Common use of Board Representation Clause in Contracts

Board Representation. (a) From and after the Closing, until such time as the Purchaser Parties collectively no longer Beneficially Own a number of shares of Purchased Shares equal to (i) at least 50% of the Purchased Shares received by the Purchaser pursuant to this Agreement (adjusted for subdivisions, stock-splits, combinations, recapitalizations or similar events, and provided that any shares of Common Stock issued upon conversion of shares of Preferred Stock shall be treated as that number of shares of Preferred Stock with respect to which such shares of Common Stock was converted into), the Purchaser shall be entitled to designate two (2) persons, who shall be Partners, Managing Directors, Advisors or Principals of the Purchaser, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇, LLC or their respective Affiliates (an “Affiliated Fund”), to serve on the Company Board (the “Purchaser Designees” and each a “Purchaser Designee”) and (ii) at least 25% (but less than 50%) of the Purchased Shares received by the Purchaser pursuant to this Agreement (adjusted for subdivisions, stock-splits, combinations, recapitalizations or similar events, and provided that any shares of Common Stock issued upon conversion of shares of Preferred Stock shall be treated as that number of shares of Preferred Stock with respect to which such shares of Common Stock was converted into), the Purchaser shall be entitled to designate one (1) Purchaser Designee. At such time that the Purchaser is no longer entitled to designate one or both Purchaser Designees pursuant to the previous sentence, the Purchaser shall promptly cause one or both Purchaser Designees, as applicable, to offer to resign from the Company Board. The Purchaser Designees shall initially be those persons named on Schedule 4.10 to this Agreement. A person that is a Purchaser Designee shall remain and be regarded as a Purchaser Designee for purposes of this Agreement for the remainder of such person’s term on the Company Board or, if earlier, death or resignation. The Company’s obligations to have any Purchaser Designee appointed to the Company Board or nominate any Purchaser Designee for election as a director at any meeting of the Company’s stockholders pursuant to this Section 4.10, as applicable, shall in each case be subject to such Purchaser Designee’s satisfaction of all requirements regarding service as a director of the Company under applicable Law and stock exchange rules regarding service as a director of the Company. The Purchaser Parties will cause each Purchaser Designee to make himself or herself reasonably available for interviews and to consent to such reference and background checks or other investigations and provide such information as the Company Board may reasonably request to determine the Purchaser’s Designee’s eligibility and qualification to serve as a director of the Company Board. (b) From and after the Closing, the Company shall take such actions as are necessary to cause the Purchaser Designees to be nominated as members of the Company Board and shall, subject to applicable Law, include in any proxy statement prepared, used, delivered or publicly filed by the Company to solicit the vote of its stockholders in connection with any meeting of Company stockholders the recommendation of the Company Board that stockholders of the Company vote in favor of the Purchaser Designees and solicit votes in favor of the election of the Purchaser Designees to Company Board consistent with the Company’s efforts to solicit votes in favor of the election of the Company’s other nominees to the Company Board. (c) The Company, the Purchaser and each Purchaser Designee shall enter into a confidentiality and non-disclosure agreement on reasonably acceptable terms and which shall provide that a Purchaser Designee shall be permitted to disclose confidential or non-public information received by such Purchaser Designee in its capacity as a member of the Company Board to representatives of the Purchaser and its Affiliates.

Board Representation. (a) From and after The Stockholders, collectively, shall have the Closing, until such time as the Purchaser Parties collectively no longer Beneficially Own a number of shares of Purchased Shares equal to (i) at least 50% of the Purchased Shares received by the Purchaser pursuant to this Agreement (adjusted for subdivisions, stock-splits, combinations, recapitalizations or similar events, and provided that any shares of Common Stock issued upon conversion of shares of Preferred Stock shall be treated as that number of shares of Preferred Stock with respect to which such shares of Common Stock was converted into), the Purchaser shall be entitled right to designate two (2) persons, who shall be Partners, Managing Directors, Advisors or Principals of the Purchaser, either ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ or ▇▇▇▇ & ▇▇▇▇▇▇▇, LLC or their respective Affiliates (an “Affiliated Fund”)as they may choose, for election to the Company's board of directors by such board at the closing of the transactions contemplated by the Purchase Agreement, to serve on until the Company Board next annual meeting of the stockholders of the Company. Thereafter, if any one of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ or ▇▇▇▇ ▇▇▇▇▇▇▇ (i) holds at least 400,000 shares of Common Stock (which threshold number of shares shall automatically be adjusted from time to time to reflect increases, decreases or exchanges in, or the “Purchaser Designees” and each distribution of additional or different securities in respect of, the Common Stock as a “Purchaser Designee”result of any recapitalization, reclassification, stock dividend, stock split, reverse stock split or other similar transaction) and (ii) is either an employee of the Company or is subject to the noncompetition covenants of Article VII of the Purchase Agreement or Section 7 of the Employment Agreement of even date herewith between him and the Company ((i) and (ii) above, the "Board Qualifications"), the Company agrees to cause such Stockholder to be included in management's slate of nominees for election at least 25% (but each annual meeting of the stockholders of the Company at the expiration of his term, for so long as such Stockholder meets the Board Qualifications. If, however, both ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ and ▇▇▇▇ ▇▇▇▇▇▇▇ meet the Board Qualifications, the Stockholders shall choose one of them to be nominated for election to the Company's Board of Directors and the Company agrees to cause such Stockholder so chosen to be included in management's slate of nominees for election at each annual meeting of the stockholders of the Company at the expiration of his term, for so long as such Stockholder meets the Board Qualifications. Further, for so long as the Stockholders collectively own in the aggregate not less than 50%) of the Purchased Shares received by the Purchaser pursuant to this Agreement (adjusted for subdivisions, stock-splits, combinations, recapitalizations or similar events, and provided that any 800,000 shares of Common Stock issued upon conversion of shares of Preferred Stock shall be treated as that (which threshold number of shares shall automatically be adjusted from time to time to reflect increases, decreases or exchanges in, or the distribution of Preferred Stock with additional or different securities in respect to which such shares of of, the Common Stock was converted intoas a result of any recapitalization, reclassification, stock dividend, stock split, reverse stock split or other similar transaction), the Purchaser shall be entitled to designate one (1) Purchaser Designee. At such time that the Purchaser is no longer entitled to designate one or both Purchaser Designees pursuant to the previous sentence, the Purchaser shall promptly cause one or both Purchaser Designees, as applicable, to offer to resign from the Company Board. The Purchaser Designees shall initially be those persons named on Schedule 4.10 to this Agreement. A person that is a Purchaser Designee shall remain and be regarded as a Purchaser Designee for purposes of this Agreement for the remainder of such person’s term on the Company Board or, if earlier, death or resignation. The Company’s obligations to have any Purchaser Designee appointed to the Company Board or nominate any Purchaser Designee for election as a director at any meeting of the Company’s stockholders pursuant to this Section 4.10, as applicable, shall in each case be subject to such Purchaser Designee’s satisfaction of all requirements regarding service as a director of the Company under applicable Law and stock exchange rules regarding service as a director of the Company. The Purchaser Parties will cause each Purchaser Designee to make himself or herself reasonably available for interviews and to consent to such reference and background checks or other investigations and provide such information as the Company Board may reasonably request to determine the Purchaser’s Designee’s eligibility and qualification to serve as a director of the Company Board. (b) From and after the Closing, the Company shall take such actions as are necessary agrees to cause the Purchaser Designees to be nominated as members whichever of the Company Board ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ and shall, subject to applicable Law, include in any proxy statement prepared, used, delivered or publicly filed by the Company to solicit the vote of its stockholders in connection with any meeting of Company stockholders the recommendation of the Company Board that stockholders of the Company vote in favor of the Purchaser Designees and solicit votes in favor of the election of the Purchaser Designees to Company Board consistent with the Company’s efforts to solicit votes in favor of the election of the Company’s other nominees to the Company Board. (c) The Company, the Purchaser and each Purchaser Designee shall enter into a confidentiality and non-disclosure agreement on reasonably acceptable terms and which shall provide that a Purchaser Designee shall be permitted to disclose confidential or non-public information received by such Purchaser Designee in its capacity as ▇▇▇▇ ▇▇▇▇▇▇▇ is not a member of the Company Company's Board of Directors to representatives be invited to attend meetings of the Purchaser Company's Board of Directors as an observer (so long as he is either an employee of the Company or is subject to the noncompetition covenants of Article VII of the Purchase Agreement or Section 7 of the Employment Agreement of even date herewith between him and its Affiliatesthe Company), unless the Board of Directors of the Company determines as to any particular meeting or meetings that considerations of confidentiality make such attendance inappropriate.

Board Representation. (a) From and after The Company shall promptly cause two vacancies to be created on its Board of Directors (by increasing the Closing, until such time as the Purchaser Parties collectively no longer Beneficially Own a number of shares members of Purchased Shares equal the Board of Directors or otherwise) and at the Initial Closing shall cause two persons designated by the Fund (unless, after customary investigation of such persons' qualifications, the Board of Directors reasonably determines in good faith that either or both of such persons is not qualified or acceptable under standards applied fairly and equally to all nominees) to be selected to fill such vacancies. One of the persons designated by the Fund may, at the Fund's written election, be designated by an Additional Investor, but in no case shall the Holders of Preferred Stock collectively designate more than two persons to serve on the Board of Directors. Such designees 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 8.10(a), (i) at least so long as the Fund holds 50% of the Purchased Shares received by the Purchaser pursuant to this Agreement (adjusted for subdivisions, stock-splits, combinations, recapitalizations or similar events, and provided that any shares of Common Stock issued upon conversion of shares of Preferred Stock shall be treated as that number of shares of Preferred Stock with respect to which such shares of or Common Stock was converted into)issued or issuable upon conversion of the Preferred Shares (whether or not the Preferred Shares have been converted) acquired by it under this Agreement, the Purchaser Fund shall be entitled to designate two directors to the Company's Board of Directors (2one of whom at the Fund's written election may be designated by an Additional Investor) persons, who shall be Partners, Managing Directors, Advisors or Principals of the Purchaser, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇, LLC or their respective Affiliates (an “Affiliated Fund”), to serve on the Company Board (the “Purchaser Designees” and each a “Purchaser Designee”) and (ii) at least so long as the Fund holds 25% (but less than 50%) of the Purchased Shares received by the Purchaser pursuant to this Agreement (adjusted for subdivisions, stock-splits, combinations, recapitalizations or similar events, and provided that any shares of Common Stock issued or issuable upon conversion of shares of the Preferred Stock shall be treated as that number of shares of Preferred Stock with respect to which Shares (whether or not such shares of Common Stock was converted into)have been converted) acquired by it under this Agreement, the Purchaser Fund shall be entitled to designate one (1) Purchaser Designee. At such time that the Purchaser is no longer entitled to designate one or both Purchaser Designees pursuant director to the previous sentenceCompany's Board of Directors, and, in either case, at relevant future annual meetings of the stockholders of the Company, a successor to replace any such director upon expiration of his or her term. The Company shall cause such designees (unless, after customary investigation of any such person's qualifications, the Purchaser shall promptly cause one Board of Directors reasonably determines in good faith that such person is not qualified or both Purchaser Designees, as applicable, acceptable under standards applied fairly and equally to offer all nominees) to resign from be included in the Company Board. The Purchaser Designees shall initially be those persons named on Schedule 4.10 to this Agreement. A person that is a Purchaser Designee shall remain and be regarded as a Purchaser Designee for purposes slate of this Agreement for nominees recommended by the remainder of such person’s term on the Company Board or, if earlier, death or resignation. The Company’s obligations to have any Purchaser Designee appointed to the Company Board or nominate any Purchaser Designee Company's stockholders for election as a director at any meeting of the Company’s stockholders pursuant to this Section 4.10directors, as applicable, shall in each case be subject to such Purchaser Designee’s satisfaction of all requirements regarding service as a director of the Company under applicable Law and stock exchange rules regarding service as a director of the Company. The Purchaser Parties will cause each Purchaser Designee to make himself or herself reasonably available for interviews and to consent to such reference and background checks or other investigations and provide such information as the Company Board may reasonably request to determine the Purchaser’s Designee’s eligibility and qualification to serve as a director of the Company Board. (b) From and after the Closing, the Company shall take such actions as are necessary use its reasonable best efforts to cause the Purchaser Designees to be nominated as members election of such designees, including voting all shares for which the Company Board and shall, subject to applicable Law, include in any proxy statement prepared, used, delivered or publicly filed holds proxies (unless otherwise directed by the Company stockholder submitting such proxy) or is otherwise entitled to solicit the vote of its stockholders in connection with any meeting of Company stockholders the recommendation of the Company Board that stockholders of the Company vote in favor of the Purchaser Designees and solicit votes vote, in favor of the election of such person. Notwithstanding the Purchaser Designees foregoing, if the Fund has not designated a person pursuant to Company Board consistent with Section 8.10(a), or if the Fund is entitled to designate a director or directors to the Company’s efforts to solicit votes in favor 's Board of Directors by virtue of the election first sentence of this Section 8.10(b) and the Fund does not designate at least one director to the Company's Board of Directors, the Fund shall be entitled to receive all notices and materials distributed to the members of the Board of Directors of the Company’s other nominees , and to designate one person who shall be entitled to attend all meetings of the Company BoardBoard of Directors and committees thereof and to receive minutes of all such meetings upon preparation thereof. (c) The CompanyIn the event any designee of the Fund (or at the Fund's written election, by an Additional Investor) 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 8.10(a) or 8.10(b), the Purchaser and each Purchaser Designee Company shall enter into use its reasonable best efforts to cause the vacancy resulting thereby to be filled by a confidentiality and non-disclosure agreement on reasonably acceptable terms and which shall provide that a Purchaser Designee shall be permitted to disclose confidential or non-public information received by such Purchaser Designee in its capacity as a member designee of the Company Board to representatives of Fund (or at the Purchaser and its AffiliatesFund's written election, by an Additional Investor).

