designationany meeting. The Company shall notify the Series B Preferred Directors of all regular and 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 also provide the Series B Preferred Directors with to such observer copies of all notices, reports, minutes, consents and other materials provided to all other members of documents at the Board concurrently time and in the manner as such materials they are provided to the Board of Directors or committees. The Company shall reimburse each such observer for all reasonable costs incurred by the observer. (c) Notwithstanding the foregoing, a majority of the Board of Directors shall have the right to exclude the Investor Director, or the observer permitted to be in attendance at each meeting of the Board of Directors pursuant to Section 8.6(b) hereof, from portions of meetings of the Board of Directors (or meetings of committees thereof) or omit to provide the observer with certain information if such majority of the Board of Directors believes in good faith, based on the advice of the Company’s outside counsel, that such exclusion or omission is necessary to avoid a conflict of interest or to prevent a breach of attorney-client privilege; provided, that the Investor Director and the observer shall not be so excluded or withheld information unless all other memberspersons whose presence at a meeting or receipt of such materials would result in a conflict of interest or a breach of attorney-client privilege are also excluded or withheld information.

Board Representation. (a) Until As of the occurrence of an Investor Rights Termination Eventdate hereof, (i) there the Board shall be comprised of five (5) directors directors. Beginning at the closing of the transactions contemplated by the 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"), except as otherwise agreed to by Phoenix the Board shall be comprised of no more than five (5) directors, and the Required Holders or as provided in the Certificate of Designation; and (ii) Phoenix Chesrown shall be entitled to (i) nominate two three (23) individual directors or director nominees individuals to the Board (such individuals, including their respective successors, the “Chesrown Directors”), to serve as directors 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, that at least two of the Chesrown Directors shall be “independent” as defined by the applicable rules and regulations of the SEC and the Required Holders NASDAQ stock market. The Chesrown Directors shall initially be ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇, and ▇▇▇▇▇ ▇▇▇▇▇▇▇▇. (b) 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 of any Chesrown Director for election at an annual meeting of stockholders of the Company shall be made by delivering to the Company a notice signed by Chesrown, which notice shall include the names and qualifications of such proposed Chesrown Directors. As promptly as practicable, the Company shall provide a copy of such notice to the Company’s Corporate Governance and Nominating Committee (the “Committee”), which shall, if the proposed Chesrown Director satisfies the criteria for qualifications of directors set forth in the Charter of the Committee (the “Charter”) in all material respects, as determined in good faith by the Committee, at the next Committee meeting at which Board nominees are determined for purposes of the Company’s annual meeting of stockholders, make a recommendation to the Board that such Chesrown Directors shall be nominated for election to the Board at the Company's next annual meeting of stockholders and shall, in the Company’s proxy statement relating to such annual meeting, recommend to the Company's Stockholders that the Stockholders should vote their 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 criteria, the Committee shall notify Chesrown of such fact within 10 days following receipt of the Chesrown Notice, specifying in reasonable detail the reasons for the determination that such criteria have not been met, and within 10 calendar days Chesrown may submit to the Committee a new proposed Chesrown Director. (c) For so long as Chesrown or an Affiliate of Chesrown beneficially owns, in the aggregate, at least the Minimum Threshold, each nomination to the Board of any Chesrown Director for election other than at an annual meeting of stockholders of the Company (whether due to the resignation, removal or death of a Chesrown Director or otherwise) shall be made by delivering to the Company a notice signed by Chesrown, which notice shall include the names and qualifications of such proposed Chesrown Director. As promptly as practicable, the Company shall provide a copy of such notice to the Committee, which shall, if the proposed Chesrown Director satisfies the criteria for qualifications of directors set forth in the Charter in all material respects, as determined in good faith by the Committee, as promptly as practicable, make a recommendation to the Board that such Chesrown Directors shall be appointed for election to the Board, which appointment may be made by the Board to the extent permitted pursuant to the Company’s bylaws. As promptly as practicable thereafter, the Company shall take or cause to be taken such corporate actions as may be required to cause such appointment to be effected. If the Committee reasonably determines in good faith that such proposed Chesrown Director does not meet such criteria, the Committee shall notify Chesrown of such fact within 10 days of receipt of the Chesrown Notice, specifying in reasonable detail the reasons for the determination that such criteria have not been met, and within 10 calendar days Chesrown may submit to the Committee a new proposed Chesrown Director. (d) Beginning at the closing 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 Board shall be comprised of no more than five (5) directors, and Berrard shall be entitled to (i) nominate one individual to the Board (1) individual director or director nomineesuch individual, who shall be independent under applicable Nasdaq and SEC rulesincluding such individual's successor, the “Berrard Director”), to serve as a director, as provided in the Certificate of Designation (collectively, the “Series B Preferred Directors”). (b) 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 member of the Series B Preferred Stock shall have Board until the rightBerrard Director's successor is elected and qualified, voting separately as a class (ii) nominate any successor to the exclusion of all other classes or series of the Company’s capital stock), to elect the Series B Preferred Directors, as provided in the Certificate of DesignationBerrard Director, and (biii) direct 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 holders of Voting Securities, voting together as a single class on an as-converted to Common Stock basis (the “Remaining Directors”). (c) Any Series B Preferred Director elected pursuant to Section 2 of the Certificate of Designation may be removed at any time, with or without cause by, and only by, the affirmative vote, given at a meeting or by written consent, of the holder(s) who designated or nominated such director. The Remaining Directors may be removed at any time, with or without cause by the affirmative vote, given at a meeting or by written consent, of the holders of the Voting Securities, voting together as a single class on an as-converted to Common Stock basis. (d) The Series B Preferred Directors shall be entitled to reimbursement removal from the Company for all costs and expenses in attending any meetings of the Board or any committee thereof, as provided in the Certificate of Designation. The Company shall notify the Series B Preferred Directors of all regular and special meetings of the Board and any committee of the Board of which any of the Series B Preferred Directors is a memberBerrard Director. The Company Berrard Directors shall provide the Series B Preferred Directors 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 membersinitially be ▇▇▇▇▇▇ ▇.

Board Representation. (a) Until Each Stockholder severally covenants and agrees that, such Stockholder shall vote, or cause to be voted, all Voting Equity from time to time owned or controlled by such Stockholder and which such Stockholder is entitled to vote for such purpose, as of the occurrence record date of an Investor Rights Termination Event, (i) there shall be five (5) directors any action of the shareholders of the Company, except whether by consent or at a meeting, at which members of the Board of Directors are to be elected or to establish the number of Directors of the Company, in favor of a Board of Directors comprised of nine Directors designated as otherwise agreed follows: (a) Subject to Section 3.2 below, two Directors designated 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 as directors and the 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 “Series B Preferred Directors”)Shareholder Representative. (b) Until Subject to Section 3.2 below, four Disinterested Outside Directors who are nominated by the occurrence of an Investor Rights Termination EventShareholder Representative. (c) Three additional Directors, at each Company Stockholders’ Meeting, or upon the taking of a written consent of stockholders for such purposeto be elected as follows: (ai) one Director (the `Series B Director') elected by the holders of the Series B Preferred Stock shall have the right, voting separately as a class (to the exclusion of all other classes or series of the Company’s capital stock), to elect set forth in the Series B Preferred Directors, as provided in the Certificate of Designation, and ; (bii) one Director (the remaining two (2`Series C Director') directors of the Company, each of whom shall be independent under applicable Nasdaq and SEC rules, shall be elected by the holders of Voting Securities, the Series C Preferred Stock as set forth in the Series C Certificate of Designation; and (iii) one Director (the "Joint Director") elected by the holders of the Series B and Series C Preferred Stock voting together as a single class on an as-converted to Common Stock basis (class, as set forth in the “Remaining Directors”). (c) Any Series B Preferred Director elected pursuant to Section 2 of the Certificate of Designation may be removed at any time, with or without cause by, and only by, the affirmative vote, given at a meeting or by written consent, of the holder(s) who designated or nominated such director. The Remaining Directors may be removed at any time, with or without cause by the affirmative vote, given at a meeting or by written consent, of the holders of the Voting Securities, voting together as a single class on an as-converted to Common Stock basis. (d) The Series B Preferred Directors shall be entitled to reimbursement from the Company for all costs and expenses in attending any meetings of the Board or any committee thereof, as provided in the C Certificate of Designation. The Company shall notify provisions of the Series B Preferred Directors Certificate of all regular Designation shall govern the designation, election and special meetings removal of the Board Series B Director and filling of any committee vacancy in the office of the Series B Director. The provisions of the Series C Certificate of Designation shall govern the designation, election and removal of the Series C Director and the filling of any vacancy in the office of the Series C Director. The provisions of the Series B Certificate of Designation and the Series C Certificate of Designation shall govern the designation, election and removal of the Joint Director and filling of any vacancy in the office of the Joint Director. The provisions of Section 3.2, Section 3.3, Section 3.4, Section 3.5 and Section 3.6 shall apply only to the other six Directors comprising the Board of which any Directors. If the holders of the Series B Preferred Directors is Stock or the Series C Preferred Stock cease being entitled to elect a member. The Company shall provide director as a class pursuant to the Series B Preferred Directors with copies Certificate of all noticesDesignation or the Series C Certificate of Designation, minutesrespectively, consents and other materials provided to all other members (i) the size of the entire Board concurrently of Directors shall be reduced by one director, and (ii) the Director then designated as such materials are provided the Joint Director shall cease to the other membersbe so designated and thereafter shall be chosen according to Section 3.1(b).

Board Representation. (a) Until the occurrence of an Investor Rights Termination Event, (i) there At and immediately after the Closing, the Board shall have ten directors, divided into three classes. One member of the Board shall initially be designated by the Shareholder to be a Class II director with a three year term from the date of the Company’s most recent annual meeting of stockholders (the “Shareholder Nominee”). Unless the Shareholder expressly agrees in writing, the Company shall use its best efforts to ensure that the Shareholder Nominee is not removed without cause. (ii) The Shareholder acknowledges that pursuant to a separate agreement between the Company and FIS, up to four directors shall be five designated by FIS and that pursuant to a separate agreement between the Company and ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, two directors shall be designated by ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇. (5iii) If, at any time following the election 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 Shareholder will be entitled to designate a successor and, in connection with any subsequent meeting of the shareholders of the Company or the Board at which such vacancy is to be filled, the 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 following: (x) the date on which the Shareholder and its affiliates own less than one million shares of Common Stock; and (y) the date that is three years from the anniversary of the Closing Date, the Shareholder’s right to designate the Shareholder Nominee shall cease and, upon notice from the Company to the Shareholder, the Shareholder shall cause the Shareholder Nominee to immediately resign. The Shareholder Nominee, 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 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 as 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, except (y) the date FIS and its affiliates no longer beneficially own (as otherwise agreed 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 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 Phoenix the Company’s directors other than the directors designated by FIS and its affiliates, ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ and his affiliates, and the Required Holders or as provided in the Certificate of Designation; Shareholder and its affiliates (ii) Phoenix shall be entitled to nominate two (2) individual directors or director nominees to serve as directors and the 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 “Series B Preferred Public Directors”).; (b) Until with respect to any proposal to amend the occurrence Company’s Articles of an Investor Rights Termination EventIncorporation or Bylaws, at each Company Stockholders’ Meetingwill 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 upon the taking support (by way of giving a proxy or written consent of stockholders for such purpose: (aconsent) the holders of the Series B Preferred Stock shall have the rightany person in seeking to call, voting separately as a class (to the exclusion of all other classes or series any special meeting of the Company’s capital stock), to elect the Series B Preferred Directors, as provided in the Certificate of Designation, 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 holders of Voting Securities, voting together as a single class on an as-converted to Common Stock basis (the “Remaining Directors”). (c) Any Series B Preferred Director elected pursuant to Section 2 of the Certificate of Designation may be removed at any time, with or without cause by, and only by, the affirmative vote, given at a meeting or by written consent, of the holder(s) who designated or nominated such director. The Remaining Directors may be removed at any time, with or without cause by the affirmative vote, given at a meeting or by written consent, of the holders of the Voting Securities, voting together as a single class on an as-converted to Common Stock basis.shareholders; (d) The Series B Preferred Directors shall be entitled will not, and will cause its affiliates not to, seek or vote to reimbursement from the Company for all costs and expenses remove or support (by way of giving a proxy or written consent) any person in attending seeking to remove, without cause, any meetings member or members of the Board Board; (e) will not solicit, obtain, hold or vote the written proxies of any committee thereof, as provided in the Certificate of Designation. The Company shall notify the Series B Preferred Directors of all regular and special meetings other shareholders of the Board and Company; (f) will not enter into any committee binding agreement, arrangement or understanding with any other person jointly to take or cause such other person to take any action which would, if done by the Shareholder or its affiliates, result in a violation of the Board clauses (c), (d) or (e) of which this Section 5(i)(v); and (g) will not publicly announce that it is seeking a waiver of any of the Series B Preferred Directors is a member. The Company shall provide the Series B Preferred Directors with copies provisions 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 membersthis Section 5(i)(v).

Board Representation. (a) Until So long as the occurrence sum of the number of Ordinary Shares and the 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 of the Company (such director, or such other individual who may be designated by the Investor from time to time, the “Investor Director”), and the 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 Investor Rights Termination Eventelection, (i) there shall nominating such individual to be five (5) directors of the Company, except elected as otherwise agreed to by Phoenix and the Required Holders or a director as provided in the Certificate of Designation; and herein, (ii) Phoenix 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 entitled subject to nominate two (2) individual directors or director nominees the approval of the Board, which approval shall not be unreasonably withheld, and further subject to serve as directors the election by the Shareholders of the Company to the extent required by Applicable Law and the 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 “Series B Preferred Directors”)Company’s Constitution. (b) Until The Investor Directors shall be entitled to be nominated or appointed to 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 compensation committee of the Series B Preferred Stock shall have the rightBoard, voting separately as a class (subject to the exclusion of all other classes or series approval of the Company’s capital stock)Board, to elect the Series B Preferred Directors, as provided in the Certificate of Designation, and (b) the remaining two (2) directors of the Company, each of whom which approval shall not be independent under applicable Nasdaq and SEC rules, shall be elected by the holders of Voting Securities, voting together as a single class on an as-converted to Common Stock basis (the “Remaining Directors”)unreasonably withheld. (c) Any Series B Preferred The nomination and appointment right under this Section 2.01 will be subject to the Investor Director elected pursuant 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 Section 2 satisfy the Board Qualifications, (ii) any removal of the Certificate of Designation may be removed at any time, Investor Director (with or without cause bycause) 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 to designate a replacement to fill such vacancy and serve on the Board, and only bythe Company shall promptly arrange for the appointment or election of such individual to its Board (who shall, following such appointment or election, be the affirmative voteInvestor Director for purposes of this Agreement); provided, given at a meeting or by written consenthowever, that the Investor Director candidate thus designated shall satisfy the Board Qualifications, and shall be subject to the approval of the holder(s) who designated or nominated such director. The Remaining Directors may Board, which approval shall not be removed at any timeunreasonably withheld, with or without cause and further subject to the election by the affirmative vote, given at a meeting or by written consent, Shareholders of the holders of the Voting Securities, voting together as a single class on an as-converted to Common Stock basisCompany. (d) The Series B Preferred Directors Any Investor Director duly elected to the Board shall: (i) agree to hold in confidence all information provided (provided that the Investor Director shall not be entitled restricted in any confidential communications or discussions with or the confidential provision of information to reimbursement from the Company Investor and its Subsidiaries and their respective directors, officers, employees, accountants, agents, counsel and other representatives who are subject to the same confidentiality obligations as set forth herein), and (ii) be subject to the Company’s bylaws, 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 all costs and expenses in attending cause under Applicable Law. (e) At any meetings meeting of the Board or any committee thereofannual general or other meeting of the Shareholders that may be held from time to time at which the Investor Director is up for re-appointment or re-election to the Board, as provided in the Certificate of Designation. The Company shall notify re-appoint the Series B Preferred Directors of all regular and special meetings of Investor Director to serve on the Board and any committee of shall use commercially reasonable efforts to ensure that the Board of which any of Investor Director is re-elected by 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 members of the Board concurrently as such materials are provided to the other members.Shareholders to

Board Representation. (a) Until the occurrence of an Investor Rights Termination Event, (i) there shall be five (5) directors As of the Company, except as otherwise agreed Second Closing Date and until the earlier to by Phoenix occur of the sixth anniversary of the Second Closing Date and the Required Holders or as provided in date on which Shareholders own, collectively, less than 20% of the Certificate Shares (the "Shareholder Designee Period"), the Board of DesignationDirectors shall consist of no more than twelve (12) directors; and (ii) Phoenix shall be entitled to nominate two (2) individual directors or director nominees to serve as directors and the Required Holders shall be entitled to nominate one (1) individual director or director nomineeprovided, who shall be independent under applicable Nasdaq and SEC ruleshowever, that if Mr. ▇'▇▇▇▇▇ ▇▇▇ses to serve as a director, the Board of Directors shall thereafter consist of no more than eleven (11) directors during the Shareholder Designee Period. For so long as provided in Shareholders are entitled to at least two Shareholder Designees under this Agreement, Shareholders shall be entitled to have one Shareholder Designee serve on each committee of the Certificate Board of Designation (collectively, Directors other than any committee formed for the “Series B Preferred Directors”)purpose of considering matters relating to the Shareholders and as set forth below with respect to the Nominating Committee. (b) Until On the occurrence Second Closing Date, the Company will cause Davi▇ ▇▇▇▇▇▇ ▇▇▇ one additional person as designated by Shareholders or, subject to Section 3.1(d), such other substitute persons as may be designated by Shareholders, to be elected to the Board of an Investor Rights Termination EventDirectors. At all times during the Shareholder Designee Period, the Company agrees, subject to Section 3.1(d), to support the nomination of, and the Company's Nominating Committee (as defined herein) shall recommend to the Board of Directors the inclusion in the slate of nominees recommended by the Board of Directors to shareholders for election as directors at each Company Stockholders’ Meeting, or upon the taking annual meeting 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 exclusion of all other classes or series shareholders of the Company’s capital stock: (i) no more than two persons who are executive officers of the Company At all times during the Shareholder Designee Period, Unaffiliated Directors shall be designated exclusively by a majority of a nominating committee (the "Nominating Committee"), to elect which shall at all times during the Series B Preferred DirectorsShareholder Designee Period consist of not more than four persons, as provided in the Certificate of Designation, and (b) the remaining two (2) directors of the Company, each of whom shall be independent under applicable Nasdaq Shareholder Designees (or such lesser number of Shareholder Designees as then serves on the Board of Directors) and SEC rules, two of whom shall be elected either Management Directors or Unaffiliated Directors. If the Nominating Committee is unable to recommend one or more persons to serve as Unaffiliated Directors (except with respect to any vacancy created by an Unaffiliated Director ceasing to serve as such), then the Board of Directors shall nominate and recommend for election by stockholders an Unaffiliated Director then serving on the Board of Directors. Notwithstanding the foregoing, if the Shareholders beneficially own less than 50% of the Shares, the Nominating Committee shall be comprised of individuals only one of whom is a Shareholder Designee. The foregoing provisions shall be effected pursuant to an amendment to the Company's Bylaws in a form reasonably acceptable to the parties to this Agreement, which shall not be further amended by the holders Board of Voting Securities, voting together as a single class on an as-converted to Common Stock basis (Directors during the “Remaining Directors”)Shareholder Designee Period. (c) Any Series B Preferred Director elected pursuant Upon any decrease in Shareholders' beneficial ownership of Common Stock below any Beneficial Ownership Threshold or Voting Securities below the Actual Voting Power Threshold, Shareholders shall cause a number of Shareholder Designees to offer to immediately resign from the Company's Board of Directors such that the number of Shareholder Designees serving on the Board of Directors immediately thereafter will be equal to the number of Shareholder Designees which Shareholders would then be entitled to designate under Section 2 3.1(b). Upon termination of the Certificate of Designation may be removed at any timeShareholder Designee Period, with or without Shareholders shall promptly offer to cause by, and only by, the affirmative vote, given at a meeting or by written consent, all of the holder(s) who designated or nominated such director. The Remaining Shareholder Designees to resign from the Board of Directors may be removed at and any time, with or without cause by committees thereof and the affirmative vote, given at a meeting or by written consent, of the holders of the Voting Securities, voting together as a single class on an as-converted to Common Stock basisCompany's obligations under this Section 3.1 shall terminate. (d) The Series B Preferred Notwithstanding the provisions of this Section 3.1, Shareholder shall not be entitled to designate any person to the Company's Board of Directors (or any committee thereof) in the event that the Company receives a written opinion of its outside counsel that a Shareholder Designee would not be qualified under any applicable law, rule or regulation to serve as a director of the Company or if the Company objects to a Shareholder Designee because such Shareholder Designee has been involved in any of the events enumerated in Item 2(d) or (e) of Schedule 13D or such person is currently the target of an investigation by any governmental authority or agency relating to felonious criminal activity or is subject to any order, decree, or judgment of any court or agency prohibiting service as a director of any public company or providing investment or (e) Each Shareholder Designee serving on the Board of Directors shall be entitled to reimbursement from all compensation and stock incentives granted to directors who are not employees of the Company for all costs and expenses in attending any meetings of on the Board or any committee thereof, as provided in the Certificate of Designation. The Company shall notify the Series B Preferred Directors of all regular and 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 same terms provided to all other members of the Board concurrently as such materials are provided to the other membersdirectors.

Board Representation. (a) Until The Company and the occurrence of an Investor Rights Termination Event, Stockholders shall take such corporate actions as may be required to ensure that from and after the “Effective Date” (as defined in the Option Agreement): (i) there shall be the number of directors constituting the Board does not exceed five (5) directors of the Company), except as otherwise agreed to by Phoenix and the Required Holders or as provided in the Certificate of Designation; and (ii) Phoenix the presence of at least one (1) Founder Director and one (1) Investor Director (in addition to any higher number of Directors as may be required by the Bylaws of the Company) is required to constitute a quorum of the Board. (b) Subject to Section 2.1(c) below: (i) from and after the “Effective Date” (as defined in the Option Agreement), the holder(s) of a majority of the Director Designation Rights with respect to the Investor Securities shall be entitled entitled: (A) to nominate two (2) individual directors or director nominees individuals to the Board to serve as directors (the “Investor Directors”) until each Investor Director’s successor is elected and qualified, (B) to nominate each successor to each Investor Director, and (C) to direct the Required Holders removal from the Board of any director nominated under the foregoing clauses (A) or (B). Each Investor Director must be reasonably acceptable to the holders of a majority of the Director Designation Rights with respect to the Founder Securities. An Investor Director need not be a Stockholder. The Investor Directors initially appointed to the Board in accordance with this Section 2.1(b)(i) shall be entitled ▇▇▇▇▇▇ ▇▇▇▇▇▇ and ▇▇▇▇ Goord; and (ii) the holder(s) of a majority of the Director Designation Rights with respect to the Founder Securities shall be entitled: (A) to nominate one three (13) individual director or director nominee, who shall be independent under applicable Nasdaq and SEC rules, individuals to the Board to serve as a director, as provided in the Certificate of Designation directors (collectively, the “Series B Preferred Founder Directors”) until each Founder Director’s successor is elected and qualified, (B) to nominate each successor to each Founder Director, and (C) to direct the removal from the Board of any director nominated under the foregoing clauses (A) or (B). (b) 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) . Each Founder Director must be reasonably acceptable to the holders of a majority of the Series B Preferred Stock shall have the right, voting separately as a class (Director Designation Rights with respect to the exclusion of all other classes or series of Investor Securities. A Founder Director need not be a Stockholder. The Founder Directors initially appointed to the Company’s capital stock), to elect the Series B Preferred Directors, as provided Board in the Certificate of Designation, and (baccordance with this Section 2.1(b)(ii) 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 holders of Voting Securities, voting together as a single class on an as-converted to Common Stock basis (the “Remaining Directors”)▇▇▇▇ ▇▇▇▇▇▇▇▇. (c) Any Series B Preferred Director elected pursuant to Section 2 In the event of the Certificate any Transfer of Designation may be removed at any time, with or without cause by, and only by, the affirmative vote, given at a meeting or Equity Securities by written consent, of the holder(s) who designated or nominated such director. The Remaining Directors may be removed at any time, with or without cause by the affirmative vote, given at a meeting or by written consent, of the holders of the Voting Securities, voting together as a single class on an as-converted to Common Stock basis. (d) The Series B Preferred Directors shall be entitled to reimbursement from the Company for all costs and expenses in attending any meetings of the Board or any committee thereof, as provided in the Certificate of Designation. The Company shall notify the Series B Preferred Directors of all regular and 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 ▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇▇▇ or ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ to any member 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.his respective

Board Representation. (a) Until At each annual meeting of the occurrence of an Investor Rights Termination Event, (i) there shall be five (5) directors stockholders of the Company, except as otherwise agreed or at any meeting of the stockholders of the Company at which members of the Board of Directors of the Company (the “Board of Directors”) are to be elected, or whenever members of the Board of Directors are to be elected 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 as directors and the 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 (collectivelywritten consent, the “Series B Preferred Directors”).Stockholders shall vote or act with respect to their shares so as to elect: (b) 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 rightCompany’s Chief Executive Officer, voting separately initially ▇▇▇▇ ▇▇▇▇▇, as a class (to the exclusion of all other classes or series of the Company’s capital stock), to elect the Series B Preferred Directors, as provided in the Certificate of Designation, and (b) the remaining two (2) directors of the Company, each of whom shall be independent under applicable Nasdaq and SEC rules, shall be director elected by the holders of Voting SecuritiesPreferred Stock and Common Stock, voting together as a single class on an as-converted basis; provided that if for some reason he or she shall cease to Common Stock basis serve as the Company’s Chief Executive Officer, each of the Stockholders shall promptly vote their respective shares (i) to remove the “Remaining Directors”).former Chief Executive Officer from the Board of Directors if such person has not resigned as a member of the Board of Directors and (ii) to elect such person’s replacement as the Company’s Chief Executive Officer as a director; (cb) Any Series B Preferred Director elected pursuant one (1) director to Section 2 be designated by ▇▇▇▇▇▇ Investment Company LLC as one of the Certificate of Designation may be removed at any time, with or without cause by, and only by, the affirmative vote, given at a meeting or directors elected by written consent, of the holder(s) who designated or nominated such director. The Remaining Directors may be removed at any time, with or without cause by the affirmative vote, given at a meeting or by written consent, of the holders of the Voting SecuritiesPreferred Stock and Common Stock, voting together as a single class on an as-converted basis, provided, however, if ▇▇▇▇▇▇ Investment Company LLC no longer holds at least 500,000 shares of the Company’s capital stock at any time, this right to Common Stock basis.designate a director shall terminate; and (dc) The Series B Preferred Directors one (1) director to be designated by RTW Master Fund, LTD and RTW Innovation Master Fund, LTD (together,“RTW”) as the director elected by RTW (the “RTW Director”); provided, however, that RTW’s right to designate the RTW Director under this Section 1.1(c) shall be entitled subject to reimbursement and contingent upon the completion of the Second Tranche Investment (as defined in the Purchase Agreement), and RTW shall have no right to designate the RTW Director unless and until such time that RTW purchases the Second Tranche Investment Amount (as defined in the Purchase Agreement) from the Company for all costs and expenses in attending any meetings the Second Tranche Closing; provided further, however, if RTW no longer holds at least 60% of the Board or Preferred Stock purchased by RTW under the Purchase Agreement at any committee thereof, time after the Second Tranche Closing (as provided defined in the Certificate of Designation. The Purchase Agreement), this right to designate a director shall terminate immediately with no further action required by the Company shall notify the Series B Preferred Directors of all regular and 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 members of the Board concurrently as such materials are provided to the other membersor RTW.

Board Representation. (a) Until The Corporation and the occurrence of an Investor Rights Termination Event, Investors shall take such corporate actions as may be required to ensure that (i) there the number of directors constituting the Board shall be either five (5) directors of the Company, except as otherwise agreed to by Phoenix or seven (7) and the Required Holders or as provided in the Certificate of Designation; shall initially be seven (7) and (ii) Phoenix the presence of four (4) directors (including each of the Investor Directors) is required to constitute a quorum of the Board if the Board consists of seven (7) members and the presence of three (3) directors (including each of the Investor Directors) is required to constitute a quorum of the Board if the Board consists of five (5) members. The Board (and the number of members constituting a quorum) may be changed with the consent of each of Castlerigg and Medley. (b) Subject to the expansion option set forth in Section 2.1, the Board shall be entitled to nominate two comprised as follows: (2i) individual directors or director nominees to serve as directors and the Required Holders Castlerigg shall be entitled entitled: (A) to nominate one (1) individual director or director nominee, who shall be independent under applicable Nasdaq and SEC rules, to the Board to serve as a director, as provided in the Certificate of Designation director (collectively, the “Series B Preferred DirectorsCastlerigg Director”) until his respective successor is elected and qualified, (B) to nominate each successor to the Castlerigg Director and (C) to direct the removal from the Board of any director nominated under the foregoing clauses (A) or (B).; the Castlerigg Director shall initially be M▇▇▇▇▇▇ ▇▇▇▇▇▇▇; (bii) 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: Medley shall be entitled (aA) the holders of the Series B Preferred Stock shall have the right, voting separately as a class to nominate one (1) individual to the exclusion of all other classes or series of Board to serve as director (the Company’s capital stock)“Medley Director”) until his respective successor is elected and qualified, (B) to elect nominate each successor to the Series B Preferred Directors, as provided in the Certificate of Designation, Medley Director and (bC) to direct the removal from the Board of any director nominated under the foregoing clauses (A) or (B); the Medley Director initially shall be T▇▇ ▇▇▇▇▇▇; (iii) the remaining directors shall be appointed pursuant to the terms of the Bylaws; provided that at least one (1) of such directors shall be an independent director not affiliated with, or an officer or employee of, the Corporation, and provided further, that no Investor shall take any action that would result in a change of more than two (2) of such remaining directors in any twelve (12) month period and the initial change of any of the Companyremaining directors shall require consent of Castlerigg; the remaining directors shall initially be (i) W. P▇▇▇▇▇▇ ▇▇▇▇▇▇, each of whom shall be independent under applicable Nasdaq (ii) Cem Hacioglu, (iii) C▇▇▇▇ ▇▇▇▇▇, (iv) J▇▇▇ ▇▇▇▇ and SEC rules, shall be elected by the holders of Voting Securities, voting together as a single class on an as-converted to Common Stock basis (the “Remaining Directors”)v) K▇▇▇▇ ▇▇▇▇▇▇▇. (c) Any Series B Preferred Director elected pursuant Each nomination or any proposal to Section 2 remove from the Board any director shall be made by delivering to the Corporation a notice signed by the party or parties entitled to such nomination or proposal. As promptly as practicable, but in any event within ten (10) days, after delivery of such notice, the Certificate of Designation Corporation shall take or cause to be taken such corporate actions as may be removed at any time, with reasonably required to cause the election or without cause by, and only by, the affirmative vote, given at removal proposed in such notice. Such corporate actions may include calling a meeting or by soliciting a written consent, consent of the holder(s) who designated Board, or nominated such director. The Remaining Directors may be removed at any time, with or without cause by the affirmative vote, given at calling a meeting or by soliciting a written consent, consent of the holders of the Voting Securities, voting together as a single class on an as-converted to Common Stock basisInvestors. (d) The Series B Preferred Directors shall be entitled to reimbursement from the Company for all costs and expenses in attending any meetings of the Board or any committee thereof, as provided in the Certificate of Designation. The Company shall notify the Series B Preferred Directors of all regular and 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 members of the Board concurrently as such materials are provided to the other members.

Board Representation. i. Until such time as Holder and its Affiliates do not hold, directly or indirectly, at least 10% of the outstanding shares of Common Stock of the Company 4925-0788-6681 v.5 (athe “Requisite Shares”), Holder shall be entitled to, at each annual or special meeting of the Company’s shareholders during such period, nominate one (1) Until director (such Person, the occurrence “Holder Designee”) to serve on the Board of an Investor Rights Termination EventDirectors; provided, however, that such nomination is subject to such Holder Designee’s satisfaction of all applicable requirements regarding service as a director of the Company under applicable Law or stock exchange rules regarding service as a director and such other criteria and qualifications for service as a director applicable to all directors of the Company and in effect from time to time. In the event that a Holder Designee is nominated, the Company shall (i) there shall be five (5) directors include such Holder Designee in its slate of nominees for election to the Board of Directors at each annual or special meeting of the Company’s shareholders, except as otherwise agreed to by Phoenix and the Required Holders or as provided in the Certificate of Designation; and (ii) Phoenix recommend that the Company’s shareholders vote in favor of the election of the Holder Designee and (iii) support the Holder 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 Holder Designee is eligible to be entitled appointed or nominated, there are sufficient vacancies on the Board of Directors to nominate two (2permit such designation. Notwithstanding the foregoing, the rights of Holder under this Section 5(c)(i) individual directors or director nominees to serve as directors and the Required Holders shall be entitled to nominate one (1) individual director shall terminate immediately at such time as Holder and its Affiliates ceases to own, directly or director nomineeindirectly, who at least the Requisite Shares. ii. ▇▇▇▇▇▇ acknowledges and agrees that the Holder Designee shall initially be independent under applicable Nasdaq ▇▇. ▇▇▇▇▇ ▇. Bovenzi, and SEC rules, until such time as ▇▇. ▇▇▇▇▇▇▇ ceases to serve as a directoron the Board of Directors of the Company, as provided in ▇▇. ▇▇▇▇▇▇▇ shall continue to constitute the Certificate Holder Designee for purposes of Designation (collectively, the “Series B Preferred Directors”this Section 5(b). (b) Until iii. If any Holder Designee ceases to serve on the occurrence Board of an Investor Rights Termination EventDirectors for any reason during his or her term, at each the vacancy created thereby shall be filled, and the Company Stockholders’ Meetingshall cause the Board of Directors to fill such vacancy, or upon with a new Holder Designee eligible to serve on the taking Board of a written consent of stockholders for such purpose: (a) the holders of the Series B Preferred Stock shall have the rightDirectors in accordance with Section 5(c)(i); provided, voting separately as a class (however, notwithstanding anything to the exclusion contrary in this Agreement, in the event that Holder’s rights under this Section 5(c) are terminated, any Holder Designee serving on the Board of all other classes Directors shall immediately tender his or series of her resignation; provided further that (i) such requirement may be waived in advance by the Company’s capital stock)Compensation, to elect the Series B Preferred Directors, as provided in the Certificate of Designation, Nominating & Governance Committee and (bii) such resignation shall be subject to the remaining two acceptance by the Board of Directors. iv. For the avoidance of doubt, a Holder Designee shall be entitled (2i) to the same retainer, equity compensation and other fees or compensation, including travel and expense reimbursement, paid to the non-executive directors of the Company for his or her service as a director and (ii) to the same indemnification rights as other non-executive directors of the Company, each and the Company shall maintain, in full force and effect, directors’ and officers’ liability insurance in reasonable amounts to the same extent it now indemnifies and provides insurance for the non-executive directors on the Board of whom Directors. A Holder Designee shall be independent under applicable Nasdaq and SEC rules, bound by the same confidentiality restrictions as the other non-executive directors. Any director minimum ownership requirements shall be elected deemed satisfied in respect of the Holder Designee by the holders Common Stock held by Holder or one or more of Voting Securities, voting together its Affiliates. The Company acknowledges and agrees that it is the indemnitor of first resort (for the Holder Designee in connection with matters arising from Holder Designee’s service as a single class on an as-converted to Common Stock basis (the “Remaining Directors”). (c) Any Series B Preferred Director elected pursuant to Section 2 director of the Certificate Company). For the avoidance of Designation may be removed at any time, with or without cause by, and only bydoubt, the affirmative vote, given at a meeting or by written consent, of the holder(s) who designated or nominated such director. The Remaining Directors may be removed at any time, with or without cause by the affirmative vote, given at a meeting or by written consent, of the holders of the Voting Securities, voting together as a single class on an as-converted to Common Stock basis. (d) The Series B Preferred Directors Holder Designee shall be entitled to reimbursement from the Company for all costs customary access and expenses in attending any meetings of the Board or any committee thereof, as provided information rights in the Certificate of Designation. The Company shall notify same manner as received by the Series B Preferred Directors of all regular and special meetings of the Board and any committee of other directors on the Board of which Directors. 4925-0788-6681 v.5 v. For the avoidance of doubt, the rights of ▇▇▇▇▇▇ provided for in this Section 5(c) shall not be transferrable to 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 Person other members of the Board concurrently as such materials are provided to the other membersthan Holder’s Affiliates.

Board Representation. (a) Until Immediately following Closing and during the occurrence Earn-Out Period only, the Seller shall have the right to appoint, and Sphere 3D shall cause such appointment upon the exercise of an Investor Rights Termination Eventsuch right, (i) there shall be five (5) one nominee to the board of directors of the CompanyPurchaser, except as which board shall consist of three directors, unless otherwise agreed by the parties. Subject to by Phoenix all necessary TSXV and regulatory approvals, to the Required Holders or as provided in the Certificate of Designation; and (ii) Phoenix extent applicable, such initial nominee shall be entitled to nominate two (2) individual directors or director nominees to serve as directors and the Required Holders shall be entitled to nominate one (1) individual director or director nominee, who shall be independent under applicable Nasdaq and SEC rules, ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ until such time that ▇▇. ▇▇▇▇▇▇▇▇▇ becomes ineligible to serve as a directordirector of the Purchaser pursuant to applicable laws, as provided in at which time his successor shall be appointed by Seller (which appointment must be mutually agreed to by parties, acting reasonably). Following the Certificate of Designation (collectivelyEarn-Out Period, the “Series B Preferred Directors”)Purchaser shall consider, but shall not be obligated, to include ▇▇. ▇▇▇▇▇▇▇▇▇ as a director of the Purchaser to the extent that it reasonably determines that ▇▇. ▇▇▇▇▇▇▇▇▇ would be a valuable contributing member of the board. (b) Until Immediately following Closing, subject to consent by ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ and all necessary TSXV and regulatory approvals, Purchaser and Sphere 3D shall consider, but shall not be obligated, to include ▇▇. ▇▇▇▇▇▇▇▇▇ to 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 nomination of the Series B Preferred Stock full slate of directors of Sphere 3D in accordance with Sphere 3D’s constituent and other governing documents, to the extent it reasonably determines that ▇▇. ▇▇▇▇▇▇▇▇▇ would be a valuable contributing member of the board. The Seller shall have the right, voting separately as a class (no right to request any substitute nominee to the exclusion board of all other classes or series of the Company’s capital stock), to elect the Series B Preferred Directors, as provided in the Certificate of Designation, 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 holders of Voting Securities, voting together as a single class on an as-converted Sphere 3D if ▇▇. ▇▇▇▇▇▇▇▇▇ is unwilling or unable to Common Stock basis (the “Remaining Directors”)serve in such capacity. (c) Any Series B Preferred Director elected pursuant to The rights of Seller and obligations of Purchaser and Sphere 3D under clause (b) of this Section 2 8.11 shall cease on the earliest of: (i) the voluntary termination of ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ as an employee of the Certificate Purchaser or Sphere 3D; (ii) the termination by “Cause” of Designation ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ by the Purchaser of Sphere 3D, as the case may be removed at any timebe, with or without cause by, and only by, the affirmative vote, given at a meeting or by written consent, as an employee of the holder(sPurchaser of Sphere 3D; (iii) who designated or nominated such director. The Remaining Directors may be removed at any time, with or without cause by the affirmative vote, given at a meeting or by written consent, expiration of the holders of the Voting Securities, voting together Earn-Out Period; or (iv) as a single class on an as-converted to Common Stock basisotherwise set forth in this Agreement. (d) The Series B Preferred Directors shall be entitled to reimbursement from the Company for all costs and expenses in attending any meetings of the Board or any committee thereof, as provided in the Certificate of Designation. The Company shall notify the Series B Preferred Directors of all regular and 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 members of the Board concurrently as such materials are provided to the other members.

