Common use of Board Representation Clause in Contracts

Board Representation. (a) From the Closing Date and so long as Seller continues to be the beneficial owner of at least ten (10) percent of the issued and outstanding Parent Securities, Parent shall take all necessary actions so that Parent shall nominate one individual selected by Seller pursuant to subsection (b) below (the "SELLER DIRECTOR") and Parent shall recommend to its stockholders in writing and include such recommendation in all stockholder proxy materials or other communications relating to the election of directors, and shall use all commercially reasonable efforts to ensure, that the Seller Director be elected to Parent's board of directors at any and all meetings of or pursuant to any and all written actions by Parent's stockholders. Parent's obligations hereunder shall terminate to the extent that Seller makes, or in any way participates, directly or indirectly, either individually or as a member of a 13D Group, in any "solicitation" or "proxies" (as such terms are defined in Regulation 14A promulgated under the Securities Exchange Act of 1934) in opposition to the Board of Directors of Parent. Furthermore, upon the occurrence of any such event, Seller shall cause its designee to resign from the board of directors of Parent. For purposes of this Section 5.13, "13D GROUP" shall mean any group of persons formed for the purpose of acquiring, holding, voting or disposing of Parent Securities which would be required under Section 13(d) of the Exchange Act, and the rules and regulations promulgated thereunder, to file a statement on Schedule 13D pursuant to Rule 13d-1(a) of the rules and regulations promulgated under the Exchange Act or a Schedule 13G of the rules and regulations promulgated under the Exchange Act pursuant to Rule 13d-1(c) of the rules and regulations promulgated under the Exchange Act with the SEC as a "person" within the meaning of Section 13(d)(3) of the Exchange Act if such group beneficially owned Parent Securities representing more than 5% of any class of Parent Securities then outstanding.

Board Representation. For so long as Tencent is a Qualified Investor or as otherwise mutually agreed by the Company and Tencent: (a) From Tencent shall be entitled to designate one (1) director to the Closing Date Board (such director, or such other individual who may be designated by Tencent from time to time, the “Tencent Director”), and so long as Seller continues the Company shall promptly cause, and the Founder Parties shall promptly take actions to support and otherwise agree not to take any action to prevent, the appointment or election of such Tencent Director to the Board, including convening a meeting of the Board pursuant to the Memorandum and Articles and appointing such Tencent Director to the Board, and in the case of an election, (i) nominating such individual to be elected as a director as provided herein, (ii) recommending to the beneficial owner of at least ten (10) percent shareholders of the issued Company the election of such Tencent Director to the Board in any meeting of shareholders to elect directors, including soliciting proxies in favor of the election of the Tencent Director, (iii) including such nomination and outstanding Parent Securitiesrecommendation regarding such individual in the Company’s notice for any meeting of shareholders to elect directors, Parent shall take all necessary actions so that Parent shall nominate one (iv) if necessary, expanding the size of the Board in order to appoint the Tencent Director, and (v) voting their Company Securities in favor of the election of such individual selected by Seller pursuant to subsection as a director. (b) below (In the "SELLER DIRECTOR") event of any vacancy of the Tencent Director due to any reason, including retirement, resignation, death, disability or removal of the Tencent Director, Tencent shall have the exclusive right to designate a replacement to fill such vacancy and Parent serve on the Board, and the Company shall recommend to its stockholders in writing and include such recommendation in all stockholder proxy materials promptly cause the appointment or other communications relating to the election of directors, and shall use all commercially reasonable efforts to ensure, that the Seller Director be elected to Parent's board of directors at any and all meetings of or pursuant to any and all written actions by Parent's stockholders. Parent's obligations hereunder shall terminate to the extent that Seller makes, or in any way participates, directly or indirectly, either individually or as a member of a 13D Group, in any "solicitation" or "proxies" (as such terms are defined in Regulation 14A promulgated under the Securities Exchange Act of 1934) in opposition individual to the Board of Directors of Parent. Furthermore(who shall, upon following such appointment or election, be the occurrence of any such event, Seller shall cause its designee to resign from the board of directors of Parent. For Tencent Director for purposes of this Section 5.13Agreement). Each Founder Party shall take actions to support, "13D GROUP" shall mean and otherwise agrees not to take any group of persons formed for the purpose of acquiringactions to prevent, holdingany such appointment or election, including voting or disposing of Parent its Company Securities which would be required under Section 13(d) in favor of the Exchange Actappointment or election of such individual to the Board, if applicable. (c) At any meeting of the Board or any annual general or other meeting of the Shareholders, when and if held, at which the Tencent Director is up for re-appointment to the Board, the Company shall cause the Board to re-appoint the Tencent Director to serve on the Board and the Company and the Founder Parties shall use best efforts to ensure that the Tencent Director is re-appointed by the Shareholders to the Board pursuant to the terms of the Memorandum and Articles and any Applicable Law, and the rules and regulations promulgated thereunder, Founder Parties agree to file a statement on Schedule 13D pursuant to Rule 13d-1(a) vote their Company Securities in favor of the rules and regulations promulgated under the Exchange Act or a Schedule 13G re-appointment of such Tencent Director. Each of the rules Company and regulations promulgated under the Exchange Act pursuant to Rule 13d-1(c) Founder Parties agree that it shall not take any action in favor of the rules and regulations promulgated under the Exchange Act with the SEC as a "person" within the meaning of Section 13(d)(3) removal of the Exchange Act if such group beneficially owned Parent Securities representing more than 5% of any class of Parent Securities then outstandingTencent Director.

Board Representation. (a) From and after the Closing Date and so long as Seller continues to be the beneficial owner of until Purchasers and/or their Affiliates no longer hold at least ten (10) percent % of the issued outstanding Common Stock, Purchasers shall have the right to designate one (1) member of the Board; from and after the Closing until Purchasers and/or their Affiliates no longer hold at least 15% of the outstanding Parent SecuritiesCommon Stock, Parent Purchasers shall take all necessary actions so that Parent have the right to designate a second member of the Board; from and after the Closing until Purchasers and/or their Affiliates no longer hold at least 20% of the outstanding Common Stock, Purchasers shall nominate one individual selected by Seller pursuant have the right to subsection designate a third member of the Board; from and after the Closing until Purchasers and/or their Affiliates no longer hold at least 40% of the outstanding Common Stock, Purchasers shall have the right to designate a fourth member of the Board; and from and after the Closing until Purchasers and/or their Affiliates no longer hold at least 50% of the outstanding Common Stock, Purchasers shall have the right to designate a fifth member of the Board (b) below (collectively, the "SELLER DIRECTOR") and Parent “Investor Directors”).The Company shall recommend to its stockholders in writing and include such recommendation in all stockholder proxy materials or other communications relating to the election of directors, the Investor Directors at each meeting of shareholders where the election of directors is considered and shall use all commercially reasonable its best efforts to ensure, that cause the Seller Director Investor Directors to be elected to Parent's board of directors at any and all meetings of or pursuant to any and all written actions by Parent's stockholders. Parent's obligations hereunder shall terminate re-elected to the extent that Seller makesBoard. Purchasers shall have the right to remove or replace any of the Investor Directors by giving notice to such Investor Director and the Company, and the Company shall use its best efforts to effect the removal or in replacement of any way participatessuch Investor Director. Unless prohibited by applicable law, directly or indirectlyInvestors shall have the right to have two Investor Directors, either individually or as determined by Purchasers, be members of each committee of the Board, and the Company shall use its best efforts to appoint and maintain such Investor Directors on each committee of the Board, as requested by Purchasers. Any Investor Director who is not a member of a 13D Groupcommittee of the Board shall have the right to attend all meetings of such committee as a non-voting observer. (b) Subject to any limitations imposed by applicable law, in any "solicitation" or "proxies" (as such terms are defined in Regulation 14A promulgated under the Securities Exchange Act of 1934) in opposition Investor Directors shall be entitled to the Board same perquisites, including stock options, reimbursement of Directors of Parent. Furthermoreexpenses and other similar rights in connection with such person’s membership on the Board, upon the occurrence of any such event, Seller shall cause its designee to resign from the board of directors of Parent. For purposes of this Section 5.13, "13D GROUP" shall mean any group of persons formed for the purpose of acquiring, holding, voting or disposing of Parent Securities which would be required under Section 13(d) as every other non-employee member of the Exchange Act, and the rules and regulations promulgated thereunder, to file a statement on Schedule 13D pursuant to Rule 13d-1(a) of the rules and regulations promulgated under the Exchange Act or a Schedule 13G of the rules and regulations promulgated under the Exchange Act pursuant to Rule 13d-1(c) of the rules and regulations promulgated under the Exchange Act with the SEC as a "person" within the meaning of Section 13(d)(3) of the Exchange Act if such group beneficially owned Parent Securities representing more than 5% of any class of Parent Securities then outstandingBoard.

Board Representation. (a) From Effective as of the Closing Date and so long as Seller continues Date, subject to applicable law, the Majority Stockholder may designate one Person to be proposed by the beneficial owner Board to the Company's stockholders to be elected a Director; provided that such designee must be reasonably satisfactory to the Company (such determination to be made by the Board after receiving a recommendation from the nominating committee of at least the Company; provided, that for the avoidance of doubt, any Person who is a managing director of Silver Lake Partners, L.P., a Delaware limited partnership, as of the date hereof, shall be deemed to be satisfactory to the Company and the Board for such purposes unless (i) any such managing director does not meet the criteria for directors set forth in the Nasdaq National Market rules, any corporate governance guidelines or policies adopted by the Board or any committee thereof, or any other applicable law and regulation, or (ii) the Company's nominating committee in good faith makes a determination that the appointment of any such managing director to the Board would be materially disadvantageous to the Company (the "Stockholder Representative"). (b) The Company shall take all necessary action, subject to applicable law, to cause the size of the Board to be increased to ten (10) percent members from eight (8) members, effective as of the issued Closing Date, and outstanding Parent Securitiesthe Company shall use reasonable best efforts, Parent shall take all necessary actions so that Parent shall nominate subject to applicable law, to cause the vacancies to be filled by (i) David J. Roux (or such other individual as may be designated in writin▇ ▇▇ ▇▇▇ ▇▇▇▇rity Stockholder at least forty-five (45) days prior to the filling of such vacancy and in accordance with Section 5.1(a) hereof) to be the initial Stockholder Representative, and (ii) one (1) individual selected by Seller who qualifies as an "independent" director of Borg pursuant to subsection proposed and applicable laws and regulations. The Company agrees to consult with the Majority Stockholder in good faith before making any other changes to the size of the Board. (bc) below (At the "SELLER DIRECTOR") and Parent shall expiration of any Stockholder Representative's designated term as director, the Board will recommend to its a vote by the Company's stockholders in writing and include favor of the reelection of such recommendation in all stockholder proxy materials Stockholder Representative (or other communications relating to the election of directors, and shall use all commercially reasonable efforts any replacement designated by the Majority Stockholder in accordance with Section 5.1(a) hereof). If any Stockholder Representative or any successor thereto ceases to ensure, that be a director of the Seller Director be elected to Parent's board of directors Company at any time prior to the expiration of such Stockholder Representative's designated term as director, whether as a result of death, resignation, retirement, disqualification, removal from office or other cause, the Board will appoint a Stockholder Representative to fill the vacancy so created and the Board will recommend a vote by the Company's stockholders in favor of the ratification of the appointment of such Person. (d) Notwithstanding anything in this Agreement to the contrary, the Board and all meetings of or the committees of the Board will operate in such a way to permit the Company to comply with applicable law and maintain its listings on the Nasdaq National Market and Euronext, as applicable. (e) The Majority Stockholder shall have the right to assign its rights under this Article V to Silver Lake in the event of a distribution of the Subject Shares pursuant to any and all written actions by Parent's stockholders. Parent's obligations hereunder shall terminate to the extent that Seller makes, or in any way participates, directly or indirectly, either individually or as a member of a 13D Group, in any "solicitation" or "proxies" (as such terms are defined in Regulation 14A promulgated under the Securities Exchange Act of 1934) in opposition to the Board of Directors of Parent. Furthermore, upon the occurrence of any such event, Seller shall cause its designee to resign from the board of directors of Parent. For purposes of this Section 5.13, "13D GROUP" shall mean any group of persons formed for the purpose of acquiring, holding, voting or disposing of Parent Securities which would be required under Section 13(d) of the Exchange Act, and the rules and regulations promulgated thereunder, to file a statement on Schedule 13D pursuant to Rule 13d-1(a) of the rules and regulations promulgated under the Exchange Act or a Schedule 13G of the rules and regulations promulgated under the Exchange Act pursuant to Rule 13d-1(c) of the rules and regulations promulgated under the Exchange Act with the SEC as a "person" within the meaning of Section 13(d)(3) of the Exchange Act if such group beneficially owned Parent Securities representing more than 5% of any class of Parent Securities then outstanding3.3 hereof.