Board Representation. (a) From and after The Company shall take all permissible corporate action such that on the Closing, until such time as Closing Date the Purchaser Parties collectively no longer Beneficially Own a number of shares of Purchased Shares equal to (i) at least 50% size of the Purchased Shares received Board shall be increased by the Purchaser pursuant to this Agreement one (adjusted for subdivisions, stock-splits, combinations, recapitalizations or similar events1) member, and provided that any shares of Common Stock issued upon conversion of shares of Preferred Stock shall be treated as that number of shares of Preferred Stock with respect to which such shares of Common Stock was converted into), the Purchaser shall be entitled to designate two (2) persons, who shall be Partners, Managing Directors, Advisors or Principals of the Purchaser, ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ (“▇▇▇▇▇▇▇▇ & ”) shall be appointed to the Board as 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 set at ten (10) members. (c) Subject to Section 2(a), from and after the Closing Date, the Company shall cause ▇▇▇▇▇▇▇ (or, LLC or their respective Affiliates (an “Affiliated Fund”), 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 Designees” and each a “Purchaser Designee”) and for so long as the ▇▇▇▇▇▇▇ Family Foundation (iior an Affiliate thereof) has beneficial ownership of Shares, Warrants or Warrant Shares, in the aggregate, in an amount equal to at least 25% fifty percent (but less than 50%) of the Purchased Shares received 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 applicable law, be the Company’s nominee to serve on the Board and the Company shall solicit proxies for the Purchaser Designee to the same extent as it would for any of its other nominees to the Board. The Company’s proxy statement for the election of directors 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 Purchaser pursuant to this Agreement (adjusted for subdivisions, stock-splits, combinations, recapitalizations or similar events, and provided that any shares of Common Stock issued upon conversion of shares of Preferred Stock shall be treated as that number of shares of Preferred Stock with respect to which such shares of Common Stock was converted intoBoard), the Purchaser Designee shall be entitled to designate one serve as a member of, or observer to, at such Purchaser Designee’s election, committees of the Board. (1f) ▇▇▇▇▇▇▇ may, and ▇▇▇▇▇▇▇ may request the Purchaser Designee to, as the 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. At such time that 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 designate one or both the Purchaser Designees Designee in accordance with Section 2(c) above. (g) In addition to any other indemnification rights the Purchaser Designee has pursuant to the previous sentenceTransaction Documents and the Company’s Certificate of Incorporation and Bylaws, the Purchaser Designee that serves on the Board shall promptly cause one or both Purchaser Designeeshave the right to enter into, as applicable, to offer to resign from 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 Purchaser Designees Company shall initially be those persons named on Schedule 4.10 to this Agreement. A person that is a maintain director and officer insurance covering the Purchaser Designee shall remain and be regarded as a Purchaser Designee for purposes of this Agreement for the remainder of such person’s term on the Company Board or, if earlier, death or resignation. The Company’s obligations same terms and with the same amount of coverage as is provided to have any Purchaser Designee appointed to the Company Board or nominate any Purchaser Designee for election as a director at any meeting of the Company’s stockholders pursuant to this Section 4.10, as applicable, shall in each case be subject to such Purchaser Designee’s satisfaction of all requirements regarding service as a director of the Company under applicable Law and stock exchange rules regarding service as a director of the Company. The Purchaser Parties will cause each Purchaser Designee to make himself or herself reasonably available for interviews and to consent to such reference and background checks or other investigations and provide such information as the Company Board may reasonably request to determine the Purchaser’s Designee’s eligibility and qualification to serve as a director of the Company Board. (b) From and after the Closing, the Company shall take such actions as are necessary to cause the Purchaser Designees to be nominated as members of the Board. The Company Board and shall, subject to applicable Law, include in any proxy statement prepared, used, delivered or publicly filed shall reimburse the reasonable expenses incurred by the Company to solicit the vote of its stockholders Purchaser Designee in connection with any meeting of Company stockholders the recommendation attending (whether in person or telephonically) all meetings of the Board or committees thereof or other Company Board that stockholders related meetings to the same extent as all other members of the Company vote Board are reimbursed for such expenses (or, in favor of the Purchaser Designees and solicit votes in favor of the election of the Purchaser Designees case any such expense reimbursement policy shall apply only to Company Board consistent with the Company’s efforts to solicit votes in favor of the election of the Company’s other nominees non-employee directors, to the Company Board. (c) The Company, the Purchaser and each Purchaser Designee shall enter into a confidentiality and same extent as all other non-disclosure agreement on reasonably acceptable terms and which shall provide that a employee directors). The Purchaser Designee shall be permitted entitled to disclose confidential or 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-public information received by such Purchaser Designee in its capacity 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 a member of and following the Company Board to representatives Closing Date that the Company’s Certificate of Incorporation and Bylaws are not inconsistent with the Purchaser provisions of this Agreement and its Affiliatesthe Transaction Documents or the transactions contemplated hereby or thereby.

Board Representation. (a) From and after the Closing, until such time For so long as the Purchaser Parties collectively no longer Beneficially Own beneficially owns a number of shares of Purchased Series A Shares equal to (i) at least 50% of the Purchased and/or Ordinary Shares received by the Purchaser pursuant to this Agreement (adjusted for subdivisions, stock-splits, combinations, recapitalizations or similar events, and provided that any shares of Common Stock issued upon conversion of shares Series A Shares equal to at least seventy-five percent (75%) of Preferred Stock the Series A Shares issued at the Closing (in each case, as appropriately adjusted for share splits, reverse share splits, share dividends, share consolidations, recapitalizations and the like), the Company shall procure that, and each Shareholder and each Founder agrees to vote, or cause to be voted, all Shares owned by such Shareholder, or over which such Shareholder and such Founder has voting control, from time to time and at all times, in whatever manner as shall be treated as that number necessary to ensure that, at annual or extraordinary general meetings of shares shareholders, pursuant to written consent of Preferred Stock with respect to which such shares of Common Stock was converted into)the shareholders, or by actions by the Board , the Purchaser shall be entitled have the exclusive right to designate appoint and elect two (2) personsdirectors of the Board (the “Purchaser Directors,” and each, who a “Purchaser Director”). The initial Purchaser Directors shall be Partners, Managing Directors, Advisors or Principals of the Purchaser, ▇▇▇▇▇▇ ▇. ▇▇▇▇ and ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇, LLC or their respective Affiliates (an “Affiliated Fund”), . For so long as the Purchaser beneficially owns a number of Series A Shares and/or Ordinary Shares issued upon conversion of Series A Shares equal to serve on the Company Board (the “Purchaser Designees” and each a “Purchaser Designee”) and (ii) at least 25% fifty percent (but less than 50%) of the Purchased Series A Shares received issued at the Closing, but less than seventy-five percent (75%) of the Series A Shares issued at the Closing (in each case, as appropriately adjusted for share splits, reverse share splits, share dividends, share consolidations, recapitalizations and the like), the Company shall procure that, and each Shareholder and each Founder agrees to vote, or cause to be voted, all Shares owned by such Shareholder, or over which such Shareholder and such Founder has voting control, from time to time and at all times, in whatever manner as shall be necessary to ensure that, at annual or extraordinary general meetings of shareholders, pursuant to written consent of the shareholders, or by actions by the Purchaser pursuant to this Agreement (adjusted for subdivisions, stock-splits, combinations, recapitalizations or similar events, and provided that any shares of Common Stock issued upon conversion of shares of Preferred Stock shall be treated as that number of shares of Preferred Stock with respect to which such shares of Common Stock was converted into)Board, the Purchaser shall be entitled have the exclusive right to designate appoint and elect one (1) Purchaser Designee. At such time that the Purchaser is no longer entitled to designate one or both Purchaser Designees pursuant Director to the previous sentence, the Purchaser shall promptly cause one or both Purchaser Designees, as applicable, to offer to resign from the Company Board. The Purchaser Designees shall initially be those persons named on Schedule 4.10 to this Agreement. A person that is a Purchaser Designee shall remain and be regarded as a Purchaser Designee for purposes of this Agreement for the remainder of such person’s term on the Company Board or, if earlier, death or resignation. The Company’s obligations to have any Purchaser Designee appointed to the Company Board or nominate any Purchaser Designee for election as a director at any meeting of the Company’s stockholders pursuant to this Section 4.10, as applicable, shall in each case be subject to such Purchaser Designee’s satisfaction of all requirements regarding service as a director of the Company under applicable Law and stock exchange rules regarding service as a director of the Company. The Purchaser Parties will cause each Purchaser Designee to make himself or herself reasonably available for interviews and to consent to such reference and background checks or other investigations and provide such information as the Company Board may reasonably request to determine the Purchaser’s Designee’s eligibility and qualification to serve as a director of the Company Board. (b) From and after the Closing, the Company shall take such actions as are necessary to cause the Purchaser Designees to be nominated as members of the Company Board and shall, subject to applicable Law, include in any proxy statement prepared, used, delivered or publicly filed by the Company to solicit the vote of its stockholders in connection with any meeting of Company stockholders the recommendation of the Company Board that stockholders of the Company vote in favor of the Purchaser Designees and solicit votes in favor of the election of the Purchaser Designees to Company Board consistent with the Company’s efforts to solicit votes in favor of the election of the Company’s other nominees to the Company Board. (c) The Company, the Purchaser and each Purchaser Designee shall enter into a confidentiality and non-disclosure agreement on reasonably acceptable terms and which shall provide that a Purchaser Designee shall be permitted to disclose confidential or non-public information received by such Purchaser Designee in its capacity as a member of the Company Board to representatives of the Purchaser and its Affiliates.