Board Representation. (a) Until Subject to Section 2.1(g), the occurrence of an Investor Rights Termination Event, Board shall include: (i) there shall be five (5) directors of the Company, except as otherwise agreed to 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 as directors and the 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 designee of the Certificate of Designation Berkshire Fund Group (collectivelysuch person, the “Series B Preferred DirectorsBerkshire Fund Designee”), which Berkshire Fund Designee shall not be a director or officer of a Company Competitor; and (ii) one (1) designee of the WB Fund Group (such person, the “WB Fund Designee” and, together with the Berkshire Fund Designee, the “Fund Designees”), which WB Fund Designee shall not be a director or officer of a Company Competitor. (b) Until the occurrence of an Investor Rights Termination Event, at each The 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 (agrees to the exclusion of all other classes or series of the Company’s capital stock), to elect the Series B Preferred Directors, as provided include in the Certificate slate of Designation, 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 nominees recommended by the holders of Voting SecuritiesBoard, voting together the Fund Designees as a single class on an as-converted to Common Stock basis (the “Remaining Directors”)required hereby. (c) Any Series B Preferred Director elected pursuant to Section 2 of In the Certificate of Designation may be removed event that a vacancy is created at any timetime 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), the remaining Directors and the Company shall cause bythe vacancy created thereby to be filled as soon as possible by a new designee of the Stockholder that has the right to designate such Director, who is designated in the manner specified in this Section 2.1, and only bythe Company hereby agrees to take, the affirmative vote, given at a meeting or by written consent, of the holder(s) who designated or nominated such director. The Remaining Directors may be removed at any time and from time to time, with or without cause by all actions necessary to accomplish the affirmative vote, given at a meeting or by written consent, of the holders of the Voting Securities, voting together as a single class on an as-converted to Common Stock basissame. (d) The Series B Preferred Directors shall be entitled Each of the Stockholders agrees to reimbursement from 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 all costs and reasonable out-of-pocket expenses in incurred by them for the purpose of attending any meetings of the Board or any committee thereof, as provided in the Certificate of Designation. The Company shall notify the Series B Preferred Directors of committees thereof and agrees that all regular and 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 members of the Board concurrently as such materials are provided 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), the Berkshire Fund Group or the 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 Board 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, and to make provisions such that any member of the Board may attend such meetings by remote means (e.g., by telephone or video conference). (j) The Company shall maintain a directors’ and officers’ liability insurance policy with such levels of coverage as are reasonably appropriate for a company in the Company Business of the size of the Company. (k) The Fund Designees shall, at the time of designation, be subject to the reasonable approval of the Company based upon the Fund Designees’ financial, operational and industry knowledge. The Company acknowledges that, in the case of the Berkshire Fund Group, 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▇▇▇▇▇ ▇▇▇▇▇▇▇ is approved to serve as the WB Fund Group’s Fund Designee. (l) To the extent the Board increases in size beyond nine (9), the number of Directors designated by each of the Berkshire Fund Group and the WB Fund Group shall be adjusted to ensure proportional representation (based on the same ratio calculated with respect to the nine (9) Directors, assuming seven (7) designees other membersthan those of the Berkshire 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 number of Berkshire Fund Designee(s) and the WB Fund Designee(s) shall be rounded down to the nearest whole number, but subject to Section 2.1(g), to not fewer than one designee.

Board Representation. (a) Until Subject to Section 2.5, the occurrence senior member of an Investor Rights Termination Eventthe Equity Purchaser shall be entitled to designate one person for election to, and the shareholder of the Trust Preferred Purchaser shall be entitled to designate one person to attend as a non-voting observer at all meetings of (and to receive all materials and information that voting Directors receive) (the "KKR OBSERVER"), (i) there shall be five (5) directors of the CompanyCompany Board, except as otherwise agreed to by Phoenix and the Required Holders or as provided in the Certificate of Designation; and (ii) Phoenix shall be entitled the DP&L Board and (iii) the board of directors of any separate entity or entities formed to nominate two hold DP&L's electricity generation, transmission and/or distribution businesses or any material portion thereof (2other than a wholly owned Subsidiary of the Company or DP&L or any of their respective wholly owned Subsidiaries) individual directors or director nominees to serve as directors and the 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 “Series B "APPLICABLE BOARDS"), and the Company agrees, to the extent permitted by Law to take such action as may be required under applicable Law (A) so that, effective as of the Closing, the Company Board and the DP&L Board shall each consist of eleven members and shall include the KKR Representative, (B) to include in any slate of nominees recommended by the Applicable Boards for election by the shareholders the KKR Representative, (C) to take such action as may be required under applicable Law to cause the initial KKR Representative to be designated to be a member of the class of the Directors on each Applicable Board which is a classified board having the longest remaining term (which in the case of the Company Board shall be the term extending until the 2003 annual meeting of shareholders), (D) to use its reasonable best efforts to cause the election of the KKR Representative to the Applicable Boards, including nominating such individual, or causing its Subsidiaries to nominate such individual, as appropriate, to be elected as a Director of the Applicable Boards and (E) not to take any action that would cause the number of Directors constituting any Applicable Board to be less than eleven at any one time; PROVIDED that any KKR Representative or KKR Observer (other than those initially designated hereunder) must be reasonably satisfactory to the Company at the time of their designation hereunder; and, PROVIDED, FURTHER, that any Person who shall have served as the KKR Observer shall be automatically deemed satisfactory to the Company for designation as the KKR Representative. The KKR Observer may be changed at any time by the shareholder of the Trust Preferred Directors”)Purchaser. The initial KKR Representative shall be one of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ or ▇▇▇▇▇ ▇. ▇▇▇▇▇▇, and the initial KKR Observer shall be the other. (b) Until In the occurrence event that a vacancy is created on any Applicable Board at any time by the death, disability, retirement, resignation or removal (with or without cause) of an Investor Rights Termination Eventany KKR Representative, the Company shall use its reasonable best efforts to cause the remaining Directors on such Applicable Board to fill the vacancy created thereby to be filled by a new designee of the senior member of the Equity Purchaser as soon as possible, who is designated in the manner specified in this Section 2.1, and the Company hereby agrees to take, or cause to be taken, at each Company Stockholders’ Meetingany time and from time to time, or upon all actions necessary to accomplish the taking of a written consent of stockholders for such purpose: (a) same. Neither the holders of the Series B Preferred Stock shall have the rightCompany, voting separately as a class (to the exclusion of all other classes or series DP&L nor any of the Company’s capital stock), 's other Subsidiaries or Affiliates shall take any action to elect cause the Series B Preferred Directors, as provided in the Certificate removal of Designation, 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 holders of Voting Securities, voting together as a single class on an as-converted to Common Stock basis (the “Remaining Directors”)any KKR Representative without cause. (c) Any Series B Preferred Director elected pursuant to Section 2 of the Certificate of Designation may be removed at any time, with or without cause by, and only by, the affirmative vote, given at a meeting or by written consent, of the holder(s) who designated or nominated such director. The Remaining Directors may be removed at any time, with or without cause by the affirmative vote, given at a meeting or by written consent, of the holders of the Voting Securities, voting together as a single class on an as-converted to Common Stock basis. (d) The Series B Preferred Directors shall be entitled to reimbursement from the Company for all costs and expenses in attending any meetings of the Board or any committee thereof, as provided in the Certificate of Designation. The Company shall notify the Series B Preferred Directors of all regular and 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 members of the Board concurrently as such materials are provided to the other members.

Board Representation. (a) Until the occurrence of an Investor Rights Termination Event, (i) there The Company shall be five use its reasonable best efforts to include the Fine Representative (5as defined below) directors in any proxy statement of the Company, except as otherwise agreed to by Phoenix and Company soliciting proxies for the Required Holders or as provided in the Certificate election of Designation; and directors. (ii) Phoenix The Company shall use its reasonable best efforts to include the ▇▇▇▇▇▇ Representative (as defined below, and together with the Fine Representative, each a “Board Representative”) in any proxy statement of the Company soliciting proxies for the election of directors. (iii) The Board shall not be required to appoint to the Board any person, or to nominate any person in the Company’s proxy statement, about whom any disclosure would be required by the Company in its filings with the SEC pursuant to Item 401(f)(2)-(8) of Regulation S-K. (iv) A Board Representative shall be removed from the Board of Directors only by written request of ▇. ▇▇▇▇▇ Fine (in the case of the Fine Representative) or ▇▇▇▇▇▇ ▇▇▇▇▇▇ (in the case of the ▇▇▇▇▇▇ Representative), unless such removal is for cause, provided that upon any resignation, removal, death or disability of a Board Representative, ▇. ▇▇▇▇▇ Fine (in the case of the Fine Representative) or ▇▇▇▇▇▇ ▇▇▇▇▇▇ (in the case of the ▇▇▇▇▇▇ Representative) shall be entitled to nominate two (2) individual directors designate a replacement Board Representative reasonably acceptable to the majority of the members of the Board remaining in office. In the event that a Board Representative is removed in accordance with the preceding sentence or director nominees to serve as directors and the Required Holders shall be entitled to nominate one (1) individual director or director nominee, who shall be independent under applicable Nasdaq and SEC rules, for any reason ceases to serve as a directormember of the Board during his or her term of office, the resulting vacancy on the Board of Directors shall be filled by ▇. ▇▇▇▇▇ Fine (in the case of the Fine Representative) or ▇▇▇▇▇▇ ▇▇▇▇▇▇ (in the case of the ▇▇▇▇▇▇ Representative), as provided in the Certificate of Designation (collectively, the “Series B Preferred Directors”)case may be. (bv) Until The Company’s obligations under this Section 5(d) shall terminate automatically, and the occurrence of an Investor Rights Termination EventCompany shall have no further obligation to appoint, at each Company Stockholders’ Meetingmaintain the appointment of, designate or upon include in any proxy statement any Board Representative following the taking of a written consent of stockholders for such purpose: (a) the holders seven-year anniversary of the Series B Preferred Stock shall have the right, voting separately as a class (to the exclusion date of all other classes or series of the Company’s capital stock), to elect the Series B Preferred Directors, as provided in the Certificate of Designation, 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 holders of Voting Securities, voting together as a single class on an as-converted to Common Stock basis (the “Remaining Directors”)this Agreement. (c) Any Series B Preferred Director elected pursuant to Section 2 of the Certificate of Designation may be removed at any time, with or without cause by, and only by, the affirmative vote, given at a meeting or by written consent, of the holder(s) who designated or nominated such director. The Remaining Directors may be removed at any time, with or without cause by the affirmative vote, given at a meeting or by written consent, of the holders of the Voting Securities, voting together as a single class on an as-converted to Common Stock basis. (d) The Series B Preferred Directors shall be entitled to reimbursement from the Company for all costs and expenses in attending any meetings of the Board or any committee thereof, as provided in the Certificate of Designation. The Company shall notify the Series B Preferred Directors of all regular and 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 members of the Board concurrently as such materials are provided to the other members.

Board Representation. (a) Until The Stockholders shall have the occurrence of an Investor Rights Termination Eventright, but not the obligation, to nominate: (i) there shall be five (5) directors two individuals for election to the Board so long as the Stockholders or their Affiliates collectively beneficially own Common Stock representing at least 60% of the Company, except as otherwise agreed to by Phoenix and the Required Holders or as provided in the Certificate of Designation; their Post-IPO Shares and (ii) Phoenix shall be entitled one individual for election to nominate two the Board so long as the Stockholders or their Affiliates collectively beneficially own Common Stock representing at least 20% (2but less than 60%) individual directors or director nominees to serve as directors and the 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 “Series B Preferred Directors”)their Post-IPO Shares. (b) Until If at any time the occurrence of an Investor Rights Termination EventStockholders have nominated fewer designees than they are entitled to nominate under Section 2.1(a), 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 Stockholders shall have the right, voting separately as a class (but not the obligation, at any time, to designate such additional designees to which they are entitled for election or appointment to the exclusion of all other classes or series of the Company’s capital stock), to elect the Series B Preferred Directors, as provided in the Certificate of Designation, 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 holders of Voting Securities, voting together as a single class on an as-converted to Common Stock basis (the “Remaining Directors”)Board. (c) Any Series B Preferred Director elected pursuant to Section 2 of In the Certificate of Designation may be removed event that a vacancy is created at any timetime by the death, with retirement, resignation or without cause by, and only bydisqualification of any Oaktree Designee (as defined below) during his or her term, the affirmative vote, given at a meeting or by written consent, of the holder(s) who designated or nominated such director. The Remaining Directors may be removed at any time, with or without cause by the affirmative vote, given at a meeting or by written consent, of the holders of the Voting Securities, voting together as a single class resulting vacancy on an as-converted to Common Stock basis. (d) The Series B Preferred Directors shall be entitled to reimbursement from the Company for all costs and expenses in attending any meetings of the Board or any committee thereof, as provided in the Certificate of Designation. The Company shall notify the Series B Preferred Directors of all regular and special meetings of the Board and any committee of the Board shall be filled by an individual designated by the Stockholders. Each individual nominated or designated by the Stockholders pursuant to Sections 2.1(a), (b) or (c) shall be referred to herein as an “Oaktree Designee.” (d) The Company agrees, to the fullest extent permitted by applicable law (including with respect to any fiduciary duties under Delaware law), to (i) include in the slate of which nominees recommended by the Company and/or the Board (or any committee thereof) for election to the Board at any meeting of stockholders called for the purpose of electing Directors the Oaktree Designees and (ii) to recommend to the stockholders of the Series B Preferred Directors is Company each such individual to be elected as a memberDirector and to solicit proxies or consents in favor thereof at least to the same extent as proxies or consents are solicited in favor of any other nominee recommended by the Company and/or the Board (or any committee thereof). The Company shall provide is entitled to identify each such individual as an Oaktree Designee pursuant to this Agreement. Without limiting the Series B Preferred Directors foregoing, the Company shall, to the fullest extent permitted by applicable law (including with copies respect to any fiduciary duties under Delaware law), as promptly as practicable, take all necessary and appropriate actions to cause the election, removal and replacement of all noticesthe Oaktree Designees pursuant to this Section 2.1 (including, minuteswithout limitation, consents and other materials provided to all other members increasing the size of the Board concurrently as such materials are provided or any committee of the Board to the other membersextent necessary to give effect to Section 2.1(b)).

Board Representation. (a) Until The Corporation and the occurrence of an Investor Rights Termination Event, Stockholders shall take such corporate actions as may be required to ensure that (i) there shall be the number of directors constituting the Board is at all times five (5) directors of the Company), except as otherwise agreed to by Phoenix and the Required Holders or as provided in the Certificate of Designation; and (ii) Phoenix shall be entitled the presence of three directors (including at least one director nominated under Section 2.1(b)(i) hereof) is required to nominate two (2) individual directors or director nominees to serve as directors and constitute a quorum of the 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 “Series B Preferred Directors”)Board. (b) Until the occurrence of an Investor Rights Termination EventSubject to Section 2.1(c) below: (i) Insight Venture Partners IV, at L.P. and Insight Venture Partners (Cayman) IV, L.P. shall each Company Stockholders’ Meeting, or upon the taking of a written consent of stockholders for such purposebe entitled: (aA) to nominate one individual to the Board to serve as directors (collectively, the "Insight Directors") until their respective successors are elected and qualified, (B) to nominate each successor to the Insight Directors and (C) to direct the removal from the Board of any director nominated under the foregoing clauses (A) or (B); (ii) the holders of the a majority of Series A Preferred Stock and Series B Preferred Stock shall have the right, voting separately as a class (to the exclusion of all other classes or series of the Company’s capital stock), to elect the Series B Preferred Directors, as provided in the Certificate of Designation, 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 holders of Voting SecuritiesStock, voting together as a single class and on an as-as converted to Common Stock basis basis, shall be entitled: (A) to nominate one individual to the Board to serve as a director (the “Remaining "Series A/B Director") until his or her successor is elected and qualified, (B) to nominate each successor to the Series A/B Director and (C) to direct the removal from the Board of any director nominated under the foregoing clauses (A) or (B); (iii) the holder(s) of a majority of all shares of Common Stock shall be entitled: (A) to nominate two individual(s) to the Board to serve as directors (the "Common Stockholder Directors”") until his or her successors are elected and qualified, (B) to nominate each successor to the Common Stockholder Directors, and (C) to direct the removal from the Board of any director nominated under the foregoing clauses (A) or (B); and (iv) one authorized representative of Montagu Newhall shall be entitled to attend each meeting of the Board of Directors as an observer and shall be given timely notice of the Board of Directors meeting in the same manner and at the same time that the directors of the Company are given notice of such meeting; providedthat the Board of Directors, acting in the best interest of the Company or upon the advice of corporate legal counsel, may, in its sole discretion, exclude any such observer from any meeting or portion thereof (including, without limitation, in order to protect confidential information not known by the observer or to protect the attorney-client privilege). Each such observer shall receive the same written information (including, without limitation reports, financial statements and notices, but excluding any written information that may breach or waive a privilege) as is provided to the directors in connection with such meeting; provided further that each such observer shall enter into a confidentiality and non disclosure agreement acceptable to the Company if not already subject to such agreement. (c) Any Series B Preferred Director elected pursuant Each nomination or any proposal to Section 2 remove from the Board any director shall be made by delivering to the Corporation a notice signed by the party or parties entitled to such nomination or proposal. As promptly as practicable, but in any event within ten (10) days, after delivery of such notice, the Certificate of Designation Corporation shall take or cause to be taken such corporate actions as may be removed at any time, with reasonably required to cause the election or without cause by, and only by, the affirmative vote, given at removal proposed in such notice. Such corporate actions may include calling a meeting or by soliciting a written consent, consent of the holder(s) who designated Board, or nominated such director. The Remaining Directors may be removed at any time, with or without cause by the affirmative vote, given at calling a meeting or by soliciting a written consent, consent of the holders of the Voting Securities, voting together as a single class on an as-converted to Common Stock basisStockholders. (d) The Series B Preferred Directors Corporation shall be entitled to reimbursement from execute and deliver a Director Indemnification Agreement, substantially in the Company for all costs form of that executed and expenses delivered in attending any meetings favor of the Board or initial Insight Directors, in favor of any committee thereof, as provided in other Persons who shall become directors after the Certificate of Designation. The Company shall notify the Series B Preferred Directors of all regular and 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 members of the Board concurrently as such materials are provided to the other membersdate hereof.

Board Representation. (a) Until the occurrence of an Investor Rights Termination Event, principal and premium (if any) and interest on the FRI-MRD Notes have been paid in full: (i) there the Company shall be five (5) directors use its best efforts to cause the Board of Directors of the Company, except Company (the "Board of Directors") to limit its size to no more than five directors and to include the MacKay Designee (as otherwise agreed to by Phoenix and the Required Holders or defined below) as provided in the Certificate one of Designation; and its members; (ii) Phoenix the Company shall be entitled support the nomination of, and use its best efforts to nominate two cause the Board of Directors to include in the slate of nominees recommended to stockholders for election as directors, one person designated by MacKay (2the "MacKay Designee"); (iii) individual directors if any vacancy (whether by death, retirement, disqualification, removal from office or director nominees to serve as directors and the Required Holders shall be entitled to nominate one (1other cause) individual director or director nominee, who shall be independent under applicable Nasdaq and SEC rules, is created by a MacKay Designee ceasing to serve as a director, as provided the Board of Directors shall appoint a person designated by MacKay to fill such vacancy, and such person shall be the MacKay Designee for purposes of this Agreement; (iv) the Company shall not amend its Organizational Documents in a manner that adversely affects the Certificate rights of Designation MacKay hereunder; and (collectivelyv) the MacKay Designee shall be a member of the board of directors (or similar governing body) of any subsidiary of the Company at any time such subsidiary's board of directors is made up of persons other than management; provided, however, that, notwithstanding the foregoing, the “Series B Preferred Directors”)Company shall not be required to take any action which it reasonably believes is unlawful, and shall be allowed to take any action the omission of which it reasonably believes would be unlawful. (b) Until Notwithstanding the occurrence provisions of this Section 2, MacKay shall not be entitled to designate any person to the Board of Directors if: (i) such person is an Investor Rights Termination Event, at each Affiliate of MacKay; or (ii) the Company Stockholders’ Meeting, or upon the taking of receives a written consent opinion of stockholders for its outside counsel that such purpose: (a) the holders of the Series B Preferred Stock shall have the rightperson would not be qualified under any applicable law, voting separately rule or regulation to serve as a class (to the exclusion of all other classes or series director of the Company’s capital stock), to elect the Series B Preferred Directors, as provided . The Company shall notify MacKay in the Certificate of Designation, and (b) the remaining two (2) directors writing of the Company, each date on which proxy materials are expected to be mailed by the Company in connection with an election of whom directors (and such notice shall be independent under applicable Nasdaq and SEC rules, delivered to MacKay at least 30 days prior to such expected mailing date). The Company shall use its reasonable best efforts to notify MacKay of any objection to a MacKay Designee sufficiently in advance of the date on which such proxy materials are to be elected mailed by the holders Company in connection with such election of Voting Securities, voting together directors so as to enable MacKay to propose a single class on an as-converted to Common Stock basis (replacement MacKay Designee in accordance with the “Remaining Directors”)terms of this Agreement. (c) Any Series B Preferred Director elected If at any time prior to the termination of this Agreement the Board of Directors of the Company or, pursuant to Section 2 2(a)(v), any Subsidiary, as applicable, does not include a MacKay Designee, MacKay shall have the right to: (i) appoint a non-voting representative to attend meetings of such Board of Directors and (ii) receive copies of any materials to be distributed or discussed at such meetings at the Certificate same time as provided to members of Designation may be removed at any time, with or without cause by, and only by, the affirmative vote, given at a meeting or by written consent, such Board of the holder(s) who designated or nominated such director. The Remaining Directors may be removed at any time, with or without cause by the affirmative vote, given at a meeting or by written consent, of the holders of the Voting Securities, voting together as a single class on an as-converted to Common Stock basisDirectors. (d) The Series B Preferred Each MacKay Designee serving on the Board of Directors shall be entitled to reimbursement from the Company for all costs compensation and expenses in attending any meetings stock incentives granted to directors who are not employees of the Board or any committee thereofCompany, as provided well as the benefits of any directors' liability insurance policy, in each case, on the Certificate of Designation. The Company shall notify the Series B Preferred Directors of all regular and 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 members of the Board concurrently as such materials are same terms provided to the other memberssuch directors.

Board Representation. Subject to Section 2.6, for so long as this Section 2.1 remains in effect: (a) Until Effective as of the occurrence Exchange Closing and until the first annual meeting of an Investor Rights Termination Event, the Company thereafter (ithe “Appointment Period”) there the Board shall be five comprised of up to nine (59) directors Directors of whom a majority shall be appointees of the Company, except as otherwise agreed to Stockholders (acting jointly by Phoenix and a majority vote of the Required Holders or as provided in Original Shares held by the Certificate of Designation; and Stockholders) (ii) Phoenix shall be entitled to nominate two (2) individual directors or director nominees to serve as directors and the 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 (collectivelysuch persons, the “Series B Preferred DirectorsStockholder Appointees”). Prior to the Exchange Closing, the Stockholders (acting jointly by a majority vote of the Original Shares held by the Stockholders) shall provide written notice to the Company of those persons who will be the Stockholder Appointees. (b) Until Beginning on the occurrence date of an Investor Rights Termination Event, the first annual meeting of the Company following the Exchange Closing and at each Company Stockholders’ Meetingsubsequent annual or special meeting thereafter, or upon as applicable, the taking of Directors will be elected in accordance with the Charter and the Bylaws, and the Stockholders (acting jointly by a written consent of stockholders for such purpose: (a) the holders majority vote of the Series B Preferred Stock Original Shares held by the Stockholders) shall have the rightright to designate, voting separately as a class nominate and recommend no fewer than that number of director nominees (the “Stockholder Designees”) for election to the exclusion of all other classes Board at each annual or series of special meeting, as applicable, according to the Company’s capital stockfollowing formula: (i) if the Stockholder Percentage is greater than or equal to fifty percent (50%), the product (rounded down to elect the Series B Preferred Directors, as provided in nearest whole number) of fifty percent (50%) multiplied by the Certificate number of Designation, and (b) the remaining two (2) directors of Directors then authorized by the Company, each plus one director; or (ii) if the Stockholder Percentage is less than fifty percent (50%) but greater than or equal to twenty percent (20%), then the product (rounded up to the nearest whole number) of whom shall be independent under applicable Nasdaq and SEC rules, shall be elected forty percent (40%) multiplied by the holders number of Voting Securities, voting together as a single class on an as-converted to Common Stock basis (Directors then authorized by the “Remaining Directors”)Company. (c) Any Series B Preferred Director elected pursuant to Section 2 Except as otherwise provided in this Agreement or as required by applicable law, no other stockholder of the Certificate of Designation may Company shall be removed at any time, with entitled to appoint a Director to the Board or without cause by, and only by, designate a Person for election to the affirmative vote, given at a meeting or by written consent, of the holder(s) who designated or nominated such director. The Remaining Directors may be removed at any time, with or without cause by the affirmative vote, given at a meeting or by written consent, of the holders of the Voting Securities, voting together as a single class on an as-converted to Common Stock basisBoard. (d) Unless the Company has received the consent of the Required Directors to increase or decrease the number of Directors in accordance with Section 2.3, the Company shall take such action as may be required under applicable law to cause the Board to consist of no more than seven (7) Directors. (e) During the Appointment Period, the Company agrees to take all such action as required under applicable law to cause the Stockholder Appointees to become Directors of the Company; and following the Appointment Period, the Company agrees to nominate, recommend and include the Stockholder Designees in the slate of nominees that is included in the proxy statement (or consent solicitation or similar document) of the Company relating to the election of Directors by the holders of Common Stock and shall provide the highest level of support for the election of such Stockholder Designees as the Company provides to any other individual standing for election as a Director as part of the Company’s slate of Directors. (f) In the event that a vacancy of the Board is created at any time by the death, disability, retirement, resignation or removal (with or without cause) of any Stockholder Appointee or Stockholder Designee, the remaining Directors serving as Stockholder Appointees or Stockholder Designees, as applicable, shall have the right to fill the vacancy created thereby, and the Company hereby agrees to take, at any time and from time to time, all actions necessary to accomplish the same. (g) The Series B Preferred Directors Stockholders (acting jointly by a majority vote of the Original Shares held by the Stockholders) shall notify the Company in writing of each proposed Stockholder Designee a reasonable time in advance of any action taken or annual or special meeting held for the purpose of electing or appointing such Stockholder Designee, to fill a vacancy and 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, so that the Company can comply with applicable disclosure rules; provided, that, in the absence of such notice, the Stockholders shall be entitled deemed to reimbursement from have designated, nominated or recommended the same Directors as set forth in the most recent notice delivered to the Company pursuant to this Section 2.1. (h) The Company shall reimburse each Stockholder Appointee and Stockholder Designee for all costs and reasonable out-of-pocket expenses in incurred by them for the purpose of attending any meetings of the Board or any committee thereof, as provided committees thereof in the Certificate of Designation. The Company same manner that it reimburses other Directors and agrees that the Stockholder Appointees and Stockholders Designees (other than executive officer Stockholder Appointees and Stockholder Designees) shall notify be entitled to the Series B Preferred Directors of all regular and 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 same compensation as other members of the Board concurrently (other than executive officer-Directors) as may be approved from time to time. (i) The Company agrees to cause at least one meeting of the Board to be held each fiscal quarter, and to make provisions such materials that any member of the Board may attend such meetings by remote means (e.g., by telephone or video conference). (j) During the period that the Stockholder Appointees or Stockholder Designees are provided Directors, each such Director shall be entitled to the benefits under any director and officer insurance policy maintained by the Company to the same extent as any similarly situated Director. The Company agrees that in respect of each Stockholder Appointee and Stockholder Designee that is a Director, the Company shall duly authorize and enter into an indemnification agreement with such Director as shall be reasonably acceptable to the Director. (k) The rights of the Stockholders pursuant to this Section 2.1 are personal to the Stockholders and shall not be exercised by any Transferee other membersthan a Permitted Transferee. (l) Nothing in this Agreement shall be construed as in any way limiting the number of appointees or nominees the Stockholders may make.

Board Representation. (a) Until Beginning at the occurrence Effective Time and subject to the terms of an Investor Rights Termination Eventthis Agreement, the Stockholders and the Company shall take all Necessary Action to cause the Board to be comprised of, initially, six directors, and, by the Independence Deadline, seven directors (i) there shall provided, that the number of directors may be five (5) directors increased to satisfy the minimum requirements of applicable laws and the listing requirements of the Company, except as otherwise agreed to by Phoenix and New York Stock Exchange (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 as directors and the 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“NYSE”), as provided in the Certificate of Designation (collectivelyapplicable, the “Series B Preferred Directors”). (b) Until the occurrence of an Investor Rights Termination Event, at each Company Stockholders’ Meeting, or upon the taking of a written consent of stockholders reasonably accounting for such purpose: (a) the holders of the Series B Preferred Stock shall have the right, voting separately as a class (to the exclusion of all other classes or series of the Company’s capital stockIndependent Directors and required committee positions), to elect the Series B Preferred Directors, as provided in the Certificate of Designation, and (b) the remaining two (2) directors of the Company, each one of whom shall be independent under applicable Nasdaq and SEC rulesthe Chief Executive Officer, initially two of whom, and, by the Independence Deadline, three of whom shall be elected by Independent Directors designated pursuant to Section 2(a)(ii) below, and the holders remainder of Voting Securitieswhich shall be designated pursuant to Section 2(a)(i) below. The initial Board shall consist of the persons listed on Schedule A. For purposes of this Section 2, voting together the members of the ▇▇▇▇▇▇▇▇ Group shall be treated as a single class on an as-converted to Common Stock basis (the “Remaining Directors”)Stockholder” and their Stockholder Percentage shall be aggregated for purposes of Section 2(a)(i) below. (ci) Any Series B Preferred Director elected pursuant to Section 2 For so long as each of the Certificate of Designation may be removed at any timeStockholders holds the corresponding Stockholder Percentage set forth in the table below, with or without cause bythe Company shall, and only bythe Stockholders shall take all Necessary Action to, include in the affirmative vote, given slate of nominees recommended by the Board for election as directors at a each applicable annual or special meeting of shareholders at which directors are to be elected that aggregate number of Directors set forth opposite the range of its Stockholder Percentage: Range of Stockholder Percentages Number of Equal to or greater than Less than Designees 20 50 2 50 100 Majority (ii) The nomination of Independent Directors to include in the slate of nominees recommended by written consent, the Board for election as directors at each applicable annual or special meeting of stockholders at which directors are to be elected will be the responsibility of the holder(s) who designated or nominated such director. The Remaining Directors may be removed at any time, with or without cause by the affirmative vote, given at a meeting or by written consent, of the holders of the Voting Securities, voting together as a single class on an as-converted to Common Stock basisfull Board. (d) The Series B Preferred Directors shall be entitled to reimbursement from the Company for all costs and expenses in attending any meetings of the Board or any committee thereof, as provided in the Certificate of Designation. The Company shall notify the Series B Preferred Directors of all regular and 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 members of the Board concurrently as such materials are provided to the other members.

Board Representation. 5.1 An Ordinary Majority may appoint up to three directors to the Company and may remove from office any person so appointed and (subject to such removal) may appoint another person in his place (each such director, an “Existing Investor Director”). Such appointments and removals shall be made by notice in writing to the Company signed by or on behalf of the relevant Ordinary Majority, following which such appointments and removals as applicable shall be promptly effected by the Board pursuant to Article 18.2.2 of the Articles and the holders of a majority of the Series A Preferred Shares shall be deemed to have consented in writing to such appointments for the purposes of that Article. The initial Existing Investor Directors deemed to have been appointed pursuant to this Clause 5.1 shall be ▇▇▇▇▇ ▇▇▇▇▇ as Chief Executive Officer, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ as Chairman and ▇▇▇ ▇▇▇▇▇. 5.2 The New Investors agree that the rights under Article 18.3 of the Articles to appoint up to three Investor Directors shall be exercised in accordance with this Clause 5.2: (a) Until for so long as NEA (or its Affiliates) holds not less than sixty-six percent (66%) of the occurrence original Series A Preferred Shares allotted to NEA pursuant to the Series A Preferred Share Purchase Agreement, NEA may appoint up to two Investor Directors to the Company and may remove from office any person so appointed and (subject to such removal) may appoint another person in his place in accordance with this Agreement and the Articles; (b) for so long as OrbiMed (or its Affiliates) holds not less than sixty-six percent (66%) of the original Series A Preferred Shares allotted to OrbiMed pursuant to the Series A Preferred Share Purchase Agreement, OrbiMed may appoint one Investor Director to the Company, and may remove from office any person so appointed and (subject to such removal) may appoint another person in his place in accordance with this Agreement and the Articles; (c) any such appointments and removals pursuant to Clauses 5.2(a) and (b) above shall be made by notice in writing served on the Company signed on behalf of the NEA or OrbiMed as the case may be and shall take effect at the time it is served, in accordance with Article 16.4 of the Articles; (d) the initial Investor Directors appointed by NEA pursuant to Clause 5.2(a) shall be ▇▇▇▇▇ ▇▇▇▇ and ▇▇▇ ▇▇▇▇▇▇▇▇▇; (e) the initial Investor Director appointed by OrbiMed pursuant to Clause 5.2(b) shall be ▇▇▇▇▇ ▇▇▇▇▇▇▇▇; and (f) in the event that NEA or OrbiMed’s ownership of Series A Preferred Shares falls below the foregoing sixty-six percent (66%) threshold, such applicable Investor shall lose the foregoing right to designate its foregoing Investor Directors, and a Preferred Majority will be entitled to appoint such Investor Directors previously appointed by NEA or OrbiMed, as may be applicable in accordance with this Agreement and the Articles. 5.3 The Board will also include an Investor Rights Termination Eventindependent non-executive director with relevant industry expertise who is acceptable to all members of the Board and who is appointed in accordance with Article 18.2 of the Articles. Any such independent nonexecutive director shall be required to remain independent at all times as they remain in office, and for the purpose of this Clause 5.3, “independent” will be considered having regard to the criteria set out in Section 5605(a)(2) of the NASDAQ listing standards, as amended from time to time. The initial Independent Director appointed pursuant to this Clause 5.3, shall be ▇▇▇▇▇▇▇ ▇▇▇▇▇. 5.4 For so long as Fidelity (including its Affiliates) holds not less than sixty-six percent (66%) of the original Series A Preferred Shares allotted to Fidelity pursuant to the Series A Preferred Share Purchase Agreement, Fidelity shall be entitled to appoint one representative to attend Board meetings as an unpaid observer (a “Fidelity Observer”), provided that such person shall not be entitled to vote at the meeting but shall (if permitted from time to time by the Chairman or a majority of the Board) be entitled to speak at the meeting. Any Fidelity Observer shall be entitled to receive notice of each meeting of the Board. Fidelity may also remove any Fidelity Observer and appoint another person in his place. Each such appointment and removal shall be made by notice in writing served on the Company and shall take effect at the time it is served. The initial Fidelity Observer appointed pursuant to this Clause 5.4 shall be ▇▇▇▇ ▇▇▇▇▇▇▇. 5.5 If at any time there is a vacancy in the number of directors able to be appointed pursuant to Clauses 5.1 or 5.2, an Ordinary Majority or a Preferred Majority, respectively, shall be entitled for so long as a vacancy in the number of directors able to be appointed pursuant to Clause 5.1 and 5.2, respectively, subsists to appoint one person in respect of each such vacancy to be an unpaid observer who shall have the right to attend and speak at all meetings of the Board and all committees thereof in a non-voting observer capacity (“Observer”). An Ordinary Majority or a Preferred Majority (as applicable) may also remove any person so appointed by an Ordinary Majority or a Preferred Majority, respectively, and appoint another person in his place. Each such appointment and removal shall be made by notice in writing served on the Company and shall take effect at the time it is served. 5.6 The appointment of any Observer or Fidelity Observer shall be subject to (i) there shall be five (5) directors of the Company, except Board receiving such undertakings and/or assurances as otherwise agreed to by Phoenix and the Required Holders or as provided in the Certificate of DesignationBoard may reasonably request; and (ii) Phoenix taking any actions reasonably necessary to exclude any Observer or Fidelity Observer in each case as necessary to maintain the confidentiality of confidential information and/or attorney client privilege relating to the Company by the relevant Observer or Fidelity Observer. 5.7 Any Observer or Fidelity Observer shall be entitled to nominate two (2) individual directors or director nominees receive copies of all notices, documents and papers forwarded to serve as directors Board members in preparation for meetings of the Board and all committees thereof at least seven days prior to the Required Holders shall be entitled meeting to nominate one (1) individual director or director nominee, which they refer and may share these papers with the party who shall be independent under applicable Nasdaq and SEC rules, appointed them. 5.8 Notwithstanding any of the foregoing to serve as a director, as provided in the Certificate of Designation (collectivelycontrary, the “Series B appointment of any additional directors to the Board, not being appointed for the purposes of Clauses 5.1, 5.2 or 5.3, shall require the prior approval in writing of a Preferred Directors”)Majority. (b) 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 exclusion of all other classes or series of the Company’s capital stock), to elect the Series B Preferred Directors, as provided in the Certificate of Designation, 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 holders of Voting Securities, voting together as a single class on an as-converted to Common Stock basis (the “Remaining Directors”). (c) Any Series B Preferred Director elected pursuant to Section 2 of the Certificate of Designation may be removed at any time, with or without cause by, and only by, the affirmative vote, given at a meeting or by written consent, of the holder(s) who designated or nominated such director. The Remaining Directors may be removed at any time, with or without cause by the affirmative vote, given at a meeting or by written consent, of the holders of the Voting Securities, voting together as a single class on an as-converted to Common Stock basis. (d) The Series B Preferred 5.9 Directors shall be entitled to reimbursement from the Company for all costs and have reimbursed to them any reasonable expenses in attending any meetings of the Board or any committee thereof, as provided incurred by them in the Certificate performance of Designation. their duties but shall not be entitled to any remuneration without the prior approval in writing of a Preferred Majority. 5.10 The Company undertakes to the Investors that it shall notify maintain insurance for its directors against liability incurred by them in the Series B Preferred Directors lawful performance of all regular and special meetings of the their duties. 5.11 The Board and any shall form a compensation committee of the Board which shall be responsible for making recommendations to the Board on all matters concerning the appointment and removal of which any directors, other than the Existing Investor Directors or Investor Directors, and the pay and benefits of employees (the Series B Preferred Directors is a member“Compensation Committee”). The Company Compensation Committee, which shall provide have a majority of nonexecutive directors, shall include such members as the Series B Preferred Directors with copies of all notices, minutes, consents Board determines including at least one Investor Director and other materials provided to all other members at least one Existing Investor Director. 5.12 The Board shall form an audit committee of the Board concurrently as such materials which shall be responsible for overseeing the annual audit of the Company (the “Audit Committee”). The Audit Committee shall be responsible for: (a) reviewing the financial statements of the Company and the consolidated financial statements of the Group before publication and ensuring that the principles and policies adopted comply with statutory requirements and with the best practices in accounting standards; (b) consulting with the external auditors regarding the scope of their work and reviewing with them all material issues arising from the auditors’ management letters; (c) overseeing the internal control and compliance environment within the Group and ensuring its procedures are provided adequate and effective; and (d) recommending to the other membersBoard the appointment and level of remuneration of the external auditors. The Audit Committee, which shall have a majority of non-executive directors, shall include such members as the Board determines including at least one Investor Director and at least one Existing Investor Director.