Board Representation. (a) From the Closing Date date of this Agreement until the earlier to occur of (i) the first day on which the Holders shall no longer own, beneficially or of record, at least 5% of the outstanding shares of ▇▇▇▇▇ Common Stock and so long as Seller continues (ii) the expiration of ten years from the date of this Agreement, the Representatives will be entitled to designate an individual for election to the ▇▇▇▇▇ Board; provided, however, that such individual is reasonably acceptable to the Company at the time of his initial designation. Pursuant to the terms of the Merger Agreement, the Company, in accordance with its bylaws, has increased the size of the ▇▇▇▇▇ Board by one and caused the vacancy created by such increase to be filled by the beneficial owner of at least ten (10) percent election of the issued individual designated on behalf of the Holders in the Merger Agreement (the "Holders' Designee"), which election is effective as of the Effective Date. Such Holders' Designee will serve until the first annual meeting of the stockholders of the Company following the date hereof and outstanding Parent Securitiesuntil his successor shall be duly elected and qualified or until his death, Parent shall take all necessary actions so that Parent shall nominate one individual selected by Seller pursuant to subsection disability, removal or resignation. (b) below So long as the Representatives possess the right of designation described in paragraph (a) above, the "SELLER DIRECTOR"Company shall nominate (or shall cause to be nominated) and Parent shall recommend to its for election at each annual meeting of the stockholders in writing and include of the Company after the date hereof, the incumbent Holders' Designee or such recommendation in all stockholder proxy materials or other communications relating individual as the Representatives may designate; provided, however, that such other individual is reasonably acceptable to the election Company at the time of directorshis initial designation. (c) So long as the Representatives possess the right of designation described in paragraph (a) above, and if the Holders' Designee should die, become disabled, be removed, retire or resign during the term of his office, the Representatives shall use all commercially reasonable efforts be entitled to ensure, that the Seller Director be elected to Parent's board of directors at any and all meetings of or pursuant to any and all written actions by Parent's stockholders. Parent's obligations hereunder shall terminate designate a successor Holders' Designee reasonably acceptable to the extent that Seller makesCompany at the time of his initial designation, or in any way participates, directly or indirectly, either individually or which event the Company shall cause such successor Holders' Designee to be promptly elected as a member of a 13D Groupthe ▇▇▇▇▇ Board to fill the vacancy created by such death, disability, removal, retirement or resignation. (d) So long as the Representatives possess the right of designation described in any "solicitation" or "proxies" paragraph (as such terms are defined in Regulation 14A promulgated under a) above, without the Securities Exchange Act of 1934) in opposition to the Board of Directors of Parent. Furthermore, upon the occurrence of any such event, Seller shall cause its designee to resign from the board of directors of Parent. For purposes of this Section 5.13, "13D GROUP" shall mean any group of persons formed for the purpose of acquiring, holding, voting or disposing of Parent Securities which would be required under Section 13(d) prior written consent of the Exchange ActRepresentatives (which consent will not be unreasonably withheld), and neither the rules and regulations promulgated thereunder, to file a statement on Schedule 13D pursuant to Rule 13d-1(aCompany nor the ▇▇▇▇▇ Board will (i) recommend that the Holders' Designee be removed by the stockholders of the rules and regulations promulgated under the Exchange Act Company or a Schedule 13G of the rules and regulations promulgated under the Exchange Act pursuant (ii) fail to Rule 13d-1(c) of the rules and regulations promulgated under the Exchange Act with the SEC as a "person" within the meaning of Section 13(d)(3) of the Exchange Act if such group beneficially owned Parent Securities representing more than 5% of recommend any class of Parent Securities then outstandingincumbent Holders' Designee for reelection.

Board Representation. (a) From the Closing Date and For so long as Seller continues Tencent is an Important Shareholder, Tencent shall have the right, following consultation with the Company (but, for the avoidance of doubt, at Tencent’s discretion), to designate one (1) director of the Company (the “Tencent Director”) for nomination for election to the Company’s board of directors (the “Board”). The Tencent Director shall be appointed to each committee of the Board (other than the Audit Committee (the “Audit Committee”)) in place from time to time; provided that (i) the Board will have the right to approve the Tencent Director (such approval not to be unreasonably withheld, conditioned or delayed, it being understood that such approval right is intended to permit the beneficial owner Board to comply with its fiduciary duties and that Tencent will, subject to those duties, be entitled to select its designee in its discretion), (ii) the Tencent Director shall at all times be an individual from the senior management of at least ten Tencent; (10iii) percent the Company may exclude any director from meetings of the issued Board or its committees if (A) attendance would violate any applicable securities laws or listing requirements or (B) the Board reasonably determines that such exclusion is necessary with respect to any matter in which such director holds any interest adverse to the Company or its Subsidiaries or to preserve attorney-client privilege. Each of Tencent and outstanding Parent SecuritiesE-House hereby agrees to cause any director designated by it, Parent and any director of the Company who is a director, officer or employee of it or its affiliates, to be bound by and comply with the Company’s confidentiality, trading windows and blackout policies applicable to directors, as in effect from time to time and duly noticed to the directors. (b) For so long as Tencent has the right to designate the Tencent Director for nomination for election to the Board pursuant to Section 3.1(a), E-House and the Company agree to use their reasonable best efforts to cause the election or appointment of the Tencent Director to the Board, including by (i) nominating such individual to be elected as a director of the Company as provided herein, (ii) including such nomination and other required information regarding such individual in the Company’s proxy statement for its annual meeting of stockholders and (iii) solicitation of proxies in connection with the election of such individual as a director of the Company. The Company shall (a) at all times maintain directors’ and officers’ liability insurance for the benefit of the Tencent Director in accordance with past and current practice for directors of the Company and (b) enter into an indemnification agreement with the Tencent Director on the effective date of this Agreement (or, in the case of any subsequent Tencent Director, on the date such person becomes a director), in each case, to the reasonable satisfaction of Tencent. (c) For so long as Tencent has the right to designate the Tencent Director for nomination for election to the Board pursuant to Section 3.1(a), in the event that a vacancy is created at any time by the death, disability, retirement, resignation or removal (with or without cause) of the Tencent Director, Tencent shall have the right to designate a replacement to fill such vacancy, and E-House and the Company, subject to applicable law, the bylaws and the fiduciary duties of the Board, shall use their reasonable best efforts to take all necessary or desirable actions as may be required under applicable law to cause the individual designated by Tencent to be appointed or elected without delay. For so that Parent shall nominate one individual selected by Seller long as Tencent has the right to designate the Tencent Director for nomination for the election to the Board pursuant to subsection Section 3.1(a), none of E-House and the Company shall take any action to cause the removal of the Tencent Director without cause (provided that (i) any material violation of the confidentiality agreement between the Tencent Director and the Company shall constitute cause and (ii) E-House and the Company shall consult with Tencent prior to the removal of the Tencent Director for cause) unless it is directed to do so by Tencent, and if the Company is so directed, the Company shall use its reasonable best efforts to take all necessary or desirable actions to effect such removal and to elect a replacement without delay as provided in the immediately preceding sentence. (d) Notwithstanding the provisions of Section 3.1(a), (b) below and (the "SELLER DIRECTOR"c) above, as of and Parent after such time as Tencent, together with its affiliates, is no longer an Important Shareholder, Tencent shall recommend have no right to its stockholders in writing and include such recommendation in all stockholder proxy materials or other communications relating to the election of directors, and shall use all commercially reasonable efforts to ensure, that the Seller nominate any Director be elected to Parent's board of directors at any and all meetings of or pursuant to any and all written actions by Parent's stockholders. Parent's obligations hereunder shall terminate to the extent that Seller makes, or in any way participates, directly or indirectly, either individually or as a member of a 13D Group, in any "solicitation" or "proxies" (as such terms are defined in Regulation 14A promulgated under the Securities Exchange Act of 1934) in opposition to the Board of Directors of Parent. Furthermore, upon the occurrence of any such event, Seller shall cause its designee to resign from the board of directors of Parent. For purposes of as set forth in this Section 5.133.1, "13D GROUP" and E-House and the Company shall mean any group of persons formed have the right to remove or procure the removal of, and Tencent shall render all reasonable and necessary assistance for the purpose of acquiring, holding, voting or disposing of Parent Securities which would be required under Section 13(d) the removal of the Exchange Act, and Tencent Director from the rules and regulations promulgated thereunder, to file a statement on Schedule 13D pursuant to Rule 13d-1(a) Board in accordance with any resolution of the rules and regulations promulgated under the Exchange Act or a Schedule 13G of the rules and regulations promulgated under the Exchange Act pursuant to Rule 13d-1(c) of the rules and regulations promulgated under the Exchange Act with the SEC as a "person" within the meaning of Section 13(d)(3) of the Exchange Act if such group beneficially owned Parent Securities representing more than 5% of any class of Parent Securities then outstandingShareholders.

Board Representation. (a) From the Closing Date and so 19.1 So long as Seller the Investor continues to be the beneficial owner of beneficially own at least ten 15,500,000 shares of Common Stock (10) percent as adjusted to reflect appropriate arithmetic adjustment in the event of the issued and outstanding Parent Securitiesany stock splits, Parent shall take all necessary actions so that Parent shall nominate one individual selected by Seller pursuant to subsection (b) below (the "SELLER DIRECTOR") and Parent shall recommend to its stockholders in writing and include such recommendation in all stockholder proxy materials stock dividends, combinations of shares, recapitalizations or other communications such events relating to the Common Stock occurring subsequent to the Closing) (the “Share Threshold”), the Investor shall have the right to nominate one (1) director to the Board of Directors of the Company (the “Investor Director”). As a condition to such nomination and/or appointment to the Board, (i) the Investor and/or the nominee shall provide to the Company all information relating to such person that is required to be disclosed in solicitations of proxies for election of directors, and shall use all commercially reasonable efforts to ensureor is otherwise required, that the Seller Director be elected to Parent's board of directors at any and all meetings of or in each case pursuant to any and all written actions by Parent's stockholders. Parent's obligations hereunder shall terminate to the extent that Seller makes, or in any way participates, directly or indirectly, either individually or as a member of a 13D Group, in any "solicitation" or "proxies" (as such terms are defined in Regulation 14A promulgated under the Securities Exchange Act of 19341934 (including such person’s written consent to being named in a proxy statement as a nominee and to serving as a director if elected), (ii) in opposition to the Board of Directors of Parent. Furthermore, upon Investor and/or the occurrence of any such event, Seller nominee shall cause its designee to resign from the board of directors of Parent. For purposes of this Section 5.13, "13D GROUP" shall mean any group of persons formed for the purpose of acquiring, holding, voting or disposing of Parent Securities which would be required under Section 13(d) also comply with all applicable requirements of the Securities Exchange ActAct of 1934, and the rules and regulations promulgated thereunderthereunder with respect to such nomination and/or appointment to the Board, and (iii) the nominee shall be reasonably acceptable to file a statement the Board. 19.2 The initial Investor Director shall be appointed to the Board by the then-existing directors on Schedule 13D pursuant to Rule 13d-1(a) the Board, who shall, by resolution, expand the size of the rules Board by one seat (to the extent there is not then a vacancy on the Board) and regulations promulgated under appoint the Exchange Act or a Schedule 13G Investor’s nominee to fill the vacancy caused by such expansion. 19.3 Following the initial appointment to the Board of the rules and regulations promulgated under the Exchange Act pursuant to Rule 13d-1(c) Investor Director, any subsequent election of the rules Investor Director to the Board shall occur (i) at the annual meeting of holders of capital stock or (ii) at any special meeting of holders of capital stock if such meeting is called for the purpose of electing directors. If at any time when the Investor has the right to nominate the Investor Director, the Investor Director then serving on the Board dies or resigns from the Board, the Investor shall have the right to cause the vacancy caused by such death or resignation to be filled by nominating a replacement director and regulations promulgated under the Exchange Act remaining directors on the Board shall vote to cause the Investor’s nominee to be appointed to the Board in accordance with the SEC as a "person" within Company’s Bylaws. The Investor may, in its sole discretion, determine not to nominate and/or cause the meaning of Section 13(d)(3) appointment of the Exchange Act if Investor Director as provided herein from time to time. Once the Investor beneficially owns less than the Share Threshold, the Investor Director shall continue to serve such group beneficially owned Parent Securities representing more than 5% director’s then current term on the Board and the Investor shall have no further rights under this Agreement to nominate and/or cause the appointment of any class directors to the Company’s Board. 19.4 Notwithstanding anything in this Section 19 to the contrary, (i) each of Parent Securities then outstandingthe Board’s obligations under this Section 19 are subject to its fiduciary duties and no director shall be required to do anything or take any action which he or she believes would be contrary to his or her fiduciary duties and (ii) if an Investor’s nominee for election to the Board is presented to the Company’s stockholders at an annual or special meeting at which directors are to be elected, and that nominee is not elected by the Company’s stockholders, the Company’s Board of Directors shall have no obligation to expand the size of the Board and appoint an Investor Director to the Board.