Board Representation. (a) From and after the Closing, until such time For so long as the Purchaser Parties collectively no longer Beneficially Own a number of shares of Purchased Shares equal to (i) at least 50% of the Purchased Shares received by the Purchaser pursuant to this Agreement (adjusted for subdivisionsPurchasers hold, stock-splitsdirectly or indirectly, combinations, recapitalizations or similar events, and provided that any shares of Common Stock issued upon conversion of shares of Preferred Stock shall be treated as that number of shares of Preferred Stock with respect to which such shares of Common Stock was converted into)Shares, the Purchaser Purchasers (collectively and not individually) shall be entitled to designate two (2) personsto, who shall be Partners, Managing Directors, Advisors or Principals of the Purchaser, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇, LLC or their respective Affiliates (an “Affiliated Fund”), to serve on the Company Board (the “Purchaser Designees” and at each a “Purchaser Designee”) and (ii) at least 25% (but less than 50%) of the Purchased Shares received by the Purchaser pursuant to this Agreement (adjusted for subdivisions, stock-splits, combinations, recapitalizations or similar events, and provided that any shares of Common Stock issued upon conversion of shares of Preferred Stock shall be treated as that number of shares of Preferred Stock with respect to which such shares of Common Stock was converted into), the Purchaser shall be entitled to designate one (1) Purchaser Designee. At such time that the Purchaser is no longer entitled to designate one or both Purchaser Designees pursuant to the previous sentence, the Purchaser shall promptly cause one or both Purchaser Designees, as applicable, to offer to resign from the Company Board. The Purchaser Designees shall initially be those persons named on Schedule 4.10 to this Agreement. A person that is a Purchaser Designee shall remain and be regarded as a Purchaser Designee for purposes of this Agreement for the remainder of such person’s term on the Company Board or, if earlier, death or resignation. The Company’s obligations to have any Purchaser Designee appointed to the Company Board or nominate any Purchaser Designee for election as a director at any annual meeting of the Company’s stockholders pursuant shareholders, nominate a number of directors (such Person(s), the “Purchaser Designee(s)”) to this Section 4.10serve on the Board of Directors (such number of directors rounded down or up to the nearest whole number (which may be zero) (e.g., if such number equaled 0.5, the Purchasers would be entitled to one Purchaser Designee, and if such number equaled 0.49, the Purchasers would be entitled to zero Purchaser Designees) equal to the number of current directors multiplied by a fraction, the numerator of which will be the number of full shares of Common Stock into which the then outstanding Shares held, directly or indirectly, by the Purchasers could be converted at the then applicable Conversion Rate (as applicabledefined in the Certificate of Amendment), shall in each case and the denominator of which will be the sum of (1) the number of shares of Common Stock then outstanding plus (2) the number of full shares of Common Stock into which the then outstanding Shares held, directly or indirectly, by the Purchasers could be converted at the then applicable Conversion Rate; provided, however, that such nomination is subject to such Purchaser Designee’s satisfaction of all applicable requirements regarding service as a director of the Company under applicable Law and or stock exchange rules regarding service as a director of the Company. The Purchaser Parties will cause each Purchaser Designee to make himself or herself reasonably available and such other criteria and qualifications for interviews and to consent to such reference and background checks or other investigations and provide such information as the Company Board may reasonably request to determine the Purchaser’s Designee’s eligibility and qualification to serve service as a director applicable to all directors of the Company Board. (b) From and after in effect from time to time. In the Closingevent that a Purchaser Designee is nominated, the Company shall take (x) include such actions as are necessary Purchaser Designee in its slate of nominees for election to cause the Purchaser Designees to be nominated as members Board of Directors at each annual meeting of the Company Board Company’s shareholders and shall, subject to applicable Law, include in any proxy statement prepared, used, delivered or publicly filed by (y) recommend that the Company to solicit the Company’s shareholders vote of its stockholders in connection with any meeting of Company stockholders the recommendation of the Company Board that stockholders of the Company vote in favor of the Purchaser Designees and solicit votes in favor of the election of the Purchaser Designees Designee(s). The Company shall take all reasonably necessary actions to Company ensure that, at all times when a Purchaser Designee is eligible to be appointed or nominated, there are sufficient vacancies on the Board consistent with of Directors to permit such designation. Notwithstanding the Company’s efforts to solicit votes in favor foregoing, the rights of the election Purchasers under this Section 5.6(a) shall terminate immediately at such time as the Purchasers (collectively and not individually) cease to own, directly or indirectly, any Shares. (b) If any Purchaser Designee ceases to serve on the Board of Directors for any reason during his or her term, the Company’s other nominees to vacancy created thereby shall be filled, and the Company Boardshall cause the Board of Directors to fill such vacancy, with a new Purchaser Designee eligible to serve on the Board of Directors in accordance with Section 5.6(a). (c) The CompanyFor the avoidance of doubt, the Purchaser and each Purchaser Designee shall enter into a confidentiality and non-disclosure agreement on reasonably acceptable terms and which shall provide that a Purchaser Designee shall be permitted entitled (i) to disclose confidential the same retainer, equity compensation and other fees or compensation, including travel and expense reimbursement, paid to the non-public information received by such Purchaser Designee in its capacity as a member executive directors of the Company Board for his or her service as a director and (ii) to representatives the same indemnification rights as other non-executive directors of the Company, and the Company shall maintain, in full force and effect, directors’ and officers’ liability insurance in reasonable amounts to the same extent it now indemnifies and provides insurance for the non-executive directors on the Board of Directors. A Purchaser and its AffiliatesDesignee shall be bound by the same confidentiality restrictions as the other non-executive directors. (d) If, pursuant to Section 10(C) of the Certificate of Amendment, the Purchasers are entitled to vote for the election of additional directors on the Board of Directors, the number of Purchaser Designee(s) that the Purchasers shall be permitted to nominate at an annual meeting of the Company’s shareholders pursuant to Section 5.6(a) shall be reduced by two. (e) For the avoidance of doubt, the rights of the Purchasers provided for in this Section 5.6 shall not be transferrable to any other Person.

Board Representation. (a) From and Effective on the day after the ClosingNote Closing Date, until such time as the Purchaser Parties collectively no longer Beneficially Own a Company shall increase by one (1) the number of shares of Purchased Shares equal to (i) at least 50% members of the Purchased Shares received by the Purchaser pursuant to this Agreement (adjusted for subdivisions, stock-splits, combinations, recapitalizations or similar events, and provided that any shares Board of Common Stock issued upon conversion of shares of Preferred Stock shall be treated as that number of shares of Preferred Stock with respect to which such shares of Common Stock was converted into), the Purchaser shall be entitled to designate two (2) persons, who shall be Partners, Managing Directors, Advisors or Principals Directors of the Purchaser, Company and shall elect and appoint a representative of Purchaser designated by Purchaser and reasonably acceptable to the Company (the "PURCHASER REPRESENTATIVE") to such newly created directorship. The Company and Purchaser agree that ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇will be the initial Purchaser Representative. From and after the election of Purchaser Representative as a Director of the Company, LLC and for as long 25 as Purchaser Representative shall remain a Director of the Company pursuant to this Section 5.3, Purchaser Representative shall be entitled to serve as a member of any executive committee of the Board of Directors of the Company and any other committee or their respective Affiliates body performing the functions of an executive committee (an “Affiliated Fund”the "EXECUTIVE COMMITTEE"). As long as Purchaser beneficially owns not less than 850,000 shares of Common Stock (as adjusted for the events described in Section 1.3 in a manner consistent therewith), to serve on (i) the Board of Directors of the Company Board (shall nominate and recommend the “Purchaser Designees” Representative for election as a Director of the Company, and shall otherwise use its reasonable best efforts to cause the election of such Purchaser Representative as a Director of the Company at each meeting of the Company's shareholders at which the Purchaser Representative's term as a “Purchaser Designee”) Director would otherwise expire, and (ii) at least 25% (but less than 50%) of the Purchased Shares received by the Purchaser pursuant to this Agreement (adjusted for subdivisions, stock-splits, combinations, recapitalizations or similar events, and provided that any shares of Common Stock issued upon conversion of shares of Preferred Stock shall be treated as that number of shares of Preferred Stock with respect to which such shares of Common Stock was converted into), the Purchaser shall be entitled to designate one individual who shall receive notice of all meetings of the Board of Directors and the Executive Committee of the Company and who shall be entitled to attend and participate in all such meetings as an observer on behalf of Purchaser (1the "OBSERVER"). Subject to Section 5.3(b), each Purchaser Representative shall be treated equally with the other Directors and the other members of the Executive Committee in their capacities as such and shall be entitled to the same information (including reports, financial statements, notices and other information) at the same time (subject to the same general conflicts-of-interest rules applicable to all other members of the Board of Directors and Executive Committee of the Company, reasonably and consistently applied) and the same compensation and benefits, as shall be provided to other Directors of the Company and other members of the Executive Committee, and copies of all such information shall be provided or made available to the Observer at the same time such information is provided or made available to Purchaser Designeeand other Directors or Executive Committee members. (b) Notwithstanding any other provisions of this Agreement, the rights of the Purchaser Representative to serve as a Director and as a member of the Executive Committee, and the rights of the Observer to attend and participate in meetings of the Board of Directors and the Executive Committee, pursuant to Section 5.3(a) shall terminate upon the earlier of: (i) the Company's sale of all or substantially all of its assets, (ii) a merger, consolidation, share exchange, or other reorganization or business combination involving the Company in which shareholders of the Company immediately prior to such merger, consolidation, share exchange or other reorganization or business combination own less than fifty percent (50%) of the voting capital stock of the surviving or acquiring corporation or the resulting entity, or (iii) such time as Purchaser no longer owns 850,000 shares of Common Stock (as adjusted for the events described in Section 1.3 in a manner consistent therewith). At such any time that the Purchaser is no longer entitled to designate one or both Purchaser Designees pursuant to the previous sentence, the Purchaser shall promptly cause one or both Purchaser Designees, as applicable, to offer to resign from the Company Board. The Purchaser Designees shall initially be those persons named on Schedule 4.10 to this Agreement. A person that is a Purchaser Designee shall remain and be regarded as a Purchaser Designee for purposes of this Agreement for the remainder of such person’s term on the Company Board or, if earlier, death or resignation. The Company’s obligations to have any Purchaser Designee appointed to the Company Board or nominate any Purchaser Designee for election as a director at any meeting of the Company’s stockholders representation pursuant to this Section 4.105.3, as applicable, shall in each case be subject to such Purchaser Designee’s satisfaction of all requirements regarding service as a director of then at the Company under applicable Law and stock exchange rules regarding service as a director request of the Company. The , the Purchaser Parties will cause each Purchaser Designee to make himself or herself reasonably available for interviews Representative shall immediately resign and to consent to such reference and background checks or other investigations and provide such information as the Company Board may reasonably request to determine the Purchaser’s Designee’s eligibility and qualification to serve as a director Observer shall immediately cease attending any meetings of the Company Board. (b) From Board of Directors and after the Closing, the Company shall take such actions as are necessary to cause the Purchaser Designees to be nominated as members of the Company Board and shall, subject to applicable Law, include in any proxy statement prepared, used, delivered or publicly filed by the Company to solicit the vote of its stockholders in connection with any meeting of Company stockholders the recommendation of the Company Board that stockholders of the Company vote in favor of the Purchaser Designees and solicit votes in favor of the election of the Purchaser Designees to Company Board consistent with the Company’s efforts to solicit votes in favor of the election of the Company’s other nominees to the Company BoardExecutive Committee. (c) The In addition to any other indemnification and insurance rights the Purchaser Representative and the Observer may have, (i) each Purchaser Representative (A) shall have the same indemnification rights, as set forth in the Company's Restated Articles and Bylaws, as the other members of the Board of Directors of the Company, and the Purchaser and Company shall afford each Purchaser Designee shall Representative an opportunity to enter into a confidentiality an indemnification agreement substantially similar to the then effective indemnification agreement between the Company and non-disclosure agreement on reasonably acceptable terms the other members of the Board of Directors; and which shall provide that a Purchaser Designee (B) shall be permitted covered by director and officer liability insurance to disclose confidential or non-public information received by such Purchaser Designee in its capacity the same extent as a member other members of the Board of Directors of the Company, and (ii) to the maximum extent applicable, each Observer (A) shall have analogous rights to indemnification from the Company Board which are substantially similar in scope to representatives those of the Purchaser Representative and its Affiliates(B) shall be covered at the Company's expense by liability insurance comparable in scope to the insurance required to be obtained for Purchaser Representative to the extent such issuance is available on commercially reasonable terms at commercially reasonable cost.