Board Representation. (a) Until The Company shall, within 30 days after the occurrence date hereof, promptly cause one vacancy to be created on its Board of an Investor Rights Termination Event, Directors (iby increasing the number of members of the Board of Directors or otherwise) there and at such time shall cause one person designated by the Purchaser and that is reasonably acceptable to the Company to be selected to fill such vacancy; provided that each of T. ▇▇▇▇▇▇▇ ▇▇▇▇ and ▇▇▇▇▇▇ ▇▇▇▇▇ shall be five (5) directors deemed to be acceptable to the Company. Such designee shall serve until the next succeeding annual meeting of stockholders of the Company to be held after such election. Notwithstanding the foregoing, at any time that the Purchaser does not continue to own at least 20% of the shares of Class A Common Stock issued or issuable upon conversion of the Preferred Stock (whether or not the Preferred Stock has been converted), such designee shall tender his or her resignation to the Company's Board of Directors at the next succeeding annual meeting of stockholders, except as otherwise agreed to by Phoenix and the Required Holders whether or as provided in the Certificate not such designee's term of Designation; and (ii) Phoenix shall be entitled to nominate two (2) individual directors or director nominees to serve as directors and the 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 “Series B Preferred Directors”)office expires at such meeting. (b) Until the occurrence of an Investor Rights Termination Event, at each Company Stockholders’ Meeting, or upon the taking of a written consent Commencing with such next succeeding annual meeting of stockholders for such purpose: of the Company referred to in subsection (a) the holders above and at each annual meeting of stockholders of the Series B Company thereafter, so long as the Purchaser holds 20% of the shares of Class A Common Stock issued or issuable upon conversion of the Preferred Shares (whether or not the Preferred Shares have been converted) the Purchaser shall be entitled to designate one director who shall be acceptable to the Company to the Company's Board of Directors; provided that each of T. ▇▇▇▇▇▇▇ ▇▇▇▇ and ▇▇▇▇▇▇ ▇▇▇▇▇ shall be deemed to be acceptable to the Company. The Company shall cause such designee of the Purchaser to be included in the slate of nominees recommended by the Board to the Company's stockholders for election as directors, and the Company shall use its reasonable best efforts to cause the election of such designee, including voting all shares for which the Company holds proxies (unless otherwise directed by the stockholder submitting such proxy) or is otherwise entitled to vote, in favor of the election of such person. Notwithstanding the foregoing, at any time that the Purchaser does not continue to own at least 20% of the shares of Class A Common Stock issued or issuable upon conversion of the Preferred Stock (whether or not the Preferred Stock has been converted), such designee shall have the right, voting separately as a class (tender his or her resignation to the exclusion Company's Board of all other classes Directors at the next succeeding annual meeting of stockholders, whether or series not such designee's term of the Company’s capital stock), to elect the Series B Preferred Directors, as provided in the Certificate of Designation, 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 holders of Voting Securities, voting together as a single class on an as-converted to Common Stock basis (the “Remaining Directors”)office expires at such meeting. (c) Any Series B Preferred Director elected pursuant to Section 2 In the event such designee of the Certificate Purchaser shall cease to serve as a director for any reason, other than by reason of Designation may be removed at any time, with the Purchaser not being entitled to designate a designee as provided in Section 1(a) or without cause by, and only by1(b), the affirmative vote, given at Company shall use its reasonable best efforts to cause the vacancy resulting thereby to be filled by a meeting or by written consent, designee of the holder(s) who designated or nominated such director. The Remaining Directors may Purchaser that is reasonably acceptable to the Company; provided that each of T. ▇▇▇▇▇▇▇ ▇▇▇▇ and ▇▇▇▇▇▇ ▇▇▇▇▇ shall be removed at any time, with or without cause by deemed to be acceptable to the affirmative vote, given at a meeting or by written consent, of the holders of the Voting Securities, voting together as a single class on an as-converted to Common Stock basisCompany. (d) The Series B Preferred Directors In addition to the rights granted pursuant to Section 1(a), (b) and (c) above, the Purchaser shall be entitled have the right to reimbursement from have a representative reasonably acceptable to the Company for attend all costs and expenses in attending any meetings portions of the Board or any committee thereof, as provided in the Certificate of Designation. The Company shall notify the Series B Preferred Directors of all regular and special meetings of the Board and any committee of Directors of the Company not reserved for members of the Board of which any Directors of the Series B Preferred Directors Company only except to the extent counsel to the Company advises that such attendance or receipt of information thereat could jeopardize matters of attorney-client privilege or otherwise not be in the Company's best interests as a whole. Such representative shall agree in writing at the time of his or her designation that he or she shall be bound by the same fiduciary duties (including those relating to confidentiality) as apply to members of the Board. Such right is a memberfurther conditioned upon the receipt of an agreement in writing pursuant to which such representative agrees to keep confidential all discussions held, and materials distributed, at the meeting of the Company's Board of Directors. The Company visitation rights set forth above shall provide include the Series B Preferred Directors with copies of all notices, minutes, consents right to receive the same notice and other materials provided to Board and committee members. For the avoidance of doubt, it is understood and agreed that each of T. ▇▇▇▇▇▇▇ ▇▇▇▇ and ▇▇▇▇▇▇ ▇▇▇▇▇ shall be deemed acceptable to the Company for purposes of this Section 1(d). (e) From and after the date hereof and so long as the Purchaser continues to hold at least 20% of the shares of Class A Common Stock issued or issuable upon conversion of the Preferred Stock (whether or not the Preferred Stock has been converted), at each annual or special stockholders meeting called for the election of directors, and whenever the stockholders of the Company act by written consent with respect to the election of directors, MBF agrees to vote or otherwise give such stockholder's consent in respect of all shares of the capital stock of the Company (whether now or hereafter acquired) owned (whether jointly or severally) or, to the extent permitted by law, controlled (including shares held by the Estate of ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ (until distributed in accordance with Section 2(f)), but excluding shares held by the Overlook Estate Foundation, Inc. or the ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Family Trust) by such stockholder, and take all other members appropriate action, in order to cause: (i) the election to the Board of Directors of the designee of the Purchaser pursuant to this Section 1; (ii) the removal from the Board of Directors (with or without cause) of any director elected in accordance with clause (i) above upon the written request of the Purchaser; and (iii) upon any vacancy in the Board as a result of any individual designated as provided in clause (i) above ceasing to be a member of the Board concurrently as such materials are provided of Directors, whether by resignation or otherwise, the election to the other membersBoard of Directors as promptly as possible of an individual designated by the Purchaser that is reasonably acceptable to the Company; provided that each of T. ▇▇▇▇▇▇▇ ▇▇▇▇ and ▇▇▇▇▇▇ ▇▇▇▇▇ shall be deemed to be acceptable to the Company. (f) No party hereto shall grant any proxy or enter into or agree to be bound by any voting trust with respect to shares of capital stock held by it, nor shall any party hereto enter into any stockholder agreement or arrangement of any kind with respect to shares of capital stock held by it, which conflicts or is inconsistent in any manner with the provisions of this Agreement.

Board Representation. (a) Until the occurrence of an Investor Rights Termination Event, (i) there shall be five (5) directors Until such time as the rights of the CompanyStockholder are terminated or reduced in accordance with Section 8(f), except as otherwise agreed to by Phoenix and (A) the Required Holders or as provided in the Certificate of Designation; and (ii) Phoenix 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 (B) at any time the 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) individual directors members of the Board (each such person so designated, a “Board Designee” and, in connection with (B), together such designated persons, the “Board Designees”); provided, however, that any Board Designee must also be subject to the approval of the Board’s nominating and corporate governance committee, such approval not to be unreasonably withheld; provided, further, that 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 vacancy by the Stockholder as provided in Section 8(e) to serve on the Board. (ii) Any Board Designee must, as evaluated and determined by the Board in its good faith discretion, (A) not be prohibited from serving as a director pursuant to any rule or regulation promulgated by the SEC or any national securities exchange on which the Voting Securities are listed; (B) not be, by any order, judgment, or decree, enjoined from or otherwise limited with respect to serving as a director of a public company; (C) not be an employee, officer or director nominees of a Competitor of the Company; and (D) be and remain in compliance with all of the same policies, procedures, codes, rules, standards and guidelines applicable to serve all of the other members of the Board, including the Company’s certificate of incorporation and by-laws, each as directors then in effect, corporate governance guidelines, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ policy (including pre-clearance policies and the Required Holders shall be entitled to nominate procedures), and policies on stock ownership, public disclosures and confidentiality. In addition, at least one (1) individual director Board Designee designated pursuant to Section 8(a)(i)(B) must (A) qualify as independent within the meaning of (I) NYSE Listed Company Manual Rule 303A.02 (or director nomineeas required by any other exchange on which shares of Common Stock may be listed) for the purposes of Board service, who shall be independent under applicable Nasdaq including service as an audit committee member on the Board’s audit committee and SEC rules, to serve service as a directorcompensation 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 between the Company and its directors and officers (for the purposes of which, as provided in the Certificate of Designation (collectively, the “Series B Preferred Directors”). (b) 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 independent” shall have the right, voting separately same meaning as a class “non-employee” director); and (to the exclusion of all other classes or series of IV) the Company’s capital stock), to elect the Series B Preferred Directors, as provided in the Certificate of Designation, corporate governance and independence policies and guidelines; and (bB) the remaining two (2) directors of the Companynot be an employee, each of whom shall officer or director of, or otherwise be independent under applicable Nasdaq and SEC rules, shall be elected by the holders of Voting Securities, voting together as a single class on an as-converted to Common Stock basis (the “Remaining Directors”). (c) Any Series B Preferred Director elected pursuant to Section 2 of the Certificate of Designation may be removed at any time, with or without cause by, and only byAffiliate of, the affirmative vote, given at a meeting or by written consent, of the holder(s) who designated or nominated such director. The Remaining Directors may be removed at any time, with or without cause by the affirmative vote, given at a meeting or by written consent, of the holders of the Voting Securities, voting together as a single class on an as-converted to Common Stock basisStockholder. (d) The Series B Preferred Directors shall be entitled to reimbursement from the Company for all costs and expenses in attending any meetings of the Board or any committee thereof, as provided in the Certificate of Designation. The Company shall notify the Series B Preferred Directors of all regular and 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 members of the Board concurrently as such materials are provided to the other members.

Board Representation. So long as (A) with respect to the GSMP Directors and a Non-Voting Observer appointed by GS Mezzanine, the GSMP Purchasers and their Affiliates own any Notes, Company Senior Notes and/or Holdings Note Shares and (B) with respect to a Non-Voting Observer appointed by Ares, Ares and its Affiliates owns any Notes, Company Senior Notes and/or any Holdings Note Shares: (a) Until the occurrence of an Investor Rights Termination EventThe Company shall cause, (i) there at the request of GS Mezzanine, the election or appointment of two persons, who may be a partner, managing director, officer or employee of ▇▇▇▇▇▇▇, ▇▇▇▇▇ & Co. or The ▇▇▇▇▇▇▇ Sachs Group, L.P., as directors of the Company (the “GSMP Directors”), (ii) at the request of Ares, the selection of one person, who may be a partner, managing director, officer or employee of Ares, as a non-voting observer (a “Non-Voting Observer”) to each of the Related Boards and (iii) at the request of GS Mezzanine, the selection of one person, who may be a partner, managing director, officer or employee of ▇▇▇▇▇▇▇, ▇▇▇▇▇ & Co. or The ▇▇▇▇▇▇▇ Sachs Group, L.P. and who may also serve as a GSMP Director on the Board, as a Non-Voting Observer to any Related Board or a Committee thereof on which no GSMP Director shall serve at the time of such selection; it being understood that (A) GS Mezzanine may from time to time change the designations of such GSMP Directors and a Non-Voting Observer appointed by it and (B) Ares may from time to time change the designations of a Non-Voting Observer appointed by it. The Company shall ensure that (i) no person serving as the GSMP Director may be removed as a Director other than for cause or by GS Mezzanine and (ii) any such person shall be five removed as a Director at the request of GS Mezzanine. In the event of a vacancy caused by the resignation or other cessation of service of any GSMP Director or Non-Voting Observer from any Related Board, upon nomination by GS Mezzanine, or Ares, as the case may be, the Company shall cause the appointment of a new GSMP Director or Non-Voting Observer nominated by GS Mezzanine or Ares, as the case may be, at least seven (57) days prior to the date of the next regular or special meeting of such Related Board. Any Non-Voting Observer shall be permitted to attend meetings of each of the Related Boards or each such other board or committee in person or telephonically, at the option of the Non-Voting Observer. The GSMP Directors, to the extent they meet all legal and securities exchange or NASDAQ requirements, as applicable, shall be members of such Committees of the Board, as they may request. The number of directors on each Related Board, shall not exceed seven. (b) Each Non-Voting Observer shall be entitled to be present at all meetings of each Related Board and each committee of each Related Board and such observer shall be notified of any meeting of any such board of directors or committee, including such meeting’s time and place, in the same manner as directors of the Company, except as otherwise agreed to by Phoenix and the Required Holders DFG or as provided in the Certificate any of Designation; and (ii) Phoenix shall be entitled to nominate two (2) individual directors or director nominees to serve as directors and the 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 directortheir respective Subsidiaries, as provided in the Certificate of Designation (collectivelyapplicable, the “Series B Preferred Directors”). (b) 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 and shall have the right, voting separately as a class same access to information (to the exclusion including any copies of all other classes materials distributed to members of the Related Boards or series committees thereof) concerning the business and operations of the Company’s capital stock), to elect the Series B Preferred DirectorsDFG or such Subsidiary, as provided in the Certificate of Designationapplicable, and (b) at the remaining two (2) same time as directors of the Company, each of whom DFG or such Subsidiaries, as applicable, and shall be independent under applicable Nasdaq entitled to participate in discussions and SEC rulesconsult with, and make proposals and furnish advice to, such board of directors or committee without voting; provided, however, that the Company, DFG and any of their respective Subsidiaries, shall not be elected under any obligation to take any action with respect to any proposals made or advice furnished to it by any Non-Voting Observer, other than to take such proposals or advice seriously and to give due consideration thereto. Each Non-Voting Observer shall have a duty of confidentiality to the holders Company, DFG or their respective Subsidiaries, as applicable, comparable to the duty of Voting Securitiesconfidentiality of a director of the Company, voting together as a single class on an as-converted to Common Stock basis (the “Remaining Directors”)DFG or such Subsidiary. (c) Any Series B Preferred Director elected pursuant At all times after an IPO, the Company shall cause to Section 2 be maintained directors’ and officers’ liability insurance covering all directors (including the GSMP Directors) and officers of the Certificate Company and covering each Non-Voting Observer (regardless of Designation may whether such insurance shall be removed at any time, with obtained prior to an IPO or without cause by, and only byafter an IPO) (i) to the same extent as that maintained for all other Directors, the affirmative vote, given at a meeting directors of DFG or by written consent, the directors of any Subsidiary of the holder(sCompany or DFG, as applicable and (ii) who designated on terms no less favorable than the coverage provided for in such Company’s, DFG’s or nominated such director. The Remaining Directors may be removed Subsidiaries’ directors’, officers’ and corporate liability insurance then so maintained, including coverage, in each case, in an amount of at any time, with or without cause by the affirmative vote, given at a meeting or by written consent, of the holders of the Voting Securities, voting together as a single class on an as-converted to Common Stock basisleast $10,000,000. (d) The Series B Preferred Company, DFG and any of their respective Subsidiaries, jointly and severally, shall indemnify and hold harmless, to the fullest extent permitted under the Applicable Law, the GSMP Directors and each Non-Voting Observer to the same extent as all other Directors, directors of DFG and any Subsidiary of the Company or DFG, as applicable, and on terms no less favorable than under the Company’s, DFG’s or any Subsidiary’s certificate of incorporation and by-laws (or the equivalent thereof) on the date hereof. The Company shall reimburse the GSMP Directors and each Non-Voting Observer for all their respective out-of-pocket expenses incurred in connection with the performance of their duties on each Related Board. (e) So long as the Purchasers shall be entitled to reimbursement from exercise their rights pursuant to this Section 7.8, the Company for all costs Company, DFG and expenses each of their respective Subsidiaries, each shall hold at least one meeting (each a “Quarterly Meeting”) of their respective Boards of Directors on a date during each fiscal quarter. Within a reasonable time after each Quarterly Meeting, the Company, DFG or respective Subsidiary, as applicable, shall cause minutes of such Quarterly Meeting to be delivered to the directors of such board of directors. (f) Each of the Company, DFG and their respective Subsidiaries will notify each GSMP Director and each Non-Voting Observer of each meeting of their respective boards of directors reasonably in attending advance of, and in any meetings event, at least ten (10) Business Days prior to, any such meeting, unless such meeting is convened to address an emergency matter requiring immediate attention of the Board or any committee thereofother Related Board, as the case may be, in which case the notice of such meeting may be given within the time period provided for such notices in the Certificate of Designation. The Company shall notify the Series B Preferred Directors of all regular and special meetings by-laws of the Board and any committee of the Board of which Company, DFG or any of the Series B Preferred Directors is a member. The Company shall provide the Series B Preferred Directors with copies of all noticestheir respective Subsidiaries, minutes, consents and other materials provided as applicable (but in no event less than 48 hours prior to all other members of the Board concurrently as such materials are provided to the other membersmeeting).

Board Representation. (a1) Until the occurrence date on which the Shareholders own, collectively, less than 23,958,000 Shares (the "Shareholder Designee Period"): --------------------------- (1) The Board of an Investor Rights Termination EventDirectors of the Company (the "Board of -------- Directors") shall consist of no more than seven directors. --------- (2) The Company shall support the nomination of, and use its best efforts to cause the Board of Directors to include in the slate of nominees recommended to shareholders for election as directors, no fewer than the Requisite Number of persons designated by the Shareholders (ithe "Shareholder ----------- Designees"). --------- (3) there If any vacancy (whether by death, retirement, disqualification, removal from office or other cause) is created by a Shareholder Designee ceasing to serve as a director (other than by reason of the Requisite Number being reduced from 4 to 2), the Board of Directors shall appoint a person designated by the Shareholders to fill such vacancy, and such person shall be five a Shareholder Designee for purposes of this Agreement. (54) directors of the Company, except as otherwise agreed to by Phoenix and the Required Holders or as provided in the Certificate of Designation; and (ii) Phoenix The Shareholders shall be entitled to nominate two have at least one Shareholder Designee serve on each committee of the Board of Directors other than any committee formed solely for the purpose of considering matters relating to the Shareholders (2) individual directors or director nominees to serve a "Non-Shareholder Committee"). So long as directors and the Required Holders Requisite Number is 4, the Shareholders shall be entitled to nominate one have Shareholder Designee's constitute a majority of the members of each committee of the Board of Directors other than a Non-Shareholder Committee. (12) individual director or director nomineeIf requested by any party, who the provisions of this Section shall be independent further effected pursuant to an amendment to the Company's Bylaws in a form reasonably acceptable to the parties to this Agreement, which provisions shall not be further amended during the Shareholder Designee Period. (3) Notwithstanding the provisions of this Section, the Shareholders shall not be entitled to designate any person to the Board of Directors (or any committee thereof) if the Company receives a written opinion of its outside counsel that such person would not be qualified under any applicable Nasdaq and SEC ruleslaw, rule or regulation to serve as a director, as provided director of the Company. The Company shall use its reasonable best efforts to notify the Shareholders of any objection to a Shareholder Designee sufficiently in advance of the Certificate date on which proxy materials are mailed by the Company in connection with such election of Designation (collectively, directors to enable the “Series B Preferred Directors”)Shareholders to propose a replacement Shareholder Designee in accordance with the terms of this Agreement. (b4) Until Each Shareholder Designee serving on the occurrence Board 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 exclusion of all other classes or series of the Company’s capital stock), to elect the Series B Preferred Directors, as provided in the Certificate of Designation, 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 holders of Voting Securities, voting together as a single class on an as-converted to Common Stock basis (the “Remaining Directors”). (c) Any Series B Preferred Director elected pursuant to Section 2 of the Certificate of Designation may be removed at any time, with or without cause by, and only by, the affirmative vote, given at a meeting or by written consent, of the holder(s) who designated or nominated such director. The Remaining Directors may be removed at any time, with or without cause by the affirmative vote, given at a meeting or by written consent, of the holders of the Voting Securities, voting together as a single class on an as-converted to Common Stock basis. (d) The Series B Preferred Directors shall be entitled to reimbursement from all compensation and stock incentives granted to directors who are not employees of the Company for all costs and expenses in attending any meetings on the same terms provided to such directors. (5) The provisions of this Section 2 shall terminate on the last day of the Board or any committee thereof, as provided in the Certificate of Designation. The Company shall notify the Series B Preferred Directors of all regular and 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 members of the Board concurrently as such materials are provided to the other membersShareholder Designee Period.

Board Representation. (a) Until the occurrence of an Investor Rights Termination Event, (i) there shall be five The Company agrees at its next regularly scheduled meeting (5which are scheduled on a quarterly basis) directors of the Company Board occurring after the Closing to elect V▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ (“Buyers’ Nominee”) as a director of the Company and that the Company’s Nominating and Corporate Governance Committee will propose the Buyers’ Nominee for election as a director with a term expiring at the 2008 Annual Meeting of Shareholders of the Company. The Buyers warrant that the Buyers’ Nominee meets each of the criteria set forth in Section 6(b)(ii) hereof. Subject to its fiduciary duties, except the Company’s Board of Directors will nominate the Buyers’ Nominee (or, if the Buyers’ Nominee is unable or unwilling to serve, a successor as otherwise agreed contemplated by Section 6(b)(ii)) for election at each meeting at which time the Buyer’s nominee is up for election (or in each action by written consent in lieu of a meeting) of stockholders of the Company for the election of directors. (ii) If the Buyer’s Nominee (or such a successor) is no longer a director of the Company as contemplated by paragraph 6(b)(i), the Buyer may propose to by Phoenix the Company as a nominee for election as a director of the Company a person with reasonable qualifications who is not a former director, officer or employee of the Company and is not engaged in activities which present a material conflict of interest with the Required Holders Company, in which event, with the Company’s consent (such consent not to be unreasonably withheld), such person will be proposed to the Nominating and Corporate Governance Committee. (iii) The Company will use its best efforts to cause the Buyer’s Nominee or any such successor nominated as provided in this Section 6(b) to be elected by the Certificate stockholders of Designation; the Company and will solicit proxies in favor of the Buyer’s Nominee or any such successor at each meeting (iior in each action by written consent in lieu of a meeting) Phoenix shall be entitled to nominate two of stockholders of the Company. (2iv) individual directors or director nominees to serve as directors and If the 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 Company does not accept a director, Buyer designee as provided in the Certificate of Designation (collectivelyparagraph 6(b)(ii), the “Series B Preferred Directors”)process set forth therein shall be repeated so long as necessary to find a successor candidate acceptable to both the Buyer and the Company. (bv) Until The Company’s obligations under this Section 6(b) shall terminate when 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 exclusion of all other classes or series Buyer Beneficially Owns less than 15% of the Company’s capital stock), to elect the Series B Preferred Directors, as provided in the Certificate outstanding shares of Designation, 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 holders of Voting Securities, voting together as a single class on an as-converted to Common Stock basis (including as Beneficially Owned, for purposes of this Section 6(b)(v) only, the “Remaining Directors”Exposure Shares). (c) Any Series B Preferred Director elected pursuant to Section 2 of the Certificate of Designation may be removed at any time, with or without cause by, and only by, the affirmative vote, given at a meeting or by written consent, of the holder(s) who designated or nominated such director. The Remaining Directors may be removed at any time, with or without cause by the affirmative vote, given at a meeting or by written consent, of the holders of the Voting Securities, voting together as a single class on an as-converted to Common Stock basis. (d) The Series B Preferred Directors shall be entitled to reimbursement from the Company for all costs and expenses in attending any meetings of the Board or any committee thereof, as provided in the Certificate of Designation. The Company shall notify the Series B Preferred Directors of all regular and 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 members of the Board concurrently as such materials are provided to the other members.

Board Representation. (a) Until The Parties agree and acknowledge that the occurrence of an Investor Rights Termination Event, (i) there shall be five (5entitled to appoint one director on the Board effective upon Funding and that such director shall be appointed under Section 255(2) directors of the Company, except as otherwise agreed to by Phoenix Act. The Promoters and the Required Holders or as provided Company shall not be entitled to remove the Director appointed/nominated by the Investor, unless required by Law, in which event, the Certificate of Designation; and (ii) Phoenix Investor shall be entitled to nominate two (2) individual directors or a director nominees to serve as directors in place of the director removed and the Required Holders Promoters shall be entitled cause the Company to nominate one (1) individual and the Company shall appoint such person as director or director nominee, who shall be independent under applicable Nasdaq and SEC rules, to serve as a director, as provided in on the Certificate of Designation (collectively, the “Series B Preferred Directors”)Board. (b) Until the occurrence The right 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 nomination and appointment of the Series B Preferred Stock director conferred on the Investor under Clause 6(a) shall have include the right, voting separately right at any time to remove from office any such persons nominated or appointed by them and from time to time determine the period for which such persons shall hold office as Director. If the Investor desires that any director nominated or appointed by it should cease to be a class (to the exclusion of all other classes or series of the Company’s capital stock), to elect the Series B Preferred Directors, as provided in the Certificate of Designation, and (b) the remaining two (2) directors director of the Company, each the Promoters shall cause, and shall exercise its voting rights in such manner, so as to ensure such removal and appointment of whom shall be independent under applicable Nasdaq and SEC rules, shall be elected new director nominated by the holders of Voting Securities, voting together Investor to replace the director so removed as a single class on an as-converted to Common Stock basis (the “Remaining Directors”)soon as may be practicable. (c) Any Series B Preferred Director elected pursuant The director appointed/nominated by the Investor shall be entitled to Section 2 receive all notices, agenda, etc. and to attend all General Meetings and Board Meetings and Meetings of any Committees of the Certificate Board of Designation may be removed at any time, with or without cause by, and only by, the affirmative vote, given at a meeting or by written consent, of the holder(s) who designated or nominated such director. The Remaining Directors may be removed at any time, with or without cause by the affirmative vote, given at a meeting or by written consent, of the holders of the Voting Securities, voting together as a single class on an as-converted to Common Stock basiswhich they are members. (d) The Series B Preferred Directors shall be entitled to reimbursement from the Company for all costs and expenses in attending any quorum at meetings of the Board or any committee thereofshall be comprised in accordance with the provisions of the Companies Act, and provided further that it also comprises of a Director nominated by the Investor and/or its Affiliates. Subject to quorum requirements being met, each Director shall have one vote on the Board and, except as provided in otherwise specifically required by the Certificate of Designation. The Company shall notify the Series B Preferred Directors of Companies Act, all regular and special meetings decisions of the Board and any committee shall be taken by a simple majority of the Board Directors present and voting or deemed to be present at the meeting or in the case of which resolution by circulation, by majority of Directors to whom the resolution is circulated in accordance with Clause 4.1(k) of the SHA. Notwithstanding anything to the contrary contained herein or in any other document, no resolution shall be validly passed except with the affirmative vote of a Director nominated by IGC. (e) In the event the Investor or 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 its Affiliates cease to all other members (i) be shareholders of the Board concurrently Company, then all the rights of the Investor as such materials are provided a Shareholder shall automatically terminate and the Investor shall cause its nominee Directors to resign from the other membersBoard.

Board Representation. (a) Until the occurrence of an Investor Rights Termination EventEach Stockholder agrees that so long as this Agreement remains in effect, such Stockholder shall vote all shares owned or controlled by such Stockholder, directly or indirectly, to elect and maintain in office: (i) there shall be five (5) directors a Board of Directors of the Company, except as otherwise agreed to by Phoenix and the Required Holders or as provided in the Certificate Company consisting of Designation; and eleven (11) members; (ii) Phoenix shall be entitled to nominate two (2) individual directors or director nominees to serve as directors and the 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 “Series B Preferred DirectorsTCV Designee”). (b) 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) elected by the holders of the Series B Preferred Stock shall have the rightE Preferred, voting separately as a class (to the exclusion of all other classes or series of the Company’s capital stock), to elect the Series B Preferred Directors, as provided in the Certificate of Designation, and (b) the remaining two (2) directors of the Company, each of whom who shall be independent under applicable Nasdaq and SEC rules, shall be designated from time to time in writing by TCV or its assigns; (iii) one (1) director (the “NEA Designee”) elected by the holders of Voting Securitiesthe Common Stock, Series I Preferred, Series H Preferred, Series G Preferred, Series F Preferred, Series E Preferred and Series D1 Preferred, voting together as a single class on an as-converted to Common Stock basis (the “Remaining Directors”). (c) Any Series B Preferred Director elected pursuant to Section 2 of the Certificate of Designation may be removed at any time, with or without cause by, and only by, the affirmative vote, given at a meeting or by written consent, of the holder(s) who designated or nominated such director. The Remaining Directors may be removed at any time, with or without cause by the affirmative vote, given at a meeting or by written consent, of the holders of the Voting Securities, voting together as a single class calculated on an as-converted to Common Stock basis., who shall be designated from time to time in writing by NEA or its assigns; (div) The two (2) directors (the “Common Designees”) elected by the holders of the Common Stock, Series B I Preferred, Series H Preferred, Series G Preferred, Series F Preferred, Series E Preferred Directors and Series D1 Preferred, voting together as a single class and calculated on an as-converted to Common Stock basis, both of whom shall be entitled designated by the Common Stockholders; provided, however, one of whom shall be the Company’s Chief Executive Officer as designated by the Board from time to reimbursement time; (v) two (2) directors (the “Series H Designees”) elected by the holders of the Series H Preferred, who shall be designated from time to time in writing by the Company for holders of a majority of the outstanding shares of the Series H Preferred; (vi) three (3) independent directors (the “Designated Independent Nominees”) elected by the holders of the Common Stock, Series I Preferred, Series H Preferred, Series G Preferred, Series F Preferred, Series E Preferred and Series D1 Preferred, voting together as a single class and calculated on an as-converted to Common Stock basis, one of whom shall be designated from time to time in writing by TCV, and the holders of the Common Stock, Series I Preferred, Series H Preferred, Series G Preferred, Series F Preferred, Series E Preferred and Series D1 Preferred shall vote all costs shares owned or controlled by such Stockholders in favor of such nominee (the “TCV Independent Nominee”), one of whom shall be designated from time to time in writing by NEA, and expenses the holders of the Common Stock, Series I Preferred, Series H Preferred, Series G Preferred, Series F Preferred, Series E Preferred and Series D1 Preferred shall vote all shares owned or controlled by such Stockholders in attending any meetings favor of such nominee (the “NEA Independent Nominee”) and one of whom shall be designated from time to time in writing by the Common Designees, and the holders of the Common Stock, Series I Preferred, Series H Preferred, Series G Preferred, Series F Preferred, Series E Preferred and Series D1 Preferred shall vote all shares owned or controlled by such Stockholders in favor of such nominee (the “Common Independent Nominee”); provided, that each Designated Independent Nominee shall be “independent” as such term is construed in Section 10A(m)(3)(B) of the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder, unless a majority of the Board or votes to waive this provision with respect to any committee thereofparticular Designated Independent Nominee; and (vii) two (2) independent directors (each, a “Board Independent Nominee”) elected by the holders of the Common Stock, Series I Preferred, Series H Preferred, Series G Preferred, Series F Preferred, Series E Preferred and Series D1 Preferred, voting together as a single class and calculated on an as-converted to Common Stock basis, each of whom shall be designated from time to time in writing by a majority of the other eight directors; provided, that each Board Independent Nominee shall be “independent” as such term is construed in Section 10A(m)(3)(B) of the Securities Exchange Act of 1934, as provided in amended, and the Certificate of Designation. The Company shall notify the Series B Preferred Directors of all regular rules and special meetings regulations promulgated thereunder, unless at least five (5) of the other directors vote to waive this provision with respect to any particular 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 members of the Board concurrently as such materials are provided to the other membersIndependent Nominee.

Board Representation. (a) Until the occurrence of an Investor Rights Termination Event, For so long as (i) there shall be five (5) directors M▇▇▇▇▇▇ ▇▇▇▇▇▇▇, any of the Company, except as otherwise agreed to by Phoenix and the Required Holders his family members or as provided in the Certificate any of Designation; and (ii) Phoenix shall be entitled to nominate two (2) individual directors his or director nominees to serve as directors and the 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 their respective affiliates (collectively, the “Series B Preferred DirectorsSerruya Group”) (A) is a holder of a Note issued hereunder and (B) beneficially owns (as defined for purposes of Rule 13d-3 of the 1▇▇▇ ▇▇▇) in excess of 1.0% of the Common Stock of the Company, and (ii) the Serruya Group and the Buyer Assignees, in the aggregate, beneficially own (as defined for purposes of Rule 13d-3 of the 1▇▇▇ ▇▇▇) in excess of 5.0% of the Common Stock of the Company (the “Representation Period”). , the Nominating and Corporate Governance Committee (bthe “Nominating Committee”) 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 exclusion of all other classes or series of the Company’s capital stockBoard shall nominate a Designated Nominee (as defined below) for election to the Board at each meeting of the Company’s stockholders held during the Representation Period at which directors are to be elected, commencing with the Company’s annual meeting of stockholders currently scheduled to be held in June 2013 (the “2013 Annual Meeting”), and the Board shall recommend to elect the Series B Preferred Directorsstockholders that such Designated Nominee be so elected at such meeting (collectively, the “Nomination Obligations”). The Board shall take all such actions necessary during the Representation Period to ensure that the size of the Board is large enough to accommodate the Designated Nominee’s election to the Board as provided in a director of the Certificate of Designation, and Company. The Nomination Obligations are subject to the following conditions: (b1) the remaining two Designated Nominee’s satisfaction of all legal and governance requirements regarding the Designated Nominee’s service as a director of the Company and (2) the fiduciary duties imposed on the directors of the Company, each Company by the Nomination Obligations. “Designated Nominee” means a person designated by M▇▇▇▇▇▇ ▇▇▇▇▇▇▇ (x) who is able to satisfy all such legal and governance requirements and (y) the nomination and recommendation of whom shall be independent under applicable Nasdaq and SEC ruleswould not cause the Nominating Committee or the Board, shall be elected by the holders of Voting Securitiesrespectively, voting together as a single class on an as-converted to Common Stock basis breach such fiduciary duty (collectively, the “Remaining DirectorsDirector Qualifications”). (c) Any Series B Preferred Director elected . Notwithstanding the foregoing, if 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 Section 2 the SEC’s Schedule 14A or 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 Certificate Director Qualifications and the other conditions of Designation may be removed at any timethis Section 4(t), with or without cause bythen the Nominating Committee shall recommend for election, and only bythe Board shall elect, the affirmative vote, given at a meeting or by written consent, of the holder(s) who designated or nominated such director. The Remaining Directors may be removed at any time, with or without cause by the affirmative vote, given at a meeting or by written consent, of the holders of the Voting Securities, voting together as a single class on an as-converted Designated Nominee to Common Stock basis. (d) The Series B Preferred Directors shall be entitled to reimbursement from the Company for all costs and expenses in attending any meetings of the Board as soon as is reasonably practicable following the 2013 Annual Meeting to serve until the next annual meeting of stockholders at which directors are elected and until his or any committee thereofher successor is duly elected and qualifies and the Nomination Obligations shall commence with such next annual meeting. For purposes of this paragraph (t), as provided the term “affiliate” shall have the meaning given such term in Rule 405 promulgated under the Certificate of Designation. The Company shall notify the Series B Preferred Directors of all regular and 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 members of the Board concurrently as such materials are provided to the other members1933 Act.