Board Representation. (a) From The Investor shall be entitled to designate one (1) director to the Closing Date Board (such director, or such other individual who may be designated by the Investor from time to time, the “Investor Director”), and so long as Seller continues the Company shall promptly cause, and the Founder Parties shall promptly take actions to support and otherwise agree not take any action to prevent, the appointment or election of such Investor Director to the Board, including, convening a meeting of the Board pursuant to the Memorandum and Articles and appointing such Investor Director to the Board, and in the case of an election, (i) nominating such individual to be elected as a director as provided herein, (ii) recommending to the beneficial owner Shareholders the election of at least ten such Investor Director to the Board in any meeting of Shareholders to elect directors, (10iii) percent 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 issued and outstanding Parent Securities, Parent shall take all necessary actions so that Parent shall nominate one individual selected by Seller pursuant Board in order to subsection appoint the Investor Director. (b) below In the event of the death, disability, retirement or resignation of the Investor Director (or any other vacancy created by removal thereof), the "SELLER DIRECTOR"Investor shall have the exclusive right to designate a replacement to fill such vacancy and serve on the Board, and the Company shall cause the Board to appoint such individual to the Board (who shall, following such appointment, be the Investor Director for purposes of this Agreement). Each Founder Party shall take actions to support, and otherwise agrees not to take any action to prevent, any such appointment. (c) and Parent shall recommend to its stockholders in writing and include such recommendation in all stockholder proxy materials At any meeting of the Board or any annual general or other communications relating meeting of the Shareholders that may be held from time to time at which the Investor Director is up for re-appointment to the election of directorsBoard, the Company shall cause the Board to re-appoint the Investor Director to serve on the Board and shall use all commercially reasonable best efforts to ensure, ensure that the Seller Investor Director be elected to Parent's board of directors at any and all meetings of or pursuant to any and all written actions is re-appointed by Parent's stockholders. Parent's obligations hereunder shall terminate to the extent that Seller makes, or in any way participates, directly or indirectly, either individually or as a member of a 13D Group, in any "solicitation" or "proxies" (as such terms are defined in Regulation 14A promulgated under the Securities Exchange Act of 1934) in opposition Shareholders to the Board of Directors of Parent. Furthermore, upon pursuant to the occurrence of any such event, Seller shall cause its designee to resign from the board of directors of Parent. For purposes of this Section 5.13, "13D GROUP" shall mean any group of persons formed for the purpose of acquiring, holding, voting or disposing of Parent Securities which would be required under Section 13(d) terms of the Exchange ActMemorandum and Articles and any Applicable Law, and the rules Founder Parties shall not take any action to prevent the re-appointment of such Investor Director to the Board. (d) Each Founder Party agrees that, if at any time it is then entitled to vote for the removal of directors from the Board, it shall not vote, or cause to be voted, or execute proxies or written consents, as the case may be, and regulations promulgated thereunderthe Company agrees that it shall not take any action, in favor of the removal of the Investor Director unless such removal shall be for Cause. Removal for “Cause” shall mean removal of a director because of such director’s (i) willful misconduct that is materially injurious, monetarily or otherwise, to file the Company or any of its Subsidiaries, (ii) conviction for, or guilty plea to, a statement on Schedule 13D pursuant to Rule 13d-1(a) of the rules and regulations promulgated under the Exchange Act felony or a Schedule 13G crime involving moral turpitude or (iii) abuse of the rules and regulations promulgated under the Exchange Act pursuant to Rule 13d-1(c) of the rules and regulations promulgated under the Exchange Act with the SEC as a "person" within the meaning of Section 13(d)(3) of the Exchange Act if such group beneficially owned Parent Securities representing more than 5% of any class of Parent Securities then outstandingillegal drugs or other controlled substances or habitual intoxication.

Board Representation. (a) From At any time from and after the Closing Date and so long as Effective Time, at the written request of the Subject Seller, Boron shall cause one (1) representative designated by the Subject Seller continues to be the beneficial owner of at least ten (10) percent of the issued and outstanding Parent Securities, Parent shall take all necessary actions so that Parent shall nominate one individual selected by Seller pursuant to subsection (b) below (the "SELLER DIRECTOR") and Parent shall recommend to its stockholders in writing and include such recommendation in all stockholder proxy materials elected or other communications relating to the election of directors, and shall use all commercially reasonable efforts to ensure, that the Seller Director be elected to Parent's board of directors at any and all meetings of or pursuant to any and all written actions by Parent's stockholders. Parent's obligations hereunder shall terminate to the extent that Seller makes, or in any way participates, directly or indirectly, either individually or as a member of a 13D Group, in any "solicitation" or "proxies" (as such terms are defined in Regulation 14A promulgated under the Securities Exchange Act of 1934) in opposition appointed to the Board of Directors of ParentBoron, which representative shall (i) be reasonably acceptable to the Board of Directors of Boron, (ii) not be a person who is an officer or employee of Holdings or any of its Subsidiaries as of the date hereof, (iii) satisfy all director qualifications reasonably required by ▇▇▇▇▇ and shall agree to comply with all policies of Boron (including as to ethics, confidentiality and trading) in each case in effect from time to time that apply to all nominees for the Board of Directors of Boron and (iv) be eligible to serve on the Board of Directors of Boron under the Depository Institution Management Interlocks Act, 12 U.S.C. 3201 et seq., and the federal banking agencies’ implementing regulations thereunder, including the Federal Reserve Board’s Regulation L, 12 C.F.R. Part 212, in each case as they may be amended from time to time (a “Qualified Nominee”, and any such Qualified Nominee to be appointed to the Board of Directors of Boron, a “Board Representative”). FurthermoreAny Board Representative elected or appointed to the Board of Directors of Boron shall, at the Subject Seller’s election, also be appointed to Boron Bank’s Board of Directors at the time of his or her appointment or election to the Board of Directors of Boron. Boron Bank shall take all action necessary to facilitate any such appointment to Boron Bank’s Board of Directors. (b) From and after the election or appointment of a Board Representative pursuant to Section 4(a), (i) at each meeting of the shareholders of Boron at which directors of Boron are to be elected (including any annual meeting of shareholders) and at which the term of such Board Representative shall expire, the Board of Directors of Boron shall nominate and recommend for election one (1) Qualified Nominee designated by the Subject Seller to serve as a Board Representative and Boron shall use its reasonable best efforts to cause such person to be elected to serve as a director on the Board of Directors of Boron and shall solicit proxies for such person to the same extent as it does for any of its other nominees to the Board of Directors (it being understood that such Qualified Nominee shall not be in addition to the person designated by the Subject Seller to be appointed to the Board of Directors of Boron at the Effective Time pursuant to the prior paragraph and that the Subject Seller’s right to designate a Qualified Nominee to serve on the Board of Directors of Boron at any given time shall be limited to one (1) person), provided that such efforts will not require Boron to postpone its annual meeting of shareholders or take extraordinary solicitation efforts not taken with regard to the other nominees to the Board of Directors of Boron, including that Boron shall not be obligated to pay extraordinary costs with regard to the election of such Qualified Nominee as director; provided, further, that, if at any time after his appointment to the Board of Directors of Boron, the Board Representative ceases to be a Qualified Nominee, such representative shall not continue to serve as the Board Representative; and (ii) upon the occurrence death, disability, retirement, resignation, removal or other vacancy of a director designated by the Subject Seller, the Board of Directors of Boron shall appoint as a director to fill the vacancy so created a Qualified Nominee designated by the Subject Seller to fill such vacancy. (c) Each Board Representative shall be entitled to the same compensation and same indemnification and insurance coverage in connection with his or her role as a director as the other members of the Board of Directors of Boron, and shall be entitled to reimbursement for documented, reasonable out-of-pocket expenses incurred in attending meetings of the Board of Directors of Boron or any committees thereof, to the same extent as the other members of the Board of Directors of Boron. Boron shall notify each Board Representative of all regular and special meetings of the Board of Directors of Boron and shall notify each Board Representative of all regular and special meetings of any committee of the Board of Directors of Boron of which such eventBoard Representative is a member. Boron shall provide each Board Representative with copies of all notices, Seller shall cause its designee minutes, consents and other materials provided to resign from all other members of the board Board of directors Directors of Parent. For purposes of Boron concurrently as such materials are provided to the other members. (d) Boron’s obligations under this Section 5.13, "13D GROUP" 4 shall mean terminate and be of no further force or effect on the earlier of (i) such time as the Subject Seller Group (and any group of persons formed for the purpose of acquiring, holding, voting or disposing of Parent Securities which would be required under Section 13(dPermitted Transferees) beneficially own less than five percent (5%) of the Exchange Act, outstanding shares of Boron Common Stock and Boron Non-Voting Common Stock (as reported in the rules and regulations promulgated thereunder, to file a statement on Schedule 13D pursuant to Rule 13d-1(a) of the rules and regulations promulgated most recent Boron Report publicly filed under the Exchange Act or a Schedule 13G of Act), excluding the rules and regulations promulgated under the Exchange Act pursuant to Rule 13d-1(c) of the rules and regulations promulgated under the Exchange Act with the SEC as a "person" within the meaning of Section 13(d)(3) of the Exchange Act if such group beneficially owned Parent Securities representing more than 5% dilutive effect of any class primary issuances of Parent Securities then outstandingBoron Common Stock or Boron Non-Voting Common Stock (or any other securities convertible into or exchangeable for Boron Common Stock or and Boron Non-Voting Common Stock) by Boron, and (ii) the breach, in any material respect, by the Subject Seller of any of its obligations in this Agreement.

Board Representation. (a) From The Company shall, at or prior to the First Closing Date, cause one vacancy to be created on its Board of Directors (by increasing the number of members of the Board of Directors or otherwise) and at such date shall cause one person designated by the Fund to be elected to its Board of Directors. Such designee shall serve until the next succeeding annual meeting of stockholders of the Company to be held after such election. (b) Commencing with such next succeeding annual meeting of stockholders of the Company referred to in Section 10.10(a), and at each annual meeting of stockholders of the Company thereafter, so long as the Fund holds 20% of the shares of Common Stock issued or issuable upon conversion of the Preferred Shares (whether or not the Preferred Shares have been converted) acquired by the Fund on the First Closing Date and so long as Seller continues Second Closing Date, if any, the Fund shall be entitled to designate one director to the Company's Board of Directors. The Company shall cause such designee of the Fund to be included in the beneficial owner slate of at least ten (10) percent of nominees recommended by the issued Board to the Company's stockholders for election as directors, and outstanding Parent Securities, Parent the Company shall take all necessary actions so that Parent shall nominate one individual selected by Seller pursuant use its reasonable best efforts to subsection (b) below (the "SELLER DIRECTOR") and Parent shall recommend to its stockholders in writing and include such recommendation in all stockholder proxy materials or other communications relating to cause the election of directorssuch designee, and shall use including voting all commercially reasonable efforts shares for which the Company holds proxies (unless otherwise directed by the stockholder submitting such proxy) or is otherwise entitled to ensurevote, that in favor of the Seller Director be elected to Parent's board election of directors at any and all meetings of or such person. Notwithstanding the foregoing, if the Fund has not designated a person pursuant to any Section 10.10(a) and is entitled to do so, the Fund shall be entitled to receive all written actions by Parent's stockholders. Parent's obligations hereunder shall terminate notices and materials distributed to the extent that Seller makes, or in any way participates, directly or indirectly, either individually or as a member members of a 13D Group, in any "solicitation" or "proxies" (as such terms are defined in Regulation 14A promulgated under the Securities Exchange Act of 1934) in opposition to the Board of Directors of Parent. Furthermorethe Company, upon the occurrence of any such event, Seller and to designate one person who shall cause its designee be entitled to resign from the board of directors of Parent. For purposes of this Section 5.13, "13D GROUP" shall mean any group of persons formed for the purpose of acquiring, holding, voting or disposing of Parent Securities which would be required under Section 13(d) attend all meetings of the Exchange ActBoard of Directors and committees thereof and to receive minutes of all such meetings upon preparation thereof. (c) In the event such designee of the Fund shall cease to serve as a director for any reason, other than by reason of the Fund not being entitled to designate a designee as provided in Section 10.10(b), the Company shall use its reasonable best efforts to cause the vacancy resulting thereby to be filled by a designee of the Fund. (d) In addition to the rights granted pursuant to Sections 10.10(a), (b) and (c) above, (i) so long as the Fund holds 20%of the shares of Common Stock issued or issuable upon conversion of the Preferred Shares (whether or not the Preferred Shares have been converted) acquired by the Fund on the First Closing Date and the rules Second Closing Date, if any, the Fund shall have the right to have a representative attend all regular and regulations promulgated thereunder, to file a statement on Schedule 13D pursuant to Rule 13d-1(a) special meetings of the rules and regulations promulgated under the Exchange Act or a Schedule 13G Board of Directors of the rules Company and regulations promulgated under (ii) so long as CIP holds 20%of the Exchange Act pursuant to Rule 13d-1(c) shares of Common Stock issued or issuable upon conversion of the rules Preferred Shares (whether or not the Preferred Shares have been converted) acquired by CIP on the First Closing Date and regulations promulgated under the Exchange Act with Second Closing Date, if any, CIP shall have the SEC as right to have a "person" within the meaning of Section 13(d)(3) representative attend all regular and special meetings of the Exchange Act if such group beneficially owned Parent Securities representing more than 5% Board of any class Directors of Parent Securities then outstandingthe Company. These visitation rights shall include the right to receive the same notice and materials provided to the Board at the same time as provided to the Board.