Board Representation. (a) From and after the Closing, until such time as the Purchaser Parties collectively no longer Beneficially Own a number of shares of Purchased As-Converted Common Shares equal to (i) at least 5025% of the Purchased outstanding As-Converted Common Shares received by the Purchaser pursuant to this Agreement (adjusted for subdivisions, stock-splits, combinations, recapitalizations or similar events, and provided that any shares of Common Stock issued upon conversion of shares of Preferred Stock shall be treated as that number of shares of Preferred Stock with respect to which such shares of Common Stock was converted into), the Purchaser shall be entitled to designate two three (23) personsindividuals, who shall be Partners, Managing Directors, Advisors or Principals of the Purchaser, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇, LLC or their respective Affiliates (an “Affiliated Fund”), Fund to serve on the Company Board (the “Purchaser Designees” and each a “Purchaser Designee”) and ), (ii) at least 2515% (but less than 5025%) of the Purchased outstanding As-Converted Common Shares received by the Purchaser pursuant to this Agreement (adjusted for subdivisions, stock-splits, combinations, recapitalizations or similar events), and provided that any shares of Common Stock issued upon conversion of shares of Preferred Stock the Purchaser shall be treated as that number entitled to designate two (2) Purchaser Designees and (iii) at least 5% (but less than 15%) of shares of Preferred Stock with respect to which such shares of the outstanding As-Converted Common Stock was converted intoShares (adjusted for subdivisions, stock-splits, combinations, recapitalizations or similar events), the Purchaser shall be entitled to designate one (1) Purchaser Designee. At such time that the Purchaser is no longer entitled to designate one or both more of its Purchaser Designees pursuant to the previous sentence, the Purchaser shall promptly cause one or both such number of Purchaser Designees, as applicable, Designees which it no longer is entitled to designate to offer to resign from the Company Board. The Purchaser Designees shall initially be those persons named on Schedule 4.10 4.11 to this Agreement. A person that is a Purchaser Designee shall remain and be regarded as a Purchaser Designee for purposes of this Agreement for the remainder of such person’s term so long as he or she shall serve as a director on the Company Board or, if earlier, death or resignationpursuant to the terms of this Section 4.11(a). The Company’s obligations to have any Purchaser Designee appointed to the Company Board or nominate any Purchaser Designee for election as a director at any meeting of the Company’s stockholders shareholders pursuant to this Section 4.104.11, as applicable, shall in each case be subject to such Purchaser Designee’s satisfaction of all requirements regarding service as a director of the Company under applicable Law and stock exchange rules regarding service as a director of the Company. The Purchaser Parties will cause each Purchaser Designee to make himself or herself reasonably available for interviews and to consent to such reference and background checks or other investigations and provide such information as the Company Board may reasonably request to determine the Purchaser’s Purchaser Designee’s eligibility and qualification to serve as a director of the Company Board. (b) From and after the Closing, the Company shall take such actions as are necessary to cause the Purchaser Designees to be nominated as members of the Company Board and shall, subject to applicable LawLaw and the exercise of the fiduciary duties of the Company Board, include in any proxy statement prepared, used, delivered or publicly filed by the Company to solicit the vote of its stockholders shareholders in connection with any meeting of Company stockholders shareholders the recommendation of the Company Board that stockholders shareholders of the Company vote in favor of the Purchaser Designees and solicit votes in favor of the election of the Purchaser Designees to Company Board consistent with the Company’s efforts to solicit votes in favor of the election of the Company’s other nominees to the Company Board. (c) The Company, the Purchaser and each Purchaser Designee shall enter into a confidentiality and non-disclosure agreement on reasonably acceptable terms and terms, which shall (i) provide that a Purchaser Designee shall be permitted to disclose confidential or non-public information received by such Purchaser Designee in its capacity as a member of the Company Board to representatives of the Purchaser and its Affiliates and (ii) contain customary acknowledgements with respect to Purchaser’s and each Purchaser Designee’s potential receipt of material non-public information and awareness of applicable securities laws. (d) For so long as a CD&R Person or Purchaser Designee is serving on the Company Board, (i) the Company shall not implement or maintain any trading policy, equity ownership guidelines (including with respect to the use of Rule 10b5-1 plans and preclearance or notification to the Company of any trades in the Company’s securities) or similar guideline or policy with respect to the trading of securities of the Company that applies to any Purchaser Party (including a policy that limits, prohibits or restricts any Purchaser Party from entering into any hedging or derivative arrangements), in each case other than with respect to any CD&R Person or Purchaser Designee solely in his or her individual capacity, except as provided herein, (ii) any share ownership requirement for any Purchaser Designee serving on the Company Board will be deemed satisfied by the securities owned by any Purchaser Party and under no circumstances shall any of such policies, procedures, processes, codes, rules, standards and guidelines impose any restrictions on any Purchaser Party’s transfers of securities pursuant to the Registration Rights Agreement or otherwise, subject to compliance with applicable securities Laws, (iii) under no circumstances shall any policy, procedure, code, rule, standard or guideline applicable to the Company Board be violated by any Purchaser Designee receiving compensation from any Purchaser Party and (iv) no Purchaser Designee shall be excluded or required to recuse himself or herself from any meetings or materials of the Company Board as a result of or in connection with his or her affiliation with the CD&R Group or the CD&R Group’s ownership of any Preferred Shares or Common Shares except in connection with a transaction with, or dispute involving, the Purchaser or any other member of the CD&R Group, and, in each case of the foregoing clauses (i), (ii), (iii) and (iv), it is agreed that any such policies in effect from time to time that purport to impose terms inconsistent with this Section 4.11 shall not apply to the extent inconsistent with this Section 4.11 (but shall otherwise be applicable to the Purchaser Designee). (e) To the fullest extent permitted by the New York Business Corporation Law and subject to any express agreement that may from time to time be in effect, including the confidentiality provisions set forth in this Agreement, to the extent in compliance with applicable Law, the Company agrees that any Purchaser Designee, CD&R Person, CD&R Group and any CD&R Affiliate or any portfolio company thereof (collectively, “Covered Persons”) may, and none of the foregoing shall have any duty not to, (i) invest in, carry on and conduct, whether directly, or as a partner in any partnership, or as a joint venturer in any joint venture, or as an officer, director, shareholder, equityholder or investor in any person, or as a participant in any syndicate, pool, trust or association, any business of any kind, nature or description, whether or not such business is competitive with or in the same or similar lines of business as the Company or any of its Subsidiaries, (ii) do business with any client, customer, vendor or lessor of any of the Company or its Affiliates, and/or (iii) make investments in any kind of property in which the Company may make investments. To the fullest extent permitted by the New York Business Corporation Law, to the extent in compliance with applicable Law, the Company renounces any interest or expectancy to participate in any business or investments of any Covered Person as currently conducted or as may be conducted in the future, and waives any claim against a Covered Person. Except as set forth below, the Company agrees that in the event that a Covered Person acquires knowledge of a potential transaction or matter which may constitute a corporate opportunity for both (x) the Covered Person and (y) the Company or its Subsidiaries, the Covered Person shall not have any duty to offer or communicate information regarding such corporate opportunity to the Company or its Subsidiaries. To the fullest extent permitted by the New York Business Corporation Law, the Company hereby renounces any interest or expectancy in any potential transaction or matter of which the Covered Person acquires knowledge and waives any claim against each Covered Person that such Covered Person is liable to the Company or its shareholders for breach of any fiduciary duty solely by reason of the fact that such Covered Person (A) pursues or acquires any corporate opportunity for its own account or the account of any Affiliate or other person, (B) directs, recommends, sells, assigns or otherwise transfers such corporate opportunity to another person or (C) does not communicate information regarding such corporate opportunity to the Company, in each case, except for any corporate opportunity which is expressly offered to a Covered Person in his or her capacity as a member of the Company Board, it being understood that any such corporate opportunity shall belong to the Company. (f) Notwithstanding the foregoing, at any time, the Purchaser may, by written notice thereof, irrevocably relinquish the rights to designate Purchaser Designees and upon delivery of such notice, the Purchaser Parties shall cease to have any right to designate any Purchaser Designees.

Board Representation. (a) From and after The Board shall consist of up to nine members. The Purchaser shall be entitled to designate nominees for election or appointment to the Closing, until such time Board (the “Purchaser Representatives”) as follows: (i) so long as the Purchaser Parties collectively no longer Beneficially Own a holds at least 90,000 Convertible Preferred Shares (or the corresponding number of shares the Restricted Voting Shares issued upon conversion of Purchased Shares equal the Convertible Preferred Shares), it shall be entitled to designate three Purchaser Representatives; (iii) so long as the Purchaser holds at least 50% 45,000 Convertible Preferred Shares (or the corresponding number of the Purchased Restricted Voting Shares received by issued upon conversion of the Convertible Preferred Shares), it shall be entitled to designate two Purchaser Representatives; and (iii) so long as the Purchaser holds at least 22,500 Convertible Preferred Shares (or the corresponding number of the Restricted Voting Shares issued upon conversion of the Convertible Preferred Shares), it shall be entitled to designate one Purchaser Representative. The parties hereto acknowledge and agree that the Purchaser is entitled to appoint certain designees to the Company’s Board of Directors pursuant to the terms of the Special Voting Preferred Shares and that this provision is intended to be in furtherance of such rights. In no event will this Section 2.1 be construed to duplicate the rights granted to the Purchaser pursuant to the terms of the Special Voting Preferred Shares. The Purchaser shall not Transfer any of the Special Voting Preferred Shares. In the event that the Purchaser no longer holds any Special Voting Preferred Shares and is therefore not entitled to elect directors to the Company’s Board of Directors pursuant to the terms thereof; this Agreement (adjusted for subdivisions, stock-splits, combinations, recapitalizations or similar events, and provided that any shares of Common Stock issued upon conversion of shares of Preferred Stock Section 2.1 shall be treated as controlling. (b) The Company acknowledges that number of shares of Preferred Stock with respect to which such shares of Common Stock was converted into), the Purchaser shall be entitled to designate two (2) persons, who shall be Partners, Managing Directors, Advisors or Principals appoint three Purchaser Representatives to the Board pursuant to the terms governing the Special Voting Shares upon issuance of the Purchaser, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇, LLC or their respective Affiliates Special Voting Shares to the Purchaser by the Company. (an “Affiliated Fund”), c) The Purchaser acknowledges that it shall appoint the Purchaser Representative(s) to serve on the Board in accordance with the terms governing the Special Voting Preferred Shares directly following the issuance of the Special Voting Preferred Shares to the Purchaser by the Company Board (the “Purchaser Designees” and following each a “Purchaser Designee”) and (ii) at least 25% (but less than 50%) future meeting of the Purchased holders of the Restricted Voting Shares received where directors of the Company have been elected by holders of the Purchaser pursuant to this Agreement (adjusted for subdivisions, stock-splits, combinations, recapitalizations or similar events, and provided that any shares of Common Stock issued upon conversion of shares of Preferred Stock shall be treated as that number of shares of Preferred Stock with respect to which Restricted Voting Shares at such shares of Common Stock was converted into), meeting. Any appointees by the Purchaser shall be entitled subject to designate one (1) Purchaser Designee. At such time that the Purchaser is no longer entitled appointee being acceptable to designate one or both Purchaser Designees pursuant to the previous sentence, the Purchaser shall promptly cause one or both Purchaser Designees, as applicable, to offer to resign from the Company Board. The Purchaser Designees shall initially be those persons named on Schedule 4.10 to this Agreement. A person that is a Purchaser Designee shall remain and be regarded as a Purchaser Designee for purposes of this Agreement for the remainder of such person’s term on the Company Board or, if earlier, death or resignation. The Company’s obligations to have any Purchaser Designee appointed to the Company Board or nominate any Purchaser Designee for election as a director at any meeting of the Company’s stockholders pursuant to this Section 4.10corporate governance and nominating committee, as applicable, acting reasonably. (d) In the event that any Purchaser Representative shall in each case be subject to such Purchaser Designee’s satisfaction of all requirements regarding service as a director of the Company under applicable Law and stock exchange rules regarding service as a director of the Company. The Purchaser Parties will cause each Purchaser Designee to make himself or herself reasonably available for interviews and to consent to such reference and background checks or other investigations and provide such information as the Company Board may reasonably request to determine the Purchaser’s Designee’s eligibility and qualification cease to serve as a director of the Company Board. (b) From and after the ClosingCompany, whether due to such Purchaser Representative’s death, disability, resignation or removal, the Company shall take such actions as are necessary to cause the Board to appoint a replacement Purchaser Designees Representative designated by the Purchaser to be nominated fill the vacancy created by such death, disability, resignation or removal. (e) The Purchaser shall promptly notify the Company in writing if ceases to hold at least 90,000, 45,000 or 22,500, as members the case may be, Convertible Preferred Shares (or the corresponding number of the Restricted Voting Shares issued upon conversion of the Convertible Preferred Shares). In addition, the Purchaser shall deliver a certificate to the Company, from time-to-time as the Company shall reasonably request, certifying the number of securities of the Company Board and shall, subject to applicable Law, include in any proxy statement prepared, used, delivered or publicly filed beneficially owned by the Company to solicit Purchaser as at the vote date of its stockholders in connection with any meeting of Company stockholders the recommendation of the Company Board that stockholders of the Company vote in favor of the Purchaser Designees and solicit votes in favor of the election of the Purchaser Designees to Company Board consistent with the Company’s efforts to solicit votes in favor of the election of the Company’s other nominees to the Company Boardsuch certificate. (c) The Company, the Purchaser and each Purchaser Designee shall enter into a confidentiality and non-disclosure agreement on reasonably acceptable terms and which shall provide that a Purchaser Designee shall be permitted to disclose confidential or non-public information received by such Purchaser Designee in its capacity as a member of the Company Board to representatives of the Purchaser and its Affiliates.