Board Representation. (a) Until So long as the occurrence of an Investor Rights Termination Event, (i) there shall be five (5) directors of the Company, except as otherwise agreed to by Phoenix Subsequent Purchasers and their Affiliates constitute 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 as directors and the Required Holders shall be entitled to nominate one (1) individual director or director nomineeHolders, who shall be independent under applicable Nasdaq and SEC rules, to serve as a director, as provided in the Certificate of Designation (collectively, the “Series B Preferred Directors”). (b) 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 GSMP VCOC shall have the rightright to designate an employee of The G▇▇▇▇▇▇ S▇▇▇▇ Group, voting separately Inc. or its Affiliates as a class non-voting observer (a “Non-Voting Observer”) to the exclusion Board of all other classes or series Directors of each of the Company’s capital stockCompany and HoldCo (each, an “Entity”), to elect the Series B Preferred Directors, as provided in the Certificate of Designation, and (b) the remaining two (2) directors . Neither Entity shall establish or employ committees of the Company, each Board of whom shall be independent under applicable Nasdaq and SEC rules, shall be elected by Directors for the holders purpose of Voting Securities, voting together as a single class on an as-converted to Common Stock basis (circumventing the “Remaining Directors”). (c) Any Series B Preferred Director elected pursuant to Section 2 rights of the Certificate GSMP VCOC to have a Non-Voting Observer on the Board of Designation may be removed at any time, with or without cause by, and only by, the affirmative vote, given at a meeting or by written consent, of the holder(s) who designated or nominated such directorDirectors. The Remaining Directors may be removed at any time, with or without cause by the affirmative vote, given at a meeting or by written consent, of the holders of the Each Non-Voting Securities, voting together as a single class on an as-converted to Common Stock basis. (d) The Series B Preferred Directors Observer shall be entitled to reimbursement from each Entity for his or her reasonable travel or other out-of-pocket expenses related to the Company for performance of their respective duties. (b) So long as GSMP VCOC shall be entitled to exercise its rights pursuant to this Section 7.1, each Entity shall hold regular meetings of its Board of Directors periodically at such times as its Board of Directors may in good faith determine. Within a reasonable time after each such meeting, either telephonically or in person, of a Board of Directors of an Entity, such Entity shall cause minutes of such meeting to be delivered to the Non-Voting Observer. (c) The Non-Voting Observer shall be entitled to be present at all costs and expenses in attending any meetings of the Board or of Directors of each Entity and shall be notified of any committee thereofsuch meeting by reasonable prior notice, as provided including such meeting’s time and place, in the Certificate same manner as directors of Designationsuch Entity and shall receive monthly financial statements of the type described in Section 6.1(a) above and copies of all written materials distributed to directors of such Entity for purposes of such Board of Directors meetings at the same time as directors of such Entity and shall be entitled to participate in discussions and consult with, and make proposals and furnish advice to, such Board of Directors without voting; provided, however, that such Non-Voting Observer shall not have voting rights with respect to actions taken or elected not to be taken by the Board of Directors and shall be subject to all rules governing such Board of Directors and committee, it being understood that no Board of Directors of any Entity shall be under any obligation to take any action with respect to any proposals made or advice furnished by the Non-Voting Observer, and nothing herein shall prevent the Board of Directors of any Entity from acting by written instrument to the extent permitted by Applicable Law. The Company Non-Voting Observer shall notify the Series B Preferred Directors have a duty of all regular and special meetings confidentiality to such Entity, including a duty not to disclose and/or use confidential information, comparable to such duties of the Board and any committee a director of such Entity. (d) If an issue is to be discussed or otherwise arises at a meeting of the Board of which any of Directors which, in 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 members reasonable judgment of the Board concurrently of Directors, cannot be discussed in the presence of the Non-Voting Observer in order to avoid a conflict of interest on the part of the Non-Voting Observer or to preserve an attorney-client or accountant-client or any other available privilege, then such issue may be discussed without the Non-Voting Observer being present and may be deleted from any materials being distributed in connection with any meeting at which such issues are to be discussed, so long as the Non-Voting Observer is given notice of the occurrence of such materials are provided to meeting and the other membersdeletion of such materials.

Board Representation. (a) Until the occurrence Investor (together with any Investor Wholly-Owned Affiliates, in the case of a Permitted Transfer) ceases to own more than ten percent (10%) of the Outstanding Common Shares (the “Nominee Right Threshold”), the Investor shall be entitled to nominate, by written notice to the Company (an “Investor Nominee Notice”) one individual to the Board (the “Investor Nominee”). For greater certainty, at no time shall the Investor be entitled to nominate more than one individual to the Board. Each Investor Nominee shall, prior to his or her nomination or appointment to the Board, provide all information and sign all documents required to be provided and signed pursuant to applicable Securities Laws and shall be required to meet the individual qualification requirements for directors under Applicable Law (the “Legal Qualification Requirement”) and be approved by the Company as determined in the reasonable and good faith discretion of the Board or committee thereof (together with the Legal Qualification Requirement, the “Qualification Requirements”). In connection with the foregoing, if and for so long as the Investor is entitled to nominate an Investor Rights Termination Event, Nominee: (i) there at the annual meeting of shareholders of the Company to be held in 2019 and at each subsequent meeting of shareholders on the Company thereafter at which directors are to be elected, the Company shall cause the Investor Nominee to be five included in the slate of nominees proposed by the Company to the shareholders of the Company for election as directors; (5ii) the Company shall use commercially reasonable efforts to cause the election of the Investor Nominee, including recommending that shareholders of the Company vote in favour of the election of, and soliciting proxies in favour of the election of, the Investor Nominee; (iii) the Company shall provide written notice to the Investor of any: (A) annual meeting of the shareholders of the Company at which directors of the Company are to be elected at least sixty (60) days prior to the date of such annual meeting of shareholders of the Company and (B) in the case of a special meeting (which is not also an annual meeting) of shareholders of the Company called for the purpose of electing directors (whether or not called for other purposes), as soon as practicable, and, in any event, at the earlier of the date that a notice of meeting is filed for such meeting or the date on which the first public announcement of the date of such meeting was made; (iv) an Investor Nominee Notice must be received by the Company: (A) in the case of an annual meeting of shareholders of the Company, except as otherwise agreed not less than fifty (50) days prior to by Phoenix and the Required Holders or as provided date of such annual meeting of shareholders of the Company; provided, however, that in the Certificate event that the annual meeting of Designationshareholders of the Company is to be held on a date that is less than fifty (50) days after the date (the “Investor Nominee Notice Date”) that is the earlier of the date that a notice of meeting is filed for such meeting or the date on which the first public announcement of the date of the annual meeting was made, an Investor Nominee Notice must be received by the Company no later than the close of business on the tenth (10th) day following the Investor Nominee Notice Date; and and (iiB) Phoenix in the case of a special meeting (which is not also an annual meeting) of shareholders of the Company called for the purpose of electing directors (whether or not called for other purposes), not later than the close of business on the tenth (10th) day following the day that is the earlier of the date that a notice of meeting is filed for such meeting or the date on which the first public announcement of the date of such meeting was made, but in any event no later than ten (10) days preceding the date on which the Company is required by Securities Law to mail a management information circular in respect of the meeting, provided that the Company shall have notified the Investor of such date as soon as practicable. In no event shall any adjournment or postponement of a meeting of shareholders of the Company or the announcement thereof commence a new time period for the delivery or mailing of an Investor Nominee Notice as described in this Section 4.4(a)(iv). (v) notwithstanding anything to the contrary herein, if the Investor does not advise the Company of its Investor Nominee within the time set forth in Section 4.4(a)(iv), then the Company shall not be required to include the Investor Nominee in the slate of nominees proposed by the Company to the shareholders of the Company for election as directors at the relevant meeting of shareholders; (vi) if the Investor Nominee ceases to satisfy the Qualification Requirements, at the request of the majority of the members of the Board, the Investor Nominee shall resign from the Board effective immediately; (vii) if an Investor Nominee ceases to hold office as a director of the Company for any reason (unless the Investor (together with any Investor Wholly-Owned Affiliates, in the case of a Permitted Transfer) no longer holds the Nominee Right Threshold), including if the Investor Nominee ceases to satisfy the Qualification Requirements, the Investor shall be entitled to nominate two (2) an individual directors that satisfies the Qualification Requirements to replace him or director nominees to serve her as directors a new Investor Nominee and the Required Holders Company shall promptly take all steps as may be necessary to appoint such individual to the Board to replace an Investor Nominee who has ceased to hold office; (viii) the Investor Nominee Notice and any other notice proposing a nominee shall contain sufficient information to allow the Company to determine whether the proposed nominee satisfies the Qualification Requirements and, prior to nominating an Investor Nominee, the Investor will give due consideration to the view of the independent members of the Board as to whether such person is an appropriate addition to the Board given his or her skill set; (ix) the Investor Nominee shall be entitled provided with equivalent indemnification from the Company and directors’ insurance as the other members of the Board; (x) the Company shall maintain directors’ insurance coverage that is appropriate in form and substance for companies similar to nominate one the Company in the jurisdictions in which the Company operates; and (1xi) individual director or director nominee, who the Investor Nominee shall be independent provided with notice of Board meetings as is required to be given to Board members under applicable Nasdaq and SEC rules, to serve as a director, as provided in the Certificate constating documents of Designation (collectively, the “Series B Preferred Directors”)Company. (b) Until The Investor acknowledges and agrees that 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 Nominee may not be entitled to certain information made available to other members of the Series B Preferred Stock shall have Board or may be excluded from meetings of the rightBoard or applicable portions thereof in the event that such information or meetings relate to actual or potential conflicts of interest between the Company and one or more Investor Group Parties, voting separately including pursuant to section 120 of the Canada Business Corporations Act or as a class (otherwise required under Applicable Laws, as and to the exclusion of all other classes or series of the Company’s capital stock), to elect the Series B Preferred Directors, as provided in the Certificate of Designation, 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 extent determined by the holders of Voting SecuritiesBoard, voting together as a single class on an as-converted to Common Stock basis (the “Remaining Directors”)acting reasonably. (c) Any Series B Preferred Director elected The Investor shall forthwith notify the Company in writing if the Investor (together with any Investor Wholly-Owned Affiliates, in the case of a Permitted Transfer) ceases to hold the Nominee Right Threshold. At the request of the Company at any point after the Investor (together with any Investor Wholly-Owned Affiliates, in the case of a Permitted Transfer) ceases to hold the Nominee Right Threshold, the Investor Nominee shall resign from the Board, effective immediately and the Investor shall have no further right hereunder to designate an Investor Nominee and the Company shall cease to have any obligations pursuant to this Section 2 of 4.4. In determining whether it holds the Certificate of Designation may be removed at any time, with or without cause by, and only byNominee Right Threshold, the affirmative vote, given at a meeting or by written consent, Investor is entitled to rely on the number of Outstanding Common Shares most recently disclosed in the holder(s) who designated or nominated such director. The Remaining Directors may be removed at any time, with or without cause disclosure documents filed by the affirmative vote, given at a meeting or by written consent, Company with the Securities Regulators that are available on SEDAR and ▇▇▇▇▇ unless the Investor has actual knowledge that the number of the holders of the Voting Securities, voting together as a single class on an as-converted to Outstanding Common Stock basisShares is different from such disclosed number. (d) The Series B Preferred Directors Upon an Investor Nominee joining the Board, he or she shall sign an undertaking whereby he or she will offer his or her resignation from the Board in the circumstances mentioned in Sections 4.4(a)(vi) and 4.4(c). (e) Subject to Applicable Law and provided that the Investor (together with any Investor Wholly-Owned Affiliates, in the case of a Permitted Transfer) holds the Nominee Right Threshold, the Board shall use commercially reasonable efforts to cause the appointment of Pierre-Etienne Franc as the initial Investor Nominee to the Board as soon as reasonably practicable following the Closing Date and, upon such appointment, Pierre-Etienne Franc shall be entitled to reimbursement from serve on the Board until the annual meeting of shareholders of the Company for all costs and expenses in attending any meetings at which directors of the Board or any committee thereof, as provided Company are to be elected in the Certificate of Designation. The Company shall notify the Series B Preferred Directors of all regular and 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 members of the Board concurrently as such materials are provided to the other members2019.

Board Representation. (a) Until Upon the occurrence Closing, the Board shall consist of an Investor Rights Termination Eventfourteen (14) directors, which shall include seven (i7) there shall be five (5) directors members designated by the Shareholders pursuant to, and determined by the Nominating Committee to satisfy the requirements of, Section 1.5 of the CompanyCombination Agreement (each such Person and any replacement thereof or additional designee permitted under this Section 7.1, except as otherwise agreed to 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 as directors and the 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 “Series B Preferred DirectorsShareholder Designee”). (b) Until After the occurrence of an Investor Rights Termination EventClosing, at each Company Stockholders’ Meetingthe Shareholders shall collectively have the right to designate for election to the Board seven (7) Shareholder Designees, or upon the taking of a written consent of stockholders for such purpose: (a) the holders subject to adjustment as set forth in Section 7.1(h)-(j); provided, however, that no more than 60% of the Series B Preferred Stock shall Shareholder Designees on the Board may at any time be Shareholder Affiliated Persons; provided, further, that (i) if the Shareholders collectively have the rightright to designate only three (3) Shareholder Designees, voting separately no more than two (2) Shareholder Designees on the Board at any time may be Shareholder Affiliated Persons and (ii) if the Shareholders collectively have the right to designate only two (2) Shareholder Designees, each Shareholder Designee on the Board may be a Shareholder Affiliated Person. Subject to the terms hereof, the Company shall cause each person designated for nomination in accordance with this Section 7.1 to be included in the notice convening the annual general meeting of the Company to be circulated to shareholders of the Company. To the extent that the Company does not nominate, in accordance with the immediately preceding sentence, such persons to stand for election at the annual general meeting of the Company or any such Shareholder Designees are not elected at any such meeting (and such persons are not otherwise disqualified from serving pursuant to Section 7.1(d)) or the Company fails to hold an annual general meeting of the Company at which directors are elected by July 1 in any given year during the term of this Agreement (other than as a class (to the exclusion result of all other classes or series impediments outside of the Company’s capital stockcontrol such as financial statement restatements or pending SEC comments), to elect the Series B Preferred Directors, restrictions set forth in Section 3.1(a)(iv) and the voting restrictions set forth in Section 7.4 shall be suspended until such time as provided in the Certificate of Designation, and (b) Company holds the remaining two (2) directors annual general meeting of the Company, each such Shareholder Designees are nominated to stand for election or such Shareholder Designees are elected to the Board, as the case may be. The Company shall use its reasonable best efforts to remove any such impediment to holding the annual general meeting of whom shall be independent under applicable Nasdaq and SEC rules, shall be elected by the holders of Voting Securities, voting together as a single class on an as-converted to Common Stock basis (the “Remaining Directors”)Company. (c) Any Series B Preferred Director elected pursuant Subject to Section 2 7.1(d), the Company agrees to (i) include each of the Certificate Shareholder Designees designated by the Shareholders (by way of Designation may be removed at any time, with or without cause by, and only by, notice to the affirmative vote, given at a meeting or by written consent, Company of the holder(sintention to designate such Shareholder Designee for nomination stating the particulars which would, if he were so nominated and elected, be required to be included in the Company’s register of directors, together with notice by such Shareholder Designee of his willingness to be elected) who designated or nominated such director. The Remaining Directors may on the resolutions proposed to be removed voted upon for the election of directors at any timeeach annual general meeting of the Company, with or without cause which include nominees for election to the Board proposed by the affirmative voteCompany and/or the Board, given at a meeting or by written consent, (ii) recommend the election of such Shareholder Designees to the shareholders of the holders Company and (iii) take all action within its powers to cause the election of the Voting Securities, voting together Shareholder Designees as a single class on an as-converted to Common Stock basisdirectors of the Company. (d) After the Closing, the Company shall not be obligated to nominate any Shareholder Designee unless such Shareholder Designee shall (i) be reasonably acceptable to the Nominating and Corporate Governance Committee of the Board (the “Nominating Committee”), acting reasonably and in good faith and applying the same uniform standards consistent with the Nominating Committee charter as the Nominating Committee applies to Public Designees (it being understood and agreed that the seven (7) persons identified in Section 7.1(a) are acceptable to the Nominating Committee); (ii) if not a Shareholder Affiliated Person, be an Independent Director; (iii) not otherwise be prohibited or disqualified from serving as a director of the Company pursuant to Applicable Law, any stock exchange on which any Voting Securities are listed, the Company’s Corporate Governance Guidelines or the Nominating Committee charter as in effect on the date hereof; and (iv) not be a Competitor or an Affiliate thereof or be engaged in business on a regular basis with any Competitor. (e) The Series B Preferred Directors Company agrees that any Shareholder Designee serving as a director of the Company shall be entitled to reimbursement from the same rights, privileges and compensation applicable to Non-Employee Public Designees generally or to which all such Non-Employee Public Designees are entitled, including any rights with respect to indemnification arrangements, directors and officers insurance coverage and other similar protections and expense reimbursement. (f) The Shareholders shall timely provide, and shall use their commercially reasonable efforts to cause the Shareholder Designees to timely provide, the Company with accurate and complete information relating to London, the Shareholders and the Shareholder Designees that may be required (but only to the extent required) to be disclosed by the Company under the Securities Act or the Exchange Act or other Applicable Law. In addition, at the Company’s request, the Shareholders shall cause the Shareholder Designees to complete and execute the Company’s standard director and officer questionnaire prior to being admitted to the Board or standing for all costs reelection at an annual general meeting of the Company or at such other time as may be reasonably requested by the Company in order for the Company to comply with its public company disclosure obligations under the Securities Act or the Exchange Act or to comply with any other filing or other obligation that the Company is legally obligated to comply with under Applicable Law. (g) Not less than forty-five (45) days prior to the regularly scheduled meeting of the Nominating Committee held in the first calendar quarter of each year in connection with the Company’s regularly scheduled annual general meeting, the Shareholders shall provide the Company with written notice of the names of the Shareholder Designees proposed to be nominated for election at the annual general meeting of the Company to be held in the second quarter of such year, stating the particulars which would, if he were so elected, be required to be included in the Company’s register of directors, together with notice by that Shareholder Designee of his willingness to be elected. At any other time the Shareholders are entitled to designate a Shareholder Designee pursuant to this Agreement, upon delivery by the Shareholders to the Company of written notice of the name of such Shareholder Designee, stating the particulars which would, if he were so elected, be required to be included in the Company’s register of directors, together with notice by that Shareholder Designee of his willingness to be elected, the Nominating Committee shall hold a meeting as promptly as practicable (but in no event later than the next regularly scheduled meeting of the Nominating Committee) to determine whether such Shareholder Designee satisfies the requirements of Section 7.1(d). In either case, promptly following such committee meeting, the Company shall provide the Shareholders with written notice as to whether such Shareholder Designees satisfy the requirements of Section 7.1(d). If the Nominating Committee determines that such Shareholder Designee does not satisfy the requirements of Section 7.1(d), then (i) such written notice shall include with reasonable detail why such Shareholder Designee does not satisfy such requirements and expenses (ii) the Shareholders shall continue to designate replacement Shareholder Designees in attending a like manner until Section 7.1(d) has been satisfied. (h) If at any meetings time the Shareholders’ Voting Power is, after the expiration of any applicable Grace Period, less than the Minimum Shareholder Voting Power Level corresponding to the number of Shareholder Designees at such time (in each case in respect of the Board size at such time) as shown on Exhibit A, then the number of Shareholder Designees that the Shareholders shall be entitled to designate hereunder shall be reduced to the number of Shareholder Designees set forth opposite the highest Minimum Shareholder Voting Power Level (in each case in respect of the Board size at such time) on Exhibit A that is less than the Shareholders’ Voting Power at such time. For the avoidance of doubt, if any Shareholder or Controlled Affiliate Transfers any Voting Securities Beneficially Owned by such Shareholder or Controlled Affiliate during any applicable Grace Period to any Person (other than London, any other Shareholder or any committee thereofSubsidiary of London or any Shareholder), and after any such Transfer, the Shareholders’ Voting Power (as calculated pursuant to Section 7.1(p)) is, for at least ninety (90) days, less than the Minimum Shareholder Voting Power Level corresponding to the number of Shareholder Designees at such time (in each case in respect of the Board size at such time) as shown on Exhibit A, then the number of Shareholder Designees that the Shareholders shall be entitled to designate hereunder shall be reduced to the number of Shareholder Designees set forth opposite the highest Minimum Shareholder Voting Power Level (in each case in respect of the Board size at such time) on Exhibit A that is less than the Shareholders’ Voting Power (as calculated pursuant to Section 7.1(p)) at such time. (i) If at any time the Shareholders’ Voting Power is, for at least ninety (90) days, greater than the Minimum Shareholder Voting Power Level corresponding to the number of Shareholder Designees (in each case in respect of the Board size at such time) at such time as shown on Exhibit A that exceeds the number of Shareholder Designees that the Shareholders were theretofore entitled to designate, then the number of Shareholder Designees that the Shareholders shall be entitled to designate hereunder shall be increased to the number of Shareholder Designees set forth opposite the highest Minimum Shareholder Voting Power Level (in each case in respect of the Board size at such time) on Exhibit A that is less than the Shareholders’ Voting Power at such time. (j) Subject to Section 7.1(k), in the event that the Board determines, pursuant to and subject to the terms and conditions of this Agreement, to increase or decrease the size of the Board at any time during any period in which the Shareholders have the right to designate at least one (1) director pursuant to this Section 7.1, then the number of Shareholder Designees that the Shareholders are entitled to designate hereunder shall be increased or decreased, as provided the case may be, to the number of Shareholder Designees set forth opposite the highest Minimum Shareholder Voting Power Level (in each case in respect of the Board size at such time) on Exhibit A that is less than the Shareholders’ Voting Power at such time. Notwithstanding anything to the contrary in this Section 7.1(j) or Section 7.1(k), unless the decrease in Board size is approved by the Board pursuant to Section 7.3, no Shareholder Designee shall be required to resign as a result of a decrease in the Certificate size of Designationthe Board pursuant to this Section 7.1(j) or Section 7.1(k) if at such time the number of Shareholder Designees that the Shareholders are entitled to designate is less than half of the total number of authorized directors of the Company as so decreased. (k) In order to accomplish any reduction in the number of Shareholder Designees required to effectuate the terms of Section 7.1(h) or Section 7.1(j), upon the written request of the Company to the Shareholders, the Shareholders shall cause the resignation of the necessary number of Shareholder Designees, subject to Section 7.3(o); provided, however, that the Shareholders shall make a determination (not to be withheld) in their sole discretion as to which Shareholder Designee shall resign, subject to the first proviso in Section 7.1(b). In the event that any such Shareholder Designee fails to deliver his or her prompt resignation as required pursuant to this Section 7.1(k), the Parties shall take all necessary action (and the Shareholders agree to cooperate with the Company in taking such action) permitted by Applicable Law to cause such Shareholder Designee to be removed from the Board, including seeking equitable relief such as an injunction. In order to accomplish any increase in the number of Shareholder Designees required pursuant to Section 7.1(i) or Section 7.1(j), upon the written request of the Shareholders to the Company, the Company shall cause the resignation of the necessary number of Public Designees; provided, however, that the Public Designees shall make a determination (not to be withheld) in their collective sole discretion as to which Public Designee shall resign. In the event that any such Public Designee fails to deliver his or her prompt resignation as required pursuant to this Section 7.1(k), the Parties shall take all necessary action (and the Company agrees to cooperate with the Shareholders in taking such action) permitted by Applicable Law to cause the requisite number of Public Designees to be removed from the Board, including seeking equitable relief such as an injunction. (l) In the event that a vacancy is created at any time by the death, disability, retirement, disqualification, resignation or removal (with or without cause) or a vacancy is created pursuant to Section 7.1(j) or Section 7.1(k) of a Shareholder Designee designated pursuant to this Section 7.1, the Shareholders shall have the right to designate a replacement to fill such vacancy; provided, that such replacement meets the requirements of the first or second proviso in Section 7.1(b), as applicable, and the requirements of Section 7.1(d). The Company shall notify cause such vacancy to be filled by the Series B Preferred Directors of all regular replacement so designated and special meetings the Board to promptly elect such designee to the Board. Any Shareholder Designee elected in accordance with this Section 7.1(l) shall hold office for the remainder of the Board and any committee full term in which the vacancy occurred or to which the new Shareholder Designee is elected, until his successor is elected or until his earlier resignation or removal in accordance with this Section 7.1. Without the consent of the Shareholders, neither the Company nor the Board shall appoint any other Person to fill any such vacancy. (m) Subject to Applicable Law, no Shareholder Designee shall be obligated to present any particular business opportunity to the Company that he or she becomes aware of which by virtue of his or her position as an officer or employee of any of the Series B Preferred Directors is Shareholders and/or their Affiliates. (n) Any election by the Shareholders not to exercise (in whole or in part) the right to designate all or a memberportion of its Shareholder Designees shall not constitute a permanent waiver or relinquishment of such right. If the Shareholders elect not to exercise their right to designate a Shareholder Designee, the Company shall have no right to fill such vacancy. (o) The Company shall provide take all actions within its power not to permit any amendment to the Series B Preferred Directors with copies Company’s Articles of all notices, minutes, consents and other materials provided to all other members Association that would alter or modify in an adverse manner the Shareholders’ rights under this Article VII or amend Articles [ ]1 of the Board concurrently as such materials are provided Articles of Association without the approval of the Shareholders. London and each Shareholder shall take all actions within its power (including by voting its Voting Securities) not to permit any amendment to the other membersCompany’s Articles of Association that would alter or modify in an adverse manner the Company’s rights under this Article VII (including the rights of the Company with respect to matters addressed by this Article VII that are expressed as restrictions on the rights or actions of the Shareholders, the provisions of Section 7.3 and the provisions regarding the Conflicts Committee, including the composition thereof, in Section 7.5) or amend Articles [ ]2 of the Articles of Association, in each case unless such amendment has been approved by the Conflicts Committee and by the Board in accordance with Section 7.3. (p) Any references to, and the calculati

Board Representation. (a) Until Notwithstanding the occurrence provisions of an Investor Rights Termination Eventthe Advance Notice Policy, from and after the Closing Date and for as long as the Investor’s Percentage has not fallen below 5% (calculated in accordance with Section 4.10): (i) there the Company shall take all steps necessary to appoint the Investor’s Nominee to the Board as of the Closing Time to hold office for a term expiring not earlier than the Company’s next meeting of Shareholders at which directors of the Company are to be elected; (ii) the Investor shall be five entitled to designate one individual (5the “Investor’s Nominee”) to be nominated and, if elected, to serve as a member of the Board for a term expiring not earlier than the Company’s next meeting of Shareholders at which directors of the Company are to be elected, provided that such Investor’s Nominee consents in writing to serve as a director and is eligible under the Act to serve as a director; (iii) at the first annual or other meeting of Shareholders that would result in the end of the term of the Investor’s Nominee, at which directors of the Company are to be elected, and at each meeting of Shareholders thereafter at which directors are to be elected, the Company shall nominate to the Board for election the Investor’s Nominee, along with any other nominees proposed by the Company to the Shareholders for election as directors; (iv) the Company shall recommend to Shareholders entitled to vote on the election of directors at any meeting of Shareholders that such Shareholders vote in favour of or consent to the election (or against the removal, as the case may be) of the Investor’s Nominee as a director of the Company; (v) the Company shall (i) solicit proxies in favour of the election of the Investor’s Nominee in the event the Company intends to solicit any such proxies in connection with a meeting of Shareholders, and (ii) cause all properly completed proxies received by the Company in respect of the election or removal of directors at the relevant time to be voted in the manner specified in such proxies; (vi) the Company shall notify the Investor in writing promptly upon determining the date of any meeting of the Shareholders at which directors of the Company are to be elected and the Investor shall advise the Company and the Board of the name of the Investor’s Nominee within 30 days after receiving such notice; (vii) if the Investor does not advise the Company and the Board of the Investor’s Nominee within the time set forth in Section 4.7(a)(vi), then the Investor will be deemed to have designated its incumbent nominee for nomination for election at the relevant meeting of the Shareholders; (viii) if the Investor’s Nominee ceases to hold office as (or otherwise does not become) a director of the Company for any reason, the Investor shall be entitled to nominate or appoint (as applicable) an individual to replace him or her and the Company shall promptly take all steps necessary to promptly appoint such individual to the Board to replace the Investor’s Nominee who has ceased to or does not otherwise hold office; (ix) the Investor will give due consideration to the view of the independent members of the Board as to whether such person is an appropriate addition to the Board based on serious and objectively reasonable concerns. The Company may veto the Investor’s Nominee if such Investor’s Nominee has previously been removed by a resolution of the Shareholders, provided that the Investor shall be entitled to nominate further persons to the Board in replacement of any such vetoed person; (x) the Investor acknowledges that any appointment to the Company’s Board must be ratified annually by a Shareholder vote at the Company’s annual general or special meetings of Shareholders; (xi) upon election to the Board, the Company acknowledges that the Investor’s Nominee shall: (A) be eligible to serve on any committee of the Board in the same manner as all other directors of the Company, except as otherwise agreed to by Phoenix provided that such Investor’s Nominee satisfies the eligibility criteria for such committee and the Required Holders Board has approved, and has received regulatory approval (if required by Applicable Law) of, the Investor’s Nominee serving as a member of such committee; (B) at all times retain full discretion to independently vote his or as provided in the Certificate of Designation; and her Common Shares; (iiC) Phoenix shall be entitled to nominate two (2) individual directors or director nominees to serve as directors all the rights and the 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 “Series B Preferred Directors”). (b) 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 privileges of the Series B Preferred Stock shall have the right, voting separately as a class (to the exclusion of all other classes or series of the Company’s capital stock), to elect the Series B Preferred Directors, as provided in the Certificate of Designation, 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 holders of Voting Securities, voting together as a single class on an as-converted to Common Stock basis (the “Remaining Directors”). (c) Any Series B Preferred Director elected pursuant to Section 2 of the Certificate of Designation may be removed at any time, with or without cause by, and only by, the affirmative vote, given at a meeting or by written consent, of the holder(s) who designated or nominated such director. The Remaining Directors may be removed at any time, with or without cause by the affirmative vote, given at a meeting or by written consent, of the holders of the Voting Securities, voting together as a single class on an as-converted to Common Stock basis. (d) The Series B Preferred Directors shall be entitled to reimbursement from the Company for all costs and expenses in attending any meetings of the Board or any committee thereof, as provided in the Certificate of Designation. The Company shall notify the Series B Preferred Directors of all regular and 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 members of the Board concurrently as such materials are provided and committee members, including, without limitation, access to the Company’s outside advisors; and (D) be entitled to be indemnified by the Company on the same terms (including run-off) as other membersmembers of the Board and be included in the Company’s D&O insurance policy on the same terms as other members of the Board. (xii) upon election of the Investor’s Nominee to the Board, the Company shall: (A) enter into an indemnification agreement with the Investor’s Nominee consistent with the Company’s practices; and (B) acquire for any Investor’s Nominee liability insurance on the same terms as the other members of the Board.

Board Representation. (a) Until As a condition to your nomination for election as a director of the occurrence Company at the 2010 Meeting, you and the Investor Group shall provide to the Company the information required to be disclosed for candidates for directors and their Affiliates and Representatives in a proxy statement under the federal securities laws and applicable rules and regulations of an The Nasdaq Stock Market and such other information as reasonably requested by the Company with respect to you and the Investor Rights Termination EventGroup. (b) Nominee agrees that, at all times while serving on the Board, he will (i) there shall be five meet all independence and other standards under applicable rules of The Nasdaq Stock Market and the Securities and Exchange Commission (5the “SEC”) directors and applicable provisions of the Securities Exchange Act of 1934, as amended (the “Exchange Act”); (ii) be qualified to serve as a director under the Georgia Business Corporation Code, as amended; and (iii) not serve as a director (or in a similar capacity) of any Person that is identified in writing by the Company from time to time as a competitor of the Company (the foregoing in these clauses (i), (ii) and (iii) being referred to as the “Conditions”). Nominee agrees to promptly advise the Chairperson of the Governance Committee in writing if he ceases to satisfy any of the Conditions. If (i) Nominee ceases to satisfy any of the Conditions or breaches any of his obligations under this Section 1, or (ii) any member of the Investor Group fails to comply with any of the terms of this agreement, upon the request of the Board Nominee shall promptly deliver his written resignation to the Board. (c) At all times while serving as a director, Nominee shall: (i) comply with all policies, procedures, processes, codes, rules, standards and guidelines applicable to Board members, including the Company, except as otherwise agreed to by Phoenix ’s code of conduct and the Required Holders or as provided in the Certificate of Designationcorporate governance guidelines; and (ii) Phoenix shall be entitled to nominate two (2) individual directors or director nominees to serve as directors keep confidential and the Required Holders shall be entitled to nominate one (1) individual director or director nominee, who shall be independent under applicable Nasdaq not publicly disclose discussions and SEC rules, to serve as a director, as provided matters considered in the Certificate of Designation (collectively, the “Series B Preferred Directors”). (b) 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 meetings of the Series B Preferred Stock shall have the rightBoard and Board committees, voting separately as a class (to the exclusion of all other classes or series of unless previously disclosed publicly by the Company’s capital stock), to elect the Series B Preferred Directors, as provided in the Certificate of Designation, 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 holders of Voting Securities, voting together as a single class on an as-converted to Common Stock basis (the “Remaining Directors”). (c) Any Series B Preferred Director elected pursuant to Section 2 of the Certificate of Designation may be removed at any time, with or without cause by, and only by, the affirmative vote, given at a meeting or by written consent, of the holder(s) who designated or nominated such director. The Remaining Directors may be removed at any time, with or without cause by the affirmative vote, given at a meeting or by written consent, of the holders of the Voting Securities, voting together as a single class on an as-converted to Common Stock basis. (d) The Series B Preferred Directors shall be entitled to reimbursement from If, at any time while Nominee is serving as a director, the Company for all costs and expenses in attending any meetings of the Board or any committee thereof, as provided in the Certificate of Designation. The Company shall notify the Series B Preferred Directors of all regular and 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 members of the Investor Group, collectively, cease to beneficially own, in the aggregate, at least 5% of the outstanding Voting Securities, then upon notice from the Board concurrently as such materials are provided to the other membersInvestors, (i) the Company’s obligations under the first paragraph of this agreement shall terminate immediately, and (ii) Nominee shall offer to resign from the Board immediately and, if requested by the Governance Committee, he shall promptly deliver his written resignation to the Board. (e) So long as the Investor Group collectively beneficially owns, in the aggregate, at least 5% of the outstanding Voting Securities, if at any time prior to the 2011 Meeting a vacancy on the Board is created as a result of the Nominee’s death, resignation, disqualification or removal, or the nomination of the Nominee at the 2010 Meeting is withdrawn for any reason, then the Investor 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 employed by one of the Investor Group who (i) meets the Conditions, (ii) meets the historical standards and criteria applied by the Company in nominating and appointing directors, and (iii) is otherwise mutually acceptable to the Investor Group and the Company, and thereafter such individual shall serve and/or be nominated as the “Nominee” under this agreement.