Board Representation. (a) From The Company shall take all permissible corporate action such that on the Closing Date the size of the Board shall be increased by one (1) member, and so long ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ (“▇▇▇▇▇▇▇”) shall be appointed to the Board as Seller continues to a member of the class whose initial term expires at the 2016 annual meeting of the Company’s stockholders. (b) After the Closing, the size of the Board shall initially be the beneficial owner of set at least ten (10) members. (c) Subject to Section 2(a), from and after the Closing Date, the Company shall cause ▇▇▇▇▇▇▇ (or, if ▇▇▇▇▇▇▇ is unavailable to continue to serve on the Board, such other person designated by ▇▇▇▇▇▇▇ and reasonably acceptable to the Company) to be nominated by the Company to serve on the Board (such director, the “Purchaser Designee”) for so long as the ▇▇▇▇▇▇▇ Family Foundation (or an Affiliate thereof) has beneficial ownership of Shares, Warrants or Warrant Shares, in the aggregate, in an amount equal to at least fifty percent (50%) of the Shares and Warrants issued to the ▇▇▇▇▇▇▇ Family Foundation on the Closing Date. In the event the ▇▇▇▇▇▇▇ Family Foundation (or an Affiliate thereof) no longer has beneficial ownership of Shares, Warrants or Warrant Shares in the amount set forth in this Section 3(c), the Company may cause the Purchaser Designee to be replaced with a nominee acceptable to the Company. (d) The Purchaser Designee shall, when up for election, subject to the terms hereof and outstanding Parent Securitiesapplicable law, Parent be the Company’s nominee to serve on the Board and the Company shall take all necessary actions so that Parent shall nominate one individual selected by Seller pursuant solicit proxies for the Purchaser Designee to subsection (b) below (the "SELLER DIRECTOR") and Parent shall recommend same extent as it would for any of its other nominees to its stockholders in writing and include such recommendation in all stockholder the Board. The Company’s proxy materials or other communications relating to statement for the election of directorsdirectors shall include the Purchaser Designee and the recommendation of the Board in favor of election of the Purchaser Designee. (e) For so long as such membership does not conflict with any applicable law or regulation or listing requirement of Nasdaq or other securities exchange on which the Common Stock is listed for trading (as determined in good faith by the Board), the Purchaser Designee shall be entitled to serve as a member of, or observer to, at such Purchaser Designee’s election, committees of the Board. (f) ▇▇▇▇▇▇▇ may, and shall use all commercially reasonable efforts to ensure▇▇▇▇▇▇▇ may request the Purchaser Designee to, that as the Seller Director be elected to Parent's board of directors case may be, resign, at any time with or without cause. Any vacancy caused by the resignation of the Purchaser Designee shall only be filled with another Purchaser Designee. Any vacancy created by any removal of the Purchaser Designee or an election of ▇▇▇▇▇▇▇ to defer appointing the Purchaser Designee shall also only be filled with another Purchaser Designee. The Company shall not take any action to remove the Purchaser Designee or fill a vacancy reserved for the Purchaser Designee in each case without the consent of ▇▇▇▇▇▇▇ unless and until ▇▇▇▇▇▇▇ is no longer entitled to the Purchaser Designee in accordance with Section 2(c) above. (g) In addition to any other indemnification rights the Purchaser Designee has pursuant to the Transaction Documents and the Company’s Certificate of Incorporation and Bylaws, the Purchaser Designee that serves on the Board shall have the right to enter into, and the Company agrees to enter into, an indemnification agreement, in a form reasonably satisfactory to the Purchaser Designee, concurrent with such Purchaser Designee becoming a member of the Board. The Company shall maintain director and officer insurance covering the Purchaser Designee on the same terms and with the same amount of coverage as is provided to other members of the Board. The Company shall reimburse the reasonable expenses incurred by the Purchaser Designee in connection with attending (whether in person or telephonically) all meetings of the Board or pursuant to any and all written actions by Parent's stockholders. Parent's obligations hereunder shall terminate committees thereof or other Company related meetings to the same extent that Seller makes, or in any way participates, directly or indirectly, either individually or as a member all other members of a 13D Groupthe Board are reimbursed for such expenses (or, in case any "solicitation" or "proxies" (as such terms are defined in Regulation 14A promulgated under the Securities Exchange Act of 1934) in opposition expense reimbursement policy shall apply only to non-employee directors, to the Board same extent as all other non-employee directors). The Purchaser Designee shall be entitled to the same compensation for service on the Board, including, without limitation, cash fees, stock options, deferred share units, restricted stock and other equity and equity-related awards, as is provided to other non-employee directors. (h) The Company and the Purchasers shall take or cause to be taken all lawful action necessary to ensure at all times as of Directors and following the Closing Date that the Company’s Certificate of Parent. Furthermore, upon Incorporation and Bylaws are not inconsistent with the occurrence of any such event, Seller shall cause its designee to resign from the board of directors of Parent. For purposes provisions of this Section 5.13, "13D GROUP" shall mean any group of persons formed for the purpose of acquiring, holding, voting or disposing of Parent Securities which would be required under Section 13(d) of the Exchange Act, Agreement and the rules and regulations promulgated thereunder, to file a statement on Schedule 13D pursuant to Rule 13d-1(a) of Transaction Documents or the rules and regulations promulgated under the Exchange Act transactions contemplated hereby or a Schedule 13G of the rules and regulations promulgated under the Exchange Act pursuant to Rule 13d-1(c) of the rules and regulations promulgated under the Exchange Act with the SEC as a "person" within the meaning of Section 13(d)(3) of the Exchange Act if such group beneficially owned Parent Securities representing more than 5% of any class of Parent Securities then outstandingthereby.

Board Representation. Effective upon the closing of the IPO and prior to the date of the Business Combination Closing, the Purchaser shall have the right to designate one individual (the “Purchaser Designee”) to be, at Purchaser’s election, either (a) From the Closing Date and so long as Seller continues to be the beneficial owner of at least ten a non-voting observer (10a “Board Observer”) percent of the issued and outstanding Parent Securities, Parent shall take all necessary actions so that Parent shall nominate one individual selected by Seller pursuant to subsection Board or (b) below (the "SELLER DIRECTOR") and Parent shall recommend to its stockholders in writing and include such recommendation in all stockholder proxy materials or other communications relating to the election of directors, and shall use all commercially reasonable efforts to ensure, that the Seller Director be elected to Parent's board of directors at any and all meetings of or pursuant to any and all written actions by Parent's stockholders. Parent's obligations hereunder shall terminate to the extent that Seller makes, or in any way participates, directly or indirectly, either individually or as a member of the Board. Any Board Observer shall be entitled to attend meetings of the Board, and to receive all information provided to the members of the Board during the period in which such person is a 13D GroupBoard Observer; provided, in that the Board Observer shall not be entitled to vote on any "solicitation" or "proxies" (as such terms are defined in Regulation 14A promulgated under the Securities Exchange Act of 1934) in opposition matter submitted to the Board or any of Directors its committees nor to offer any motions or resolutions to the Board or such committees. In the event of Parent. Furthermorethe Purchaser Designee’s death, upon the occurrence of any such event, Seller shall cause its designee to resign disability or resignation from the board Board prior to the Business Combination Closing, the Purchaser shall have the right to designate a replacement Purchaser Designee. In the event the Purchaser designates a Purchaser Designee to be elected to the Board pursuant to clause (b) above, each Sponsor hereby agrees to vote all of directors of Parent. For purposes of this Section 5.13, "13D GROUP" shall mean any group of persons formed for its shares in the purpose of acquiring, holding, voting or disposing of Parent Securities which would be required under Section 13(d) Company in favor of the Exchange Actelection of the Purchaser Designee, and the rules Purchaser Designee shall be entitled to such contractual indemnification as is provided to the other directors of the Company. The Company may exclude any Board Observer from access to any material or meeting or portion thereof if: (i) the Board concludes in good faith, upon advice of the Company’s counsel, that such exclusion is reasonably necessary to preserve the attorney-client privilege between the Company and regulations promulgated thereundersuch counsel; or (ii) such portion of a meeting is an executive session limited solely to independent director members of the Board, independent auditors and/or legal counsel, as the Board may designate, and the Board Observer (assuming the Board Observer were a member of the Board) would not meet the then-applicable standards for independence adopted by the New York Stock Exchange, or such other exchange on which the Company’s securities are then traded. In the event the Purchaser designates a Board Observer pursuant to clause (a) above, Purchaser’s Board Observer shall have no duties, fiduciary or otherwise, to file the Company. If the Purchaser does not designate a statement on Schedule 13D Purchaser Designee prior to the date of the Business Combination Closing, its rights pursuant to Rule 13d-1(a) of the rules and regulations promulgated under the Exchange Act or a Schedule 13G of the rules and regulations promulgated under the Exchange Act pursuant to Rule 13d-1(c) of the rules and regulations promulgated under the Exchange Act with the SEC as a "person" within the meaning of this Section 13(d)(3) of the Exchange Act if such group beneficially owned Parent Securities representing more than 5% of any class of Parent Securities then outstanding9 shall terminate.

Board Representation. (a) From The parties hereto acknowledge and agree that each of the Closing Date Original Voting Investors (or Affiliates, directors and so long employees of such Original Voting Investor) shall be entitled to (i) designate, on behalf of the Voting Investors, an individual to serve as Seller continues a director of the Company (each a "Designated Director"), (ii) remove its Designated Director, and (iii) replace its Designated Director in the event of a vacancy created by such Designated Director. Such rights of designation, removal and replacement shall terminate if the Original Voting Investor (or Affiliates, directors and employees of such Investor) owns less than twenty-five percent (25%) of the Securities that such Investor originally purchased from USOL pursuant to that certain Subscription Agreement dated July 21, 1999, by and between the Investor and USOL. Upon termination of such rights of designation, removal and replacement, the director position originally designated by an Original Voting Investor shall become a director position to be filled by the beneficial owner holders of at least ten (10) percent Company common stock. Each of the issued Original Voting Investors hereby designates the individual identified opposite its name on EXHIBIT C to act as its initial Designated Director. Each Investor entitled to vote its shares of Company Preferred Stock shall vote its shares of Company Preferred Stock at any regular or special meeting of stockholders of the Company or in any written consent executed in lieu of such a meeting of stockholders and outstanding Parent Securities, Parent shall take all necessary other actions so that Parent shall nominate one individual selected by Seller pursuant to subsection (b) below (the "SELLER DIRECTOR") and Parent shall recommend to including using its stockholders in writing and include such recommendation in all stockholder proxy materials or other communications relating to the election of directors, and shall use all commercially reasonable best efforts to ensure, that the Seller Director be elected to Parent's board of directors at any and all meetings of or pursuant to any and all written actions by Parent's stockholders. Parent's obligations hereunder shall terminate to the extent that Seller makes, or in any way participates, directly or indirectly, either individually or as a member of a 13D Group, in any "solicitation" or "proxies" (as such terms are defined in Regulation 14A promulgated under the Securities Exchange Act of 1934) in opposition to the Board of Directors of Parent. Furthermore, upon the occurrence of any such event, Seller shall cause its designee to resign from the board of directors of Parent. For purposes the Company to take all actions) necessary to give effect to the agreements contained in this Agreement (including, without limitation, the election of the Designated Directors provided for herein) and to ensure that the certificate of incorporation and bylaws of the Company as in effect at any time hereafter do not conflict in any respect with the provisions of this Section 5.13Agreement. In order to effectuate the provisions of this Agreement, "13D GROUP" each Investor hereby agrees that when any action or vote is required to be taken by such Investor pursuant to this Agreement, such Investor shall mean any group of persons formed for use its best efforts to call, or cause the purpose of acquiring, holding, voting or disposing of Parent Securities which would be required under Section 13(d) appropriate officers and directors of the Exchange ActCompany to call, and a special or annual meeting of stockholders of the rules and regulations promulgated thereunderCompany, as the case may be, or execute or cause to file be executed, a statement on Schedule 13D consent in writing in lieu of any such meetings pursuant to Rule 13d-1(aapplicable corporate law. To the extent this Section 4.4(a) does not apply to the election of directors of the rules Company, Sections 4.1 and regulations promulgated under 4.2 USOL HOLDINGS, INC. AGREEMENT AMONG INVESTORS shall govern the Exchange Act Investors' vote. If any Original Voting Investor transfers less than all of its Company Preferred Stock to one or more Affiliates, directors or employees of such Original Voting Investor, then the right to designate, remove and replace a Schedule 13G Designated Director shall be determined, as among the Original Voting Investor and such Affiliates, directors or employees, by agreement of such parties. (b) Notwithstanding anything contained in this Agreement to the rules and regulations promulgated under the Exchange Act pursuant to Rule 13d-1(c) of the rules and regulations promulgated under the Exchange Act with the SEC contrary, insofar as a "person" within Regulated Investor owns no Series A Company Preferred Stock, such Regulated Investor shall have no right to designate, remove or replace any Company directors or otherwise participate in the meaning election of Section 13(d)(3) of the Exchange Act if Company directors; except, however, so long as such group beneficially owned Parent Securities representing more than 5% Regulated Investor is an owner of any class of Parent Securities then outstandingCompany Preferred Stock, that Regulated Investor shall have the right to appoint a representative to attend and observe Company board meetings and to receive documents and other information distributed to the Company directors.