Board Representation. (a) From and after Effective as of immediately following the Closing, until such time as the Purchaser Parties collectively no longer Beneficially Own a number of shares of Purchased Shares equal to (i) at least 50% closing of the Purchased Shares received Transaction, the Company will increase the size of the Board by the Purchaser pursuant to this Agreement (adjusted for subdivisions, stock-splits, combinations, recapitalizations or similar eventsone director, and provided that any shares of Common Stock issued upon conversion of shares of Preferred Stock shall be treated as that number of shares of Preferred Stock with respect to which such shares of Common Stock was converted into), the Purchaser shall be entitled to designate two (2) persons, who shall be Partners, Managing Directors, Advisors or Principals of the Purchaser, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇, LLC or their respective Affiliates (an “Affiliated Fund”), to serve on the Company Board (the “Purchaser Designees” and each a “Purchaser Designee”) and (ii) at least 25% (but less than 50%) of the Purchased Shares received by the Purchaser pursuant to this Agreement (adjusted for subdivisions, stock-splits, combinations, recapitalizations or similar events, and provided that any shares of Common Stock issued upon conversion of shares of Preferred Stock shall be treated as that number of shares of Preferred Stock with respect to which such shares of Common Stock was converted into), the Purchaser Investors shall be entitled to designate one individual to the Board for appointment to the Board to serve as a Class II director (1such designee, the “Investor Designee”). Upon such designation, the Nominating and Corporate Governance Committee (the “NCGC”) Purchaser shall recommend the appointment of the Investor Designee and the Board shall appoint the Investor Designee to fill the vacancy on the Board. Thereafter, neither the NCGC nor the Board shall withhold its recommendation for the re-election of the Investor Designee to the Board. Following the expiration of the Investor Designee. At such time ’s initial term, until the first day on which the Investors (together with their Affiliates) cease to Beneficially Own at least ten percent (10%) of the then issued and outstanding Common Stock, including the Conversion Shares and the Warrant Shares (the “Board Representation Rights Termination Event”), the Company will be required to (i) include the Investor Designee in the Company’s slate of director nominees and recommend to its stockholders that the Purchaser Company’s stockholders vote in favor of the electing the Investor Designee to the Board at the Company’s annual meeting, and (ii) use reasonable best efforts to have the Investor Designee elected as a director of the Company and the Company shall solicit proxies for each such person to the same extent as it does for any of its other nominees to the Board. In the event that a vacancy is no longer created at any time by the death, disability, retirement, resignation or removal of any director who is designated by the Investors in accordance with this Section 4.1(a), the Company agrees to take at any time and from time to time all actions necessary to cause the vacancy created thereby to be filled as promptly as practicable by a new designee of the Investors. (b) The Investor Designee shall not be entitled to designate one any cash or both Purchaser Designees pursuant to the previous sentence, the Purchaser shall promptly cause one or both Purchaser Designees, as applicable, to offer to resign equity compensation from the Company in connection with his or her service as a director of the Company; provided, that the Investor Designee shall be entitled to receive from the Company the same indemnification in connection with his or her role as a director as the other members of the Board, and the Investor Designee shall be entitled to reimbursement for reasonable out-of-pocket expenses incurred in connection with the performance of his or her services as a director of the Company to the same extent as the other members of the Board. The Purchaser Designees Company shall initially notify the Investor Designee of all regular and special meetings of the Board. The Company shall provide the Investor Designee with copies of all notices, minutes, consents and other materials provided to all other members of the Board concurrently as such materials are provided to the other members. (c) Following the Board Representation Rights Termination Event, the Investors will have no further rights under this Section 4.1 and, at the written request of the Board, the irrevocable resignation letter described in Section 4.1(f)(iv) shall become operative and the Investor Designee shall be those persons named on Schedule 4.10 deemed to have resigned from the Board. (d) The Investor Designee shall be subject to customary confidentiality and information use restrictions applicable to members of the Board. The Investor agrees that the Board may recuse the Investor Designee by majority vote of the members of the Board (but excluding such Investor Designee) from the portion of any Board meeting at which the Board is evaluating or taking action with respect to (i) the exercise of any of the Company’s rights or enforcement of any of the obligations under this Agreement, the Purchase Agreement, the Certificate of Designations, the Warrant Agreement or the Note, (ii) any transaction proposed by, or with, the Investors or their Affiliates or Representatives or (iii) any acquisition of, or equity or debt investment in, a third party by the Company, and any disposition or other transaction (excluding an acquisition) involving a counterparty affiliated with, or of which the Investors or any of their Affiliates otherwise have a material interest, as determined by the Board (but excluding such Investor Designee) in its reasonable judgment; provided, that the Investors will cause the Investor Designee to promptly disclose to the Board any actual or potential material conflict of interest, and the Board shall determine in its reasonable judgment whether to recuse the Investor Designee. A person that is a Purchaser The Board may withhold from the Investor Designee any material distributed to the directors to the extent directly relating to the subject of any such recusal. (e) The Investor Designee shall remain be permitted to disclose to the Investors and be regarded the Investors’ Affiliates and Representatives on a need to know basis the information disclosed to the Investor Designee as a Purchaser member of the Board; provided, that such ability to disclose information shall in all circumstances be subject to a restriction on sharing and using information subject to confidentiality by the Company with third parties if the Company has identified to the Investor Designee for purposes of this Agreement for or the remainder Board that such information is confidential and the disclosure thereof by the Investor Designee would cause a breach of such person’s term on confidentiality obligation and any such Representative shall, enter into a customary and reasonable mutually acceptable confidentiality agreement with the Company. Each Investor agrees to be liable to the Company Board or, if earlier, death for any breach of confidentiality or resignation. use of information by its Affiliates and Representatives. (f) The Company’s obligations to have any Purchaser Investor Designee appointed to the Company Board or nominate and recommend any Purchaser Investor Designee for election as a director at any meeting of the Company’s stockholders pursuant to this Section 4.10, as applicable4.1, shall in each case be subject to such Purchaser Investor Designee’s satisfaction of all requirements regarding service as a director of the Company under applicable Law law and stock exchange rules regarding service as a director of the Company and all other criteria and qualifications for service as a director applicable to all directors of the Company; provided, that in no event shall such Investor Designee’s relationship with the Investors or their Affiliates (or any other actual or potential lack of independence resulting therefrom) nor the ownership by the Investors of any shares of Preferred Stock or shares of Common Stock issuable upon conversion thereof, in and of itself, be considered to disqualify such Investor Designee from being a member of the Board pursuant to this Section 4.1. The Purchaser Parties Investors will cause each Purchaser any Investor Designee to make himself or herself reasonably available for interviews and to consent to such reference and background checks or other investigations and provide such information as the Company Board may reasonably request to determine the Purchaser’s such Investor Designee’s eligibility and qualification to serve as a director of the Company. No Investor Designee shall be eligible to serve as a director of the Company if he or she has been involved in any of the events enumerated under Item 2(d) of Schedule 13D under the Exchange Act or Item 401(f) of Regulation S-K under the Securities Act or is subject to any outstanding order, judgment, injunction, ruling, writ or decree of any Governmental Entity prohibiting service as a director of any public company. As a condition to the appointment of the Investor Designee or nomination for election as a director of the Company pursuant to this Section 4.1, the Investor Designee shall provide to the Company: (i) all information reasonably requested by the Company that is required to be or is customarily disclosed for directors, candidates for directors and their respective Affiliates and Representatives in a proxy statement or other filings in accordance with applicable law or any stock exchange rules or listing standards; (ii) all information reasonably requested by the Company in connection with assessing eligibility, independence and other criteria applicable to directors or satisfying compliance and legal or regulatory obligations; (iii) an undertaking in writing by the Investor Designee, to the extent the same is made by the other members of the Board: (1) to be subject to, bound by and duly comply with the code of conduct and other policies of the Company, in each case, to the extent applicable to all other non-executive directors of the Company; and (2) to provide such additional information reasonably necessary to comply with future legal or regulatory obligations of the Company; and (iv) an irrevocable advance resignation letter pursuant to which the Investor Designee shall resign from the Board as set forth in this Agreement. (bg) From and after the Closing, the Company shall take such actions as are necessary to cause the Purchaser Designees to be nominated as members of the Company Board and Investor agrees that it shall, subject to applicable Lawand it shall cause and direct its Controlled Affiliates to, include in any proxy statement preparedvote (including, usedif applicable, delivered by delivering one or publicly filed by more proxies or through the Company to solicit the vote execution of its stockholders in connection with any meeting of Company stockholders the recommendation of the Company Board that one or more written consents if stockholders of the Company are requested to vote through the execution of an action by written consent in lieu of any annual or special meeting of stockholders of the Company) any Voting Securities owned by them or over which they have voting control to be present for quorum purposes, in favor of the Purchaser Designees and solicit votes in favor of the election of the Purchaser Designees all those persons nominated to Company Board consistent with the Company’s efforts to solicit votes in favor of the election of the Company’s other nominees to the Company Board. (c) The Company, the Purchaser and each Purchaser Designee shall enter into a confidentiality and non-disclosure agreement on reasonably acceptable terms and which shall provide that a Purchaser Designee shall be permitted to disclose confidential or non-public information received by such Purchaser Designee in its capacity serve as a member directors of the Company Board to representatives by the NCGC of the Purchaser Board and its Affiliatesagainst any nominee not so nominated.