Board Representation. (a) Until the occurrence earlier of an Investor Rights Termination Event, (i) there shall be five (5) directors the end of the CompanyDirector Nomination Right Period, except as otherwise agreed to 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 until such time as Marubeni or director nominees to serve as directors and the 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 directorINCJ, as provided in the Certificate applicable, ceases to beneficially own at least 2,500,000 shares of Designation (collectively, the “Series B Preferred Directors”). (b) 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 Common Stock shall have the right, voting separately as a class (to the exclusion of all other classes or series of the Company’s capital stock), to elect the Series B Preferred Directors, as provided in the Certificate of Designation, and (b) the remaining two (2) directors of the Company, each of whom Marubeni and INCJ shall have the right to designate one (1) nominee for appointment or election to the Board, who shall be independent under reasonably acceptable to the Nominating and Corporate Governance Committee of the Board acting in good faith and applying reasonable and customary criteria applicable Nasdaq to all non-officer/non-employee Directors generally and SEC rules, who (1) shall be elected a Non-U.S. Person to the extent determined necessary by the holders of Voting Securities, voting together Board in order to preserve the Company’s status as a single class on Foreign Private Issuer; (2) shall be determined in the reasonable judgement of the Nominating and Corporate Governance Committee to qualify as an as-converted to Common Stock basis Independent Director; (3) shall not be an officer or employee of the Company, either at the time of or following their appointment as Director; and (4) shall not be an officer or an employee or a board member of any Person engaged in a Restricted Business within the Restricted Territory (each as defined in the Share Purchase Agreement) (the “Remaining DirectorsDirector Nomination Right”); provided however, that at any time prior to the expiration of the Director Nomination Right Period, each of Marubeni and INCJ shall have the right to notify the Company, in writing, that, effective not earlier than the date of such written notice, MOL may exercise the Director Nomination Right set forth in this Section 2.01(a) in the place of, and not in addition to, either Marubeni or INCJ. For the avoidance of doubt, (i) the Director Nomination Right of a Shareholder shall terminate immediately upon the beneficial ownership of such Shareholder being less than 2,500,000 shares of Common Stock of the Company, and any sitting director of the Company nominated pursuant to such Shareholder’s Director Nomination Right shall resign from the Board upon the termination of the Director Nomination Right pursuant to which he or she was nominated; and (ii) paragraph (i) would apply also to MOL in the event that MOL would have the right to exercise the Director Nomination Right. In the event that the Nominating and Corporate Governance Committee determines in its good faith reasonable judgment that a nominee designated pursuant to the Director Nomination Right is not reasonably acceptable in accordance with the requirements of this Section 2.01(a), then the Nominating and Corporate Governance Committee shall provide the Shareholder that designated such nominee a written explanation of the basis for such decision. For the avoidance of doubt, if the Nominating and Corporate Governance Committee determines in its good faith reasonable judgment that a nominee designated pursuant to the Director Nomination Right is not reasonably acceptable in accordance with the requirements of this Section 2.01(a), then the Shareholder that designated such nominee shall be entitled to designate another nominee to serve on the Board. (b) The initial director nominations shall be made not later than the Completion Date, and, with respect to such initial nominations meeting the requirements set forth in this Section 2.01, the Company and the Board shall cause such nominee(s) to be promptly appointed to the Board to serve until the completion of such director’s term or earlier resignation (including resignation in accordance with the provisions of this Section 2.01(b) or removal, provided however, that if an initial director nomination is not made by the Completion Date, such Shareholder having the Director Nomination Right shall have the right to exercise its Director Nomination Right at the next succeeding Nomination Deadline in accordance with this Section 2.01(b). Following the initial director nomination, the Company shall not give or send to its shareholders any notice of any meeting of shareholders at which a Shareholder is eligible to exercise its Director Nomination Right prior to the Nomination Deadline with respect to such meeting and shall include in such notice any nominee designated for appointment, election or re-election to the Board of which a Shareholder exercising the Director Nomination Right notifies the Company in writing not later than the Nomination Deadline, together with all information concerning such nominee reasonably requested by the Company, and upon the designation of a nominee for appointment made by each Nomination Deadline during the Director Nomination Right Period meeting the requirements set forth in this Section 2.01, the Company and the Board shall cause such nominee to be nominated by or at the direction of the Board (or any duly authorized committee thereof) and to be recommended for election at the annual meeting of shareholders for such fiscal year (or such other meeting of the shareholders of the Company convened for the election of directors) and, to the extent necessary, the Company shall solicit the votes of other shareholders of Common Stock in favor of the election of the Shareholder nominees to ensure their election to the Board. If for any individual fiscal year during the Director Nomination Right Period the Director Nomination Right is not exercised by a Shareholder, such Shareholder shall not forfeit their Director Nomination Right and may exercise such right during any successive fiscal year during the Director Nomination Right Period. The Board shall, in its sole discretion (acting reasonably) and in accordance with the Articles of Incorporation and Bylaws, determine the classification assignment of any Director so appointed or elected. For the avoidance of doubt, the second, third, fourth and fifth paragraphs of Article III, Section 3 of the Bylaws do not apply to the Director Nomination Right, and the Director Nomination Right shall be deemed a nomination by the Board pursuant to clause (a) of the first paragraph of Article III, Section 3 of the Bylaws. (c) Any Series B Preferred During the Director elected Nomination Right Period, upon the death, resignation, retirement, disqualification or removal from office (for any reason) of any Shareholder Director, the Shareholder nominating such Shareholder Director shall have the right to designate any replacement for such Shareholder Director, subject to, and in accordance with, the Director Nomination Right provided in Section 2.01(a). For the avoidance of doubt, any Director Nomination Right exercised pursuant to this Section 2 2.01(c) shall not be subject to the notice timing provisions of the Certificate of Designation may be removed at any time, with or without cause bypreceding section, and only bypromptly following receipt of written notice of any designated replacement for such Shareholder Director, the affirmative vote, given at a meeting or by written consent, Board shall appoint such designee to serve on the Board in the class of the holder(s) who designated or nominated Directors previously including such director. The Remaining Directors may be removed at any time, with or without cause by the affirmative vote, given at a meeting or by written consent, of the holders of the Voting Securities, voting together as a single class on an as-converted to Common Stock basisformer Shareholder Director. (d) The Series B Preferred Directors In the event that the Board (or a committee thereof) relies on Section 2.01(a) or Section 2.04 to exclude a nominee selected by a Shareholder pursuant to the Director Nomination Right from management’s slate of nominees (or otherwise takes adverse action with respect to any such Shareholder nominee, including failing to recommend the election of such Shareholder nominee), the Board (or such committee thereof) shall afford the applicable Shareholder a reasonable opportunity to select a replacement nominee for inclusion on management’s slate of nominees. (e) During the Director Nomination Right Period, the Company agrees that a Shareholder Director shall be entitled to reimbursement from the Company for same rights, privileges and compensation applicable to all costs non-executive Directors generally or to which all such non-executive Directors are entitled, including any rights with respect to indemnification arrangements, directors and expenses in attending any meetings officers insurance coverage and other similar protections and expense reimbursement. (f) Until the expiration of the Director Nomination Right Period, each Shareholder shall not, and shall cause its Affiliates not to, nominate any person for appointment or election to the Board except in accordance with the provisions set forth herein. (g) The Board (or any committee thereof) shall have the right to nominate for election the remaining Directors that a Shareholder is not entitled to designate or nominate pursuant to Section 2.01(a). (h) The Company, in accordance with Article I of the Articles of Incorporation, shall as provided in of the Certificate Completion Date, establish the number of Designation. The directors constituting the entire Board at ten (10), and neither the Company nor the Board shall notify take any action to increase the Series B Preferred Directors of all regular and special meetings size of the Board and any committee to greater than ten (10) Directors during the Director Nomination Right Period without the affirmative vote of each Director nominated by a Shareholder pursuant to Section 2.01(a) of this Agreement, provided that nothing contained herein shall prevent from the Company from decreasing the size of the Board to below ten (10) Directors; provided that such decrease does not affect the tenure, term or other rights to serve as a member of the Board of which any of the Series B Preferred Directors is person nominated by a member. The Company shall provide the Series B Preferred Directors with copies of all notices, minutes, consents and other materials provided Shareholder to all other members of serve on the Board concurrently as such materials are provided to the other membersin accordance with Agreement.

Board Representation. For as long as shares of Series A Preferred Stock are outstanding, the Board shall consist of seven members. As long as more than fifty percent (a50%) Until of the occurrence total number of an Investor Rights Termination Eventshares of Series A Preferred Stock issued by the Company are outstanding, (i) there shall be five (5) at each election of directors of the Company, except as otherwise agreed to 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 as directors and the 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 “Series B Preferred Directors”). (b) 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 A Preferred Stock shall have the rightbe entitled, voting separately as a class (to the exclusion of all other classes or series of the Company’s capital stock)separate class, to elect the Series B Preferred Directors, as provided in the Certificate of Designation, and (b) the remaining two (2) directors of the Company. As long EXHIBIT 10.118 (CONTINUED) as fifty percent (50%) or less but more than twenty percent (20%) of the total number of shares of Series A Preferred Stock issued by the Company are outstanding, at each election of directors of the Company the holders of Series A Preferred Stock shall be entitled, voting as a separate class, to elect one (1) director of the Company. Thereafter, as long as any shares of Series A Preferred Stock are outstanding an individual designated by the holders of a majority of the outstanding shares of Series A Preferred Stock (the "Series A Representative") shall have the right to receive notice of and to attend and participate (but not to vote on any matters) at any and all meetings of the Board of Directors. Information furnished to the Series A Representative shall be subject to the confidentiality provisions in Section 8.9 of the Purchase Agreement or to equivalent confidentiality provisions. Each of the Investors does hereby irrevocably authorize and appoint Hunter Capital Group, LLC, a Delaware limited liability company ("Hunter Capital"), as its agent and attorney, with full power of substitution, to designate the Series A Representative (which authorization and appointment of Hunter Capital is coupled with an interest and shall be irrevocable during the term of this Agreement). The remainder of the directors (at least one of whom shall must be independent under applicable Nasdaq and SEC rules, an Independent Director) shall be elected by the holders of Voting Securities, the Series A Preferred Stock and the holders of the Common Stock voting together as a single class on an as-converted to Common Stock basis (the “Remaining Directors”). (c) Any Series B Preferred Director elected pursuant to Section 2 class. By executing this Agreement, each Investor agrees that Hunter Capital is designated as its respective proxy for purposes of designating or selecting one of the Certificate of Designation may directors to be removed at any time, with or without cause by, and only by, the affirmative vote, given at a meeting or elected by written consent, of the holder(s) who designated or nominated such director. The Remaining Directors may be removed at any time, with or without cause by the affirmative vote, given at a meeting or by written consent, of the holders of the Voting Securities, voting together as a single class on an as-converted to Common Stock basisSeries A Preferred Stock. (d) The Series B Preferred Directors shall be entitled to reimbursement from the Company for all costs and expenses in attending any meetings of the Board or any committee thereof, as provided in the Certificate of Designation. The Company shall notify the Series B Preferred Directors of all regular and 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 members of the Board concurrently as such materials are provided to the other members.

Board Representation. (a) Until the occurrence of an Investor Rights Termination Event, The Corporation and each Stockholder shall take such corporate actions as may be reasonably required to ensure that (i) there the number of directors constituting the Board shall not exceed fifteen prior to an IPO, or such higher number as shall be five (5required to satisfy the provisions of Section 2.1(b) directors of the Companyhereof, except as unless otherwise agreed to by Phoenix and the Required Holders or as provided increased in accordance with the Certificate of Designation; Incorporation and By-laws of the Corporation, and (ii) Phoenix shall be entitled the presence of a simple majority of the then directors in office is required to nominate two (2) individual directors or director nominees to serve as directors and constitute a quorum of the 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 “Series B Preferred Directors”)Board. (b) Until Subject to the occurrence terms of an Investor Rights Termination Event, at each Company Stockholders’ Meeting, or upon the taking of a written consent of stockholders for such purpose: this Agreement: (ai) the holders of a majority in voting power of all outstanding shares of Series A Preferred Stock shall be entitled (A) to nominate one individual for election to the Board to serve as a director until his or her successor is elected and qualifies, (B) to nominate such successor, and (C) if such holders so determine to be appropriate, to propose the removal from the Board of such director nominated under the foregoing clause (A) or (B); provided, however that AOL, for so long as it shall hold at least a majority of the shares of Series A Preferred Stock (or Common Stock issuable upon conversion thereof) held by it on the date hereof, shall have the right to designate such individual for such nomination; (ii) the holders of a majority in voting power of all outstanding shares of Series B Preferred Stock shall have the right, voting separately as a class be entitled (A) to nominate two individuals for election to the exclusion Board to serve as directors until their successors are elected and qualify, (B) to nominate each such successor, and (C) if such holders so determine to be appropriate, to propose the removal from the Board of all other classes such directors nominated under the foregoing clause (A) or series (B); provided that Tribune Company, for so long as such party (together with its Affiliates), shall hold at least a majority of the Company’s capital stock), to elect the shares of Series B Preferred DirectorsStock (or Common Stock issuable upon conversion thereof) held by it on the date hereof, shall have the right to designate one of such individuals for such nomination; (iii) the holders of a majority in voting power of all outstanding shares of Series C Preferred Stock shall be entitled (A) to nominate two individuals for election to the Board to serve as provided in the Certificate of Designationdirectors until their successors are elected and qualify, (B) to nominate each such successor, and (bC) if such holders so determine to be appropriate, to propose the removal from the Board of such directors nominated under the foregoing clause (A) or (B); ; provided that each of (x) CIBC Wood Gundy Ventures, Inc. ("CIBC") and (y) ▇▇▇ Interactive Media, Inc., for so long as each such party (together with their respective Affiliates), respectively, shall hold at least a majority of the shares of Series C Preferred Stock (or Common Stock issuable upon conversion thereof) held by such party on the date hereof, shall, respectively, have, at such party's discretion, the right to (i) designate one of such individuals for such nomination or (ii) appoint an Observer to the Board if no such designation is made; (iv) the remaining National Broadcasting Company, Inc. ("NBC"), shall from and after the date hereof and thereafter, for so long as it (together with its Affiliates), shall hold at least fifty percent (50%) of the highest number of shares of Series E Preferred Stock (or Common Stock issuable upon conversion thereof) at any time held by NBC shall be entitled (A) to nominate one individual for election to the Board to serve as director until his or her successor is elected and qualify, (B) to nominate each such successor, and (C) if NBC so determines to be appropriate, to propose the removal from the Board of such director nominated under the foregoing clause (A) or (B); notwithstanding the foregoing, NBC's rights under this Section 2.1(b)(iv) shall cease and terminate in the event that NBC shall have failed to telecast or otherwise deliver in accordance with the terms of the Letter Agreement dated November 11, 1998 (the "Letter Agreement"), between the Corporation and NBC, the First Tranche (as defined in the Letter Agreement) of advertising in accordance with the Letter Agreement; (v) the holders of a majority in voting power of all outstanding shares of Series D Preferred Stock shall be entitled (A) to nominate one individual for election to the Board to serve as a director until his or her successor is elected and qualifies, (B) to nominate such successor, and (C) if such holders so determine to be appropriate, to propose the removal from the Board of such director nominated under the foregoing clause (A) or (B); provided, that ▇▇▇▇▇ Healthcare Corporation, for so long as it (together with its Affiliates), shall hold at least a majority of Series D Preferred Stock (or Common Stock issuable upon conversion thereof) held by it on the date hereof, shall have the right to designate such individual for such nomination; (vi) the holders of a majority in voting power of all Founder Shares shall be entitled (A) to nominate two individuals for election to the Board to serve as directors until their successors are elected and qualify, (B) to nominate each such successor, and (C) if such holders so determine to be appropriate, to propose the removal from the Board of any director nominated under the foregoing clause (A) or (B); (vii) if the then Chairman of the Board at any time determines in his or her discretion to recommend to the Board that an Independent Individual be added to the Board and so recommends to the Board, then each Stockholder shall vote all Voting Shares held by such Stockholder in favor of increasing the authorized number the directors by one director if necessary to effectuate the provisions of this Section 2.1(b)(vi) and the Board (acting by majority vote) shall (A) be entitled to designate an Independent Individual for election to the Board to serve as director until his or her successor is elected and qualifies, (B) nominate each such successor and (C) if the Board, acting by majority vote, so determines to be appropriate, to propose the removal from the Board of the Independent Individual (the "Independent Individual Election") (it being understood that the Independent Individual Election may only occur as to one Independent Individual during the term of this Agreement); (viii) Intel Corporation ("Intel"), (A) for so long as Intel (together with its Affiliates) shall hold shares of Series C Preferred Stock (or Common Stock issuable upon conversion thereof) shall have, at its discretion, the right to appoint an Observer to the Board and (B) for so long as Intel (together with its Affiliates) shall hold at least a majority of the shares of Series C Preferred Stock (or Common Stock issuable upon conversion thereof) held by it on the date hereof the right to designate an Observer and upon the occurrence of an Independent Individual Election and only for so long the Independent Individual contemplated by Section 2.1(b)(vii) shall serve on the Board, to convert its right to appoint an Observer, exercisable by written notice to the Corporation and the other Stockholders, into the right (1) to nominate an individual for election to the Board to serve as a director until his or her successor is elected and qualifies, (2) directors to nominate each successor and (3) if Intel so determines to be appropriate, to propose the removal from the Board of any director nominated under the foregoing clause (1) or (2); and in such event each Stockholder shall vote all Voting Shares held by such Stockholder in favor of increasing the authorized number of directors, if necessary, by one director if necessary to effectuate the provisions of this Section 2.1(b)(viii); (ix) as a result of the Company, each increase in the authorized number of whom directors pursuant to Sections 2.1(b)(vii) and (viii) such authorized number of directors shall be independent under applicable Nasdaq and SEC rulesan even number, shall be elected then if the Board (acting by majority vote) determines to increase further the holders number of Voting Securities, voting together authorized directors by one Independent Individual (so as a single class on to increase the authorized number of directors to an as-converted to Common Stock basis odd number) (the “Remaining Directors”"Odd Director"). , then each Stockholder shall vote all Voting Shares held by such Stockholders in favor of so further increasing the authorized number of directors and the Board (cacting by majority vote) Any Series B Preferred Director elected pursuant to Section 2 of the Certificate of Designation may be removed at any time, with or without cause by, and only by, the affirmative vote, given at a meeting or by written consent, of the holder(s) who designated or nominated such director. The Remaining Directors may be removed at any time, with or without cause by the affirmative vote, given at a meeting or by written consent, of the holders of the Voting Securities, voting together as a single class on an as-converted to Common Stock basis. (d) The Series B Preferred Directors shall be entitled to reimbursement from (A) designate the Company Odd Director for all costs and expenses in attending any meetings of election to the Board to serve until his or any committee her successor is elected and qualifies and (B) nominate each such successor. (x) Rho, for so long as it (together with its Affiliates) shall hold at least a majority of Preferred Stock (or Common Stock issuable upon conversion thereof) held by it on March 6, as provided in the Certificate of Designation. The Company 1998, shall notify the Series B Preferred Directors of all regular and special meetings of be entitled (A) to nominate one individual for election to the Board to serve as a director until his or her successor is elected and any committee of qualifies, (B) to nominate such successor, (C) if Rho so determines to be appropriate, to propose the removal from the Board of which any such director nominated under the foregoing clause (A) or (B) and (D) to appoint an Observer to the Board if no nomination is made pursuant to clause (A) above; and (xi) Following the consummation by the Corporation of an IPO and for six months thereafter, a majority of the Series B Preferred Directors Venture Investors (as hereinafter defined) acting together shall be entitled (A) to nominate two individuals for election to the Board to serve as a director until his or her successor is a memberelected and qualifies, assuming that the Board consists of seven directors, and, in the event the Board consists of more than seven directors, such greater number of individuals as shall constitute two-sevenths of such number of directors on the Board, (B) to nominate such successor, and (C) if such holders so determine to be appropriate, to propose the removal from the Board of such director nominated under the foregoing clause (A) or (B). The Company shall provide the Series B Preferred Directors with copies of all noticesAs used herein, minutes"Venture Investors" means, consents and other materials provided to all other members each of the Board concurrently as such materials are provided following stockholders of the Company that holds (when aggregated with its affiliated entity or entities identified below) at least two and one-half percent of the outstanding voting capital stock of the Company immediately prior to the other membersan IPO: Rho Management Trust I, CIBC Wood Gundy Ventures, Inc., ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ VII., KPCB Information Sciences Zaibatsu Fund II, Convergence Entrepreneurs Fund I, Convergence Ventures I, L.P., Transatlantic Venture Partners C.V., TCV II Strategic Partners, L.P., TCV II, (Q), L.P., TCV II, V.O.F., Technology Crossover Ventures II, C.V., Technology Crossover Ventures II, L.P., ▇▇▇▇▇ Capital, National Bank of Kuwait, Boston Millennia Associates I Partnership and Boston Millennia Partners Limited Partnership.

Board Representation. (a) Until At the occurrence Closing, the Company shall appoint two Directors designated by the Investor Shareholders for election by the Board and obtain resignations from two of an Investor Rights Termination Eventthe Directors that are not Independent Directors serving on the Board such that the Board shall consist initially of seven Directors. During the Term of this Agreement, (i) there the Investor Shareholders, acting as a group (by majority vote based on number of shares of Common Stock held), shall be five (5) directors have the right to nominate for election to the Board two Directors to the Board for so long as the Investor Shareholder Group collectively owns of record a number of shares of Common Stock equal to at least 10% of the Companythen outstanding Common Stock (the “Investor Directors”), except as otherwise agreed to 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 as directors and the Required Holders shall be entitled to nominate one (1) individual director or director nomineeExisting Shareholders, who shall be independent under applicable Nasdaq and SEC rules, to serve acting as a directorgroup (by majority vote based on number of shares of Common Stock held), as provided in the Certificate of Designation (collectively, the “Series B Preferred Directors”). (b) 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 (right to nominate for election to the exclusion Board two Directors to the Board for so long as the Existing Shareholder Group collectively owns of all other classes or series record a number of shares of Common Stock equal to at least 10% of the Company’s capital stock), to elect the Series B Preferred Directors, as provided in the Certificate of Designation, 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 holders of Voting Securities, voting together as a single class on an as-converted to then outstanding Common Stock basis (the “Remaining Existing Shareholder Directors”). ) and (ciii) Any Series B Preferred the Investor Directors and the Existing Shareholder Directors shall jointly nominate three Independent Directors. In addition, in the event that the Board (including at least one Investor Director elected pursuant and one Existing Shareholder Director) determines to Section 2 increase the number of the Certificate of Designation may directors above seven, such additional directors shall be removed at any time, with or without cause by, Independent Directors and only by, the affirmative vote, given at a meeting or by written consent, of the holder(s) who designated or shall be jointly nominated such director. The Remaining Directors may be removed at any time, with or without cause by the affirmative voteInvestor Directors and the Existing Shareholder Directors. Any nomination for the replacement of (x) a Investor Director prior to the expiration of his or her respective term shall be made by the remaining Investor Director or, given at a meeting if no Investor Directors remain, by the Investor Shareholders, (y) an Existing Shareholder Director prior to the expiration of his or her respective term shall be made by written consentthe remaining Existing Shareholder Director or, if no Existing Shareholder Directors remain, by the Existing Shareholders or (z) an Independent Director prior to the expiration of his or her respective term shall be made jointly by the holders of Investor Directors and the Voting SecuritiesExisting Shareholder Directors; provided, voting together as a single class on an as-converted to Common Stock basis. (d) The Series B Preferred however, that the current independent Directors shall be entitled to reimbursement from serve through the Company for all costs and expenses in attending any meetings earlier to occur of their resignation or the expiration of their respective current terms and; provided, further that to the extent that the Board or any committee member thereof reasonably believes that it would be contrary to his, her or its fiduciary duties to the Company and its shareholders to nominate any Investor Director or Existing Shareholder Director to the Board or any Committee thereof, as provided in the Certificate Board, or any member thereof, may refuse to make such nomination and such refusal shall not be deemed a breach of Designation. The Company shall notify the Series B Preferred Directors of all regular and 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 members of the Board concurrently as such materials are provided to the other membersthis Agreement.

Board Representation. (a) Until Upon the occurrence of the Second Closing, (i) the Company shall increase the size of the Board by two directors and (ii) the Board shall fill these vacancies with two persons designated by the Investor who shall be reasonably acceptable to the Board (including that each such person shall have had at least five years of private industry experience, generally confirm the Company’s mission and strategy and qualify as “independent” in accordance with Nasdaq and the Exchange Act) and shall meet all qualifications required by written 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 time that apply to all nominees for the Board (a “Qualified Nominee”), all as set forth under “Corporate Governance” on the Company’s website at ▇▇▇.▇▇▇▇▇▇▇.▇▇▇. In addition, the applicable definitions of “independent” as currently in effect are set forth on Exhibit C attached hereto. (b) Following the Second Closing and until the occurrence of an Investor Rights Termination Event, (i) there shall be five (5) directors at each annual meeting of the stockholders of the Company, except the Board shall nominate and recommend for election two Qualified Nominees designated by the Investor to serve as otherwise agreed 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 Phoenix the Investor and serving on the Required Holders 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 limited to two persons); 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 other nominees to the Board, including that the Company will not be obligated to pay extraordinary costs with regard to the election of such Qualified Nominees as provided in the Certificate of Designation; directors and (ii) Phoenix upon the death, disability, retirement, resignation, removal or other vacancy of a director designated by the Investor, the Board shall be entitled to nominate two (2) individual directors or director nominees to serve as directors and the 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 elect as a director, as provided in director to fill the Certificate of Designation (collectively, the “Series B Preferred Directors”). (b) Until the occurrence of an Investor Rights Termination Event, at each Company Stockholders’ Meeting, or upon the taking of vacancy so created 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 exclusion of all other classes or series of the Company’s capital stock), to elect the Series B Preferred Directors, as provided in the Certificate of Designation, 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 Qualified Nominee designated by the holders of Voting Securities, voting together as a single class on an as-converted Investor to Common Stock basis (the “Remaining Directors”)fill such vacancy. (c) Any Series B Preferred Director elected pursuant to Section 2 Each of the Certificate 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 Designation may be removed at any time, with or without cause bythe Board, and only by, the affirmative vote, given at a meeting or by written consent, of the holder(s) who designated or nominated such director. The Remaining Directors may be removed at any time, with or without cause by the affirmative vote, given at a meeting or by written consent, of the holders of the Voting Securities, voting together as a single class on an as-converted to Common Stock basis. (d) The Series B Preferred Directors shall be entitled to reimbursement from the Company for all costs and documented, reasonable out-of-pocket expenses incurred in attending any meetings of the Board or any committee committees thereof, to the same extent as provided in the Certificate other members of Designationthe Board. The Company shall notify the Series B Preferred Directors 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 any of the Series B Preferred Directors respective Board Representative is a member. The Company shall provide the Series B Preferred Directors 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 Qualified Nominee or a Board Representative, (ii) the Company shall have no obligation under paragraphs (a) — (c) of this Section 2.3 and (iii) neither the Investor nor any person designated by Investor as provided above in this Section 2.3 shall have any rights under this Section 2.3.

Board Representation. (a) Until the occurrence Investor (together with any Investor Wholly-Owned Affiliates, in the case of a Permitted Transfer) ceases to own more than ten percent (10%) of the Outstanding Common Shares (the “Nominee Right Threshold”), the Investor shall be entitled to nominate, by written notice to the Company (an “Investor Nominee Notice”) one individual to the Board (the “Investor Nominee”). For greater certainty, at no time shall the Investor be entitled to nominate more than one individual to the Board. Each Investor Nominee shall, prior to his or her nomination or appointment to the Board, provide all information and sign all documents required to be provided and signed pursuant to applicable Securities Laws and shall be required to meet the individual qualification requirements for directors under Applicable Law (the “Legal Qualification Requirement”) and be approved by the Company as determined in the reasonable and good faith discretion of the Board or committee thereof (together with the Legal Qualification Requirement, the “Qualification Requirements”). In connection with the foregoing, if and for so long as the Investor is entitled to nominate an Investor Rights Termination Event, Nominee: (i) there at the annual meeting of shareholders of the Company to be held in 2019 and at each subsequent meeting of shareholders on the Company thereafter at which directors are to be elected, the Company shall cause the Investor Nominee to be five included in the slate of nominees proposed by the Company to the shareholders of the Company for election as directors; (5ii) the Company shall use commercially reasonable efforts to cause the election of the Investor Nominee, including recommending that shareholders of the Company vote in favour of the election of, and soliciting proxies in favour of the election of, the Investor Nominee; (iii) the Company shall provide written notice to the Investor of any: (A) annual meeting of the shareholders of the Company at which directors of the Company are to be elected at least sixty (60) days prior to the date of such annual meeting of shareholders of the Company and (B) in the case of a special meeting (which is not also an annual meeting) of shareholders of the Company called for the purpose of electing directors (whether or not called for other purposes), as soon as practicable, and, in any event, at the earlier of the date that a notice of meeting is filed for such meeting or the date on which the first public announcement of the date of such meeting was made; (iv) an Investor Nominee Notice must be received by the Company: (A) in the case of an annual meeting of shareholders of the Company, except as otherwise agreed not less than fifty (50) days prior to by Phoenix and the Required Holders or as provided date of such annual meeting of shareholders of the Company; provided, however, that in the Certificate event that the annual meeting of Designationshareholders of the Company is to be held on a date that is less than fifty (50) days after the date (the “Investor Nominee Notice Date”) that is the earlier of the date that a notice of meeting is filed for such meeting or the date on which the first public announcement of the date of the annual meeting was made, an Investor Nominee Notice must be received by the Company no later than the close of business on the tenth (10th) day following the Investor Nominee Notice Date; and and (iiB) Phoenix in the case of a special meeting (which is not also an annual meeting) of shareholders of the Company called for the purpose of electing directors (whether or not called for other purposes), not later than the close of business on the tenth (10th) day following the day that is the earlier of the date that a notice of meeting is filed for such meeting or the date on which the first public announcement of the date of such meeting was made, but in any event no later than ten (10) days preceding the date on which the Company is required by Securities Law to mail a management information circular in respect of the meeting, provided that the Company shall have notified the Investor of such date as soon as practicable. In no event shall any adjournment or postponement of a meeting of shareholders of the Company or the announcement thereof commence a new time period for the delivery or mailing of an Investor Nominee Notice as described in this Section 4.4(a)(iv). (v) notwithstanding anything to the contrary herein, if the Investor does not advise the Company of its Investor Nominee within the time set forth in Section 4.4(a)(iv), then the Company shall not be required to include the Investor Nominee in the slate of nominees proposed by the Company to the shareholders of the Company for election as directors at the relevant meeting of shareholders; (vi) if the Investor Nominee ceases to satisfy the Qualification Requirements, at the request of the majority of the members of the Board, the Investor Nominee shall resign from the Board effective immediately; (vii) if an Investor Nominee ceases to hold office as a director of the Company for any reason (unless the Investor (together with any Investor Wholly-Owned Affiliates, in the case of a Permitted Transfer) no longer holds the Nominee Right Threshold), including if the Investor Nominee ceases to satisfy the Qualification Requirements, the Investor shall be entitled to nominate two (2) an individual directors that satisfies the Qualification Requirements to replace him or director nominees to serve her as directors a new Investor Nominee and the Required Holders Company shall promptly take all steps as may be necessary to appoint such individual to the Board to replace an Investor Nominee who has ceased to hold office; (viii) the Investor Nominee Notice and any other notice proposing a nominee shall contain sufficient information to allow the Company to determine whether the proposed nominee satisfies the Qualification Requirements and, prior to nominating an Investor Nominee, the Investor will give due consideration to the view of the independent members of the Board as to whether such person is an appropriate addition to the Board given his or her skill set; (ix) the Investor Nominee shall be entitled provided with equivalent indemnification from the Company and directors’ insurance as the other members of the Board; (x) the Company shall maintain directors’ insurance coverage that is appropriate in form and substance for companies similar to nominate one the Company in the jurisdictions in which the Company operates; and (1xi) individual director or director nominee, who the Investor Nominee shall be independent provided with notice of Board meetings as is required to be given to Board members under applicable Nasdaq and SEC rules, to serve as a director, as provided in the Certificate constating documents of Designation (collectively, the “Series B Preferred Directors”)Company. (b) Until The Investor acknowledges and agrees that 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 Nominee may not be entitled to certain information made available to other members of the Series B Preferred Stock shall have Board or may be excluded from meetings of the rightBoard or applicable portions thereof in the event that such information or meetings relate to actual or potential conflicts of interest between the Company and one or more Investor Group Parties, voting separately including pursuant to section 120 of the Canada Business Corporations Act or as a class (otherwise required under Applicable Laws, as and to the exclusion of all other classes or series of the Company’s capital stock), to elect the Series B Preferred Directors, as provided in the Certificate of Designation, 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 extent determined by the holders of Voting SecuritiesBoard, voting together as a single class on an as-converted to Common Stock basis (the “Remaining Directors”)acting reasonably. (c) Any Series B Preferred Director elected The Investor shall forthwith notify the Company in writing if the Investor (together with any Investor Wholly-Owned Affiliates, in the case of a Permitted Transfer) ceases to hold the Nominee Right Threshold. At the request of the Company at any point after the Investor (together with any Investor Wholly-Owned Affiliates, in the case of a Permitted Transfer) ceases to hold the Nominee Right Threshold, the Investor Nominee shall resign from the Board, effective immediately and the Investor shall have no further right hereunder to designate an Investor Nominee and the Company shall cease to have any obligations pursuant to this Section 2 of 4.4. In determining whether it holds the Certificate of Designation may be removed at any time, with or without cause by, and only byNominee Right Threshold, the affirmative vote, given at a meeting or by written consent, Investor is entitled to rely on the number of Outstanding Common Shares most recently disclosed in the holder(s) who designated or nominated such director. The Remaining Directors may be removed at any time, with or without cause disclosure documents filed by the affirmative vote, given at a meeting or by written consent, Company with the Securities Regulators that are available on SEDAR and E▇▇▇▇ unless the Investor has actual knowledge that the number of the holders of the Voting Securities, voting together as a single class on an as-converted to Outstanding Common Stock basisShares is different from such disclosed number. (d) The Series B Preferred Directors Upon an Investor Nominee joining the Board, he or she shall sign an undertaking whereby he or she will offer his or her resignation from the Board in the circumstances mentioned in Sections 4.4(a)(vi) and 4.4(c). (e) Subject to Applicable Law and provided that the Investor (together with any Investor Wholly-Owned Affiliates, in the case of a Permitted Transfer) holds the Nominee Right Threshold, the Board shall use commercially reasonable efforts to cause the appointment of Pierre-Etienne Franc as the initial Investor Nominee to the Board as soon as reasonably practicable following the Closing Date and, upon such appointment, Pierre-Etienne Franc shall be entitled to reimbursement from serve on the Board until the annual meeting of shareholders of the Company for all costs and expenses in attending any meetings at which directors of the Board or any committee thereof, as provided Company are to be elected in the Certificate of Designation. The Company shall notify the Series B Preferred Directors of all regular and 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 members of the Board concurrently as such materials are provided to the other members2019.

Board Representation. (a) Until the occurrence of an Investor Rights Termination EventThe Company, (i) there shall be five (5) directors subject to its fiduciary duties under applicable state law and each of the CompanyStockholders agree and acknowledge that each of JEDI (until it and its Permitted Transferees no longer own any shares of Common Stock or New Securities) and TCW (until it and its Permitted Transferees no longer own any shares of Common Stock or New Securities) shall have the right, except exercisable at any time and acting alone, to elect one or more members of the Board of Directors of the Company as otherwise agreed determined below. The Stockholders shall at all times cause the number of directors constituting the whole Board of Directors to by Phoenix be no greater than five plus the number of directors elected pursuant to this Section 5. The number of directors that each of JEDI and the Required Holders or as provided in the Certificate of Designation; and (ii) Phoenix TCW shall be entitled to nominate two (2) individual directors or director nominees to serve as directors and the Required Holders elect shall be entitled that number of directors that represents a percentage of the entire board of directors that is as close as possible to nominate one (1) individual the percentage of outstanding shares of Common Stock held by JEDI or TCW, as the case may be, but in no case less than one. Any director elected by JEDI pursuant to this Section 5 may be removed only by JEDI, and any vacancy resulting from the resignation, removal or death of any director elected by JEDI may be filled only by JEDI, and neither the Company nor any Stockholder other than JEDI shall take any action to remove any such director or fill any such vacancy. Any director nomineeelected by TCW pursuant to this Section 5 may be removed only by TCW, who and any vacancy resulting from the resignation, removal or death of any director elected by TCW may be filled only by TCW, and neither the Company nor any Stockholder other than TCW shall be independent under applicable Nasdaq and SEC rules, take any action to serve as a director, as provided in the Certificate of Designation (collectively, the “Series B Preferred Directors”)remove any such director or fill any such vacancy. (b) Until In order to facilitate the occurrence rights of an Investor Rights Termination Event, at each Company Stockholders’ Meeting, or upon the taking of a written consent of stockholders for such purpose: JEDI set forth in paragraph (a) the holders of this Section 5, each of the Series B Preferred Stock Stockholders other than JEDI hereby grants to JEDI its proxy, which (being coupled with an interest) shall have be irrevocable, to take any of the rightfollowing actions, voting separately as either by written consent or at a class (to the exclusion of all other classes or series meeting of the Company’s capital stock), 's stockholders: (i) to amend the Bylaws of the Company to increase the maximum authorized number of directors if necessary to allow JEDI to elect the Series B Preferred Directors, as provided in number of directors that it is entitled to elect pursuant to this Section 5; (ii) to increase the Certificate number of Designation, directors constituting the entire Board of Directors to allow JEDI to elect the number of directors that it is entitled to elect pursuant to this Section 5 and to elect directors to fill the vacancies created by such increase; (iii) to remove a director elected by JEDI pursuant to clause (ii) or (iv); and (biv) to fill any vacancy on the remaining two (2) directors Board of Directors resulting from the Companyremoval, each resignation or death of whom shall be independent under applicable Nasdaq and SEC rules, shall be a director elected by JEDI pursuant to clause (ii) or this clause (iv). The proxy granted hereby shall terminate upon the holders termination of Voting Securities, voting together as a single class on an as-converted JEDI's right to Common Stock basis elect directors pursuant to paragraph (the “Remaining Directors”)a) of this Section 5. (c) Any Series B Preferred Director elected pursuant In order to facilitate the rights of TCW set forth in paragraph (a) of this Section 2 5, each of the Certificate Stockholders other than TCW hereby grants to TCW its proxy, which (being coupled with an interest) shall be irrevocable, to take any of Designation may be removed at any timethe following actions, with either by written consent or without cause by, and only by, the affirmative vote, given at a meeting or by written consent, of the holder(sCompany's stockholders: (i) who designated to amend the Bylaws of the Company to increase the maximum authorized number of directors if necessary to allow TCW to elect the number of directors that it is entitled to elect pursuant to this Section 5; (ii) to increase the number of directors constituting the entire Board of Directors to allow TCW to elect the number of directors that it is entitled to elect pursuant to this Section 5 and to elect directors to fill the vacancies created by such increase; (iii) to remove a director elected by TCW pursuant to clause (ii) or nominated such director(iv); and (iv) to fill any vacancy on the Board of Directors resulting from the removal, resignation or death of a director elected by TCW pursuant to clause (ii) or this clause (iv). The Remaining Directors may be removed at any time, with or without cause by proxy granted hereby shall terminate upon the affirmative vote, given at a meeting or by written consent, termination of the holders TCW's right to elect directors pursuant to paragraph (a) of the Voting Securities, voting together as a single class on an as-converted to Common Stock basisthis Section 5. (d) The Series B Preferred Directors Company and each Stockholder hereby agrees that each of JEDI and TCW shall be entitled to reimbursement from (a) receive prior notice of any action proposed to be taken by the Board of Directors of the Company for all costs and expenses in attending any meetings of the Board (or any committee thereof), (b) receive such notices as provided in the Certificate of Designation. The Company shall notify the Series B Preferred Directors of all regular and special meetings required to be given to directors of the Board and Company of any committee meeting of the Board of which any Directors of the Series B Preferred Directors is a member. The Company shall provide the Series B Preferred Directors with copies (or any committee thereof), (c) in lieu of all notices, minutes, consents and other materials provided its right to all other elect one or more members of the Board concurrently of Directors of the Company provided above) designate no more than two persons to attend any meeting of the Board of Directors of the Company, as observers, (d) receive, promptly upon completion, all written management reports and written management accounts relating to the Company, to the extent such materials reports and accounts are provided to the other members.Board of Directors of the Company (or any committee thereof)

Board Representation. (a) Until For so long as the occurrence of an Investor Rights Termination EventPurchasers hold, directly or indirectly, any Shares, the Purchasers (icollectively and not individually) there shall be five (5) directors entitled to, at each annual meeting of the Company’s shareholders, except nominate a number of directors (such Person(s), the “Purchaser Designee(s)”) to serve on the Board of Directors (such number of directors rounded down or up to the nearest whole number (which may be zero) (e.g., if such number equaled 0.5, the Purchasers would be entitled to one Purchaser Designee, and if such number equaled 0.49, the Purchasers would be entitled to zero Purchaser Designees) equal to the number of current directors multiplied by a fraction, the numerator of which will be the number of full shares of Common Stock into which the then outstanding Shares held, directly or indirectly, by the Purchasers could be converted at the then applicable Conversion Rate (as otherwise agreed to by Phoenix and the Required Holders or as provided defined in the Certificate of Designation; Amendment), and the denominator of which will be the sum of (ii1) Phoenix shall be entitled to nominate two the number of shares of Common Stock then outstanding plus (2) individual directors the number of full shares of Common Stock into which the then outstanding Shares held, directly or indirectly, by the Purchasers could be converted at the then applicable Conversion Rate; provided, however, that such nomination is subject to such Purchaser Designee’s satisfaction of all applicable requirements regarding service as a director nominees to serve as directors and of the Required Holders shall be entitled to nominate one (1) individual director or director nominee, who shall be independent Company under applicable Nasdaq and SEC rules, to serve Law or stock exchange rules regarding service as a director, director and such other criteria and qualifications for service as provided a director applicable to all directors of the Company and in effect from time to time. In the Certificate of Designation (collectivelyevent that a Purchaser Designee is nominated, the “Series B Preferred Directors”Company shall (x) include such Purchaser Designee in its slate of nominees for election to the Board of Directors at each annual meeting of the Company’s shareholders and (y) recommend that the Company’s shareholders vote in favor of the election of the Purchaser Designee(s). 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 designation. Notwithstanding the foregoing, the rights of the Purchasers under this Section 5.6(a) shall terminate immediately at such time as the Purchasers (collectively and not individually) cease to own, directly or indirectly, any Shares. (b) Until If any Purchaser Designee ceases to serve on the occurrence Board of an Investor Rights Termination EventDirectors for any reason during his or her term, 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 vacancy created thereby shall have the right, voting separately as a class (to the exclusion of all other classes or series of the Company’s capital stock), to elect the Series B Preferred Directors, as provided in the Certificate of Designationbe filled, and (b) the remaining two (2) directors Company shall cause the Board of Directors to fill such vacancy, with a new Purchaser Designee eligible to serve on the Company, each Board of whom shall be independent under applicable Nasdaq and SEC rules, shall be elected by the holders of Voting Securities, voting together as a single class on an as-converted to Common Stock basis (the “Remaining Directors”Directors in accordance with Section 5.6(a). (c) Any Series B Preferred Director elected pursuant For the avoidance of doubt, a Purchaser Designee shall be entitled (i) to Section 2 the same retainer, equity compensation and other fees or compensation, including travel and expense reimbursement, paid to the non-executive directors of the Certificate Company for his or her service as a director and (ii) to the same indemnification rights as other non-executive directors of Designation may be removed at any time, with or without cause bythe Company, and only bythe Company shall maintain, in full force and effect, directors’ and officers’ liability insurance in reasonable amounts to the affirmative vote, given at a meeting or by written consent, same extent it now indemnifies and provides insurance for the non-executive directors on the Board of the holder(s) who designated or nominated such directorDirectors. The Remaining Directors may A Purchaser Designee shall be removed at any time, with or without cause bound by the affirmative vote, given at a meeting or by written consent, of same confidentiality restrictions as the holders of the Voting Securities, voting together as a single class on an asother non-converted to Common Stock basisexecutive directors. (d) The Series B Preferred Directors shall be entitled If, pursuant to reimbursement from the Company for all costs and expenses in attending any meetings Section 10(C) of the Board or any committee thereof, as provided in the Certificate of Designation. The Company shall notify Amendment, the Series B Preferred Directors Purchasers are entitled to vote for the election of all regular and special meetings of the Board and any committee of additional directors on the Board of which any Directors, the number of Purchaser Designee(s) that the Purchasers shall be permitted to nominate at an annual meeting of the Series B Preferred Directors is a member. The Company Company’s shareholders pursuant to Section 5.6(a) shall provide be reduced by two. (e) For the Series B Preferred Directors with copies avoidance of all noticesdoubt, minutes, consents and other materials provided to all other members the rights of the Board concurrently as such materials are Purchasers provided for in this Section 5.6 shall not be transferrable to the any other membersPerson.