Board Representation. (a) From On the Closing Date and so long as Seller continues to be the beneficial owner Date, a designee of at least ten (10) percent of the issued and outstanding Parent Securities, Parent shall take all necessary actions so that Parent shall nominate one individual selected by Seller pursuant to subsection (b) below Purchaser (the "SELLER DIRECTOR"“Purchaser Designee”) and Parent shall recommend to its stockholders in writing and include such recommendation in all stockholder proxy materials or other communications relating who is reasonably acceptable to the election of directors, and Company shall use all commercially reasonable efforts to ensure, that the Seller Director be elected to Parent's board of directors at any and all meetings of or pursuant to any and all written actions by Parent's stockholders. Parent's obligations hereunder shall terminate to the extent that Seller makes, or in any way participates, directly or indirectly, either individually or as a member of a 13D Group, in any "solicitation" or "proxies" (as such terms are defined in Regulation 14A promulgated under the Securities Exchange Act of 1934) in opposition appointed to the Board of Directors of Parentthe Company and the Audit Committee of the Board of Directors. FurthermoreThereafter, upon for so long as Purchaser owns the occurrence Minimum Interest, Purchaser shall be entitled to designate one Purchaser Designee reasonably acceptable to the Company on the management slate of any nominees to the Company’s Board of Directors. At least 90 days prior to each annual meeting of stockholders at which a Purchaser Designee will stand for election, Purchaser shall provide written notice to the Company indicating the Purchaser Designee to be nominated by Purchaser at such eventannual meeting. (b) Subject to applicable law, Seller the Company shall cause use its designee best effort at all times to resign from take such action as is necessary to ensure that the board nominating committee of directors the Board of Parent. For purposes of this Section 5.13, "13D GROUP" shall mean any group of persons formed for Directors (or the purpose of acquiring, holding, voting or disposing of Parent Securities which would be required under Section 13(dfull Board if there is no nominating committee) of the Exchange ActCompany shall nominate and recommend to the stockholders of the Company that the stockholders elect the Purchaser Designee to the Board of Directors. All Purchaser Designees elected to the Board of Directors shall receive, during the period in which they serve, any and all benefits (including, without limitation, any director compensation and grants of stock options under the rules and regulations promulgated thereunder, any non-employee director plan of the Company) generally provided to file all of the other members of the Board of Directors of the Company. (c) If at any time Purchaser is entitled to designate a statement on Schedule 13D nominee to the Board of Directors pursuant to Rule 13d-1(athis Section 4.06 and Purchaser does not have a representative on the Board, so long as Purchaser owns the Minimum Interest, the Company shall permit one representative of Purchaser (which representative shall be reasonably acceptable to the Company) to attend, but not vote, as an observer at each meeting of the rules and regulations promulgated under the Exchange Act Board of Directors or a Schedule 13G any committee of the rules Board empowered to act with full authority of the entire Board, including telephonic meetings. The Company shall cause notice of any meeting of the Board of Directors or any such committee of the Board to be delivered to any such representative at the same time and regulations promulgated under in the Exchange Act same manner as notice is given to the members of the Board of Directors. Such representative will be entitled to receive all written materials given to the members of the Board of Directors in connection with such meetings at the time such materials and information are given to the Board of Directors. The Company shall reimburse such representative for his or her reasonable out-of-pocket expenses incurred in connection with attending meetings of the Board of Directors or any such committee of the Board. (d) Each Purchaser Designee shall be entitled to serve on any standing committee of the Board. The Company shall use its best efforts at all times as is necessary to ensure that each Purchaser Designee is appointed to all such committees of the Board of Directors. (e) For so long as any Purchaser Designee remains on the Board of Directors, the Company shall use best efforts to maintain directors’ and officers’ liability insurance with financially sound and reputable insurers at a level of coverage of at least $10,000,000. (f) Neither the Purchaser nor any Purchaser Designee nor any representative of the Purchaser nor any of the Affiliates of the foregoing, including IHM, will disclose to any third party, or use for any purpose unrelated to the performance of such person’s duties for the Company (including the purchase and sale of the capital stock of the Company), any material non-public information received pursuant to Rule 13d-1(c) of the rules and regulations promulgated under the Exchange Act with the SEC as a "person" within the meaning of Section 13(d)(3) of the Exchange Act if such group beneficially owned Parent Securities representing more than 5% of any class of Parent Securities then outstandingthis Agreement or otherwise.

Board Representation. (a) From The Investor shall be entitled to designate at least one (1) director to the Closing Date Board (such director, or such other individual who may be designated by the Investor from time to time, the “Investor Director”), and so long as Seller continues the Company shall promptly cause, and the Founder Parties shall promptly cause and otherwise agree not take any action to prevent, the appointment or election of such Investor Director to the Board, including, convening a meeting of the Board pursuant to the Articles and Bylaws and appointing such Investor Director to the Board, and in the case of an election, (i) nominating such individual to be elected as a director as provided herein, (ii) recommending to the beneficial owner Shareholders the election of at least ten such Investor Director to the Board in any meeting of Shareholders to elect directors, (10iii) percent including such nomination and recommendation regarding such individual in the Company’s notice for any meeting of Shareholders to elect directors, (iv) if necessary, expanding the size of the issued Board in order to appoint the Investor Director, and outstanding Parent Securities(v) in the case of the Founder Parties, Parent shall take all necessary actions so that Parent shall nominate one individual selected by Seller pursuant vote for electing the Investor Director to subsection the Board in any meeting of Shareholders to elect director(s). (b) below In the event of the death, disability, retirement, removal or resignation of the Investor Director (or any other vacancy created by removal thereof), the "SELLER DIRECTOR"Investor shall have the exclusive right to designate a replacement to fill such vacancy and serve on the Board, and the Company shall cause the Board to appoint such individual to the Board (who shall, following such appointment, be the Investor Director for purposes of this Agreement). Each Founder Party shall take any required actions to cause and otherwise agrees not to take any action to prevent any such appointment. (c) and Parent shall recommend to its stockholders in writing and include such recommendation in all stockholder proxy materials At any meeting of the Board or any annual general or other communications relating meeting of the Shareholders that may be held from time to time at which the Investor Director is up for re-appointment to the election of directorsBoard, the Company shall cause the Board to re-appoint the Investor Director to serve on the Board and shall use all commercially reasonable best efforts to ensure, ensure that the Seller Investor Director be elected to Parent's board of directors at any and all meetings of or pursuant to any and all written actions is re-appointed by Parent's stockholders. Parent's obligations hereunder shall terminate to the extent that Seller makes, or in any way participates, directly or indirectly, either individually or as a member of a 13D Group, in any "solicitation" or "proxies" (as such terms are defined in Regulation 14A promulgated under the Securities Exchange Act of 1934) in opposition Shareholders to the Board of Directors of Parent. Furthermore, upon pursuant to the occurrence of any such event, Seller shall cause its designee to resign from the board of directors of Parent. For purposes of this Section 5.13, "13D GROUP" shall mean any group of persons formed for the purpose of acquiring, holding, voting or disposing of Parent Securities which would be required under Section 13(d) terms of the Exchange ActArticles and Bylaws and any Applicable Law, and the rules Founder Parties shall vote for, and regulations promulgated thereundernot take any action to prevent, the re-appointment of such Investor Director to the Board. (d) Each of the Founder Parties agrees that, if at any time it is then entitled to vote for the removal of directors from the Board, it shall not vote, or cause to be voted, or execute proxies or written consents, as the case may be, and the Company agrees that it shall not take any action, in favor of the removal of the Investor Director unless such removal shall be for Cause. Removal for “Cause” shall mean removal of a director because of such director’s (i) willful misconduct that is materially injurious, monetarily or otherwise, to file the Company or any of its Subsidiaries, (ii) conviction for, or guilty plea to, a statement on Schedule 13D pursuant to Rule 13d-1(a) of the rules and regulations promulgated under the Exchange Act felony or a Schedule 13G crime involving moral turpitude or (iii) abuse of the rules and regulations promulgated under the Exchange Act pursuant to Rule 13d-1(c) of the rules and regulations promulgated under the Exchange Act with the SEC as a "person" within the meaning of Section 13(d)(3) of the Exchange Act if such group beneficially owned Parent Securities representing more than 5% of any class of Parent Securities then outstandingillegal drugs or other controlled substances or habitual intoxication.

Board Representation. (a) From In consideration of the Closing Date ValueAct Parties’ agreement set forth in Section 3 below and so long concurrently with the execution and delivery of this Agreement, the Board has (i) increased its size by one and filled the resulting vacancy by appointing ▇▇. ▇▇▇▇▇ as Seller continues a director of the Company to serve on the Board until the date of the 2008 annual meeting of stockholders of the Company and (ii) nominated ▇▇. ▇▇▇▇▇ (or, if applicable, the successor director as provided in Section 1(b) below) for election as a director of the Company at the 2008 annual meeting of stockholders of the Company. (b) Subject to applicable law and the rules of the New York Stock Exchange (“NYSE”), in the event that a vacancy on the Board is created as a result of ▇▇. ▇▇▇▇▇’▇ death, resignation, disqualification or removal (or the death, resignation, disqualification or removal of any designee of the ValueAct Parties pursuant to this Section 1(b)) or the nomination of ▇▇. ▇▇▇▇▇ is withdrawn for any reason, the Company (acting through the Board) shall appoint a successor director and/or nominate another Person designated by the ValueAct Parties (provided that, such designee meets the definition of independence as defined by the NYSE and meets the requirements to serve as a director under the Delaware General Corporation Law) (such designee being referred to as a “Qualified ValueAct Designee”) to fill such vacancy or be nominated for election, which Qualified ValueAct Designee shall serve and/or be nominated as specified in Section 1(a) above. Notwithstanding anything to the beneficial owner contrary in this Agreement, if the Company fails to make such Qualified ValueAct Designee a member of the Board within ten days after designation by the ValueAct Parties or the nomination of ▇▇. ▇▇▇▇▇ is withdrawn and another Qualified ValueAct Designee of the ValueAct Parties is not nominated for election as a director of the Company at least ten the 2008 annual meeting of stockholders of the Company, the obligations of the ValueAct Parties hereunder shall immediately terminate. (10c) Notwithstanding anything to the contrary in this Agreement, the rights and privileges set forth in this Section 1 shall be personal to the ValueAct Parties and may not be transferred or assigned to any individual, corporation, partnership, limited liability company, joint venture, estate, trust, association, organization or other entity of any kind or nature (each, a “Person”). (d) Notwithstanding anything to the contrary in this Agreement, if, at anytime, the ValueAct Parties cease to own more than five percent of the issued outstanding voting power of the Company, the rights and outstanding Parent Securities, Parent shall take all necessary actions so that Parent shall nominate one individual selected by Seller pursuant to subsection (b) below (privileges of the "SELLER DIRECTOR"ValueAct Parties contained in Section 1(a) and Parent Section 1(b) shall recommend to its stockholders in writing and include such recommendation in all stockholder proxy materials or other communications relating be terminable upon the request of the Board to the election of directorsValueAct Parties, and whereupon the ValueAct Parties shall use all commercially reasonable efforts to ensurepromptly cause ▇▇. ▇▇▇▇▇ or his successor director, that the Seller Director be elected to Parent's board of directors at any and all meetings of or pursuant to any and all written actions by Parent's stockholders. Parent's obligations hereunder shall terminate to the extent that Seller makesif any, or in any way participates, directly or indirectly, either individually or as a member of a 13D Group, in any "solicitation" or "proxies" (as such terms are defined in Regulation 14A promulgated under the Securities Exchange Act of 1934) in opposition to the Board of Directors of Parent. Furthermore, upon the occurrence of any such event, Seller shall cause its designee to resign from the board of directors of Parent. For purposes of this Section 5.13, "13D GROUP" shall mean any group of persons formed for the purpose of acquiring, holding, voting or disposing of Parent Securities which would be required under Section 13(d) of the Exchange Act, and the rules and regulations promulgated thereunder, to file a statement on Schedule 13D pursuant to Rule 13d-1(a) of the rules and regulations promulgated under the Exchange Act or a Schedule 13G of the rules and regulations promulgated under the Exchange Act pursuant to Rule 13d-1(c) of the rules and regulations promulgated under the Exchange Act with the SEC as a "person" within the meaning of Section 13(d)(3) of the Exchange Act if such group beneficially owned Parent Securities representing more than 5% of any class of Parent Securities then outstandingBoard immediately.