Board Representation. Until the date on which less than twenty five percent (a25%) of the number of Series B Preferred Stock remain outstanding or the Investors hold less than fifteen percent (15%) of the Company's then outstanding capital stock (not including any capital stock issuable upon exercise of outstanding options or warrants of the Company) (the "THRESHOLD DATE"), the Investors agree to vote or act with respect to their shares of Series B Preferred Stock so as to elect as a Series B Director an individual designated by JAFCO America Ventures, Inc. (or its affiliates) (the "JAFCO ENTITIES"), the designee of which shall be ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇. Until the Threshold Date, the Investors agree to vote or act with respect to their shares so as to elect as a Series B Director an individual designated by Doll Capital Management (the "DOLL CAPITAL ENTITIES"), the designee of which shall be ▇▇▇▇▇ ▇▇▇▇. From and after the ClosingThreshold Date, the Investors agree to vote or act with respect to their shares of Series B Preferred Stock so as to elect as a Series B Director, an individual designated by the JAFCO Entities. During the term of this Agreement, the Founders agree to vote or act with respect to their shares of Common Stock so as to elect the Company's then-current Chief Executive Officer as a Common Director; PROVIDED, HOWEVER, that until such time as a Chief Executive Officer is appointed, the Purchaser Parties collectively no longer Beneficially Own a number of shares of Purchased Shares equal Founders agree to (i) at least 50% of the Purchased Shares received by the Purchaser pursuant vote or act with respect to this Agreement (adjusted for subdivisions, stock-splits, combinations, recapitalizations or similar events, and provided that any their shares of Common Stock issued upon conversion so as to elect ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ as a Common Director. During the term of shares of Preferred Stock shall be treated as that number of shares of Preferred Stock this Agreement, the Founders agree to vote or act with respect to which such their shares of Common Stock was converted into)so as to elect a designee of the holders of a majority of the outstanding shares of Common Stock as a Common Director, the Purchaser designee of which shall be entitled ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇. Racotek, as the sole holder of Series A Preferred Stock, agrees to designate two (2) persons, who shall be Partners, Managing Directors, Advisors or Principals of the Purchaser, ▇elect ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & as the Series A Director. During the term of this Agreement, the parties to this Agreement agree to vote or act with respect to their shares so as to elect as the Independent Directors individuals with relevant experience in the Company's industry, which persons shall be unanimously designated by the Company's Board of Directors, one of which shall initially be ▇▇▇ ▇▇▇▇▇. However, if the JAFCO Entities, the Doll Capital Entities, the Founders or Racotek designate a person to serve as a director other than ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, LLC ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ or their respective Affiliates (an “Affiliated Fund”), to serve on the Company Board (the “Purchaser Designees” and each a “Purchaser Designee”) and (ii) at least 25% (but less than 50%) of the Purchased Shares received by the Purchaser pursuant to this Agreement (adjusted for subdivisions, stock-splits, combinations, recapitalizations or similar events, and provided that any shares of Common Stock issued upon conversion of shares of Preferred Stock shall be treated as that number of shares of Preferred Stock with respect to which such shares of Common Stock was converted into), the Purchaser shall be entitled to designate one (1) Purchaser Designee. At such time that the Purchaser is no longer entitled to designate one or both Purchaser Designees pursuant to the previous sentence, the Purchaser shall promptly cause one or both Purchaser Designees▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, as applicablethe case may be, to offer to resign from then the Company Board. The Purchaser Designees person so designated shall initially be those persons named on Schedule 4.10 to this Agreement. A person that is a Purchaser Designee shall remain and be regarded as a Purchaser Designee for purposes of this Agreement for the remainder of such person’s term on the Company Board or, if earlier, death or resignation. The Company’s obligations to have any Purchaser Designee appointed to the Company Board or nominate any Purchaser Designee for election as a director at any meeting of the Company’s stockholders pursuant to this Section 4.10, as applicable, shall in each case be subject to such Purchaser Designee’s satisfaction the reasonable approval of all requirements regarding service as a director majority of the directors of the Company under applicable Law and stock exchange rules regarding service as a then serving in such capacity, which directors shall not include the director of the Company. The Purchaser Parties will cause each Purchaser Designee to make himself or herself reasonably available for interviews and to consent to such reference and background checks or other investigations and provide such information as the Company Board may reasonably request to determine the Purchaser’s Designee’s eligibility and qualification to serve as a director directors of the Company Board. (b) From and after that is, or was, serving as the Closingprevious designee of the JAFCO Entities, the Company shall take such actions as are necessary to cause Doll Capital Entities, the Purchaser Designees to be nominated as members of the Company Board and shall, subject to applicable Law, include in any proxy statement prepared, used, delivered Founders or publicly filed by the Company to solicit the vote of its stockholders in connection with any meeting of Company stockholders the recommendation of the Company Board that stockholders of the Company vote in favor of the Purchaser Designees and solicit votes in favor of the election of the Purchaser Designees to Company Board consistent with Racotek on the Company’s efforts to solicit votes in favor 's Board of Directors, as the election of the Company’s other nominees to the Company Boardcase may be. (c) The Company, the Purchaser and each Purchaser Designee shall enter into a confidentiality and non-disclosure agreement on reasonably acceptable terms and which shall provide that a Purchaser Designee shall be permitted to disclose confidential or non-public information received by such Purchaser Designee in its capacity as a member of the Company Board to representatives of the Purchaser and its Affiliates.

Board Representation. (a) From and after the Closing, until such time as the Purchaser Parties collectively no longer Beneficially Own a number of shares of Purchased Shares equal to (i) at least 50% Within 10 days of the Purchased Shares received by the Purchaser pursuant to this Agreement (adjusted for subdivisions, stock-splits, combinations, recapitalizations or similar events, and provided that any shares of Common Stock issued upon conversion of shares of Preferred Stock shall be treated as that number of shares of Preferred Stock with respect to which such shares of Common Stock was converted into), the Purchaser shall be entitled to designate two (2) persons, who shall be Partners, Managing Directors, Advisors or Principals of the Purchaser, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇, LLC or their respective Affiliates (an “Affiliated Fund”), to serve on the Company Board (the “Purchaser Designees” and each a “Purchaser Designee”) and (ii) at least 25% (but less than 50%) of the Purchased Shares received by the Purchaser pursuant to this Agreement (adjusted for subdivisions, stock-splits, combinations, recapitalizations or similar events, and provided that any shares of Common Stock issued upon conversion of shares of Preferred Stock shall be treated as that number of shares of Preferred Stock with respect to which such shares of Common Stock was converted into), the Purchaser shall be entitled to designate one (1) Purchaser Designee. At such time that the Purchaser is no longer entitled to designate one or both Purchaser Designees pursuant to the previous sentence, the Purchaser shall promptly cause one or both Purchaser Designees, as applicable, to offer to resign from the Company Board. The Purchaser Designees shall initially be those persons named on Schedule 4.10 to this Agreement. A person that is a Purchaser Designee shall remain and be regarded as a Purchaser Designee for purposes of this Agreement for the remainder of such person’s term on the Company Board or, if earlier, death or resignation. The Company’s obligations to have any Purchaser Designee appointed to the Company Board or nominate any Purchaser Designee for election as a director at any meeting of the Company’s stockholders pursuant to this Section 4.10, as applicable, shall in each case be subject to such Purchaser Designee’s satisfaction of all requirements regarding service as a director of the Company under applicable Law and stock exchange rules regarding service as a director of the Company. The Purchaser Parties will cause each Purchaser Designee to make himself or herself reasonably available for interviews and to consent to such reference and background checks or other investigations and provide such information as the Company Board may reasonably request to determine the Purchaser’s Designee’s eligibility and qualification to serve as a director of the Company Board. (b) From and after the Closingdate hereof, the Company shall take such actions all necessary action to cause the Purchaser Designees (as are defined below) to be elected to the Board of Directors of the Company. In connection with the 1998 Annual Meeting of Shareholders, the Company shall take all necessary action to cause the Purchaser Designees to be nominated as members and shall use its best efforts to cause such Purchaser Designees to be elected to the Board of Directors of the Company Board and shallCompany. Thereafter, subject to applicable Law, include in any proxy statement prepared, used, delivered or publicly filed by the Company to solicit the vote of its stockholders in connection with any annual meeting of shareholders at which the term of a Purchaser Designee is to expire, the Company stockholders will take all necessary action to cause a Purchaser Designee to be nominated and use its best efforts to cause such Purchaser Designee to be elected to the recommendation Board of Directors of the Company Board that stockholders Company. In the event of any vacancy arising by reason of the resignation, death, removal, or inability to serve of any of the Purchaser Designees, Purchaser shall be entitled to designate a successor to fill such vacancy for the unexpired term. If any Purchaser Designee is not elected at an annual meeting of shareholders, Purchaser shall be entitled to designate an alternative Person and the Company vote in favor shall, within 10 days of such designation, take all necessary action to cause such alternative Person to be elected to the Board of Directors of the Company. "Purchaser Designees" shall mean those individuals designated from time to time by Purchaser to serve on the Company's Board of Directors. The number of Purchaser Designees shall be the smallest number possible such that the ratio of Purchaser Designees to total number of directors (after election of the Purchaser Designees) is at any time greater than or equal to the ratio of the number of Primary Shares held by Purchaser and its Affiliates to total number of shares of Common Stock outstanding (e.g. if there are 7 directors without the Purchaser Designees and solicit votes in favor of the election of the Purchaser Designees to Company Board consistent with the Company’s efforts to solicit votes in favor of the election of the Company’s other nominees to the Company Board. (c) The Company, the Purchaser and each Purchaser Designee shall enter into a confidentiality and non-disclosure agreement on reasonably acceptable terms and which shall provide that a Purchaser Designee shall be permitted to disclose confidential or non-public information received by such Purchaser Designee in its capacity as a member of the Company Board to representatives of the Purchaser and its AffiliatesAffiliates own 27% of the Common Stock outstanding, then the number of Purchaser Designees will be three, resulting in a total of 10 directors).