Board Representation. (a) Until From the occurrence date of an Investor Rights Termination Eventthis Agreement, the Company and, after the Effective Time, the Surviving Corporation, shall take all Necessary Actions such that: (i) there Immediately following the Effective Time, a nominee selected by Sponsor, subject to the Company’s reasonable approval (the “Sponsor Director”), shall serve as a director of the Surviving Corporation for a term expiring at the second annual meeting of stockholders of the Company following the Effective Time (the “Sponsor Director Term”); (ii) Should the Sponsor Director resign from the Board, become unable to serve on the Board due to death, disability or other reasons or otherwise cease to serve on the Board for any reason (including failure to be five (5) directors elected by the shareholders of the Company) prior to the expiration of the Sponsor Director Term, except the Sponsor will have the right to designate a replacement director who shall serve as otherwise agreed a director of the Company for the remainder of the Sponsor Director Term, subject to by Phoenix the Company’s reasonable approval; and (i) From the Effective Time until such time as the Lock-up Period has ended and 100% of the Required Holders or as provided Sponsor Shares have vested (such period, the “Board Observer Term”), Sponsor shall have the right to designate a non-voting observer (in such capacity, the Certificate of Designation; and “Board Observer”), who shall initially be ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ (ii) Phoenix “▇▇. ▇▇▇▇▇▇▇▇”), who shall be entitled to nominate two attend each regularly scheduled, special and other meeting (2including telephonic meetings) individual directors 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 time and in the manner as are provided to the Board or director nominees 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; provided, that should ▇▇. ▇▇▇▇▇▇▇▇ become unable to serve as directors and the Required Holders shall be entitled Board Observer due to nominate one (1) individual director death, disability or director nomineeother reasons or otherwise cease to serve as the Board Observer for any reason prior to the expiration of the Board Observer Term, the Sponsor will have the right to designate a Person, subject to the Company’s reasonable approval, who shall be independent under applicable Nasdaq and SEC rules, to serve as a director, as provided in the Certificate of Designation (collectively, Board Observer until the “Series B Preferred Directors”). (b) 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 end of the Series B Preferred Stock Board Observer Term; provided, further, that the Board Observer shall have enter into a mutually acceptable, customary confidentiality agreement in form and substance reasonably satisfactory to the rightCompany, voting separately and shall also agree to hold any information received as a class (Board Observer subject to the exclusion of all other classes or series fiduciary duties that such Board Observer would have to the Company and its stockholders were such Board Observer a director of the Company’s capital stock); provided, to elect further, that the Series B Preferred Directors, as provided in the Certificate of Designation, 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 holders of Voting Securities, voting together as a single class on an as-converted to Common Stock basis (the “Remaining Directors”). (c) Any Series B Preferred Director elected pursuant to Section 2 of the Certificate of Designation Board Observer may be removed at excluded from access to any time, with or without cause by, and only by, the affirmative vote, given at a portion of any meeting or by written consent, of the holder(s) who designated or nominated such director. The Remaining Directors may be removed at any time, with or without cause by the affirmative vote, given at a meeting or by written consent, of the holders of the Voting Securities, voting together as a single class on an as-converted to Common Stock basis. (d) The Series B Preferred Directors shall be entitled to reimbursement from the Company for all costs and expenses in attending any meetings of the Board or any committee thereof, thereof or any portion of meeting materials relating thereto as provided determined in the Certificate Board’s discretion (including if the Board determines that (A) such exclusion is reasonably necessary to (1) preserve attorney-client, work product or similar privilege, (2) comply with applicable law, or (3) protect highly confidential information of Designationthe Company or confidential information of third parties that the Company is required to hold in confidence or (B) such access could reasonably be expected to result in an actual or potential conflict of interest with the Company provided, however, that such exclusion shall not extend to any portion of the meeting or meeting materials that does not involve or pertain to such exclusion). The Company For the avoidance of doubt, the Board Observer shall notify not be a member of the Series B Preferred Directors of all regular Board, and special meetings accordingly shall not be permitted to vote at any meeting of the Board and or be counted for purposes of determining whether there is a sufficient quorum for the Board to conduct its business. (b) Notwithstanding anything to the contrary herein, any committee 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 another Person reasonably acceptable to the Company to serve as the Board Observer until the end of the Board of which any of the Series B Preferred Directors is a member. Observer Term. (c) The Company agrees that any director serving on the Board pursuant to this Section 6 shall provide be entitled to the Series B Preferred Directors with copies of all notices, minutes, consents same rights and other materials provided privileges applicable to all other members of the Board concurrently as generally or to which all such materials members of the Board are provided 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 membersmembers 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. (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 attendance at meetings of the Board and any committees thereof. The Company shall use commercially reasonable efforts to 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) Until Each of the EnLink Entities shall take all actions necessary or advisable to cause one director serving on the board of directors (or other applicable governing body of the general partner of the Partnership, which as of the date of this Agreement is the General Partner) (such governing body, the “Board”) to be designated by the Investor, in its sole discretion (the “Investor Designated Director”), at all times from the date of this Agreement until the occurrence of an Investor Rights a Designation Right Termination EventEvent (as defined below), (i) there shall be five (5) directors at which time the right of the CompanyInvestor under this Agreement to designate a member of the Board shall terminate; provided, except as otherwise agreed to by Phoenix however, that such Investor Designated Director shall have the requisite skill 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 as directors and the Required Holders shall be entitled to nominate one (1) individual director or director nominee, who shall be independent under applicable Nasdaq and SEC rules, experience to serve as a director, director of a public company and such Investor Designated Director shall not be prohibited from serving as provided in a director of the Certificate General Partner pursuant to any rule or regulation of the Commission or the NYSE. Prior to a Designation (collectively, the “Series B Preferred Directors”). (b) Until the occurrence of an Investor Rights Right 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 exclusion of all other classes or series of the Company’s capital stock), to elect the Series B Preferred Directors, as provided in the Certificate of Designation, 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 holders of Voting Securities, voting together as a single class on an as-converted to Common Stock basis (the “Remaining Directors”). (c) Any Series B Preferred any Investor Designated Director elected pursuant to Section 2 of the Certificate of Designation may be removed by the Investor at any time, with or without cause by“cause” (as defined below), and by a majority of the other director(s) then serving on the Board only byfor “cause” (as defined below), but not by any other party, and any vacancy in such position shall be filled solely by the Investor. As used herein, “cause” means that the Investor Designated Director (i) is prohibited from serving as a director of the General Partner under any rule or regulation of the Commission or the NYSE, (ii) has been convicted of a felony or misdemeanor involving moral turpitude, (iii) has engaged in acts or omissions against the Partnership constituting dishonesty, breach of fiduciary obligation, or intentional wrongdoing or misfeasance, or (iv) has acted intentionally or in bad faith in a manner that results in a material detriment to the assets, business or prospects of the Partnership and its direct or indirect subsidiaries. Any action by the Investor to designate, remove or replace an Investor Designated Director shall be evidenced in writing furnished to the General Partner, shall include a statement that the action has been approved by all requisite partnership action of the Investor and shall be executed by or on behalf of the Investor. None of the EnLink Entities shall take any action which would, or would be reasonably likely to, lessen, restrict, prevent or otherwise have an adverse effect upon the foregoing rights of the Investor to designate an Investor Designated Director. The EnLink Entities shall not permit the replacement of the General Partner as the general partner of the Partnership unless such new general partner first agrees in writing to be bound by the provisions of this Agreement as an “EnLink Entity”. The Investor agrees upon the Partnership’s request to, and to use its commercially reasonable efforts to cause the Investor Designated Director to, timely provide the Partnership with accurate and complete information relating to the Investor Designated Director as may be required to be disclosed by the Partnership under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and the rules and regulations promulgated thereunder. The Investor further agrees to use its commercially reasonable efforts to cause the Investor Designated Director to comply with any applicable Section 16 filing obligations under the Exchange Act. Commencing as of Closing, the affirmative voteInvestor Designated Director is [·]. (b) If the Partnership and its subsidiaries plan to engage in any material transaction between the Partnership and its subsidiaries, given on the one hand, and Devon Energy Corporation (“Devon”) or any of its subsidiaries (other than ENLC, the Partnership and their respective subsidiaries), on the other hand, at a meeting or by written consentany time when Devon and its subsidiaries (other than ENLC, the Partnership and their respective subsidiaries) collectively own less than 20% of the holder(s) who designated or nominated outstanding limited partner interests in the Partnership, and consideration of such director. The Remaining Directors may be removed at any time, with or without cause by transaction is referred to the affirmative vote, given at a meeting or by written consent, Conflicts Committee of the holders Board (the “Conflicts Committee”), then any written materials prepared by or for the Conflicts Committee will be made available on a confidential basis to the Investor Designated Director. (c) In furtherance of the Voting Securitiesforegoing, voting together as a single class EMI shall execute concurrently herewith the amendment to the Third Amended and Restated Limited Liability Company Agreement of the General Partner set forth on Exhibit A attached hereto. After the date hereof, EMI and the General Partner shall not amend, and shall not permit the amendment of, the limited liability agreement of the General Partner in any manner that would, or would be reasonably likely to, have an as-converted adverse effect on the board representation rights granted to Common Stock basisthe Investor under this Agreement; provided, however, that any increase or reduction in the size of the Board shall be deemed not to have any such adverse effect. (d) The Series B Preferred Directors Upon the occurrence of a Designation Right Termination Event, the right of the Investor to designate an Investor Designated Director shall terminate and the Investor Designated Director then serving on the Board, promptly upon (and in any event within two Business Days following) receipt of a request from a majority of the other directors then serving on the Board or EMI, as the sole member of the General Partner, shall resign as a member of the Board. If the Investor Designated Director does not resign upon such request, then a majority of the other directors then serving on the Board or EMI, as the sole member of the General Partner, may remove the Investor Designated Director as a member of the Board. At all times while an Investor Designated Director is serving as a member of the Board, and following any such Investor Designated Director’s resignation, removal or other cessation as a director of the Board, each Investor Designated Director shall be entitled to reimbursement from the Company for all costs rights to indemnification and expenses in attending exculpation as are then made available to any meetings other member (or former member, as applicable) of the Board by the EnLink Entities. (e) The EnLink Entities shall purchase and maintain (or reimburse the Investor Designated Director for the cost of) insurance (“D&O Insurance”), on behalf of the Investor Designated Director, against any committee thereofliability that may be asserted against, or expense that may be incurred by, such Investor Designated Director in connection with the EnLink Entities’ activities or such Investor Designated Director’s activities on behalf of the EnLink Entities, regardless of whether the EnLink Entities would have the power to indemnify such Investor Designated Director against such liability under the provisions of the Eighth Amended and Restated Agreement of Limited Partnership of the Partnership (as it may be amended from time to time) or the Third Amended and Restated Limited Liability Company Agreement of the General Partner (as it may be amended from time to time). Such D&O Insurance shall provide coverage commensurate with that provided to independent members of the Board and each Investor Designated Director shall be entitled to all rights to insurance as are then made available to any other member (or former member, as provided in applicable) of the Certificate Board by the EnLink Entities. (f) For the purposes of Designation. The Company this Agreement, a “Designation Right Termination Event” shall notify occur on the earliest to occur of (i) the Purchaser and its Affiliates holding a number of Series B Preferred Units, Conversion Units and Additional Conversion Units that is less than 25% of the number of Series B Preferred Units initially issued to the Purchaser pursuant to the Purchase Agreement, (ii) such time as the sum of (A) the number of Common Units into which the Series B Preferred Directors Units collectively held by the Purchaser and its Affiliates are convertible and (B) the aggregate number of Conversion Units and Additional Conversion Units which are then collectively held by the Purchaser and its Affiliates represent less than 7.5% of the Common Units then outstanding and (iii) the Purchaser ceasing to be an Affiliate of TPG Capital, L.P. (“TPG”). For purposes of this Section 1(f), each of the limited partners of the Purchaser as of the date hereof and each of their respective Affiliates will be deemed to be Affiliates of the Purchaser. For so long as the Purchaser has the right to appoint an Investor Designated Director pursuant to this Section 1, the General Partner shall invite the Investor Designated Director to attend all regular and special meetings of the Board and any each committee of the Board (other than the Audit Committee, the Conflicts Committee, the Compensation Committee, any pricing committee established for an offering of which securities by the Partnership and any of committee established to deal with conflicts with the Series B Preferred Directors is Purchaser or its Affiliates) in a member. The Company nonvoting observer capacity and, in this respect, shall provide give the Series B Preferred Directors with Investor Designated Director copies of all notices, minutes, consents and other materials provided that it provides to all other members of the Board concurrently as such materials are provided to the other committee members.

Board Representation. The Initial Beneficial Owners shall have the right to designate (a) Until two members of the occurrence Board of an Investor Rights Termination EventDirectors and, (i) there shall be five (5) in the event that a Permitted Reorganization is consummated, one member to the board of directors of the Company, except as otherwise agreed to 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 as directors and the 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 “Series B Preferred Directors”). (b) Until the occurrence of an Investor Rights Termination Event, if at each Company Stockholders’ Meeting, or upon the taking of a written consent of stockholders for such purpose: (a) the holders least $125.0 million aggregate principal amount of the Series B Preferred Stock shall have the right, voting separately as a class (to the exclusion of all other classes or series of the Company’s capital stock), to elect the Series B Preferred Directors, as provided in the Certificate of Designation, Notes remain outstanding and (b) one member of the remaining Board of Directors if less than $125.0 million aggregate principal amount of the Notes remain outstanding but greater than $50.0 million aggregate principal amount of the Notes remain outstanding (each, a “Noteholder Director”), in each case to be appointed to the Board of Directors promptly following such designation, and TopCo or the Company, as applicable, shall cause such Noteholder Directors to be duly appointed or elected to the Board of Directors; provided, however, that in no event shall the rights under the indenture governing the Company’s 5.50% Senior Notes due 2025 or this Ninth Supplemental Indenture allow the Initial Beneficial Owners to designate more than two members to the Board of Directors (2) and one member to the board of directors of the Company, each in the event that a Permitted Reorganization is consummated) if the threshold described in clause (a) above is reached, or to designate more than one member to the Board of whom shall Directors if the threshold described in clause (b) above is reached; provided, further, that such directors (x) must be independent under applicable Nasdaq and SEC rules, shall be elected by the holders of Voting Securities, voting together reasonably qualified to serve as a single class on an as-converted to Common Stock basis (the “Remaining Directors”). (c) Any Series B Preferred Director elected pursuant to Section 2 of the Certificate of Designation may be removed at any time, with or without cause by, and only by, the affirmative vote, given at a meeting or by written consent, of the holder(s) who designated or nominated such director. The Remaining Directors may be removed at any time, with or without cause by the affirmative vote, given at a meeting or by written consent, of the holders of the Voting Securities, voting together as a single class on an as-converted to Common Stock basis. (d) The Series B Preferred Directors shall be entitled to reimbursement from the Company for all costs and expenses in attending any meetings of the Board or any committee thereof, as provided in the Certificate of Designation. The Company shall notify the Series B Preferred Directors of all regular and special meetings of the Board and any committee member of the Board of which any Directors (or the board of directors of the Series B Preferred Directors is Company, as the case may be) and (y) are not prohibited from acting as 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 members member of the Board concurrently of Directors (or the board of directors of the Company, as the case may be) by any applicable law or regulation (including but not limited to U.S. securities laws and New York Stock Exchange regulations). In the event that any Noteholder Director resigns or is removed from office, TopCo or the Company, as applicable, agrees to take all necessary actions to install, in lieu of such materials are provided to person, such new person on the other membersBoard of Directors or the board of directors of the Company as may be designated by the Initial Beneficial Owners, in accordance with this Section 5.09.”

Board Representation. (a) Until Each of the EnLink Entities shall take all actions necessary or advisable to cause one director serving on the board of directors (or other applicable governing body of the general partner of the Partnership, which as of the date of this Agreement is the General Partner) (such governing body, the “Board”) to be designated by the Investor, in its sole discretion (the “Investor Designated Director”), at all times from the date of this Agreement until the occurrence of an Investor Rights a Designation Right Termination EventEvent (as defined below), (i) there shall be five (5) directors at which time the right of the CompanyInvestor under this Agreement to designate a member of the Board shall terminate; provided, except as otherwise agreed to by Phoenix however, that such Investor Designated Director shall have the requisite skill 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 as directors and the Required Holders shall be entitled to nominate one (1) individual director or director nominee, who shall be independent under applicable Nasdaq and SEC rules, experience to serve as a director, director of a public company and such Investor Designated Director shall not be prohibited from serving as provided in a director of the Certificate General Partner pursuant to any rule or regulation of the Commission or the NYSE. Prior to a Designation (collectively, the “Series B Preferred Directors”). (b) Until the occurrence of an Investor Rights Right 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 exclusion of all other classes or series of the Company’s capital stock), to elect the Series B Preferred Directors, as provided in the Certificate of Designation, 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 holders of Voting Securities, voting together as a single class on an as-converted to Common Stock basis (the “Remaining Directors”). (c) Any Series B Preferred any Investor Designated Director elected pursuant to Section 2 of the Certificate of Designation may be removed by the Investor at any time, with or without cause by“cause” (as defined below), and by a majority of the other director(s) then serving on the Board only byfor “cause” (as defined below), but not by any other party, and any vacancy in such position shall be filled solely by the Investor. As used herein, “cause” means that the Investor Designated Director (i) is prohibited from serving as a director of the General Partner under any rule or regulation of the Commission or the NYSE, (ii) has been convicted of a felony or misdemeanor involving moral turpitude, (iii) has engaged in acts or omissions against the Partnership constituting dishonesty, breach of fiduciary obligation, or intentional wrongdoing or misfeasance, or (iv) has acted intentionally or in bad faith in a manner that results in a material detriment to the assets, business or prospects of the Partnership and its direct or indirect subsidiaries. Any action by the Investor to designate, remove or replace an Investor Designated Director shall be evidenced in writing furnished to the General Partner, shall include a statement that the action has been approved by all requisite partnership action of the Investor and shall be executed by or on behalf of the Investor. None of the EnLink Entities shall take any action which would, or would be reasonably likely to, lessen, restrict, prevent or otherwise have an adverse effect upon the foregoing rights of the Investor to designate an Investor Designated Director. The EnLink Entities shall not permit the replacement of the General Partner as the general partner of the Partnership unless such new general partner first agrees in writing to be bound by the provisions of this Agreement as an “EnLink Entity”. The Investor agrees upon the Partnership’s request to, and to use its commercially reasonable efforts to cause the Investor Designated Director to, timely provide the Partnership with accurate and complete information relating to the Investor Designated Director as may be required to be disclosed by the Partnership under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and the rules and regulations promulgated thereunder. The Investor further agrees to use its commercially reasonable efforts to cause the Investor Designated Director to comply with any applicable Section 16 filing obligations under the Exchange Act. Commencing as of Closing, the affirmative voteInvestor Designated Director is ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇. (b) If the Partnership and its subsidiaries plan to engage in any material transaction between the Partnership and its subsidiaries, given on the one hand, and Devon Energy Corporation (“Devon”) or any of its subsidiaries (other than ENLC, the Partnership and their respective subsidiaries), on the other hand, at a meeting or by written consentany time when Devon and its subsidiaries (other than ENLC, the Partnership and their respective subsidiaries) collectively own less than 20% of the holder(s) who designated or nominated outstanding limited partner interests in the Partnership, and consideration of such director. The Remaining Directors may be removed at any time, with or without cause by transaction is referred to the affirmative vote, given at a meeting or by written consent, Conflicts Committee of the holders Board (the “Conflicts Committee”), then any written materials prepared by or for the Conflicts Committee will be made available on a confidential basis to the Investor Designated Director. (c) In furtherance of the Voting Securitiesforegoing, voting together as a single class EMI shall execute concurrently herewith the amendment to the Third Amended and Restated Limited Liability Company Agreement of the General Partner set forth on Exhibit A attached hereto. After the date hereof, EMI and the General Partner shall not amend, and shall not permit the amendment of, the limited liability agreement of the General Partner in any manner that would, or would be reasonably likely to, have an as-converted adverse effect on the board representation rights granted to Common Stock basisthe Investor under this Agreement; provided, however, that any increase or reduction in the size of the Board shall be deemed not to have any such adverse effect. (d) The Series B Preferred Directors Upon the occurrence of a Designation Right Termination Event, the right of the Investor to designate an Investor Designated Director shall terminate and the Investor Designated Director then serving on the Board, promptly upon (and in any event within two Business Days following) receipt of a request from a majority of the other directors then serving on the Board or EMI, as the sole member of the General Partner, shall resign as a member of the Board. If the Investor Designated Director does not resign upon such request, then a majority of the other directors then serving on the Board or EMI, as the sole member of the General Partner, may remove the Investor Designated Director as a member of the Board. At all times while an Investor Designated Director is serving as a member of the Board, and following any such Investor Designated Director’s resignation, removal or other cessation as a director of the Board, each Investor Designated Director shall be entitled to reimbursement from the Company for all costs rights to indemnification and expenses in attending exculpation as are then made available to any meetings other member (or former member, as applicable) of the Board by the EnLink Entities. (e) The EnLink Entities shall purchase and maintain (or reimburse the Investor Designated Director for the cost of) insurance (“D&O Insurance”), on behalf of the Investor Designated Director, against any committee thereofliability that may be asserted against, or expense that may be incurred by, such Investor Designated Director in connection with the EnLink Entities’ activities or such Investor Designated Director’s activities on behalf of the EnLink Entities, regardless of whether the EnLink Entities would have the power to indemnify such Investor Designated Director against such liability under the provisions of the Eighth Amended and Restated Agreement of Limited Partnership of the Partnership (as it may be amended from time to time) or the Third Amended and Restated Limited Liability Company Agreement of the General Partner (as it may be amended from time to time). Such D&O Insurance shall provide coverage commensurate with that provided to independent members of the Board and each Investor Designated Director shall be entitled to all rights to insurance as are then made available to any other member (or former member, as provided in applicable) of the Certificate Board by the EnLink Entities. (f) For the purposes of Designation. The Company this Agreement, a “Designation Right Termination Event” shall notify occur on the earliest to occur of (i) the Purchaser and its Affiliates holding a number of Series B Preferred Units, Conversion Units and Additional Conversion Units that is less than 25% of the number of Series B Preferred Units initially issued to the Purchaser pursuant to the Purchase Agreement, (ii) such time as the sum of (A) the number of Common Units into which the Series B Preferred Directors Units collectively held by the Purchaser and its Affiliates are convertible and (B) the aggregate number of Conversion Units and Additional Conversion Units which are then collectively held by the Purchaser and its Affiliates represent less than 7.5% of the Common Units then outstanding and (iii) the Purchaser ceasing to be an Affiliate of TPG Capital, L.P. (“TPG”). For purposes of this Section 1(f), each of the limited partners of the Purchaser as of the date hereof and each of their respective Affiliates will be deemed to be Affiliates of the Purchaser. For so long as the Purchaser has the right to appoint an Investor Designated Director pursuant to this Section 1, the General Partner shall invite the Investor Designated Director to attend all regular and special meetings of the Board and any each committee of the Board (other than the Audit Committee, the Conflicts Committee, the Compensation Committee, any pricing committee established for an offering of which securities by the Partnership and any of committee established to deal with conflicts with the Series B Preferred Directors is Purchaser or its Affiliates) in a member. The Company nonvoting observer capacity and, in this respect, shall provide give the Series B Preferred Directors with Investor Designated Director copies of all notices, minutes, consents and other materials provided that it provides to all other members of the Board concurrently as such materials are provided to the other committee members.

Board Representation. (a) Until the occurrence of an Investor Rights Termination Event, (i) there shall be five (5) directors Following the Closing and for so long as Vivo Beneficially Owns at least 4.5% of the Company’s outstanding Voting Securities, except as otherwise agreed to by Phoenix and Vivo shall have 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 as directors and the Required Holders shall be entitled right to nominate one individual for election to the Board (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 (collectivelysuch individual, the “Series B Preferred DirectorsVivo Nominee”). (bii) Until In the occurrence of an Investor Rights Termination Eventevent that Vivo is no longer entitled to nominate a director to the Board pursuant to Section 2.1(a)(i) above, at each Company Stockholders’ MeetingVivo shall promptly cause the then-serving Vivo Director to immediately resign. If any such director is unwilling to resign, or upon Vivo will take all such actions as are necessary to cause the taking of a written consent of stockholders for such purpose: (a) the holders removal of the Series B Preferred Stock director, including voting (or causing to be voted) all of the Voting Securities Beneficially Owned by it in favor of such removal. (iii) For so long as Vivo has the right to nominate a Vivo Nominee for election pursuant to Section 2.1(a)(i), in connection with each election of directors, subject to Section 2.1(a)(v), the Company shall nominate such Vivo Nominee for election as a director as part of the management slate that is included in the proxy statement of the Company relating to the election of directors. (iv) In the event that any Vivo Director shall cease to serve as a director for any reason (other than the resignation or removal of such director as a result of Vivo not having the right to nominate a director pursuant to Section 2.1(a)(i)), subject to Section 2.1(a)(v), Vivo shall have the rightright to designate another Vivo Nominee to fill the vacancy resulting therefrom. For the avoidance of doubt, voting separately as a class (to it is understood that the exclusion of all other classes or series failure of the Company’s capital stock), stockholders of the Company to elect any Vivo Nominee shall not affect the Series B Preferred Directors, as provided right of Vivo to designate a Vivo Nominee for election pursuant to Section 2.1(a)(i) in the Certificate connection with any future election of Designation, 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 holders of Voting Securities, voting together as a single class on an as-converted to Common Stock basis (the “Remaining Directors”). (cv) Any Series B Preferred Director elected Notwithstanding the foregoing, as a condition to any Vivo Nominee’s appointment to the Board and nomination for election as a director of the Company at the Company’s annual meetings of stockholders: (A) Vivo and such Vivo Nominee must in all material respects provide to the Company (1) all information reasonably requested by the Company that is required to be or customarily disclosed for directors, candidates for directors, and their affiliates in a proxy statement or other filings under applicable law or regulation or stock exchange rules or listing standards, in each case, relating to their nomination or election as a director of the Company and (2) information reasonably requested by the Company in connection with assessing eligibility, independence and other criteria applicable to directors or satisfying compliance and legal or regulatory obligations, in each case, relating to their nomination or election as a director of the Company, with respect to Vivo, its Affiliates and the applicable Vivo Nominee, in each case, to the same extent as all other directors of the Company; (B) such Vivo Nominee must be qualified to serve as a director of the Company under the DGCL to the same extent as all other directors of the Company; (C) no Disqualification Event shall be applicable to such Vivo Nomine except, if applicable, for a Disqualification Event as to which Rule 506(d)(2)(ii) or (iii) or (d)(3) is applicable; (D) such Vivo Nominee shall be reasonably acceptable to the Nominating and Governance Committee of the Board; and (E) such Vivo Nominee must satisfy the requirements set forth in the Company’s Corporate Governance Guidelines, code of conduct and securities trading policy, in each case as currently in effect with such changes thereto (or such successor policies) as are applicable to all other directors, as are adopted in good faith by the Board, and do not by their terms adversely impact any Vivo Nominee relative to all other directors (provided that, for the avoidance of doubt, no Vivo Nominee shall be required to qualify as an independent director under applicable stock exchange rules or securities laws and regulations). The Company will make all information requests pursuant to this Section 2 2.1(a)(v) in good faith in a timely manner that allows Vivo and the Vivo Nominee a reasonable amount of the Certificate of Designation may be removed at any time, with or without cause bytime to provide such information, and only by, will cooperate in good faith with Vivo and the affirmative vote, given at a meeting or by written consent, of Vivo Nominee in connection with their efforts to provide the holder(s) who designated or nominated such director. The Remaining Directors may be removed at any time, with or without cause by the affirmative vote, given at a meeting or by written consent, of the holders of the Voting Securities, voting together as a single class on an as-converted to Common Stock basisrequested information. (dvi) The Series B Preferred Directors shall be entitled Vivo hereby covenants and agrees (A) not to reimbursement from designate or participate in the Company for all costs and expenses designation of any director designee who, to Vivo’s knowledge, is a Disqualified Designee, (B) that in attending the event Vivo becomes aware that any meetings of the Board individual previously designated by Vivo is or has become a Disqualified Designee or that a Disqualification Event has become applicable to Vivo or any committee thereofof its Rule 506(d) Related Parties, except, if applicable, for a Disqualification Event as provided in the Certificate of Designation. The Company to which Rule 506(d)(2)(ii) or (iii) or (d)(3) is applicable, then Vivo shall notify the Series B Preferred Directors of all regular Company promptly in writing and special meetings of as promptly as practicable Vivo shall take such actions as are necessary to remove any such Disqualified Designee from the Board and any committee of the Board of which any of the Series B Preferred Directors designate a replacement designee who is not a Disqualified Designee, and (C) for so long as there is a member. The Company shall provide Vivo Director, Vivo will comply with the Series B Preferred Directors Company’s ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ policy as currently in effect with copies of all notices, minutes, consents and other materials provided such changes thereto (or such successor policies) as are applicable to all other stockholders of the Company that have rights to designate or nominate members of the Board concurrently as such materials are provided to the other membersBoard.

Board Representation. (a) Until The Company acknowledges and agrees that immediately after the occurrence of an Closing Date, the Investor Rights Termination Event, (ior any Permitted Assignee) there shall be five (5) directors of the Company, except as otherwise agreed to by Phoenix and the Required Holders or as provided in the Certificate of Designation; and (ii) Phoenix shall be entitled to nominate two to the Board five (25) individual directors or director nominees Directors (each, an “Investor Director”) pursuant to serve as directors the Terms of Issue by virtue of holding the issued and the Required Holders shall be entitled to nominate one (1) individual director or director nominee, who shall be independent under applicable Nasdaq outstanding Class B Shares and SEC rules, to serve as a director, as provided in the Certificate of Designation (collectively, the “Series B Preferred Directors”)Ordinary Shares. (b) Until In addition to and without prejudice to the occurrence foregoing, but subject to Applicable Law and the NASDAQ Stock Market Rules, in the event that any Independent Director(s) is to be appointed to the Board, the Investor (or any Permitted Assignee) shall be entitled to recommend a candidate or a pool of an Investor Rights Termination Eventcandidates (the “Recommended Candidate(s)”) to the Board for the purpose of such appointment, at each Company Stockholders’ Meeting, or upon the taking of a written consent of stockholders for such purpose: it being agreed that (ax) the holders Board (or a subset of the Series B Preferred Stock Board, if applicable) shall have not take steps to nominate or appoint any person other than the right, voting separately as a class (Recommended Candidate(s) to the exclusion of all other classes or series of the Company’s capital stock), to elect the Series B Preferred Directors, as provided in the Certificate of Designationbe an Independent Director, and (by) the remaining two (2Independent Director appointed from the Recommended Candidate(s) directors pursuant to this sentence shall serve on each committee of the Company, each Board; provided that (A) the appointment of whom an Independent Director from the Recommended Candidate(s) shall be independent under applicable Nasdaq and SEC rulessubject to the consent of Management Directors, (B) the appointment of any Independent Director other than pursuant to this sentence shall be elected by subject to the holders consent of Voting Securitiesthe Investor Directors, voting together and (C) this sentence (other than item (B) above) shall not be in effect for (and only for) so long as a single class one (1) Independent Director appointed from the Recommended Candidate(s) pursuant to this sentence serves on an as-converted to Common Stock basis (the “Remaining Directors”)Board. (c) Any Series B Preferred Director elected pursuant In addition to Section 2 and without prejudice to any of the Certificate foregoing, but subject to Applicable Law and the NASDAQ Stock Market Rules, a majority of Designation may be removed at any time, with or without cause by, Independent Directors must come from a pool of candidates approved of by the Management Directors and only by, the affirmative vote, given at a meeting or by written consent, majority of the holder(s) who designated or nominated such director. The Remaining Directors may be removed at any time, with or without cause by the affirmative vote, given at a meeting or by written consent, of the holders of the Voting Securities, voting together as a single class on an as-converted to Common Stock basisInvestor Directors. (d) The Series B Preferred Directors Subject to Applicable Law and the NASDAQ Stock Market Rules, promptly after the Closing Date, the Company shall cause the chairman of the Board to execute an irrevocable power of attorney (in form and substance reasonably acceptable to the Investor) in favor of an Investor Director (as designated by the Investor) so that that Investor Director acting alone would be entitled to reimbursement from exercise the Company for all costs and expenses in attending any meetings casting vote to which the chairman would otherwise have been entitled pursuant to Article 114 of the Board or any committee thereof, as provided in the Certificate of Designation. The Company shall notify the Series B Preferred Directors of all regular and 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 members of the Board concurrently as such materials are provided to the other membersConstitution.