Board Representation. (ai) From Promptly following the Closing Date and so long as Seller continues to be the beneficial owner of at least ten (10) percent written request of the issued Purchaser, if prior to a Termination Event, the Board shall adopt resolutions that (i) increase the number of natural persons that constitute the whole Board by one (1) person and outstanding Parent Securities(ii) fill the vacancy created by virtue of such increase in the size of the Board with an individual designated by the Purchaser, Parent shall take all necessary actions so that Parent shall nominate one individual selected by Seller who must in the reasonable judgment of the Company, (A) qualify as an Independent Director, (B) have the requisite skill and experience to serve as a director of a publicly traded company, (C) not be prohibited or disqualified from serving as a director of the Company pursuant to subsection the Company’s Bylaws (bas in effect as of the date of determination) below or any rule or regulation of the Commission, NASDAQ (or any other principal stock exchange or market upon which the Common Stock may trade), the Company’s, Nominating and Corporate Governance Committee Charter (as in effect as of the date of determination) or by applicable law and (D) otherwise be reasonably acceptable to the Company (the "SELLER DIRECTOR") “Designated Director”). Such Designated Director shall stand for nomination and Parent appointment to the Company’s Board of Directors in accordance with the provisions in the Company’s, Nominating and Corporate Governance Committee Charter. The Purchaser shall, and shall recommend to its stockholders in writing cause the Designated Director to, timely provide the Company with accurate and include such recommendation in all stockholder proxy materials or other communications complete information relating to the election of directors, Purchaser and shall use all commercially reasonable efforts the Designated Director that may be required to ensure, that be disclosed by the Seller Director be elected to Parent's board of directors at any and all meetings of or pursuant to any and all written actions by Parent's stockholders. Parent's obligations hereunder shall terminate to the extent that Seller makes, or in any way participates, directly or indirectly, either individually or as a member of a 13D Group, in any "solicitation" or "proxies" (as such terms are defined in Regulation 14A promulgated Company under the Securities Exchange Act of 1934) in opposition Act. In addition, at the Company’s request, the Purchaser shall cause the Designated Director to complete and execute the Company’s standard director and officer questionnaire and provide such other information as the Company may reasonably request prior to being admitted to the Board or standing for reelection at an annual meeting of Directors of Parent. FurthermoreStockholders or at such other time as may be requested by the Company. (ii) The Designated Director will hold office until his or her term expires and such Designated Director’s successor has been duly elected and qualified or until such Designated Director’s earlier death, upon resignation or removal. (iii) In order to designate an individual for appointment to the occurrence of any such eventBoard, Seller shall cause its designee the Purchaser must submit to resign from the board of directors of Parent. For purposes Company a written notice in accordance with the notice provisions set forth in Section 7.8 of this Section 5.13Agreement, "13D GROUP" which notice shall mean any group include (i) the name, age, business address and residence address of persons formed for the purpose such designee, (ii) a current resume and curriculum vitae of acquiring, holding, voting or disposing of Parent Securities which would be required under Section 13(dsuch designee and (iii) of the Exchange Act, and the rules and regulations promulgated thereunder, to file a statement on Schedule 13D pursuant to Rule 13d-1(a) of the rules and regulations promulgated under the Exchange Act or a Schedule 13G of the rules and regulations promulgated under the Exchange Act pursuant to Rule 13d-1(c) of the rules and regulations promulgated under the Exchange Act with the SEC as a "person" within the meaning of Section 13(d)(3) of the Exchange Act if describing such group beneficially owned Parent Securities representing more than 5% of any class of Parent Securities then outstandingdesignee’s qualifications.

Board Representation. (a) From The RP Investor II shall have the Closing Date right to designate one trustee (such trustee and so long as Seller continues any trustee who subsequently replaces such trustee in accordance with this Agreement, a “Primary RP Trustee”) for election to the Board of Trustees of the Trust (the “Board”) in accordance with, and subject to the conditions of, Section 10(a)(iii) of the Partnership Agreement. In the event that any Primary RP Trustee shall die, retire from or be removed from the Board, a substitute Primary RP Trustee shall be designated by the RP Investor II for election to the Board pursuant to this Agreement. Each of the Shareholders shall vote, or cause to be the beneficial owner of at least ten (10) percent voted, all of the issued and outstanding Parent Securities, Parent shall take all necessary actions so that Parent shall nominate one individual selected Common Shares beneficially owned or held of record by Seller pursuant to subsection (b) below (the "SELLER DIRECTOR") and Parent shall recommend to its stockholders in writing and include such recommendation in all stockholder proxy materials or other communications relating to the election of directors, and shall use all commercially reasonable efforts to ensure, that the Seller Director be elected to Parent's board of directors Shareholder at any and all meetings regular or special meeting of or pursuant to any and all written actions by Parent's stockholders. Parent's obligations hereunder shall terminate to the extent that Seller makesshareholders of the Trust called for the purpose of filling positions on the Board, or in any way participateswritten or electronic consent executed in lieu of such a meeting of shareholders, directly or indirectly, either individually or as a member of a 13D Group, in any "solicitation" or "proxies" (as such terms are defined in Regulation 14A promulgated under to cause the Securities Exchange Act of 1934) in opposition election to the Board of Directors the Primary RP Trustee. The RP Investor II has named ▇▇▇▇▇▇▇ ▇▇▇▇▇ as the initial Primary RP Trustee. (b) The RP Investor II shall have the exclusive right to cause the removal of Parentthe Primary RP Trustee (such trustee, a “Removed Trustee”) and designate a replacement RP Trustee in accordance with, and subject to the conditions of, Section 10(a)(iii) of the Partnership Agreement. FurthermoreIf the Removed Trustee does not resign or if the Board does not fill the resulting vacancy with the replacement Primary RP Trustee within five (5) business days of written notice of the RP Investor II, upon each of the occurrence Shareholders shall act by written or electronic consent to remove the Removed Trustee and elect a replacement Primary RP Trustee (or, if such written or electronic consent would not be effective for any reason, by causing the Trust to call a special meeting of the shareholders of the Trust and voting all of the Common Shares beneficially owned or held of record by such Shareholder at such special meeting of the shareholders in favor of such actions). (c) If an Event of Default (as defined in the Partnership Agreement) occurs and remains uncured for a period of sixty (60) calendar days following the Trust’s receipt of written notice from the RP Investor II: (i) the RP Investor II shall have the right by written notice to the Trust (the “Board Increase Election”) to request that the number of trustees then constituting the Board be increased by a number of trustees that would result in the RP Investor II being entitled to designate for nomination and election a majority of the members of the Board (each such additional trustee and any trustee who subsequently replaces such trustee in accordance with this Agreement, an “Additional RP Trustee” and, together with the Primary RP Trustee, the “RP Trustees”); (ii) the removal of any such eventAdditional RP Trustees may only be effected in accordance with the terms of Section 1(b) of this Agreement; (iii) in the event that any Additional RP Trustee shall die, Seller shall cause its designee to resign retire from or be removed from the board Board, a substitute Additional RP Trustee shall be designated by the RP Investor II; and (iv) each of directors the Shareholders shall vote, or cause to be voted, all of Parent. For purposes the Common Shares beneficially owned or held of this Section 5.13, "13D GROUP" shall mean record by such Shareholder at any group regular or special meeting of persons formed the shareholders of the Trust called for the purpose of acquiringfilling positions on the Board, holdingor in any written or electronic consent executed in lieu of such a meeting of shareholders, voting or disposing of Parent Securities which would be required under Section 13(d) to cause the election to the Board of the Exchange Act, and Additional RP Trustees. If for any reason the rules and regulations promulgated thereunder, to file number of trustees on the Board is not increased in accordance with (i) above so that the RP Trustees constitute a statement on Schedule 13D pursuant to Rule 13d-1(a) majority of the rules and regulations promulgated under the Exchange Act or a Schedule 13G Board, each of the rules Shareholders shall act by written or electronic consent to remove such number of trustees and regulations promulgated under elect Additional RP Trustees so that the Exchange Act pursuant to Rule 13d-1(c) RP Trustees constitute a majority of the rules Board (or, if such written or electronic consent would not be effective for any reason, by causing the Trust to call a special meeting of the shareholders of the Trust and regulations promulgated under voting all of the Exchange Act Common Shares beneficially owned or held of record by such Shareholder at such special meeting of the shareholders in favor of such actions). (d) Each Shareholder shall vote any additional Common Shares or other voting securities of the Trust acquired by such Shareholder after the date hereof in accordance with the SEC provisions of Paragraphs (a), (b) and (c) above. (e) The Primary RP Trustee shall serve on each committee of the Board and shall be provided substantially comparable access to the business records and operational matters of the Trust as the other members of the Board. (f) The RP Investor II shall have the right to designate one individual as a "person" within non-voting observer to the meaning of Section 13(d)(3) Board (a “Board Observer”), who shall initially be ▇▇▇ ▇▇▇▇▇▇▇. Any Board Observer shall be entitled to attend meetings of the Exchange Act Board and any committee of the Board and to receive all information provided to the members of the Board or its committees (including minutes of previous meetings of the Board or such committees); provided, that (i) the Board Observer shall not be entitled to vote on any matter submitted to the Board or any of its committees nor to offer any motions or resolutions to the Board or such committees; and (ii) the Trust may withhold information or materials from the Board Observer and exclude such Board Observer from any meeting or portion thereof if (as determined by the Board in good faith) access to such group beneficially owned Parent Securities representing more than 5% information or materials or attendance at such meeting would adversely affect the attorney-client or work product privilege between the Trust and its counsel. The RP Investor II shall have the exclusive right to remove a Board Observer and designate a replacement Board Observer at any time. (g) Each Shareholder has executed and delivered the Irrevocable Limited Proxy attached hereto as Exhibit A (the “Limited Proxy”) that grants the RP Investor II (or its designee) an irrevocable limited proxy to vote all Common Shares held by such Shareholder or execute a written or electronic consent in lieu of any class meeting of Parent Securities then outstandingshareholder of the Trust on behalf of such Shareholder, each in accordance with this Section 1.