Board Representation. (a) From Each Stockholder agrees that so long as this Agreement remains in effect, such Stockholder shall vote all shares owned or controlled by such Stockholder, directly or indirectly, to elect and after the Closing, until such time as the Purchaser Parties collectively no longer Beneficially Own a number of shares of Purchased Shares equal to maintain in office: (i) at least 50% a Board of Directors of the Purchased Shares received Company consisting of eleven (11) members; (ii) one (1) director (the “TCV Designee”) elected by the Purchaser pursuant holders of the Series E Preferred, who shall be designated from time to this Agreement time in writing by TCV or its assigns; (adjusted for subdivisionsiii) one (1) director (the “NEA Designee”) elected by the holders of the Common Stock, stockSeries I Preferred, Series H Preferred, Series G Preferred, Series F Preferred, Series E Preferred and Series D1 Preferred, voting together as a single class and calculated on an as-splits, combinations, recapitalizations or similar events, and provided that any shares of converted to Common Stock issued upon conversion of shares of Preferred Stock basis, who shall be treated as that number of shares of Preferred Stock with respect designated from time to which such shares of Common Stock was converted into), the Purchaser shall be entitled to designate time in writing by NEA or its assigns; (iv) two (2) personsdirectors (the “Common Designees”) elected by the holders of the Common Stock, Series I Preferred, Series H Preferred, Series G Preferred, Series F Preferred, Series E Preferred and Series D1 Preferred, voting together as a single class and calculated on an as-converted to Common Stock basis, both of whom shall be designated by the Common Stockholders; provided, however, one of whom shall be the Company’s Chief Executive Officer as designated by the Board from time to time; (v) two (2) directors (the “Series H Designees”) elected by the holders of the Series H Preferred, who shall be Partners, Managing Directors, Advisors or Principals designated from time to time in writing by the holders of a majority of the Purchaseroutstanding shares of the Series H Preferred; (vi) three (3) independent directors (the “Designated Independent Nominees”) elected by the holders of the Common Stock, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇Series I Preferred, LLC Series H Preferred, Series G Preferred, Series F Preferred, Series E Preferred and Series D1 Preferred, voting together as a single class and calculated on an as-converted to Common Stock basis, one of whom shall be designated from time to time in writing by TCV, and the holders of the Common Stock, Series I Preferred, Series H Preferred, Series G Preferred, Series F Preferred, Series E Preferred and Series D1 Preferred shall vote all shares owned or their respective Affiliates controlled by such Stockholders in favor of such nominee (an the “Affiliated FundTCV Independent Nominee”), one of whom shall be designated from time to serve on time in writing by NEA, and the Company Board holders of the Common Stock, Series I Preferred, Series H Preferred, Series G Preferred, Series F Preferred, Series E Preferred and Series D1 Preferred shall vote all shares owned or controlled by such Stockholders in favor of such nominee (the “Purchaser Designees” and each a “Purchaser DesigneeNEA Independent Nominee”) and one of whom shall be designated from time to time in writing by the Common Designees, and the holders of the Common Stock, Series I Preferred, Series H Preferred, Series G Preferred, Series F Preferred, Series E Preferred and Series D1 Preferred shall vote all shares owned or controlled by such Stockholders in favor of such nominee (ii) at least 25% (but less than 50%the “Common Independent Nominee”); provided, that each Designated Independent Nominee shall be “independent” as such term is construed in Section 10A(m)(3)(B) of the Purchased Shares received by the Purchaser pursuant to this Agreement (adjusted for subdivisionsSecurities Exchange Act of 1934, stock-splits, combinations, recapitalizations or similar eventsas amended, and provided that any shares the rules and regulations promulgated thereunder, unless a majority of Common Stock issued upon conversion of shares of Preferred Stock shall be treated as that number of shares of Preferred Stock the Board votes to waive this provision with respect to which such shares any particular Designated Independent Nominee; and (vii) two (2) independent directors (each, a “Board Independent Nominee”) elected by the holders of the Common Stock, Series I Preferred, Series H Preferred, Series G Preferred, Series F Preferred, Series E Preferred and Series D1 Preferred, voting together as a single class and calculated on an as-converted to Common Stock was converted into)basis, the Purchaser each of whom shall be entitled designated from time to designate one (1time in writing by a majority of the other eight directors; provided, that each Board Independent Nominee shall be “independent” as such term is construed in Section 10A(m)(3)(B) Purchaser Designee. At such time that of the Purchaser is no longer entitled to designate one or both Purchaser Designees pursuant to the previous sentence, the Purchaser shall promptly cause one or both Purchaser DesigneesSecurities Exchange Act of 1934, as applicableamended, to offer to resign from and the Company Board. The Purchaser Designees shall initially be those persons named on Schedule 4.10 to this Agreement. A person that is a Purchaser Designee shall remain rules and be regarded as a Purchaser Designee for purposes of this Agreement for the remainder of such person’s term on the Company Board orregulations promulgated thereunder, if earlier, death or resignation. The Company’s obligations to have any Purchaser Designee appointed to the Company Board or nominate any Purchaser Designee for election as a director unless at any meeting least five (5) of the Company’s stockholders pursuant other directors vote to waive this Section 4.10, as applicable, shall in each case be subject provision with respect to such Purchaser Designee’s satisfaction of all requirements regarding service as a director of the Company under applicable Law and stock exchange rules regarding service as a director of the Company. The Purchaser Parties will cause each Purchaser Designee to make himself or herself reasonably available for interviews and to consent to such reference and background checks or other investigations and provide such information as the Company any particular Board may reasonably request to determine the Purchaser’s Designee’s eligibility and qualification to serve as a director of the Company BoardIndependent Nominee. (b) From and after the Closing, the Company shall take such actions as are necessary to cause the Purchaser Designees to be nominated as members of the Company Board and shall, subject to applicable Law, include in any proxy statement prepared, used, delivered or publicly filed by the Company to solicit the vote of its stockholders in connection with any meeting of Company stockholders the recommendation of the Company Board that stockholders of the Company vote in favor of the Purchaser Designees and solicit votes in favor of the election of the Purchaser Designees to Company Board consistent with the Company’s efforts to solicit votes in favor of the election of the Company’s other nominees to the Company Board. (c) The Company, the Purchaser and each Purchaser Designee shall enter into a confidentiality and non-disclosure agreement on reasonably acceptable terms and which shall provide that a Purchaser Designee shall be permitted to disclose confidential or non-public information received by such Purchaser Designee in its capacity as a member of the Company Board to representatives of the Purchaser and its Affiliates.

Board Representation. (a) From and after the Closing, until such time as the Purchaser Parties collectively no longer Beneficially Own a number of shares of Purchased Shares equal to (i) at least 50% ten percent (10%) of the Purchased Shares received by the Purchaser pursuant to this Agreement (adjusted for subdivisions, stock-splits, combinations, recapitalizations or similar events, and provided that any outstanding shares of Common Stock, determined on an As-Converted Common Stock issued upon conversion basis (provided, that, for purposes of shares of Preferred calculating the percentage As-Converted Common Stock ownership for this Section 4.8, any Exempted Securities shall be treated as that number of shares of Preferred Stock with respect to which such shares of Common Stock was converted intoexcluded and deemed not outstanding), the Purchaser shall be entitled to designate two (2) persons, who shall be Partners, Managing Directors, Advisors or Principals of the Purchaser, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇, LLC CD&R or their respective Affiliates (an “Affiliated Fund”)any CD&R Affiliate and reasonably acceptable to the Company at the time of such designation, to serve on the Company Board (such individuals who are so reasonably acceptable to the Company, the “Purchaser Designees” and each a “Purchaser Designee”) and (ii) at least 25% five percent (5%) (but less than 50%the 10% contemplated in the foregoing clause (i)) of the Purchased Shares received by the Purchaser pursuant to this Agreement (adjusted for subdivisions, stock-splits, combinations, recapitalizations or similar events, and provided that any outstanding shares of Common Stock, determined on an As-Converted Common Stock basis (provided, that, for purposes of calculating the percentage As-Converted Common Stock ownership for this Section 4.8, any shares issued upon conversion pursuant to clauses (1), (2) and (5) of shares the definition of Preferred Stock Exempted Security shall be treated as that number of shares of Preferred Stock with respect to which such shares of Common Stock was converted intoexcluded and deemed not outstanding), the Purchaser shall be entitled to designate one (1) Purchaser Designee. At such time that the Purchaser is no longer entitled to designate one or both Purchaser Designees pursuant to the previous sentence, the Purchaser shall promptly cause one or both Purchaser Designees, as applicable, to offer to resign from the Company Board. The Purchaser Designees shall initially be those persons named on Schedule 4.10 4.8(a)(ii) of this Agreement (the “Initial Purchaser Designees”), each of whom has been determined to this Agreementbe reasonably acceptable to the Company. A person that is a Purchaser Designee shall remain and be regarded as a Purchaser Designee for purposes of this Agreement for the remainder of such person’s term on the Company Board or, if earlier, death or resignation. The Company’s obligations to have any Purchaser Designee appointed to the Company Board or nominate any Purchaser Designee for election as a director at any meeting of the Company’s stockholders pursuant to this Section 4.104.8, as applicable, shall in each case be subject to such Purchaser Designee’s satisfaction of all requirements regarding service as a director of the Company under applicable Law and Law, stock exchange rules regarding service as a director of the Company, and the Company’s corporate governance or other guidelines and director onboarding and membership requirements, in each case, that are generally applicable to all directors. The Purchaser Parties will cause each Purchaser Designee to make himself or herself reasonably available for interviews and to consent to such reference and background checks or other investigations and provide such information as the Company Board may reasonably request to determine the Purchaser’s Designee’s eligibility and qualification to serve as a director of the Company BoardBoard and otherwise comply with the corporate governance or other guidelines and director onboarding and membership requirements of the Company that are generally applicable to all directors thereof. (b) From and after the Closing, subject to Section 4.7(a), the Company shall take such actions as are reasonably necessary to cause the Purchaser Designees to be nominated as members of the Company Board and shall, subject to applicable LawLaw and the exercise of the fiduciary duties of the Company Board, include in any proxy statement prepared, used, delivered or publicly filed by the Company to solicit the vote of its stockholders in connection with any meeting of Company stockholders the recommendation of the Company Board that stockholders of the Company vote in favor of the Purchaser Designees and solicit votes in favor of the election of the Purchaser Designees to Company Board consistent with the Company’s efforts to solicit votes in favor of the election of the Company’s other nominees to the Company Board. (c) The Company, the Purchaser and each Purchaser Designee shall enter into a confidentiality and non-disclosure agreement on reasonably acceptable terms and which shall provide that a Purchaser Designee shall be permitted to disclose confidential or non-public information received by such Purchaser Designee in its capacity as a member of the Company Board to representatives of the Purchaser Parties on the terms and subject to reasonable conditions and limitations set forth therein. (d) For so long as a CD&R Person or Purchaser Designee is serving on the Company Board, (i) the Company shall not implement or maintain any trading policy, equity ownership guidelines (including with respect to the use of Rule 10b5-1 plans and preclearance or notification to the Company of any trades in the Company’s securities) or similar guideline or policy with respect to the trading of securities of the Company that applies to any Purchaser Party (including a policy that limits, prohibits or restricts any Purchaser Party from entering into any hedging or derivative arrangements), in each case other than with respect to any CD&R Person or Purchaser Designee solely in his or her individual capacity, except as provided herein, (ii) any share ownership requirement for any Purchaser Designee serving on the Board of Directors will be deemed satisfied by the securities owned by any Purchaser Party and under no circumstances shall any of such policies, procedures, processes, codes, rules, standards and guidelines impose any restrictions on any Purchaser Party’s transfers of securities pursuant to the Registration Rights Agreement or otherwise, subject to compliance with applicable securities Laws, (iii) under no circumstances shall any policy, procedure, code, rule, standard or guideline applicable to the Company Board be violated by any Purchaser Designee receiving compensation from any Purchaser Party and (iv) no Purchaser Designee shall be excluded or required to recuse himself or herself from any meetings or materials of the Company Board as a result of or in connection with his or her affiliation with the CD&R Group or the CD&R Group’s ownership of any Preferred Stock or Common Stock except in connection with a transaction with, or dispute involving, the Purchaser or any other member of the CD&R Group, and, in each case of the foregoing clauses (i), (ii), (iii) and (iv), it is agreed that any such policies in effect from time to time that purport to impose terms inconsistent with this Section 4.8 shall not apply to the extent inconsistent with this Section 4.8 (but shall otherwise be applicable to the Purchaser Designee). (e) To the fullest extent permitted by the DGCL and subject to any express agreement that may from time to time be in effect, including the confidentiality provisions set forth in this Agreement, to the extent in compliance with applicable Law, the Company agrees that any Purchaser Designee, CD&R Person, CD&R Group and any CD&R Affiliate or any portfolio company thereof (collectively, “Covered Persons”) may, and none of the foregoing shall have any duty not to, (i) invest in, carry on and conduct, whether directly, or as a partner in any partnership, or as a joint venturer in any joint venture, or as an officer, director, stockholder, equityholder or investor in any person, or as a participant in any syndicate, pool, trust or association, any business of any kind, nature or description, whether or not such business is competitive with or in the same or similar lines of business as the Company or any of its Subsidiaries, (ii) do business with any client, customer, vendor or lessor of any of the Company or its Affiliates, and/or (iii) make investments in any kind of property in which the Company may make investments. To the fullest extent permitted by the DGCL, to the extent in compliance with applicable Law, the Company renounces any interest or expectancy to participate in any business or investments of any Covered Person as currently conducted or as may be conducted in the future, and waives any claim against a Covered Person. Except as set forth below, the Company agrees that in the event that a Covered Person acquires knowledge of a potential transaction or matter which may constitute a corporate opportunity for both (x) the Covered Person and (y) the Company or its Subsidiaries, the Covered Person shall not have any duty to offer or communicate information regarding such corporate opportunity to the Company or its Subsidiaries. To the fullest extent permitted by the DGCL, the Company hereby renounces any interest or expectancy in any potential transaction or matter of which the Covered Person acquires knowledge and waives any claim against each Covered Person that such Covered Person is liable to the Company or its stockholders for breach of any fiduciary duty solely by reason of the fact that such Covered Person (A) pursues or acquires any corporate opportunity for its own account or the account of any Affiliate or other person, (B) directs, recommends, sells, assigns or otherwise transfers such corporate opportunity to another person or (C) does not communicate information regarding such corporate opportunity to the Company, in each case, except for any corporate opportunity which is expressly offered to a Covered Person in his or her capacity as a member of the Company Board, it being understood that any such corporate opportunity shall belong to the Company (f) Purchaser and the Company agree that, effective as of the Closing, the provisions set forth in this Section 4.8 and any related definitions will be replicated and set forth in the Certificate of Designations.