Board Representation. (a) Until the occurrence The Board shall consist of an Investor Rights Termination Event, (i) there shall be five (5) directors of the Company, except as otherwise agreed up to by Phoenix and the Required Holders or as provided in the Certificate of Designation; and (ii) Phoenix nine members. The Purchaser shall be entitled to nominate two designate nominees for election or appointment to the Board (2the “Purchaser Representatives”) individual directors as follows: (i) so long as the Purchaser holds at least 90,000 Convertible Preferred Shares (or director nominees to serve as directors and the Required Holders corresponding number of the Restricted Voting Shares issued upon conversion of the Convertible Preferred Shares), it shall be entitled to nominate one designate three Purchaser Representatives; (1ii) individual director so long as the Purchaser holds at least 45,000 Convertible Preferred Shares (or director nomineethe corresponding number of the Restricted Voting Shares issued upon conversion of the Convertible Preferred Shares), who it shall be independent under applicable Nasdaq entitled to designate two Purchaser Representatives; and (iii) so long as the Purchaser holds at least 22,500 Convertible Preferred Shares (or the corresponding number of the Restricted Voting Shares issued upon conversion of the Convertible Preferred Shares), it shall be entitled to designate one Purchaser Representative. The parties hereto acknowledge and SEC rules, agree that the Purchaser is entitled to serve as a director, as provided appoint certain designees to the Company’s Board of Directors pursuant to the terms of the Special Voting Preferred Shares and that this provision is intended to be in furtherance of such rights. In no event will this Section 2.1 be construed to duplicate the Certificate rights granted to the Purchaser pursuant to the terms of Designation (collectively, the “Series B Special Voting Preferred Directors”)Shares. The Purchaser shall not Transfer any of the Special Voting Preferred Shares. In the event that the Purchaser no longer holds any Special Voting Preferred Shares and is therefore not entitled to elect directors to the Company’s Board of Directors pursuant to the terms thereof; this Section 2.1 shall be controlling. (b) Until The Company acknowledges that the occurrence of an Investor Rights Termination Event, at each Company Stockholders’ Meeting, or Purchaser shall be entitled to appoint three Purchaser Representatives to the Board pursuant to the terms governing the Special Voting Shares upon the taking of a written consent of stockholders for such purpose: (a) the holders issuance of the Series B Preferred Stock shall have the right, voting separately as a class (Special Voting Shares to the exclusion of all other classes or series of Purchaser by the Company’s capital stock), to elect the Series B Preferred Directors, as provided in the Certificate of Designation, 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 holders of Voting Securities, voting together as a single class on an as-converted to Common Stock basis (the “Remaining Directors”). (c) Any Series B The Purchaser acknowledges that it shall appoint the Purchaser Representative(s) to the Board in accordance with the terms governing the Special Voting Preferred Director elected pursuant to Section 2 Shares directly following the issuance of the Certificate of Designation may be removed at any time, with or without cause by, and only by, Special Voting Preferred Shares to the affirmative vote, given at a meeting or by written consent, of the holder(s) who designated or nominated such director. The Remaining Directors may be removed at any time, with or without cause Purchaser by the affirmative vote, given at a Company and following each future meeting or by written consent, of the holders of the Restricted Voting SecuritiesShares where directors of the Company have been elected by holders of the Restricted Voting Shares at such meeting. Any appointees by the Purchaser shall be subject to such appointee being acceptable to the Company’s corporate governance and nominating committee, voting together as a single class on an as-converted to Common Stock basisacting reasonably. (d) The Series B Preferred Directors In the event that any Purchaser Representative shall be entitled cease to reimbursement from serve as a director of the Company, whether due to such Purchaser Representative’s death, disability, resignation or removal, the Company for all costs and expenses shall cause the Board to appoint a replacement Purchaser Representative designated by the Purchaser to fill the vacancy created by such death, disability, resignation or removal. (e) The Purchaser shall promptly notify the Company in attending any meetings writing if ceases to hold at least 90,000, 45,000 or 22,500, as the case may be, Convertible Preferred Shares (or the corresponding number of the Board or any committee thereofRestricted Voting Shares issued upon conversion of the Convertible Preferred Shares). In addition, the Purchaser shall deliver a certificate to the Company, from time-to-time as provided in the Certificate of Designation. The Company shall notify reasonably request, certifying the Series B Preferred Directors number of all regular and special meetings securities of the Board and any committee Company beneficially owned by the Purchaser as at the date 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 members of the Board concurrently as such materials are provided to the other memberscertificate.

Board Representation. (a) Until Upon the occurrence of an Investor Rights Termination EventPlacement Closing, and until terminated pursuant to Section 3.6(g): (i) there the IPO Issuer covenants and agrees to reconstitute the Board and the Subsidiary Board so that each shall be five comprised of four (54) directors individuals, two (2) of whom shall be nominees of the Company, except as otherwise agreed to by Phoenix and the Required Holders or as provided in the Certificate of DesignationLead Investor; and (ii) Phoenix the Lead Investor shall be entitled to appoint to any committee or sub-committee of the Board such number of members in pro rata proportion to the number of directors the Lead Investor may nominate to the Board pursuant to paragraph (i); and (iii) the Lead Investor {00284650.13} shall appoint, and shall have the right to appoint, the Chief Financial Officer of the IPO Issuer and of the Subsidiary (collectively, the "Nominee Rights"). The Lead Investor's initial nominees to the Board and the Subsidiary Board shall be and , or such other person(s) as the Lead Investor may designate in a written notice to the IPO Issuer not less than two (2) individual directors or director nominees Business Days prior to serve the Placement Closing Date. The Lead Investor's initial appointee as directors Chief Financial Officer of the IPO Issuer and the Required Holders Subsidiary shall be entitled , or such other person as the Lead Investor may designate in a written notice to nominate one the IPO Issuer not less than two (12) individual director or director nominee, who shall be independent under applicable Nasdaq and SEC rules, Business Days prior to serve as a director, as provided in the Certificate of Designation (collectively, the “Series B Preferred Directors”)Placement Closing Date. (b) Until Unless the occurrence Nominee Rights are terminated pursuant to Section 3.6(g), despite the constating documents of an Investor Rights Termination Eventthe IPO Issuer and the Subsidiary, at each Company Stockholders’ Meetingrespectively, or upon provisions of applicable law, the taking of a written consent of stockholders for such purpose: (a) IPO issuer acknowledges and agrees that from and after the holders Placement Closing, any increase to the size of the Series B Preferred Stock Board or the Subsidiary Board and the appointment of any director shall have only be effective if the right, voting separately as a class (resolution to increase the exclusion of all other classes or series size of the Company’s capital stock), to elect Board or the Series B Preferred DirectorsSubsidiary Board, as provided in the Certificate of Designationcase may be, and (b) or to approve the remaining two (2) directors new director is approved by at least 67% of the Company, each of whom shall be independent under applicable Nasdaq and SEC rules, shall be elected by the holders of Voting Securities, voting together as a single class on an as-converted to Common Stock basis (the “Remaining Directors”)directors then in office. (c) Any Series B Preferred Director elected Until the Nominee Rights are terminated pursuant to Section 2 of the Certificate of Designation may be removed at any time, with or without cause by, and only by3.6(g), the affirmative voteIPO Issuer acknowledges and agrees that: (i) it shall include the Lead Investor's director nominees pursuant to the Nominee Rights in its proposed slate of directors nominated for election at each annual or special meeting of Shareholders, given at a meeting or by written consentprovided that, of the holder(s) who designated or nominated such director. The Remaining Directors may be removed at any time, with or without cause by the affirmative vote, given at a meeting or by written consent, of the holders of the Voting Securities, voting together as a single class on an as-converted to Common Stock basis. (d) The Series B Preferred Directors shall be entitled to reimbursement from the Company for all costs and expenses in attending any meetings of the Board or any committee thereof, as provided in the Certificate of Designation. The Company shall notify the Series B Preferred Directors of all regular and 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 Lead Investor shall provide the Series B Preferred Directors with copies names of all noticesits director nominees, minutesas well as any information requested by the IPO Issuer that it reasonably requires relating to such director nominees, consents and other materials provided to all other members sufficiently in advance of (which in any event shall not be more than ten (10) Business Days prior to) the mailing or filing date of the Board concurrently as management information circular for such materials are provided to the other members.meeting;

Board Representation. (aA) Until The Company’s Amended and Restated Memorandum and Articles of Association (the occurrence “Memorandum and Articles”) shall provide that the Board shall consist of seven (7) Directors, which number shall not be changed except pursuant to an Investor Rights Termination Eventamendment to the Memorandum and Articles. For so long as any IDG Entity holds any Series A Share, (i) there shall be five (5) directors of the Company, except as otherwise agreed to by Phoenix and the Required Holders or as provided in the Certificate of Designation; and (ii) Phoenix IDG Entities shall be entitled to nominate two and appoint a Director from time to time to occupy one (21) individual directors seat of the Board (the “IDG Director”), to remove such Director occupying such position and to fill any vacancy caused by the resignation, death or director nominees to serve removal of such Director occupying such position. For so long as directors and any TDF Entity holds any Series A Share, the Required Holders TDF Entities shall be entitled to nominate and appoint a Director from time to time to occupy one (1) individual director or director nomineeseat of the Board (together with the IDG Director, who shall be independent under applicable Nasdaq and SEC rules, to serve as a director, as provided in the Certificate of Designation (collectively, the “Series B Preferred A Directors”, each a “Series A Director”). , to remove such Director occupying such position and to fill any vacancy caused by the resignation, death or removal of such Director occupying such position. For so long as any Series B Share remains outstanding, the Lead Investor (bor its successor or permitted assign) Until shall be entitled to nominate and appoint a Director from time to time to occupy one (1) seat of the occurrence Board (the “Series B Director”), to remove such Director occupying such position and to fill any vacancy caused by the resignation, death or removal of an Investor Rights Termination Event, at each Company Stockholders’ Meeting, or upon the taking such Director occupying such position. The holders of a written consent of stockholders for such purpose: (a) the holders majority in voting power of the Series B Preferred Stock shall have the rightCommon Shares, voting separately as a class (and to the exclusion of all any other classes series or series class of the Company’s capital stock)shares, to elect the Series B Preferred Directors, as provided in the Certificate of Designation, 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 holders of Voting Securities, voting together as a single class on an as-converted to Common Stock basis (the “Remaining Directors”). (c) Any Series B Preferred Director elected pursuant to Section 2 of the Certificate of Designation may be removed at any time, with or without cause by, and only by, the affirmative vote, given at a meeting or by written consent, of the holder(s) who designated or nominated such director. The Remaining Directors may be removed at any time, with or without cause by the affirmative vote, given at a meeting or by written consent, of the holders of the Voting Securities, voting together as a single class on an as-converted to Common Stock basis. (d) The Series B Preferred Directors shall be entitled to reimbursement elect Directors from time to time to occupy four (4) seats of the Company for Board (the “Common Directors”), to remove any Directors occupying such positions and to fill any vacancy caused by the resignation, death or removal of Directors occupying such positions. Each of the Investors (other than the Lead Investor) shall be entitled to appoint and remove one (1) observer to attend all costs and expenses in attending any meetings of the Board or any committee thereofin a non-voting observer capacity, and each such Board observer shall be entitled to receive copies of all information and materials provided to the voting Directors at the same time and in the same manner. (B) The parties hereto shall cause the board of directors of the Domestic Entity to be composed in the same manner as provided in Section 7.1(A). The parties hereto shall cause their nominees on the Certificate board of Designationdirectors of the Domestic Entity to vote in the manner determined by the Board and shall cause any director who fails to vote in such manner to be removed. The Company shall notify take all steps as are necessary to cause the Series B Preferred Directors of all regular and special meetings provisions with respect to the governance of the Board and any committee Company to apply mutatis mutandis to the governance of each member 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 members of the Board concurrently as such materials are provided to the other membersGroup.

Board Representation. Section 2.01(a) of the Investor Rights Agreement is hereby amended and restated in its entirety to read as follows: “So long as the sum of the number of Ordinary Shares and the 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, constitutes no less than 9,857,028 of the issued and outstanding Ordinary Shares, (asubject to adjustment for any share split, share dividend, recapitalization, reclassification or similar transaction of the Company made in respect of any such Ordinary Shares), the Investor shall be entitled to designate one (1) Until director to the occurrence Board of the Company (such director, or such other individual who may be designated by the Investor from time to time, the “Investor Director”), and the 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 Investor Rights Termination Eventelection, (i) there shall nominating such individual to be five (5) directors of the Company, except elected as otherwise agreed to by Phoenix and the Required Holders or a director as provided in the Certificate of Designation; and herein, (ii) Phoenix shall be entitled using best efforts to nominate two (2) individual directors or director nominees to serve as directors ensure, and the 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 “Series B Preferred Directors”). (b) 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 exclusion of all other classes or series of extent permitted by Applicable Law and the Company’s capital stock)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 Series B Preferred Directorselection of the Investor Director, as provided (iii) including such nomination regarding such individual in the Certificate Company’s notice for any meeting of DesignationShareholders to elect directors, and (biv) if necessary, expanding 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 holders of Voting Securities, voting together as a single class on an as-converted to Common Stock basis (the “Remaining Directors”). (c) Any Series B Preferred Director elected pursuant to Section 2 of the Certificate of Designation may be removed at any time, with or without cause by, and only by, the affirmative vote, given at a meeting or by written consent, of the holder(s) who designated or nominated such director. The Remaining Directors may be removed at any time, with or without cause by the affirmative vote, given at a meeting or by written consent, of the holders of the Voting Securities, voting together as a single class on an as-converted to Common Stock basis. (d) The Series B Preferred Directors shall be entitled to reimbursement from the Company for all costs and expenses in attending any meetings size of the Board or any committee thereofin order to appoint the Investor Director; provided, as provided in however, that the Certificate of Designation. The Company Investor Director candidate shall notify be subject to the Series B Preferred Directors of all regular and special meetings approval of the Board Board, which approval shall not be unreasonably withheld, and any committee further subject to the election by the Shareholders 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 members of the Board concurrently as such materials are provided to the other membersextent required by Applicable Law and the Company’s Constitution.”

Board Representation. (a) Until the occurrence of an Investor Rights Termination Event, (i) there shall be five (5) directors of So long as any Series A Preferred Stock remains outstanding, the Company, except as otherwise agreed to 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 as directors and the Required Requisite Preferred Holders shall be entitled to nominate elect one (1) individual director or director nominee, who shall be independent under applicable Nasdaq and SEC rules, to the Board to serve as a director, as provided in which individual initially shall be E▇▇▇ ▇▇▇▇▇; provided, however, that upon the Certificate occurrence or the continuance of Designation (collectivelyany Event of Default, the “Series B Requisite Preferred Directors”Holders shall be entitled to elect one additional individual to the Board to serve as a director (a "Default Director"). (bii) 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 exclusion of all Notwithstanding any other classes or series of the Company’s capital stock), to elect the Series B Preferred Directors, as provided in the Certificate of Designation, 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 holders of Voting Securities, voting together as a single class on an as-converted to Common Stock basis (the “Remaining Directors”). (c) Any Series B Preferred Director elected pursuant to Section 2 sections of the Certificate of Designation Incorporation, so long as any Series A Preferred Stock remains outstanding, the Requisite Preferred Holders shall be entitled to (A) remove from the Board any Preferred Director elected under the foregoing subsection (i), (B) elect each successor to any such Preferred Director removed in accordance herewith or who otherwise vacates such office, and (C) remove any other director necessary to create sufficient vacancies on the Board to permit the Requisite Preferred Holders to elect additional individuals to the Board upon an occurrence or continuance of an Event of Default, or an Event of Option, pursuant to the foregoing clause (i) above. (iii) The right of the Preferred Holders to elect directors may be removed exercised at the special meeting called pursuant to this Section, at any timeannual or other special meeting of shareholders and, with or without cause byto the extent and in the manner permitted by Applicable Law, and only by, the affirmative vote, given at pursuant to a meeting or by written consent, consent in lieu of a shareholders meeting. A proper officer of the holder(s) who designated or nominated such director. The Remaining Directors may be removed at Corporation shall, upon the written request of the Requisite Preferred Holders, addressed to any timeofficer of the Corporation, with or without cause by the affirmative vote, given at call a special meeting or by written consent, of the holders of Preferred Stock for the Voting Securitiespurpose of electing directors pursuant to this Section. Such meeting shall be held at the earliest legally permissible date at the principal office of the Corporation, voting together as or at such other place designated by the Requisite Preferred Holders. If such meeting has not been called by a single class on an as-converted proper officer of the Corporation within 2 days after personal delivery, by hand or by a nationally recognized, overnight courier guaranteeing next business day delivery, of such written request upon any officer of the Corporation or within 5 days after mailing the same to Common Stock basisthe secretary of the Corporation at its principal office, then the Requisite Preferred Holders may call such meeting at the expense of the Corporation, and such meeting may be called upon the notice required for annual meetings of shareholders and shall be held at the Corporation's principal office, or at such other place designated by the Requisite Preferred Holders. The Preferred Holders shall be given access to the stock record books of the Corporation for the purpose of causing a meeting of stockholders to be called pursuant to this Section. (div) At any meeting or at any adjournment thereof at which the Preferred Holders have the right to elect directors, the presence, in person or by proxy, of the Preferred Holders shall be required to constitute a quorum for the election or removal of any director by the Requisite Preferred Holders. The affirmative vote of the Requisite Preferred Holders shall be required to elect or remove any Preferred Director. (v) If any Event of Default shall occur and be continuing, the Preferred Holders shall also have any other rights which such holder is entitled to under any Document at any time and any other rights which such holder may have pursuant to Applicable Law. (vi) The Series B Corporation shall pay or reimburse each Preferred Directors shall be entitled to reimbursement from Director for the Company for all costs and reasonable out-of-pocket expenses incurred by such Person in connection with attending any meetings of the Board or any committee thereof, as provided in the Certificate of Designation. The Company shall notify the Series B Preferred Directors of all regular and special formal meetings of the Board and any committee thereof. The Corporation shall use its best efforts to maintain video teleconferencing capabilities for all formal meetings of the Board of which and 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 members of the Board concurrently as such materials are provided to the other memberscommittee thereof.

Board Representation. (a) Until The Corporation and each Stockholder shall take such corporate actions as may be reasonably required to ensure that the occurrence number of an Investor Rights Termination Event, directors constituting the Board is at all times six. (b) Subject to the terms of this Agreement: (i) there The holders of a majority of all the Series A Preferred Stock shall be five entitled to (5A) nominate one individual for election to the Board to serve as director until his or her successor is elected and qualified, (B) propose the removal from the Board of any director nominated under the foregoing clause, and (C) nominate each successor to any director removed in accordance herewith; (ii) The holders of a majority of all the Series B Preferred Stock shall be entitled to (A) nominate one individual for election to the Board to serve as director until his or her successor is elected and qualified, (B) propose the removal from the Board of any director nominated under the foregoing clause, and (C) nominate each successor to any director removed in accordance herewith; (iii) the holders of a majority of all Common Stock shall be entitled (A) to nominate two individuals for election to the Board to serve as directors until their successors are elected and qualify; provided, however, that one such nominee shall at all times be the Chief Executive Officer of the Company, except as otherwise agreed (B) to by Phoenix propose the removal from the Board of any director nominated under the foregoing clause, and (C) to nominate each successor to any director removed in accordance herewith; (iv) Two nominees shall be Independent Individuals, who shall be mutually acceptable to both (i) a majority in interest of the Required Holders or as provided in holders of the Certificate of Designation; Common Stock, voting separately, and (ii) Phoenix a majority in interest to the holders of the Investor Shares, voting separately; (v) If at any time there is no Independent Individual currently serving on the Board, then until as at least one Independent Individual is elected to the Board pursuant to Section 2. 1 (b)(iv) herein, the holders of a majority of the Investor Shares shall be entitled to (A) nominate two (2) individual directors or director nominees an individual, in addition to serve as directors and the Required Holders shall be entitled right of such holders to nominate one (1directors under Section 2.1(b)(i) individual director or director nomineeand 2.1(b)(ii) herein, who shall be independent under applicable Nasdaq and SEC rules, for election to the Board to serve as a director, as provided (B) to propose the removal from the Board of any director nominated under the foregoing clause, and (C) to nominate each successor to any director removed in accordance herewith; (c) Each nomination or any proposal to remove from the Certificate of Designation (collectively, the “Series B Preferred Directors”). Board any director pursuant to paragraph (b) Until above shall be made by delivering to the occurrence Corporation a notice signed by the party or parties entitled to such nomination or proposal. As promptly as practicable after delivery of an Investor Rights Termination Eventsuch notice, at each Company Stockholders’ Meeting, the Corporation shall take or upon cause to be taken such corporate actions as may be reasonably required to cause the taking of election or removal proposed in such notice. Such corporate actions may include calling a meeting or soliciting a written consent of stockholders for such purpose: (a) the holders of the Series B Preferred Stock shall have the rightBoard, voting separately as a class (to the exclusion of all other classes or series of the Company’s capital stock), to elect the Series B Preferred Directors, as provided in the Certificate of Designation, 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 holders of Voting Securities, voting together as a single class on an as-converted to Common Stock basis (the “Remaining Directors”). (c) Any Series B Preferred Director elected pursuant to Section 2 of the Certificate of Designation may be removed at any time, with or without cause by, and only by, the affirmative vote, given at calling a meeting or by soliciting a written consent, consent of the holder(s) who designated or nominated such director. The Remaining Directors may be removed at any time, with or without cause by the affirmative vote, given at a meeting or by written consent, stockholders of the holders of the Voting Securities, voting together as a single class on an as-converted to Common Stock basisCorporation. (d) The Series B Preferred Directors shall be entitled to reimbursement from the Company for all costs and expenses in attending any meetings of the Board or any committee thereof, as provided in the Certificate of Designation. The Company shall notify the Series B Preferred Directors of all regular and 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 members of the Board concurrently as such materials are provided to the other members.

Board Representation. (a) Until the occurrence Buyer’s Board of an Investor Rights Termination Event, Directors (i“Buyer's Board”) there shall be currently consists of five (5) directors directors. Subject to the occurrence of the CompanyClosing, except upon Shareholder Approval (the “Buyer’s Board Expansion Date”), Buyer’s Board shall consist of seven (7) directors, as otherwise agreed to by Phoenix follows: (i) HB, G▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, S▇▇ ▇. ▇▇▇▇, G. S▇▇▇▇▇ ▇▇▇ and the Required Holders or J.R. D▇▇▇▇▇, which persons currently serve as provided in the Certificate members of DesignationBuyer’s Board; and (ii) Phoenix shall be entitled to nominate two (2) individual directors or director nominees to serve as directors and designated by Seller (the Required Holders shall be entitled to nominate one (1) individual director or director nominee“Seller Directors”), who shall initially be independent under applicable Nasdaq J▇▇▇▇ ▇▇▇▇▇ and SEC rulesJ▇▇▇▇ ▇▇▇▇▇▇. The Seller Directors shall not receive compensation for their service as directors; provided, that the Buyer shall promptly reimburse the Seller Directors for all reasonable and documented out-of-pocket expenses incurred by them in connection with their service as directors. HB, Medley and MOF II each agree to serve as a director, as provided vote all of their Shares in the Certificate support of Designation (collectively, the “Series B Preferred Directors”this Section 4.2(a). (b) Until Subject to the occurrence of an Investor Rights Termination Eventthe Closing, at each Company Stockholders’ Meeting(i) following the Buyer's Board Expansion Date, or upon a super-majority (66 2/3%) vote of Buyer's Board (which shall include the taking vote of a the Seller Directors) and (ii) prior to the Buyer’s Board Expansion Date, written consent of stockholders for such purpose: Seller shall be required to approve transactions constituting a “reorganization” under the California Corporations Code or any possible change of control transaction to which Buyer or any subsidiary thereof is a party. A “change of control transaction” shall include, without limitation, any transaction (aby stock sale, merger, consolidation or otherwise) the holders whereby any Person or group of Persons acquire 50% or more of the Series B Preferred Stock shall have the right, voting separately as a class (to the exclusion securities of Buyer or any sale of all other classes or series any material portion of the Companyassets of Buyer or its subsidiaries (including, without limitation, equity interests of Buyer’s capital stock), to elect the Series B Preferred Directors, as provided in the Certificate of Designation, 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 holders of Voting Securities, voting together as a single class on an as-converted to Common Stock basis (the “Remaining Directors”subsidiaries). (c) Any Series B Preferred Director elected If on any date after the Closing Date, the Seller and MOF II (together with their affiliate transferees) beneficially own in the aggregate less than 90% of the Common Shares acquired by the Seller and MOF II pursuant to Section 2 this Agreement, Seller shall no longer be entitled to designate any Seller Directors to Buyer’s Board and the Seller Directors shall, upon the written request of Buyer, promptly tender their resignations. If on any date after the Closing Date, HB beneficially owns less than 90% of the Certificate shares of Designation may be removed at any time, with or without cause by, and only byCommon Stock owned by him on the date of this Agreement, the affirmative vote, given at a meeting or by written consent, of the holder(sLenders voting obligations under Section 4.2(a) who designated or nominated such director. The Remaining Directors may be removed at any time, with or without cause by the affirmative vote, given at a meeting or by written consent, of the holders of the Voting Securities, voting together as a single class on an as-converted to Common Stock basisshall terminate and expire. (d) The Series B Preferred Directors shall be entitled to reimbursement from From the Company for all costs and expenses in attending any meetings date of the Closing until the Buyer's Board or any committee thereofExpansion Date, Seller may designate one person to attend every Buyer's Board meeting as provided in the Certificate of Designation. The Company shall notify the Series B Preferred Directors of all regular an unpaid advisor to Buyer's Board, and 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 Buyer shall provide the Series B Preferred Directors with to Seller copies of all noticesinformation, minutes, materials and consents and other materials provided to all other members of the Buyer’s Board concurrently as and reimburse such materials are provided to the other membersadvisor’s reasonable and documented out-of-pocket expenses incurred in connection with his or her attendance at meetings.

Board Representation. (a) Until ▇▇. ▇▇▇▇▇ ▇. Aljian is today being -------------------- elected as a director of the occurrence Company and will be proposed by the Company's Governance Committee for election as a director at the 1996 Annual Meeting of an Investor Rights Termination Event, (i) there shall be five (5) directors Shareholders of the Company. Subject to its fiduciary duties, except Chrysler's Board of Directors will nominate ▇▇. ▇▇▇▇▇▇ (or, if ▇▇. ▇▇▇▇▇▇ is unable or unwilling to serve, a successor as otherwise agreed to contemplated by Phoenix and this Section 8) for election at each meeting (or in each action by written consent in lieu of a meeting) of stockholders of the Required Holders or Company for the election of directors during the term of this Agreement so long as provided in Tracinda Beneficially Owns more than 5% of the Certificate outstanding shares of Designation; and (ii) Phoenix shall be entitled to nominate two (2) individual directors or director nominees to serve as directors and the 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 “Series B Preferred Directors”)Voting Securities. (b) Until If ▇▇. ▇▇▇▇▇▇ (or such a successor) is no longer a director of 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: as contemplated by paragraph (a) of this Section 8, Tracinda may propose to the holders Company as a nominee for election as a director of the Series B Preferred Stock shall have Company a person who (i) has recognized standing in the rightbusiness community, voting separately as (ii) is not a class (to the exclusion of all other classes former director, officer or series employee of the Company’s capital stock), to elect the Series B Preferred Directors, as provided in the Certificate of Designation, Company and (biii) the remaining two (2) directors does not have a conflict of interest with the Company, each of whom shall in which event, with the Company's consent (such consent not to be independent under applicable Nasdaq and SEC rulesunreasonably withheld), shall such person will be elected by proposed to the holders of Voting Securities, voting together as a single class on Governance Committee; it being understood that the Company agrees that Mr. ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ would be an as-converted to Common Stock basis (the “Remaining Directors”)acceptable Tracinda designee. (c) Any Series B Preferred Director The Company will use its best efforts to cause ▇▇. ▇▇▇▇▇▇ or any such successor nominated as provided in this Section 8 to be elected pursuant to Section 2 by the stockholders of the Certificate Company and will solicit proxies in favor of Designation may be removed ▇▇. ▇▇▇▇▇▇ or any such successor at any time, with each meeting (or without cause by, and only by, the affirmative vote, given at a meeting or in each action by written consent, consent in lieu of a meeting) of stockholders of the holder(s) who designated or nominated such director. The Remaining Directors may be removed at any time, with or without cause by the affirmative vote, given at a meeting or by written consent, of the holders of the Voting Securities, voting together as a single class on an as-converted to Common Stock basisCompany. (d) The Series B Preferred Directors shall be entitled to reimbursement from If the Company for all costs and expenses in attending any meetings of the Board or any committee thereof, does not accept a Tracinda designee as provided in paragraph (b) of this Section 8, the Certificate of Designationprocess set forth therein shall be repeated so long as reasonably appropriate to find a successor candidate acceptable to both Tracinda and the Company. (e) This Agreement shall terminate if one year elapses after ▇▇. The Company shall notify the Series B Preferred Directors of all regular and special meetings ▇▇▇▇▇▇ or a successor is not a director of the Board Company (unless this occurs at a time when Tracinda Beneficially Owns less than 5% of Chrysler's outstanding Voting Securities), provided that (i) such period shall be six months if Mr. -------- ▇▇▇▇▇▇ or a successor is not a director after June 1, 2000 and any committee (ii) this Agreement shall not terminate if the absence of a successor on the Company's Board of which any of the Series B Preferred Directors is results from Tracinda's failure to designate 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 members of the Board concurrently potential successor as such materials are provided to the other memberscontemplated by this Section 8.

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) Until the occurrence Enron shall, subject to subsection (e) of an Investor Rights Termination Eventthis Section 2.1, (i) there shall be five (5) directors of the Company, except as otherwise agreed to by Phoenix and the Required Holders or as provided in the Certificate of Designation; and (ii) Phoenix shall 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 (2the "Enron Directors") individual directors or director nominees to serve as directors the Company Board; provided, however, that from and after the Required Holders First Disposition Date, Enron's entitlement under this subsection shall be entitled reduced to the right to nominate one (1) individual director or director nominee, who shall be independent under applicable Nasdaq and SEC rules, for election to serve as a director, as provided in the Certificate of Designation (collectively, the “Series B Preferred Directors”).Company Board; (b) Until the occurrence of an Investor Rights Termination EventCompany agrees, at each Company Stockholders’ Meeting, or upon the taking of a written consent of stockholders for such purpose: (a) the holders by action of the Series B Preferred Stock shall have Company Board, (i) to establish, by appointment from among the rightmembers of the Company Board, voting separately as a class and maintain an Audit Committee and (ii) to appoint to the exclusion of all other classes or series Audit Committee one of the Company’s capital stock), to elect the Series B Preferred Enron Directors, as provided in the Certificate of Designation, 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 designated by the holders of Voting Securities, voting together as a single class on an as-converted to Common Stock basis (the “Remaining Directors”).Enron; (c) Any Series B Preferred Director elected 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 "Subsidiary Boards" and, together with the Company Board, the "Applicable Boards") a number of individuals designated by Enron, who need not be directors, officers or employees of the Company or any of its Subsidiaries, that is, in the case of each Subsidiary Board, as nearly as is practicable, Proportional to the number of members of each such Subsidiary Board (together with Enron's designated member of the Audit Committee, the "Enron Designees"); provided, however, that if at any time during the duration of the Entitlement Period a Subsidiary Board consists solely of officers or employees of the Company or any of its Subsidiaries (an "Insider Board") and only for so long as such Subsidiary Board remains an Insider Board, the Company shall not be obligated pursuant to Section 2 of this subsection (c) to elect or cause to be elected the Certificate of Designation may be removed at any time, with or without cause by, and only by, the affirmative vote, given at a meeting or individuals so designated by written consent, of the holder(s) who designated or nominated Enron to such director. The Remaining Directors may be removed at any time, with or without cause by the affirmative vote, given at a meeting or by written consent, of the holders of the Voting Securities, voting together as a single class on an as-converted to Common Stock basis.Subsidiary Board; (d) The Series B Preferred Directors shall be entitled to reimbursement from the Company for agrees to 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 costs and expenses in attending any meetings of the Executive Committee and 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 to such committee members; (e) the Company agrees, to the extent that the Company 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 permit one individual designated by Enron, who need not be a director, officer or employee of the Company or any committee thereofof its Subsidiaries, to attend as provided a non-voting observer all meetings of each such Applicable Board and the Audit Committee; and (f) the Company agrees to provide advance notice in accordance with Section 60.034 of the Certificate of Designation. The Company shall notify Oregon Business Corporation Act and the Series B Preferred Directors of all Company's bylaws to each Enron Director with respect to each regular and special meetings meeting of the Company Board and any committee the Audit Committee which notice shall, in the case of each special meeting, include a reasonable summary of the Board of which any subject matter 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 members of the Board concurrently as such materials are provided to the other membersmeeting.

Board Representation. Section 3.01. Nominating Purchaser Representation on Company and Bank Entity Board of Directors. (a) Until On the occurrence First Closing Date, subject to any required approval or non-objection of an Investor Rights Termination Eventthe FDIC, IDFPR, Federal Reserve Board or other Governmental Authority, the Company will appoint one individual (ieach a “Nominating Purchaser Nominee”) there shall designated by each Nominating Purchaser (who may be five (5affiliated with such Nominating Purchaser) directors of and approved by the Company, except as otherwise agreed to by Phoenix and the Required Holders which approval will not be unreasonably withheld, conditioned 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 as directors and the Required Holders shall be entitled to nominate one (1) individual director or director nominee, who shall be independent under applicable Nasdaq and SEC rulesdelayed, to serve as (A) a directormember of the Board of Directors and the board of directors of each Bank Entity and (B) at the option of such Nominating Purchaser Nominee, as provided a member of each of the respective committees of the Boards of Directors of the Company and each Bank Entity for which such Nominating Purchaser Nominee qualifies (each such committee, a “Board Committee”) (provided, that in the Certificate case of Designation (collectivelyany such Board Committee, such Nominating Purchaser Nominee would not constitute more than 25% of the “Series B Preferred Directors”members of such Board Committee). A Nominating Purchaser Nominee may only be subject to removal from the Board Committees and replaced on such Board Committees by another nominee if the Nominating Purchaser that appointed such Nominating Purchaser Nominee elects, in its sole discretion, to remove and replace such Nominating Purchaser Nominee from the Board Committees for and of which such Nominating Purchaser Nominee qualifies and has elected to be a member, subject to approval of any replacement by the Company, which approval will not be unreasonably withheld, conditioned or delayed. (b) 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: Each Nominating Purchaser Nominee shall be entitled to (a) the holders of the Series B Preferred Stock shall have the rightdirectors and officers insurance coverage, voting separately as a class (to the exclusion of all other classes or series of the Company’s capital stock), to elect the Series B Preferred Directors, as provided in the Certificate of Designation, and (b) the remaining two (2) directors of indemnification from the Company, (c) fees and (d) any other rights and benefits, in each case in amounts and scope of whom shall be independent under applicable Nasdaq and SEC rules, shall be elected by the holders of Voting Securities, voting together as a single class on an as-converted coverage comparable to Common Stock basis (the “Remaining Directors”)those provided to other outside directors. (c) Any Series B Preferred Director For so long as each Nominating Purchaser and its Affiliates maintain an Ownership Interests of at least 2.5%, the Board of Directors and the board of directors of each Bank Entity will nominate an individual designated by each Nominating Purchaser and approved by the Company and each Bank Entity, which approval will not be unreasonably withheld, conditioned or delayed, for election to the Board of Directors and the board of directors of each Bank Entity, and the Company and each Bank Entity will do all other lawful things in their power to cause that person to be elected pursuant to Section 2 its respective Board of Directors. Upon such election, such Nominating Purchaser Nominee shall be appointed to serve as a member of the Certificate respective Board Committees for and of Designation may which such Nominating Purchaser Nominee qualifies and has elected to be removed at any time, with or without cause bya member, and only bythe Company and each Bank Entity will do all other lawful things in their power to cause that person to be elected to each of the Board Committees to which such Nominating Purchaser Nominee has been appointed, including without limitation, increasing the number of members on each of the Board Committees to four or more members. If a Nominating Purchaser Nominee ceases to serve as a director for any reason, the affirmative voteCompany and each Bank Entity shall cause the vacancy created thereby to be filled by an individual designated by the Nominating Purchaser that appointed such Nominating Purchaser Nominee as soon as reasonably practicable, given at a meeting or by written consent, subject to the Company’s and each Bank Entity’s reasonable approval of the holder(s) who qualifications of such designated individual and to any required regulatory approval or non-objection. If an individual designated by a Nominating Purchaser and nominated such director. The Remaining Directors may be removed at any time, with or without cause by the affirmative voteCompany and each Bank Entity is not elected to the Board of Directors or the board of directors of any Bank Entity, given at a meeting the Company or such Bank Entity, as applicable, shall immediately increase the size of its Board of Directors, notwithstanding the limitation set forth in Section 3.01(d) hereof, and appoint to its Board of Directors an individual designated by written consentthe Nominating Purchaser that appointed such Nominating Purchaser Nominee, subject to the Company’s or such Bank Entity’s reasonable approval of the holders qualifications of such designated individual and to any required regulatory approval or non-objection (such individual to be different from the individual who was not elected by the stockholders of the Voting Securities, voting together as a single class on an as-converted to Common Stock basisCompany or such Bank Entity). (d) The Series B Preferred For so long as each Nominating Purchaser and its Affiliates collectively maintain an Ownership Interest of at least 2.5%, the Board of Directors and the board of directors of each Bank Entity shall not exceed nine persons. Notwithstanding the foregoing, the Board of Directors and the board of directors of each Bank Entity may exceed nine members (i) to the extent necessary to increase the size of such Board of Directors to enable the Company or such Bank Entity to comply with the last sentence of Section 3.01(c), or (ii) during the period that is three months following the Closing Date; provided that, during that period, the Company and such Bank Entity, as applicable, shall use their reasonable best efforts to cause the reduction in the number of directors to not more than nine. (e) In the event a Nominating Purchaser and its Affiliates collectively fail to maintain an Ownership Interest of at least 2.5%, such Nominating Purchaser agrees to cause its Nominating Purchaser Nominee to resign from the Board of Directors and the board of directors of each Bank Entity if requested by the Company and each Bank Entity, as applicable; provided that such Nominating Purchaser Nominee shall be entitled to reimbursement from serve until the date of the next annual meeting of the stockholders of the Company and each Bank Entity following such request. (f) In lieu of designating a nominee to election to the Board of Directors or the board of directors of any Bank Entity or if, at the Closing Date, the Company has not received any required approval or non-objection of the FDIC, IDFPR, Federal Reserve Board or other Governmental Authority with respect to the appointment of the a Nominating Purchaser Nominee to the Board of Directors of the Company, the Nominating Purchaser that appointed a Nominating Purchaser Nominee shall be entitled to designate an advisory member to the Board of Directors of the Company and each of the respective Board Committees of the Company for which such Nominating Purchaser Nominee qualifies (each, an “Advisory Member”) to be appointed by resolution of a majority of the Board of Directors and the board of directors of each Bank Entity. The Advisory Members shall be without voting power or power of final decision in matters concerning the business of the Company and each Bank Entity. The Advisory Members shall not be counted to determine the number of directors of the Company or a Bank Entity or the presence of a quorum for any action by the Board of Directors, and shall not be required to own qualifying shares. The Advisory Members shall be permitted to attend all costs and expenses in attending any meetings of the Board or any committee thereofof Directors and the board of directors of each Bank Entity, as provided in and the Certificate of Designation. The Company shall notify the Series B Preferred Directors of all regular and 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 each Bank Entity shall provide the Series B Preferred Directors with Advisory Members, at the same time and in the same manner as provided to the directors, notice of such meetings and copies of all notices, minutes, consents and other materials provided materials, financial and otherwise, which the Company or each Bank Entity provides its directors. An Advisory Member shall serve until such date that the Nominating Purchaser Nominee selected by the Nominating Purchaser is appointed to all other members the Board of Directors and the board of directors of each Bank Entity or until the Nominating Purchaser that designated such Advisory Member elects to have such Advisory Member become a full member of the Board concurrently as such materials are provided to of Directors or the other membersboard of directors of any Bank Entity.