Board Representation. (a) From Upon the Closing Date and so long as Seller continues to be Closing, (i) the beneficial owner of at least ten (10) percent Company shall increase the size of the issued Board by three directors and outstanding Parent Securities(ii) the Board shall fill this vacancy with three directors designated by the Investor who shall (w) be reasonably acceptable to the Company, Parent shall take (x) be approved by the Nominating and Governance Committee of the Board, (y) meet all necessary actions so 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 Parent shall nominate one individual selected by Seller pursuant apply to subsection all nominees for the Board and (z) meet the independence standards set forth in the NASDAQ listing rules (the “Investor Designees” and each, an “Investor Designee”). (b) below Until the occurrence of an Investor Rights Termination Event, the Investor shall have the right to designate such number of Investor Designees to serve as a director on the Board (each an “Investor Board Representative”) equal to (i) three, for as long as the "SELLER DIRECTOR"Investor’s Economic Interest Percentage equals or exceeds 12.5%, (ii) two, for as long as the Investor’s Economic Interest Percentage equals or exceeds 10%, and Parent (iii) one, for as long as the Investor’s Economic Interest Percentage equals or exceeds 7.5%. The Company, acting through the Nominating and Governance Committee of the Board, and, as necessary, the Board, shall cause, subject to the fiduciary duties of the members of the Board and the Nominating and Governance Committee, any applicable regulation or listing requirement of NASDAQ or other securities exchange on which the Common Stock is listed for trading, such Investor Board Representative to be nominated for election or appointment to the Board. At any Company Stockholders’ Meeting, the Board shall, subject to the directors’ fiduciary duties, any applicable regulation or listing requirement of NASDAQ or other securities exchange on which the Common Stock is listed for trading, recommend that the stockholders elect to its stockholders the Board each Investor Board Representative nominated for election at such meeting. In the event of the death, disability, resignation or removal of an Investor Board Representative, the Company shall cause, subject to the fiduciary duties of the members of the Nominating and Governance Committee, any applicable regulation or listing requirement of NASDAQ or other securities exchange on which the Common Stock is listed for trading, the prompt election to the Board a replacement director designated by the Investor to fill the resulting vacancy, and such individual shall then be deemed an Investor Board Representative for all purposes under this Agreement. (c) Each Investor Board Representative shall be entitled to the same compensation and same indemnification in connection with his or her role as a director as the other members of the Board, and shall be entitled to reimbursement for documented, reasonable out-of-pocket expenses incurred in attending meetings of the Board or any committees thereof, to the same extent as the other members of the Board. The Company shall notify each Investor Board Representative of all regular and special meetings of the Board and shall notify each Investor Board Representative of all regular and special meetings of any committee of the Board of which an Investor Board Representative is a member pursuant to the notice requirements under the Company’s bylaws then in effect. The Company shall provide each Investor 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) The Investor acknowledges that the Company has corporate governance guidelines in effect which would apply to all of the Company’s directors including the Investor Board Representatives. (e) Until the occurrence of an Investor Rights Termination Event, the Company shall provide notification in writing and include such recommendation in all stockholder of the anticipated filing date of definitive proxy materials (or if applicable, preliminary proxy materials) with the SEC for an annual general meeting or any special meeting at which directors are elected, of the applicable year, and the Investor shall be required to identify in writing its proposed Investor Designees at least 30 calendar days prior to such date of anticipated filing of the definitive proxy materials (or if applicable, preliminary proxy materials) with the SEC, as well as submit completed director and officer questionnaires provided by the Company within a reasonable period of time of receipt of such questionnaires from the Company, and the Nominating and Governance Committee of the Board of the Company shall, subject to the fiduciary duties of the members of the Nominating and Governance Committee, any applicable regulation or listing requirement of NASDAQ or other communications relating securities exchange on which the Common Stock is listed for trading, at any Company Stockholders’ Meeting at which directors are to be elected, and in every action or approval by written consent of stockholders of the Company in lieu of such a meeting, nominate the Investor Designees for election to the Board. The Company’s proxy statement for the election of directorsdirectors shall include the recommendation of the Board in favor of election of the Investor Designees, and the Company shall solicit proxies for the Investor Designees to the same extent as it does for any of its other nominees to the Board and use all commercially reasonable efforts to ensurecause the Investor Designees to be elected as directors of the Board; provided, that such efforts will not require the Seller Director be elected Company to Parent's board of directors at postpone any and all meetings of or pursuant to any and all written actions by Parent's stockholders. Parent's obligations hereunder shall terminate to the extent that Seller makes, or in any way participates, directly or indirectly, either individually or as a member of a 13D Group, in any "solicitation" or "proxies" Company Stockholders’ Meeting. (as such terms are defined in Regulation 14A promulgated under the Securities Exchange Act of 1934f) in opposition to the Board of Directors of Parent. Furthermore, upon Until the occurrence of any such eventan Investor Rights Termination Event, Seller the Board shall cause its designee to resign from the board of directors of Parent. For purposes of this Section 5.13, "13D GROUP" shall mean any group of persons formed for the purpose of acquiring, holding, voting or disposing of Parent Securities which would be required under Section 13(d) appoint one of the Exchange ActInvestor Board Representatives to sit on each committee of the Board, and the total number of members of each committee of the Board shall not exceed four (4) without prior written consent of the Investor. In the event that the Investor agrees to increase the size of any committee of the Board to more than four (4) members, the number of Investor Board Representatives on each such committee of the Board shall equal to the product of (i) the total number of directors sitting on such committee and (ii) the Investor’s Economic Interest Percentage, rounded up to the whole number, subject to the Investor Board Representative satisfying applicable qualifications under applicable law, regulation or stock exchange rules and regulations promulgated thereunderregulations; provided, that in the event that the Board forms a special committee of disinterested directors to file evaluate a statement on Schedule 13D transaction with the Investor or any of its Affiliates, no Investor Board Representatives shall be appointed to such special committee. (g) Until the occurrence of an Investor Rights Termination Event, the Company shall not increase the size of the Board to more than 14 directors without the consent of the Investor; provided, that, such consent shall not be required if, following the increase in the size of the Board, the number of Investor Designees that the Investor shall be entitled to nominate pursuant to Rule 13d-1(athis Agreement shall be equal to at least the product of (x) the total number of directors constituting the rules expanded Board and regulations promulgated under (y) the Exchange Act or a Schedule 13G of Investor’s Economic Interest Percentage, rounded up to the rules and regulations promulgated under the Exchange Act pursuant to Rule 13d-1(c) of the rules and regulations promulgated under the Exchange Act with the SEC as a "person" within the meaning of Section 13(d)(3) of the Exchange Act if such group beneficially owned Parent Securities representing more than 5% of any class of Parent Securities then outstandingwhole number.

Board Representation. (ai) From Promptly following the Closing Date and so long as Seller continues to be the beneficial owner of at least ten (10) percent written request of the issued Purchaser, if prior to a Termination Event, the Board shall adopt resolutions that (i) increase the number of natural persons that constitute the whole Board by one (1) person and outstanding Parent Securities(ii) fill the vacancy created by virtue of such increase in the size of the Board with an individual designated by the Purchaser, Parent shall take all necessary actions so that Parent shall nominate one individual selected by Seller who must in the reasonable judgment of the Company, (A) qualify as an Independent Director, (B) have the requisite skill and experience to serve as a director of a publicly traded company, (C) not be prohibited or disqualified from serving as a director of the Company pursuant to subsection the Company's Bylaws (bas in effect as of the date of determination) below or any rule or regulation of the Commission, NASDAQ (or any other principal stock exchange or market upon which the Common Stock may trade), the Company's, Nominating and Corporate Governance Committee Charter (as in effect as of the date of determination) or by applicable law and (D) otherwise be reasonably acceptable to the Company (the "SELLER DIRECTORDesignated Director") ). Such Designated Director shall stand for nomination and Parent appointment to the Company's Board of Directors in accordance with the provisions in the Company's, Nominating and Corporate Governance Committee Charter. The Purchaser shall, and shall recommend to its stockholders in writing cause the Designated Director to, timely provide the Company with accurate and include such recommendation in all stockholder proxy materials or other communications complete information relating to the election of directors, Purchaser and shall use all commercially reasonable efforts the Designated Director that may be required to ensure, that be disclosed by the Seller Director be elected to Parent's board of directors at any and all meetings of or pursuant to any and all written actions by Parent's stockholders. Parent's obligations hereunder shall terminate to the extent that Seller makes, or in any way participates, directly or indirectly, either individually or as a member of a 13D Group, in any "solicitation" or "proxies" (as such terms are defined in Regulation 14A promulgated Company under the Securities Exchange Act of 1934) in opposition Act. In addition, at the Company's request, the Purchaser shall cause the Designated Director to complete and execute the Company's standard director and officer questionnaire and provide 7140498v.6 such other information as the Company may reasonably request prior to being admitted to the Board or standing for reelection at an annual meeting of Directors of Parent. FurthermoreStockholders or at such other time as may be requested by the Company. (ii) The Designated Director will hold office until his or her term expires and such Designated Director's successor has been duly elected and qualified or until such Designated Director's earlier death, upon resignation or removal. (iii) In order to designate an individual for appointment to the occurrence of any such eventBoard, Seller shall cause its designee the Purchaser must submit to resign from the board of directors of Parent. For purposes Company a written notice in accordance with the notice provisions set forth in Section 7.8 of this Section 5.13Agreement, "13D GROUP" which notice shall mean any group include (i) the name, age, business address and residence address of persons formed for the purpose such designee, (ii) a current resume and curriculum vitae of acquiring, holding, voting or disposing of Parent Securities which would be required under Section 13(dsuch designee and (iii) of the Exchange Act, and the rules and regulations promulgated thereunder, to file a statement on Schedule 13D pursuant to Rule 13d-1(a) of the rules and regulations promulgated under the Exchange Act or a Schedule 13G of the rules and regulations promulgated under the Exchange Act pursuant to Rule 13d-1(c) of the rules and regulations promulgated under the Exchange Act with the SEC as a "person" within the meaning of Section 13(d)(3) of the Exchange Act if describing such group beneficially owned Parent Securities representing more than 5% of any class of Parent Securities then outstandingdesignee's qualifications.

Board Representation. (a) From On the Closing Date and so long as Seller continues to be the beneficial owner Date, a designee of at least ten (10) percent of the issued and outstanding Parent Securities, Parent shall take all necessary actions so that Parent shall nominate one individual selected by Seller pursuant to subsection (b) below Purchaser (the "SELLER DIRECTORPurchaser Designee") and Parent shall recommend to its stockholders in writing and include such recommendation in all stockholder proxy materials or other communications relating who is reasonably acceptable to the election of directors, and Company shall use all commercially reasonable efforts to ensure, that the Seller Director be elected to Parent's board of directors at any and all meetings of or pursuant to any and all written actions by Parent's stockholders. Parent's obligations hereunder shall terminate to the extent that Seller makes, or in any way participates, directly or indirectly, either individually or as a member of a 13D Group, in any "solicitation" or "proxies" (as such terms are defined in Regulation 14A promulgated under the Securities Exchange Act of 1934) in opposition appointed to the Board of Directors of Parentthe Company and the Audit Committee of the Board of Directors. FurthermoreThereafter, upon for so long as Purchaser owns the occurrence Minimum Interest, Purchaser shall be entitled to designate one Purchaser Designee reasonably acceptable to the Company on the management slate of any nominees to the Company's Board of Directors. At least 90 days prior to each annual meeting of stockholders at which a Purchaser Designee will stand for election, Purchaser shall provide written notice to the Company indicating the Purchaser Designee to be nominated by Purchaser at such eventannual meeting. (b) Subject to applicable law, Seller the Company shall cause use its designee best effort at all times to resign from take such action as is necessary to ensure that the board nominating committee of directors the Board of Parent. For purposes of this Section 5.13, "13D GROUP" shall mean any group of persons formed for Directors (or the purpose of acquiring, holding, voting or disposing of Parent Securities which would be required under Section 13(dfull Board if there is no nominating committee) of the Exchange ActCompany shall nominate and recommend to the stockholders of the Company that the stockholders elect the Purchaser Designee to the Board of Directors. All Purchaser Designees elected to the Board of Directors shall receive, during the period in which they serve, any and all benefits (including, without limitation, any director compensation and grants of stock options under the rules and regulations promulgated thereunder, any non-employee director plan of the Company) generally provided to file all of the other members of the Board of Directors of the Company. (c) If at any time Purchaser is entitled to designate a statement on Schedule 13D nominee to the Board of Directors pursuant to Rule 13d-1(athis Section 4.06 and Purchaser does not have a representative on the Board, so long as Purchaser owns the Minimum Interest, the Company shall permit one representative of Purchaser (which representative shall be reasonably acceptable to the Company) to attend, but not vote, as an observer at each meeting of the rules and regulations promulgated under the Exchange Act Board of Directors or a Schedule 13G any committee of the rules Board empowered to act with full authority of the entire Board, including telephonic meetings. The Company shall cause notice of any meeting of the Board of Directors or any such committee of the Board to be delivered to any such representative at the same time and regulations promulgated under in the Exchange Act same manner as notice is given to the members of the Board of Directors. Such representative will be entitled to receive all written materials given to the members of the Board of Directors in connection with such meetings at the time such materials and information are given to the Board of Directors. The Company shall reimburse such representative for his or her reasonable out-of-pocket expenses incurred in connection with attending meetings of the Board of Directors or any such committee of the Board. (d) Each Purchaser Designee shall be entitled to serve on any standing committee of the Board. The Company shall use its best efforts at all times as is necessary to ensure that each Purchaser Designee is appointed to all such committees of the Board of Directors. (e) For so long as any Purchaser Designee remains on the Board of Directors, the Company shall use best efforts to maintain directors' and officers' liability insurance with financially sound and reputable insurers at a level of coverage of at least $10,000,000. (f) Neither the Purchaser nor any Purchaser Designee nor any representative of the Purchaser nor any of the Affiliates of the foregoing, including IHM, will disclose to any third party, or use for any purpose unrelated to the performance of such person's duties for the Company (including the purchase and sale of the capital stock of the Company), any material non-public information received pursuant to Rule 13d-1(c) of the rules and regulations promulgated under the Exchange Act with the SEC as a "person" within the meaning of Section 13(d)(3) of the Exchange Act if such group beneficially owned Parent Securities representing more than 5% of any class of Parent Securities then outstandingthis Agreement or otherwise.