Board Representation. The Initial Beneficial Owners shall have the right to designate (a) Until two members of the occurrence Board of an Investor Rights Termination EventDirectors and, (i) there shall be five (5) in the event that a Permitted Reorganization is consummated, one member to the board of directors of the Company, except as otherwise agreed to 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 as directors and the 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 “Series B Preferred Directors”). (b) Until the occurrence of an Investor Rights Termination Event, if at each Company Stockholders’ Meeting, or upon the taking of a written consent of stockholders for such purpose: (a) the holders least $125.0 million aggregate principal amount of the Series B Preferred Stock shall have the right, voting separately as a class (to the exclusion of all other classes or series of the Company’s capital stock), to elect the Series B Preferred Directors, as provided in the Certificate of Designation, Notes remain outstanding and (b) one member of the remaining Board of Directors if less than $125.0 million aggregate principal amount of the Notes remain outstanding but greater than $50.0 million aggregate principal amount of the Notes remain outstanding (each, a “Noteholder Director”), in each case to be appointed to the Board of Directors promptly following such designation, and TopCo or the Company, as applicable, shall cause such Noteholder Directors to be duly appointed or elected to the Board of Directors; provided, however, that in no event shall the rights under the indenture governing the Company’s 5.50% Senior Notes due 2026 or this Second Supplemental Indenture allow the Initial Beneficial Owners to designate more than two members to the Board of Directors (2) and one member to the board of directors of the Company, each in the event that a Permitted Reorganization is consummated) if the threshold described in clause (a) above is reached, or to designate more than one member to the Board of whom shall Directors if the threshold described in clause (b) above is reached; provided, further, that such directors (x) must be independent under applicable Nasdaq and SEC rules, shall be elected by the holders of Voting Securities, voting together reasonably qualified to serve as a single class on an as-converted to Common Stock basis (the “Remaining Directors”). (c) Any Series B Preferred Director elected pursuant to Section 2 of the Certificate of Designation may be removed at any time, with or without cause by, and only by, the affirmative vote, given at a meeting or by written consent, of the holder(s) who designated or nominated such director. The Remaining Directors may be removed at any time, with or without cause by the affirmative vote, given at a meeting or by written consent, of the holders of the Voting Securities, voting together as a single class on an as-converted to Common Stock basis. (d) The Series B Preferred Directors shall be entitled to reimbursement from the Company for all costs and expenses in attending any meetings of the Board or any committee thereof, as provided in the Certificate of Designation. The Company shall notify the Series B Preferred Directors of all regular and special meetings of the Board and any committee member of the Board of which any Directors (or the board of directors of the Series B Preferred Directors is Company, as the case may be) and (y) are not prohibited from acting as 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 members member of the Board concurrently of Directors (or the board of directors of the Company, as the case may be) by any applicable law or regulation (including but not limited to U.S. securities laws and New York Stock Exchange regulations). In the event that any Noteholder Director resigns or is removed from office, TopCo or the Company, as applicable, agrees to take all necessary actions to install, in lieu of such materials are provided to person, such new person on the other membersBoard of Directors or the board of directors of the Company as may be designated by the Initial Beneficial Owners, in accordance with this Section 5.09.” (e) Section 5.09. Board Representation in the Ninth Supplemental Indenture is hereby deleted in its entirety and replaced in lieu thereof with the following:

Board Representation. (a) Until the occurrence of an Investor Rights Termination Event, (i) there shall be five (5) directors of So long as any Series C Preferred Stock remains outstanding, the Company, except as otherwise agreed to 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 as directors and the Required Requisite Preferred Holders shall be entitled to nominate elect one (1) individual director or director nominee, who shall be independent under applicable Nasdaq and SEC rules, to the Board to serve as a director, as provided in director (an "Option Director") upon the Certificate occurrence or continuation of Designation (collectively, the “Series B Preferred Directors”)an Event of Option. (bii) 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 exclusion of all Notwithstanding any other classes or series of the Company’s capital stock), to elect the Series B Preferred Directors, as provided in the Certificate of Designation, 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 holders of Voting Securities, voting together as a single class on an as-converted to Common Stock basis (the “Remaining Directors”). (c) Any Series B Preferred Director elected pursuant to Section 2 sections of the Certificate of Designation Incorporation, so long as any Series C Preferred Stock remains outstanding, the Requisite Preferred Holders shall be entitled to (A) remove from the Board any Preferred Director elected under the foregoing subsection (i), (B) elect each successor to any such Preferred Director removed in accordance herewith or who otherwise vacates such office, and (C) remove any other director necessary to create sufficient vacancies on the Board to permit the Requisite Preferred Holders to elect additional individuals to the Board upon an occurrence or continuance of an Event of Option, pursuant to the foregoing clause (i) above. (iii) The right of the Preferred Holders to elect directors may be removed exercised at the special meeting called pursuant to this Section, at any timeannual or other special meeting of shareholders and, with or without cause byto the extent and in the manner permitted by Applicable Law, and only by, the affirmative vote, given at pursuant to a meeting or by written consent, consent in lieu of a shareholders meeting. A proper officer of the holder(s) who designated or nominated such director. The Remaining Directors may be removed at Corporation shall, upon the written request of the Requisite Preferred Holders, addressed to any timeofficer of the Corporation, with or without cause by the affirmative vote, given at call a special meeting or by written consent, of the holders of Preferred Stock for the Voting Securitiespurpose of electing directors pursuant to this Section. Such meeting shall be held at the earliest legally permissible date at the principal office of the Corporation, voting together as or at such other place designated by the Requisite Preferred Holders. If such meeting has not been called by a single class on an as-converted proper officer of the Corporation within 2 days after personal delivery, by hand or by a nationally recognized, overnight courier guaranteeing next business day delivery, of such written request upon any officer of the Corporation or within 5 days after mailing the same to Common Stock basisthe secretary of the Corporation at its principal office, then the Requisite Preferred Holders may call such meeting at the expense of the Corporation, and such meeting may be called upon the notice required for annual meetings of shareholders and shall be held at the Corporation's principal office, or at such other place designated by the Requisite Preferred Holders. The Preferred Holders shall be given access to the stock record books of the Corporation for the purpose of causing a meeting of stockholders to be called pursuant to this Section. (div) At any meeting or at any adjournment thereof at which the Preferred Holders have the right to elect directors, the presence, in person or by proxy, of the Preferred Holders shall be required to constitute a quorum for the election or removal of any director by the Requisite Preferred Holders. The affirmative vote of the Requisite Preferred Holders shall be required to elect or remove any Preferred Director. (v) The Series B Corporation shall pay or reimburse each Preferred Directors shall be entitled to reimbursement from Director for the Company for all costs and reasonable out-of-pocket expenses incurred by such Person in connection with attending any meetings of the Board or any committee thereof, as provided in the Certificate of Designation. The Company shall notify the Series B Preferred Directors of all regular and special formal meetings of the Board and any committee thereof. The Corporation shall use its best efforts to maintain video teleconferencing capabilities for all formal meetings of the Board of which and 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 members of the Board concurrently as such materials are provided to the other memberscommittee thereof.

Board Representation. (a) Until Upon the occurrence of the Second Closing, (i) the Company shall increase the size of the Board by two directors and (ii) the Board shall fill these vacancies with two persons designated by the Investor who shall be reasonably acceptable to the Board (including that each such person shall have had at least five years of private industry experience, generally confirm the Company’s mission and strategy and qualify as “independent” in accordance with Nasdaq and the Exchange Act) and shall meet all qualifications required by written 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 time that apply to all nominees for the Board (a “Qualified Nominee”), all as set forth under “Corporate Governance” on the Company’s website at w▇▇.▇▇▇▇▇▇▇.▇▇▇. In addition, the applicable definitions of “independent” as currently in effect are set forth on Exhibit C attached hereto. (b) Following the Second Closing and until the occurrence of an Investor Rights Termination Event, (i) there shall be five (5) directors at each annual meeting of the stockholders of the Company, except the Board shall nominate and recommend for election two Qualified Nominees designated by the Investor to serve as otherwise agreed 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 Phoenix the Investor and serving on the Required Holders 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 limited to two persons); 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 other nominees to the Board, including that the Company will not be obligated to pay extraordinary costs with regard to the election of such Qualified Nominees as provided in the Certificate of Designation; directors and (ii) Phoenix upon the death, disability, retirement, resignation, removal or other vacancy of a director designated by the Investor, the Board shall be entitled to nominate two (2) individual directors or director nominees to serve as directors and the 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 elect as a director, as provided in director to fill the Certificate of Designation (collectively, the “Series B Preferred Directors”). (b) Until the occurrence of an Investor Rights Termination Event, at each Company Stockholders’ Meeting, or upon the taking of vacancy so created 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 exclusion of all other classes or series of the Company’s capital stock), to elect the Series B Preferred Directors, as provided in the Certificate of Designation, 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 Qualified Nominee designated by the holders of Voting Securities, voting together as a single class on an as-converted Investor to Common Stock basis (the “Remaining Directors”)fill such vacancy. (c) Any Series B Preferred Director elected pursuant to Section 2 Each of the Certificate 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 Designation may be removed at any time, with or without cause bythe Board, and only by, the affirmative vote, given at a meeting or by written consent, of the holder(s) who designated or nominated such director. The Remaining Directors may be removed at any time, with or without cause by the affirmative vote, given at a meeting or by written consent, of the holders of the Voting Securities, voting together as a single class on an as-converted to Common Stock basis. (d) The Series B Preferred Directors shall be entitled to reimbursement from the Company for all costs and documented, reasonable out-of-pocket expenses incurred in attending any meetings of the Board or any committee committees thereof, to the same extent as provided in the Certificate other members of Designationthe Board. The Company shall notify the Series B Preferred Directors 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 any of the Series B Preferred Directors respective Board Representative is a member. The Company shall provide the Series B Preferred Directors 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 Qualified Nominee or a Board Representative, (ii) the Company shall have no obligation under paragraphs (a) - (c) of this Section 2.3 and (iii) neither the Investor nor any person designated by Investor as provided above in this Section 2.3 shall have any rights under this Section 2.3.

Board Representation. EEN and the Purchaser agree that after the date hereof, the number of persons comprising the Board of Directors of EEN (the "Board") shall be no more than four (4) persons, one of whom shall be nominated by Exus Global, Inc, one of whom will be nominated by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, a founding shareholder of EEN, and two will be nominated by the Purchaser. The Purchaser agrees to appoint the Exus nominee and ▇▇▇▇▇▇▇▇ nominee to the Board; upon the death or resignation of the Exus or ▇▇▇▇▇▇▇▇ nominee, EEN and the Purchaser agree to take any and all necessary steps to ensure that the replacement nominee of Exus or ▇▇▇▇▇▇▇▇ becomes a Board member as soon as possible. Each of the following matters shall require a super majority (75%) approval of the Board, and EEN, and no officer, employee or agent of EEN shall have authority, in the name or on behalf of EEN, to take any of the following actions, directly or indirectly, without the prior approval: (a) Until the occurrence appointment and/or termination of an Investor Rights Termination Event, (i) there shall be five (5) directors any officer or employee of the Company, except as otherwise agreed to by Phoenix EEN 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 as directors and the 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 “Series B Preferred Directors”).compensation thereof; (b) Until incur any indebtedness whatsoever by or on behalf of EEN, including, without limitation, guarantee the occurrence of an Investor Rights Termination Event, at each Company Stockholders’ Meeting, indebtedness or upon the taking of a written consent of stockholders for such purpose: (a) the holders obligations of the Series B Preferred Stock shall have the rightCompany or any other person, voting separately as other than in an amount not to exceed $25,000, either individually or in a class (to the exclusion of all other classes series or series of the Company’s capital stock), to elect the Series B Preferred Directors, as provided in the Certificate of Designation, 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 holders of Voting Securities, voting together as a single class on an as-converted to Common Stock basis (the “Remaining Directors”).related transactions; (c) Any Series B Preferred Director elected pursuant to Section 2 the making of the Certificate of Designation may be removed at any time, with or without cause by, and only by, the affirmative vote, given at a meeting or by written consent, of the holder(s) who designated or nominated such director. The Remaining Directors may be removed at any time, with or without cause by the affirmative vote, given at a meeting or by written consent, of the holders of the Voting Securities, voting together as a single class on an as-converted to Common Stock basis.loan from EEN; (d) The Series B Preferred Directors shall be entitled to reimbursement from the Company sale or issuance of any shares of EEN or other securities or other rights convertible or exchangeable into or exercisable for shares of EEN (collectively, "New Securities"); (e) a sale of all costs and expenses in attending any meetings or substantially all of the Board assets or technology of EEN; (f) the participation by EEN in any committee thereofjoint venture, as provided partnership or other association or strategic alliance; (g) engage in any business other than the Certificate of Designation. The Company shall notify the Series B Preferred Directors of all regular and special meetings of the Board and business currently engaged in by EEN; (h) permit or cause 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 noticesamendment, minutes, consents and modification or other materials provided to all other members of the Board concurrently as such materials are provided change to the Articles of Incorporation or Bylaws of EEN; (i) declare or pay any dividend or other membersdistribution of cash, stock or other asset of EEN; or (j) the dissolution or termination of EEN.

Board Representation. (a) Until Upon the occurrence execution and delivery of an Investor Rights Termination Eventthis Agreement, the Board of Directors of the Company (ithe "Board") there shall consist of five members in accordance with the following: (1) One member of the Board (including any vacancies with respect thereto) (the "Common Stock Director"), shall initially be nominated and elected by the holders of a majority of the Common Stock voting as a separate class (the "Majority Common Stockholders") and shall be five (5) directors the Chief Executive Officer of the Company, except as otherwise agreed to by Phoenix and the Required Holders or as provided in the Certificate of Designation; and (ii) Phoenix . The Common Stock Director shall initially be entitled to nominate two ▇▇▇▇▇ ▇▇▇▇▇. (2) individual directors or director nominees to serve as directors and One member of the Required Holders shall be entitled to nominate one Board (1including any vacancy with respect thereto) 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 “"Series B Preferred Directors”Director") will be nominated and elected by the holders of a majority of the Series B Convertible Preferred Stock voting as a separate class (the "Majority Series B Preferred Stockholders"). The Series B Preferred Director shall initially be ▇▇▇▇ ▇▇▇▇. (3) One member of the Board (including any vacancy with respect thereto) (the "Series C Preferred Director") will be nominated and elected by the holders of a majority of the Series C Convertible Preferred Stock voting as a separate class (the "Majority Series C Preferred Stockholders"). The Series C Preferred Director shall initially be a representative of ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇ ("Qualcomm"). (b4) Until One member of the occurrence of an Investor Rights Termination Event, at each Company Stockholders’ Meeting, or upon Board (including any vacancy with respect thereto) (the taking of a written consent of stockholders for such purpose: (a"Series D Preferred Director") will be nominated and elected by the holders of a majority of the Series B D Convertible Preferred Stock shall have the right, voting separately as a separate class (to the exclusion "Majority Series D Preferred Stockholders"). The Series D Preferred Director shall initially be ▇▇▇▇ ▇▇▇▇▇▇, a representative of all other classes or series Benchmark Capital Partners ("Benchmark"). (5) One member of the Company’s capital stock), to elect Board (including any vacancies with respect thereto) (the Series B Preferred Directors, as provided in the Certificate of Designation, and (b"Outside Director") the remaining two (2) directors of the Company, each of whom shall be independent under applicable Nasdaq and SEC rules, shall will be elected by the holders of Voting Securitiesa majority of the Common Stock and Convertible Preferred Stock, voting together as a single class on an as-converted and shall be a person who is not affiliated with the Company or any Holder and shall be acceptable to Common Stock basis (a majority of the “Remaining Directors”)Company's other directors. The Outside Director shall initially be the nominee of a majority of the Company's other directors specified above. (cb) Any Series B Preferred Director All directors shall be elected pursuant to Section 2 at a meeting of stockholders (or by written consent in lieu of such meeting) and shall serve until the annual meeting of the Certificate stockholders next succeeding such director's election and until such director's successor is elected and qualified, or as otherwise provided in the Company's bylaws. Any director nominated by the holders of Designation a particular series of Convertible Preferred Stock may be removed at any timeduring such director's term of office, either with or without cause bycause, by and only by, by the affirmative vote, vote of holders of a majority of the outstanding shares of such series of Convertible Preferred Stock entitled to nominate such director given at a special meeting of stockholders duly called or by an action or written consent, consent for that purpose. Any vacancy existing or created in the offices of the holder(s) who designated or nominated any such director. The Remaining Directors directors may only be removed at any time, with or without cause by the affirmative vote, given at a meeting or by written consent, of the holders of the Voting Securities, voting together as a single class on an as-converted to Common Stock basis. (d) The Series B Preferred Directors shall be entitled to reimbursement from the Company for all costs and expenses in attending any meetings of the Board or any committee thereof, filled as provided in the Certificate of Designation. The Company shall notify the Series B Preferred Directors of all regular and 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 members of the Board concurrently as such materials are provided to the other membersthis Section 1.

Board Representation. (a) Until The Company and each Stockholder shall take such corporate actions as may be reasonably required to ensure that the occurrence number of an Investor Rights Termination Event, directors constituting the Board of Directors of the Company (ithe "Board") there shall be is at all times not more than five (5) or such other number as is provided by the Company's By-laws; provided, however, that for so long as there is at least one Independent Director, the Board shall have the right to determine the size of the Board. (b) Subject to the terms of this Agreement: (i) so long as any of the shares of the Series A Preferred Stock issued remains outstanding and the Company has not completed a Qualifying IPO, the holders of a majority of voting power of all Series A Preferred Stock, voting together as one class, shall be entitled (A) to elect two (2) individuals to the Board to serve as directors until their successors are elected and qualified (the "Series A Preferred Stock Designees"), (B) to elect such successor, and (C) to remove from the Board any director nominated under the foregoing clause (A) or (B). For so long as Planet Zanett Corporate Incubator, Inc., a Delaware corporation, or its Affiliates or successors in interest by operation of law or agreement ("Planet Zanett"), continues to hold at least thirty percent (30%) of the shares of the Series A Preferred Stock initially purchased by it from the Company, except as otherwise agreed Planet Zanett shall have the right to by Phoenix appoint one (1) of the two (2) Series A Preferred Stock Designees, and Planet Zanett shall be entitled to Board observation rights, which includes the Required Holders or as right to receive all information provided in the Certificate of Designation; and to Board members; (ii) Phoenix the holders of a majority of voting power of all Common Stock, voting as a class, shall be entitled to elect two (2) directors to the Board to serve as directors until their successors are elected and qualified, (B) to elect each such successor, and (C) to remove from the Board any director elected under the foregoing clause (A) or (B); and (iii) a majority of the directors on the Board shall be entitled to nominate two (2) individual directors or director nominees to serve as directors and the Required Holders elect one Independent Director. An "Independent Director" shall be entitled a person who, at the time such person is nominated to nominate one (1) individual be a director or director nominee, who shall be independent under applicable Nasdaq and SEC rules, to serve as while such person is a director, as provided in the Certificate of Designation (collectively, the “Series B Preferred Directors”). (bi) Until the occurrence of is not an Investor Rights Termination Event, at each Company Stockholders’ Meeting, Affiliate 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 exclusion of all other classes or series of the Company’s capital stock), to elect the Series B Preferred Directors, as provided in the Certificate of Designation, and (b) the remaining two (2) directors employee of the Company, each (ii) is not an Affiliate of whom shall be independent under applicable Nasdaq and SEC rulesany stockholder or an employee or director of any stockholder or their respective Affiliates, shall be elected by the holders of Voting Securities, voting together as a single class on an as-converted to Common Stock basis or (the “Remaining Directors”). (ciii) Any Series B Preferred Director elected pursuant to Section 2 of the Certificate of Designation may be removed at any time, with or without cause bydoes not have, and only byis not an Affiliate of any entity that has, a material business relationship with the affirmative vote, given at a meeting or by written consent, of the holder(s) who designated or nominated such director. The Remaining Directors may be removed at any time, with or without cause by the affirmative vote, given at a meeting or by written consent, of the holders of the Voting Securities, voting together as a single class on an as-converted to Common Stock basisCompany. (d) The Series B Preferred Directors shall be entitled to reimbursement from the Company for all costs and expenses in attending any meetings of the Board or any committee thereof, as provided in the Certificate of Designation. The Company shall notify the Series B Preferred Directors of all regular and 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 members of the Board concurrently as such materials are provided to the other members.

Board Representation. (a) Until From and after the occurrence Closing, until such time as the Purchaser Parties collectively no longer Beneficially Own a number of an Investor Rights Termination Event, shares of Purchased Shares equal to (i) there at least ten percent (10%) of the outstanding shares of Common Stock, determined on an As-Converted Common Stock basis (provided, that, for purposes of calculating the percentage As-Converted Common Stock ownership for this Section 4.8, any Exempted Securities shall be excluded and deemed not outstanding), the Purchaser shall be entitled to designate two (2) persons, who shall be Partners, Managing Directors, Advisors or Principals of the Purchaser, CD&R or any CD&R Affiliate and reasonably acceptable to the Company at the time of such designation, to serve on the Company Board (such individuals who are so reasonably acceptable to the Company, the “Purchaser Designees” and each a “Purchaser Designee”) and (ii) at least five percent (5%) (but less than the 10% contemplated in the foregoing clause (i)) of the outstanding shares of Common Stock, determined on an As-Converted Common Stock basis (provided, that, for purposes of calculating the percentage As-Converted Common Stock ownership for this Section 4.8, any shares issued pursuant to clauses (1), (2) and (5) directors of the definition of Exempted Security shall be excluded and deemed not outstanding), the Purchaser shall be entitled to designate one (1) Purchaser Designee. At such time that the Purchaser is no longer entitled to designate one or both Purchaser Designees pursuant to the previous sentence, the Purchaser shall promptly cause one or both Purchaser Designees, as applicable, to offer to resign from the Company Board. The Purchaser Designees shall initially be those persons named on Schedule 4.8(a)(ii) of this Agreement (the “Initial Purchaser Designees”), each of whom has been determined to be reasonably acceptable to the Company. A person that is a Purchaser Designee shall remain and be regarded as a Purchaser Designee for purposes of this Agreement for the remainder of such person’s term on the Company Board or, if earlier, death or resignation. The Company’s obligations to have any Purchaser Designee appointed to the Company Board or nominate any Purchaser Designee for election as a director at any meeting of the Company’s stockholders pursuant to this Section 4.8, as applicable, shall in each case be subject to such Purchaser Designee’s satisfaction of all requirements regarding service as a director of the Company under applicable Law, stock exchange rules regarding service as a director of the Company, except as otherwise agreed to by Phoenix and the Required Holders Company’s corporate governance or other guidelines and director onboarding and membership requirements, in each case, that are generally applicable to all directors. The Purchaser Parties will cause each Purchaser Designee to make himself or herself reasonably available for interviews and to consent to such reference and background checks or other investigations and provide such information as provided in the Certificate of Designation; Company Board may reasonably request to determine the Purchaser’s Designee’s eligibility and (ii) Phoenix shall be entitled to nominate two (2) individual directors or director nominees to serve as directors and the Required Holders shall be entitled to nominate one (1) individual director or director nominee, who shall be independent under applicable Nasdaq and SEC rules, qualification to serve as a director, as provided in director of the Certificate Company Board and otherwise comply with the corporate governance or other guidelines and director onboarding and membership requirements of Designation (collectively, the “Series B Preferred Directors”)Company that are generally applicable to all directors thereof. (b) Until From and after the occurrence of an Investor Rights Termination EventClosing, at each subject to Section 4.7(a), the Company Stockholders’ Meeting, or upon shall take such actions as are reasonably necessary to cause the taking of a written consent of stockholders for such purpose: (a) the holders Purchaser Designees to be nominated as members of the Series B Preferred Stock shall have Company Board and shall, subject to applicable Law and the rightexercise of the fiduciary duties of the Company Board, voting separately as a class (include in any proxy statement prepared, used, delivered or publicly filed by the Company to solicit the exclusion vote of all other classes or series its stockholders in connection with any meeting of Company stockholders the recommendation of the Company Board that stockholders of the Company vote in favor of the Purchaser Designees and solicit votes in favor of the election of the Purchaser Designees to Company Board consistent with the Company’s efforts to solicit votes in favor of the election of the Company’s capital stock), other nominees to elect the Series B Preferred Directors, as provided in the Certificate of Designation, 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 holders of Voting Securities, voting together as a single class on an as-converted to Common Stock basis (the “Remaining Directors”)Company Board. (c) Any Series B Preferred Director elected pursuant The Company, the Purchaser and each Purchaser Designee shall enter into a confidentiality and non-disclosure agreement on reasonably acceptable terms and which shall provide that a Purchaser Designee shall be permitted to Section 2 disclose confidential or non-public information received by such Purchaser Designee in its capacity as a member of the Certificate of Designation may be removed at any time, with or without cause by, and only by, the affirmative vote, given at a meeting or by written consent, Company Board to representatives of the holder(s) who designated or nominated such director. The Remaining Directors may be removed at any time, with or without cause by Purchaser Parties on the affirmative vote, given at a meeting or by written consent, of the holders of the Voting Securities, voting together as a single class on an as-converted terms and subject to Common Stock basisreasonable conditions and limitations set forth therein. (d) The Series B Preferred For so long as a CD&R Person or Purchaser Designee is serving on the Company Board, (i) the Company shall not implement or maintain any trading policy, equity ownership guidelines (including with respect to the use of Rule 10b5-1 plans and preclearance or notification to the Company of any trades in the Company’s securities) or similar guideline or policy with respect to the trading of securities of the Company that applies to any Purchaser Party (including a policy that limits, prohibits or restricts any Purchaser Party from entering into any hedging or derivative arrangements), in each case other than with respect to any CD&R Person or Purchaser Designee solely in his or her individual capacity, except as provided herein, (ii) any share ownership requirement for any Purchaser Designee serving on the Board of Directors will be deemed satisfied by the securities owned by any Purchaser Party and under no circumstances shall any of such policies, procedures, processes, codes, rules, standards and guidelines impose any restrictions on any Purchaser Party’s transfers of securities pursuant to the Registration Rights Agreement or otherwise, subject to compliance with applicable securities Laws, (iii) under no circumstances shall any policy, procedure, code, rule, standard or guideline applicable to the Company Board be violated by any Purchaser Designee receiving compensation from any Purchaser Party and (iv) no Purchaser Designee shall be entitled excluded or required to reimbursement recuse himself or herself from any meetings or materials of the Company for all costs and expenses Board as a result of or in attending connection with his or her affiliation with the CD&R Group or the CD&R Group’s ownership of any meetings Preferred Stock or Common Stock except in connection with a transaction with, or dispute involving, the Purchaser or any other member of the Board CD&R Group, and, in each case of the foregoing clauses (i), (ii), (iii) and (iv), it is agreed that any such policies in effect from time to time that purport to impose terms inconsistent with this Section 4.8 shall not apply to the extent inconsistent with this Section 4.8 (but shall otherwise be applicable to the Purchaser Designee). (e) To the fullest extent permitted by the DGCL and subject to any express agreement that may from time to time be in effect, including the confidentiality provisions set forth in this Agreement, to the extent in compliance with applicable Law, the Company agrees that any Purchaser Designee, CD&R Person, CD&R Group and any CD&R Affiliate or any committee thereofportfolio company thereof (collectively, “Covered Persons”) may, and none of the foregoing shall have any duty not to, (i) invest in, carry on and conduct, whether directly, or as provided a partner in any partnership, or as a joint venturer in any joint venture, or as an officer, director, stockholder, equityholder or investor in any person, or as a participant in any syndicate, pool, trust or association, any business of any kind, nature or description, whether or not such business is competitive with or in the same or similar lines of business as the Company or any of its Subsidiaries, (ii) do business with any client, customer, vendor or lessor of any of the Company or its Affiliates, and/or (iii) make investments in any kind of property in which the Company may make investments. To the fullest extent permitted by the DGCL, to the extent in compliance with applicable Law, the Company renounces any interest or expectancy to participate in any business or investments of any Covered Person as currently conducted or as may be conducted in the future, and waives any claim against a Covered Person. Except as set forth below, the Company agrees that in the event that a Covered Person acquires knowledge of a potential transaction or matter which may constitute a corporate opportunity for both (x) the Covered Person and (y) the Company or its Subsidiaries, the Covered Person shall not have any duty to offer or communicate information regarding such corporate opportunity to the Company or its Subsidiaries. To the fullest extent permitted by the DGCL, the Company hereby renounces any interest or expectancy in any potential transaction or matter of which the Covered Person acquires knowledge and waives any claim against each Covered Person that such Covered Person is liable to the Company or its stockholders for breach of any fiduciary duty solely by reason of the fact that such Covered Person (A) pursues or acquires any corporate opportunity for its own account or the account of any Affiliate or other person, (B) directs, recommends, sells, assigns or otherwise transfers such corporate opportunity to another person or (C) does not communicate information regarding such corporate opportunity to the Company, in each case, except for any corporate opportunity which is expressly offered to a Covered Person in his or her capacity as a member of the Company Board, it being understood that any such corporate opportunity shall belong to the Company (f) Purchaser and the Company agree that, effective as of the Closing, the provisions set forth in this Section 4.8 and any related definitions will be replicated and set forth in the Certificate of Designation. The Company shall notify the Series B Preferred Directors of all regular and 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 members of the Board concurrently as such materials are provided to the other membersDesignations.

Board Representation. Effective as of the First Closing Date, the Board of Directors of the Seller will appoint ▇▇▇▇▇▇▇ ▇. ▇▇▇▇ and ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ to the Board of Directors of the Seller, each 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 first to occur of (i) the passage of five calendar years after the First Closing Date, (ii) the date (if any) on which the Purchaser 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"), the Seller shall nominate two individuals designated by the Purchaser for election to the Seller's Board of Directors; provided, however, that notwithstanding the foregoing, the Purchaser agrees that the Board of Directors of the Seller shall not be required to so nominate any individual designated by the Purchaser (a) Until with respect to whom disclosure would have to be made in any report or proxy material required to be filed with the occurrence Commission pursuant to the Exchange Act that was subject, directly or indirectly, to the disclosure requirements of an Investor Rights Termination Eventeither Item 401(f) of Regulation S-K, (iItem 401(d) there shall be five (5) directors of Regulation S-B, or any successor provision of any of the Companyforegoing, except as otherwise agreed 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 by Phoenix such nomination 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 as directors and the 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 directorDirector of the Seller if elected as such by the stockholders of the Seller. In addition, as provided during the Corporate Governance Period, the 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 be required to so appoint any individual designated by the Purchaser with respect to whom, if a Director of the Seller, 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 -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. Notwithstanding any provision of this Agreement to the contrary, however, in the Certificate of Designation (collectivelyevent that neither a Second Closing nor a Third Closing occurs hereunder, then the “Series B Preferred Directors”). (b) Until Seller shall only be required pursuant to this Section 6.2 to nominate one such individual designated by the occurrence of an Investor Rights Termination Event, at each Company Stockholders’ Meeting, or upon the taking of a written consent of stockholders Purchaser for such purpose: (a) the holders of the Series B Preferred Stock shall have the right, voting separately as a class (election to the exclusion Seller's Board of all other classes or series of Directors for the Company’s capital stock)remainder, to elect the Series B Preferred Directors, as provided in the Certificate of Designation, 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 holders of Voting Securities, voting together as a single class on an as-converted to Common Stock basis (the “Remaining Directors”). (c) Any Series B Preferred Director elected pursuant to Section 2 of the Certificate of Designation may be removed at any time, with or without cause by, and only by, the affirmative vote, given at a meeting or by written consentif any, of the holder(s) who designated or nominated such director. The Remaining Directors may be removed at any time, with or without cause by the affirmative vote, given at a meeting or by written consent, of the holders of the Voting Securities, voting together as a single class on an as-converted to Common Stock basisCorporate Governance Period. (d) The Series B Preferred Directors shall be entitled to reimbursement from the Company for all costs and expenses in attending any meetings of the Board or any committee thereof, as provided in the Certificate of Designation. The Company shall notify the Series B Preferred Directors of all regular and 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 members of the Board concurrently as such materials are provided to the other members.

Board Representation. (a) Until The Company, Lambda and the occurrence Covered Holders shall take such corporate actions as may be required to ensure that the number of an Investor Rights Termination Eventdirectors constituting the Board is at all times no greater than seven (7) or such greater number as Lambda shall have agreed to in writing, (i) there shall be five (5) directors provided, that a unanimous written consent of the CompanyBoard, except as otherwise agreed including the consent of the Lambda Nominees, shall constitute a writing for such purposes, and provided further, that a writing shall not be required if a majority of the directors on the Board approve a resolution at a Board meeting to by Phoenix increase the size of the Board and the Required Holders or as provided Lambda Nominees vote in the Certificate of Designation; and (ii) Phoenix shall be entitled to nominate two (2) individual directors or director nominees to serve as directors and the 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 “Series B Preferred Directors”)majority. (b) Until Lambda shall be entitled to (i) nominate the occurrence of an Investor Rights Termination EventLambda Nominees to the Board to serve as directors until their respective successor(s) are elected and qualified, at (ii) nominate each Company Stockholders’ Meetingsuccessor to the Lambda Nominees, or upon the taking of a written consent of stockholders for such purpose: (a) the holders of the Series B Preferred Stock provided that any successor shall have the right, voting separately as a class (to the exclusion of all other classes or series of the Company’s capital stock), to elect the Series B Preferred Directors, as provided in the Certificate of Designationreasonably appropriate experience and background, and (biii) direct the remaining two removal from the Board of any director nominated under the foregoing clauses (2i) directors of the Company, each of whom shall be independent under applicable Nasdaq and SEC rules, shall be elected by the holders of Voting Securities, voting together as a single class on an as-converted to Common Stock basis or (the “Remaining Directors”ii). (c) Any Series B Preferred Director elected pursuant Each nomination or any direction to Section 2 remove from the Board any Lambda Nominee shall be made by delivering to the Company a notice signed by Lambda. As promptly as practicable, but in any event within ten (10) days after delivery of such notice, the Certificate of Designation Company shall take or cause to be taken such corporate actions as may be removed at any time, with reasonably required to cause the election or without cause by, and only by, the affirmative vote, given at removal proposed in such notice. Such corporate actions may include calling a meeting or by soliciting a written consent, consent of the holder(s) who designated Board, or nominated such director. The Remaining Directors may be removed at any time, with or without cause by the affirmative vote, given at calling a meeting or by soliciting a written consent, consent of the holders stockholders of the Voting Securities, voting together as a single class on an as-converted to Common Stock basisCompany. (d) The Series B Preferred Directors shall be entitled to reimbursement from Upon the written request of Lambda, the Company for and each Covered Holder shall take such actions as may be reasonably required to cause the persons then serving on the Board based on the nomination of Lambda to be appointed to the board of directors (or similar governing body) of all costs direct and expenses in attending any meetings indirect subsidiaries of the Board or any committee thereof, as provided in the Certificate of Designation. The Company shall notify the Series B Preferred Directors of all regular and 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 members of the Board concurrently as such materials are provided to the other membersCompany.

Board Representation. Effective as of the First Closing Date, the Board of Directors of the Seller will appoint Mich▇▇▇ ▇. ▇▇▇▇ ▇▇▇ Raym▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇ the Board of Directors of the Seller, each 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 first to occur of (i) the passage of five calendar years after the First Closing Date, (ii) the date (if any) on which the Purchaser 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"), the Seller shall nominate two individuals designated by the Purchaser for election to the Seller's Board of Directors; provided, however, that notwithstanding the foregoing, the Purchaser agrees that the Board of Directors of the Seller shall not be required to so nominate any individual designated by the Purchaser (a) Until with respect to whom disclosure would have to be made in any report or proxy material required to be filed with the occurrence Commission pursuant to the Exchange Act that was subject, directly or indirectly, to the disclosure requirements of an Investor Rights Termination Eventeither Item 401(f) of Regulation S-K, (iItem 401(d) there shall be five (5) directors of Regulation S-B, or any successor provision of any of the Companyforegoing, except as otherwise agreed 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 by Phoenix such nomination 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 as directors and the 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 directorDirector of the Seller if elected as such by the stockholders of the Seller. In addition, as provided during the Corporate Governance Period, the 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 be required to so appoint any individual designated by the Purchaser with respect to whom, if a Director of the Seller, 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. Notwithstanding any provision of this Agreement to the contrary, however, in the Certificate of Designation (collectivelyevent that neither a Second Closing nor a Third Closing occurs hereunder, then the “Series B Preferred Directors”). (b) Until Seller shall only be required pursuant to this Section 6.2 to nominate one such individual designated by the occurrence of an Investor Rights Termination Event, at each Company Stockholders’ Meeting, or upon the taking of a written consent of stockholders Purchaser for such purpose: (a) the holders of the Series B Preferred Stock shall have the right, voting separately as a class (election to the exclusion Seller's Board of all other classes or series of Directors for the Company’s capital stock)remainder, to elect the Series B Preferred Directors, as provided in the Certificate of Designation, 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 holders of Voting Securities, voting together as a single class on an as-converted to Common Stock basis (the “Remaining Directors”). (c) Any Series B Preferred Director elected pursuant to Section 2 of the Certificate of Designation may be removed at any time, with or without cause by, and only by, the affirmative vote, given at a meeting or by written consentif any, of the holder(s) who designated or nominated such director. The Remaining Directors may be removed at any time, with or without cause by the affirmative vote, given at a meeting or by written consent, of the holders of the Voting Securities, voting together as a single class on an as-converted to Common Stock basisCorporate Governance Period. (d) The Series B Preferred Directors shall be entitled to reimbursement from the Company for all costs and expenses in attending any meetings of the Board or any committee thereof, as provided in the Certificate of Designation. The Company shall notify the Series B Preferred Directors of all regular and 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 members of the Board concurrently as such materials are provided to the other members.