Board Representation. (a) From the Closing Date and For so long as Seller continues the Investor (together with any Affiliates and Permitted Transferees) beneficially owns a number of Ordinary Shares that, in aggregate, is equal to or more than the Minimum Ownership Percentage, the Investor shall be entitled to nominate one (1) individual (who shall be reasonably acceptable to the Board and shall meet all qualifications required by the Company’s written policies that apply to all Directors of the Company) for appointment or election to the Board (an “Investor Director”) and the Company and the Founder Parties shall cause the appointment or election of such Investor Director to the Board, including, in the case of an election, (i) nominating such individual to be the beneficial owner of at least ten (10) percent elected as Director of the issued Company, (ii) recommending to the Shareholders the election of such Investor Director to the Board in the Company’s next meeting of Shareholders to elect directors, and outstanding Parent Securities, Parent shall take all necessary actions so that Parent shall nominate one (iii) including such nomination and recommendation regarding such individual selected by Seller pursuant in the Company’s notice for the Company’s next meeting of Shareholders to subsection elect directors. (b) below For so long as the Investor (together with any Affiliates and Permitted Transferees) beneficially owns a number of Ordinary Shares that, in aggregate, is equal to or more than 1.5 times of the "SELLER DIRECTOR"Minimum Ownership Percentage, the Investor shall be entitled to nominate a second Investor Director in addition to the right of appointment contained in the preceding clause 2.1(a) for a total of two (2) Investor Directors, and Parent the Company and the Founder Parties shall recommend cause the appointment or election of such additional Investor Director to its stockholders the Board, including, in writing and include the case of an election, (i) nominating such recommendation in all stockholder proxy materials or other communications relating individual(s) to be elected as Director(s) of the Company, (ii) recommending to the Shareholders the election of such Investor Director(s) to the Board in the Company’s next meeting of Shareholders to elect directors, and shall use all commercially reasonable efforts (iii) including such nomination and recommendation regarding such individual(s) in the Company’s notice for the Company’s next meeting of Shareholders to ensure, that elect directors. (c) For so long as the Seller Director be elected Investor has the right to Parent's board of directors at any and all meetings of or nominate a director pursuant to any and all written actions by Parent's stockholders. Parent's obligations hereunder shall terminate this Section 2.1, upon an Investor Director’s election to the extent that Seller makesBoard, or in any way participatesthe Investor shall be entitled to nominate one Investor Director to serve on (i) the Compensation Committee, directly or indirectly(ii) the Corporate Governance and Nominating Committee of the Board, either individually or as a member of a 13D Group, in any "solicitation" or "proxies" and (as iii) all such terms are defined in Regulation 14A promulgated under the Securities Exchange Act of 1934) in opposition to the Board of Directors of Parent. Furthermore, upon the occurrence of any such event, Seller shall cause its designee to resign from the board of directors of Parent. For purposes of this Section 5.13, "13D GROUP" shall mean any group of persons formed for the purpose of acquiring, holding, voting or disposing of Parent Securities which would be required under Section 13(dother committee(s) of the Board from time to time established by the Company in each case subject to compliance with applicable Laws and, in the case of (iii), excluding the Audit Committee and subject also to the listing rules and corporate governance best practice applicable to companies listed on the New York Stock Exchange Actsimilar to the Company, and the rules Company and regulations promulgated thereunder, Founder Parties shall procure that such Investor Director be appointed to file a statement on Schedule 13D pursuant to Rule 13d-1(a) such committees of the rules and regulations promulgated under the Exchange Act or a Schedule 13G of the rules and regulations promulgated under the Exchange Act pursuant to Rule 13d-1(c) of the rules and regulations promulgated under the Exchange Act with the SEC as a "person" within the meaning of Section 13(d)(3) of the Exchange Act if such group beneficially owned Parent Securities representing more than 5% of any class of Parent Securities then outstandingBoard.

Board Representation. (a) From At any time from and after the Closing Date and so long as Seller continues Effective Time, at the written request of the Subject Sellers, Boron shall cause one (1) representative designated by the Subject Sellers to be the beneficial owner of at least ten (10) percent of the issued and outstanding Parent Securities, Parent shall take all necessary actions so that Parent shall nominate one individual selected by Seller pursuant to subsection (b) below (the "SELLER DIRECTOR") and Parent shall recommend to its stockholders in writing and include such recommendation in all stockholder proxy materials elected or other communications relating to the election of directors, and shall use all commercially reasonable efforts to ensure, that the Seller Director be elected to Parent's board of directors at any and all meetings of or pursuant to any and all written actions by Parent's stockholders. Parent's obligations hereunder shall terminate to the extent that Seller makes, or in any way participates, directly or indirectly, either individually or as a member of a 13D Group, in any "solicitation" or "proxies" (as such terms are defined in Regulation 14A promulgated under the Securities Exchange Act of 1934) in opposition appointed to the Board of Directors of ParentBoron, which representative shall (i) be reasonably acceptable to the Board of Directors of Boron, (ii) not be a person who is an officer or employee of Holdings or any of its Subsidiaries as of the date hereof, (iii) satisfy all director qualifications reasonably required by ▇▇▇▇▇ and shall agree to comply with all policies of ▇▇▇▇▇ (including as to ethics, confidentiality and trading) in each case in effect from time to time that apply to all nominees for the Board of Directors of Boron and (iv) be eligible to serve on the Board of Directors of Boron under the Depository Institution Management Interlocks Act, 12 U.S.C. 3201 et seq., and the federal banking agencies’ implementing regulations thereunder, including the Federal Reserve Board’s Regulation L, 12 C.F.R. Part 212, in each case as they may be amended from time to time (a “Qualified Nominee”, and any such Qualified Nominee to be appointed to the Board of Directors of Boron, a “Board Representative”). FurthermoreAny Board Representative elected or appointed to the Board of Directors of Boron shall, at the Subject Sellers’ election, also be appointed to Boron Bank’s Board of Directors at the time of his or her appointment or election to the Board of Directors of Boron. Boron Bank shall take all action necessary to facilitate any such appointment to Boron Bank’s Board of Directors. (b) From and after the election or appointment of a Board Representative pursuant to Section 4(a), (i) at each meeting of the shareholders of Boron at which directors of Boron are to be elected (including any annual meeting of shareholders) and at which the term of such Board Representative shall expire, the Board of Directors of Boron shall nominate and recommend for election one (1) Qualified Nominee designated by the Subject Sellers to serve as a Board Representative and Boron shall use its reasonable best efforts to cause such person to be elected to serve as a director on the Board of Directors of Boron and shall solicit proxies for such person to the same extent as it does for any of its other nominees to the Board of Directors (it being understood that such Qualified Nominee shall not be in addition to the person designated by the Subject Seller to be appointed to the Board of Directors of Boron at the Effective Time pursuant to the prior paragraph and that the Subject Sellers’ right to designate a Qualified Nominee to serve on the Board of Directors of Boron at any given time shall be limited to one (1) person), provided that such efforts will not require Boron to postpone its annual meeting of shareholders or take extraordinary solicitation efforts not taken with regard to the other nominees to the Board of Directors of Boron, including that Boron shall not be obligated to pay extraordinary costs with regard to the election of such Qualified Nominee as director; provided, further, that, if at any time after his appointment to the Board of Directors of Boron, the Board Representative ceases to be a Qualified Nominee, such representative shall not continue to serve as the Board Representative; and (ii) upon the occurrence death, disability, retirement, resignation, removal or other vacancy of a director designated by the Subject Sellers, the Board of Directors of Boron shall appoint as a director to fill the vacancy so created a Qualified Nominee designated by the Subject Sellers to fill such vacancy. (c) Each Board Representative shall be entitled to the same compensation and same indemnification and insurance coverage in connection with his or her role as a director as the other members of the Board of Directors of Boron, and shall be entitled to reimbursement for documented, reasonable out-of-pocket expenses incurred in attending meetings of the Board of Directors of Boron or any committees thereof, to the same extent as the other members of the Board of Directors of Boron. Boron shall notify each Board Representative of all regular and special meetings of the Board of Directors of Boron and shall notify each Board Representative of all regular and special meetings of any committee of the Board of Directors of Boron of which such eventBoard Representative is a member. Boron shall provide each Board Representative with copies of all notices, Seller shall cause its designee minutes, consents and other materials provided to resign from all other members of the board Board of directors Directors of Parent. For purposes of Boron concurrently as such materials are provided to the other members. (d) Boron’s obligations under this Section 5.13, "13D GROUP" 4 shall mean terminate and be of no further force or effect on the earlier of (i) such time as the Subject Sellers (and any group of persons formed for the purpose of acquiring, holding, voting or disposing of Parent Securities which would be required under Section 13(dPermitted Transferees) collectively beneficially own less than five percent (5%) of the Exchange Act, outstanding shares of Boron Common Stock and Boron Non-Voting Common Stock (as reported in the rules and regulations promulgated thereunder, to file a statement on Schedule 13D pursuant to Rule 13d-1(a) of the rules and regulations promulgated most recent Boron Report publicly filed under the Exchange Act or a Schedule 13G of Act), excluding the rules and regulations promulgated under the Exchange Act pursuant to Rule 13d-1(c) of the rules and regulations promulgated under the Exchange Act with the SEC as a "person" within the meaning of Section 13(d)(3) of the Exchange Act if such group beneficially owned Parent Securities representing more than 5% dilutive effect of any class primary issuances of Parent Securities then outstandingBoron Common Stock or Boron Non-Voting Common Stock (or any other securities convertible into or exchangeable for Boron Common Stock or and Boron Non-Voting Common Stock) by Boron, and (ii) the breach, in any material respect, by the Subject Sellers of any of its obligations in this Agreement.

Board Representation. (a) From the Closing Date and so For as long as Seller continues to be the beneficial owner of at least ten JD holds no less than twelve and half percent (1012.5 %) percent of the then issued and outstanding Parent Securitiesshare capital of the Company, Parent on a fully diluted basis, JD shall take all necessary actions so that Parent 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 nominate one individual selected by Seller promptly cause the appointment or election of such JD Director to the Board, including, convening a meeting of the Board pursuant to subsection the Memorandum and Articles and appointing such JD Director to the Board, and in the case of an election, (i) nominating such individual to be elected as a director as provided herein, (ii) recommending to the Shareholders the election of such 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. (b) below In the event of the death, disability, retirement or resignation of the JD Director (or any other vacancy created by removal thereof), JD shall have the "SELLER DIRECTOR"exclusive right to designate a replacement to fill such vacancy and serve on the Board, and the Company shall promptly cause the appointment or election of such individual to the Board (who shall, following such appointment or election, be the JD Director for purposes of this Agreement). (c) and Parent shall recommend to its stockholders in writing and include such recommendation in all stockholder proxy materials At any meeting of the Board or any annual general or other communications relating meeting of the Shareholders that may be held from time to time at which the JD Director is up for re-appointment to the election of directorsBoard, the Company shall cause the Board to re-appoint the JD Director to serve on the Board and shall use all commercially reasonable best efforts to ensure, ensure that the Seller JD Director be elected to Parent's board of directors at any and all meetings of or pursuant to any and all written actions is re-appointed by Parent's stockholders. Parent's obligations hereunder shall terminate to the extent that Seller makes, or in any way participates, directly or indirectly, either individually or as a member of a 13D Group, in any "solicitation" or "proxies" (as such terms are defined in Regulation 14A promulgated under the Securities Exchange Act of 1934) in opposition Shareholders to the Board pursuant to the terms of Directors the Memorandum and Articles and any Applicable Law. The Company agrees that it shall not take any action, in favor of Parentthe removal of the JD Director unless such removal shall be for Cause. Furthermore, upon the occurrence of any such event, Seller shall cause its designee to resign from the board of directors of Parent. For purposes of this Section 5.13, "13D GROUP" Removal for “Cause” shall mean any group removal of persons formed for the purpose a director because of acquiringsuch director’s (i) willful misconduct that is materially injurious, holding, voting monetarily or disposing of Parent Securities which would be required under Section 13(d) of the Exchange Act, and the rules and regulations promulgated thereunderotherwise, to file the Company or any of its Subsidiaries, (ii) conviction for, or guilty plea to, a statement on Schedule 13D pursuant to Rule 13d-1(a) of the rules and regulations promulgated under the Exchange Act felony or a Schedule 13G crime involving moral turpitude, or (iii) abuse of the rules and regulations promulgated under the Exchange Act pursuant to Rule 13d-1(c) of the rules and regulations promulgated under the Exchange Act with the SEC as a "person" within the meaning of Section 13(d)(3) of the Exchange Act if such group beneficially owned Parent Securities representing more than 5% of any class of Parent Securities then outstandingillegal drugs or other controlled substances or habitual intoxication.