Board Representation. (a) From Notwithstanding the provisions of the Advance Notice Policy, from and after the Closing, until such time Closing Date and for as long as the Purchaser Parties collectively no longer Beneficially Own a number of shares of Purchased Shares equal to Investor’s Percentage has not fallen below 5% (calculated in accordance with Section 4.10): (i) at least 50% the Company shall take all steps necessary to appoint the Investor’s Nominee to the Board as of the Purchased Shares received by Closing Time to hold office for a term expiring not earlier than the Purchaser pursuant to this Agreement (adjusted for subdivisions, stock-splits, combinations, recapitalizations or similar events, and provided that any shares Company’s next meeting of Common Stock issued upon conversion of shares of Preferred Stock shall be treated as that number of shares of Preferred Stock with respect to Shareholders at which such shares of Common Stock was converted into), the Purchaser shall be entitled to designate two (2) persons, who shall be Partners, Managing Directors, Advisors or Principals directors of the Purchaser, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇, LLC or their respective Affiliates (an “Affiliated Fund”), Company are to serve on the Company Board (the “Purchaser Designees” and each a “Purchaser Designee”) and be elected; (ii) at least 25% (but less than 50%) of the Purchased Shares received by the Purchaser pursuant to this Agreement (adjusted for subdivisions, stock-splits, combinations, recapitalizations or similar events, and provided that any shares of Common Stock issued upon conversion of shares of Preferred Stock shall be treated as that number of shares of Preferred Stock with respect to which such shares of Common Stock was converted into), the Purchaser Investor shall be entitled to designate one individual (1the “Investor’s Nominee”) Purchaser Designee. At to be nominated and, if elected, to serve as a member of the Board for a term expiring not earlier than the Company’s next meeting of Shareholders at which directors of the Company are to be elected, provided that such time Investor’s Nominee consents in writing to serve as a director and is eligible under the Act to serve as a director; (iii) at the first annual or other meeting of Shareholders that would result in the Purchaser is no longer entitled end of the term of the Investor’s Nominee, at which directors of the Company are to designate one or both Purchaser Designees pursuant be elected, and at each meeting of Shareholders thereafter at which directors are to be elected, the Company shall nominate to the previous sentenceBoard for election the Investor’s Nominee, the Purchaser shall promptly cause one or both Purchaser Designees, as applicable, to offer to resign from along with any other nominees proposed by the Company Board. The Purchaser Designees shall initially be those persons named on Schedule 4.10 to this Agreement. A person that is a Purchaser Designee shall remain and be regarded as a Purchaser Designee for purposes of this Agreement for the remainder of such person’s term on the Company Board or, if earlier, death or resignation. The Company’s obligations to have any Purchaser Designee appointed to the Company Board or nominate any Purchaser Designee Shareholders for election as a director directors; (iv) the Company shall recommend to Shareholders entitled to vote on the election of directors at any meeting of Shareholders that such Shareholders vote in favour of or consent to the Company’s stockholders pursuant to this Section 4.10election (or against the removal, as applicable, shall in each the case be subject to such Purchaser Designee’s satisfaction of all requirements regarding service as a director may be) of the Company under applicable Law and stock exchange rules regarding service Investor’s Nominee as a director of the Company. The Purchaser Parties will cause each Purchaser Designee to make himself or herself reasonably available for interviews and to consent to such reference and background checks or other investigations and provide such information as ; (v) the Company shall (i) solicit proxies in favour of the election of the Investor’s Nominee in the event the Company intends to solicit any such proxies in connection with a meeting of Shareholders, and (ii) cause all properly completed proxies received by the Company in respect of the election or removal of directors at the relevant time to be voted in the manner specified in such proxies; (vi) the Company shall notify the Investor in writing promptly upon determining the date of any meeting of the Shareholders at which directors of the Company are to be elected and the Investor shall advise the Company and the Board may reasonably request of the name of the Investor’s Nominee within 30 days after receiving such notice; (vii) if the Investor does not advise the Company and the Board of the Investor’s Nominee within the time set forth in Section 4.7(a)(vi), then the Investor will be deemed to determine have designated its incumbent nominee for nomination for election at the Purchaserrelevant meeting of the Shareholders; (viii) if the Investor’s Designee’s eligibility and qualification Nominee ceases to serve hold office as (or otherwise does not become) a director of the Company for any reason, the Investor shall be entitled to nominate or appoint (as applicable) an individual to replace him or her and the Company shall promptly take all steps necessary to promptly appoint such individual to the Board to replace the Investor’s Nominee who has ceased to or does not otherwise hold office; (ix) the Investor will give due consideration to the view of the independent members of the Board as to whether such person is an appropriate addition to the Board based on serious and objectively reasonable concerns. The Company may veto the Investor’s Nominee if such Investor’s Nominee has previously been removed by a resolution of the Shareholders, provided that the Investor shall be entitled to nominate further persons to the Board in replacement of any such vetoed person; (x) the Investor acknowledges that any appointment to the Company’s Board must be ratified annually by a Shareholder vote at the Company’s annual general or special meetings of Shareholders; (xi) upon election to the Board, the Company acknowledges that the Investor’s Nominee shall: (A) be eligible to serve on any committee of the Board in the same manner as all other directors of the Company, provided that such Investor’s Nominee satisfies the eligibility criteria for such committee and the Board has approved, and has received regulatory approval (if required by Applicable Law) of, the Investor’s Nominee serving as a member of such committee; (B) at all times retain full discretion to independently vote his or her Common Shares; (C) be entitled to all the rights and privileges of the other members of the Board and committee members, including, without limitation, access to the Company’s outside advisors; and (D) be entitled to be indemnified by the Company on the same terms (including run-off) as other members of the Board and be included in the Company’s D&O insurance policy on the same terms as other members of the Board. (bxii) From and after upon election of the ClosingInvestor’s Nominee to the Board, the Company shall take such actions as are necessary to cause shall: (A) enter into an indemnification agreement with the Purchaser Designees to be nominated as members of the Company Board and shall, subject to applicable Law, include in any proxy statement prepared, used, delivered or publicly filed by the Company to solicit the vote of its stockholders in connection with any meeting of Company stockholders the recommendation of the Company Board that stockholders of the Company vote in favor of the Purchaser Designees and solicit votes in favor of the election of the Purchaser Designees to Company Board Investor’s Nominee consistent with the Company’s efforts to solicit votes in favor practices; and (B) acquire for any Investor’s Nominee liability insurance on the same terms as the other members of the election of the Company’s other nominees to the Company Board. (c) The Company, the Purchaser and each Purchaser Designee shall enter into a confidentiality and non-disclosure agreement on reasonably acceptable terms and which shall provide that a Purchaser Designee shall be permitted to disclose confidential or non-public information received by such Purchaser Designee in its capacity as a member of the Company Board to representatives of the Purchaser and its Affiliates.

Board Representation. At each annual meeting of the stockholders of the Company, or at any meeting of the stockholders of the Company at which members of the Board of Directors of the Company (the “Board of Directors”) are to be elected, or whenever members of the Board of Directors are to be elected by written consent, the Stockholders shall vote or act with respect to their shares so as to elect: (a) From and after the ClosingCompany’s Chief Executive Officer, until such time as the Purchaser Parties collectively no longer Beneficially Own a number of shares of Purchased Shares equal to (i) at least 50% of the Purchased Shares received by the Purchaser pursuant to this Agreement (adjusted for subdivisions, stock-splits, combinations, recapitalizations or similar events, and provided that any shares of Common Stock issued upon conversion of shares of Preferred Stock shall be treated as that number of shares of Preferred Stock with respect to which such shares of Common Stock was converted into), the Purchaser shall be entitled to designate two (2) persons, who shall be Partners, Managing Directors, Advisors or Principals of the Purchaser, ▇▇▇initially ▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇, LLC or their respective Affiliates (an “Affiliated Fund”), to serve on the Company Board (the “Purchaser Designees” and each as a “Purchaser Designee”) and (ii) at least 25% (but less than 50%) of the Purchased Shares received director elected by the Purchaser pursuant to this Agreement (adjusted for subdivisions, stock-splits, combinations, recapitalizations or similar events, and provided that any shares of Common Stock issued upon conversion of shares holders of Preferred Stock shall be treated as that number of shares of Preferred Stock with respect to which such shares of and Common Stock was converted into)Stock, the Purchaser shall be entitled to designate one (1) Purchaser Designee. At such time that the Purchaser is no longer entitled to designate one or both Purchaser Designees pursuant to the previous sentence, the Purchaser shall promptly cause one or both Purchaser Designees, as applicable, to offer to resign from the Company Board. The Purchaser Designees shall initially be those persons named on Schedule 4.10 to this Agreement. A person that is a Purchaser Designee shall remain and be regarded voting together as a Purchaser Designee single class on an as-converted basis; provided that if for purposes of this Agreement for the remainder of such person’s term on the Company Board or, if earlier, death some reason he or resignation. The Company’s obligations she shall cease to have any Purchaser Designee appointed to the Company Board or nominate any Purchaser Designee for election serve as a director at any meeting of the Company’s stockholders pursuant to this Section 4.10Chief Executive Officer, as applicable, shall in each case be subject to such Purchaser Designee’s satisfaction of all requirements regarding service as a director of the Company under applicable Law and stock exchange rules regarding service as a director Stockholders shall promptly vote their respective shares (i) to remove the former Chief Executive Officer from the Board of the Company. The Purchaser Parties will cause each Purchaser Designee to make himself or herself reasonably available for interviews and to consent to Directors if such reference and background checks or other investigations and provide such information as the Company Board may reasonably request to determine the Purchaser’s Designee’s eligibility and qualification to serve as a director of the Company Board. (b) From and after the Closing, the Company shall take such actions as are necessary to cause the Purchaser Designees to be nominated as members of the Company Board and shall, subject to applicable Law, include in any proxy statement prepared, used, delivered or publicly filed by the Company to solicit the vote of its stockholders in connection with any meeting of Company stockholders the recommendation of the Company Board that stockholders of the Company vote in favor of the Purchaser Designees and solicit votes in favor of the election of the Purchaser Designees to Company Board consistent with the Company’s efforts to solicit votes in favor of the election of the Company’s other nominees to the Company Board. (c) The Company, the Purchaser and each Purchaser Designee shall enter into a confidentiality and non-disclosure agreement on reasonably acceptable terms and which shall provide that a Purchaser Designee shall be permitted to disclose confidential or non-public information received by such Purchaser Designee in its capacity person has not resigned as a member of the Board of Directors and (ii) to elect such person’s replacement as the Company’s Chief Executive Officer as a director; (b) one (1) director to be designated by ▇▇▇▇▇▇ Investment Company Board to representatives LLC as one of the Purchaser directors elected by the holders of Preferred Stock and its AffiliatesCommon Stock, voting together as a single class on an as-converted basis, provided, however, if ▇▇▇▇▇▇ Investment Company LLC no longer holds at least 500,000 shares of the Company’s capital stock at any time, this right to designate a director shall terminate; and (c) one (1) director to be designated by RTW Master Fund, LTD and RTW Innovation Master Fund, LTD (together,“RTW”) as the director elected by RTW (the “RTW Director”); provided, however, that RTW’s right to designate the RTW Director under this Section 1.1(c) shall be subject to and contingent upon the completion of the Second Tranche Investment (as defined in the Purchase Agreement), and RTW shall have no right to designate the RTW Director unless and until such time that RTW purchases the Second Tranche Investment Amount (as defined in the Purchase Agreement) from the Company in the Second Tranche Closing; provided further, however, if RTW no longer holds at least 60% of the Preferred Stock purchased by RTW under the Purchase Agreement at any time after the Second Tranche Closing (as defined in the Purchase Agreement), this right to designate a director shall terminate immediately with no further action required by the Company or RTW.

Board Representation. Subject to the terms and conditions of this Agreement, from the date of this Agreement, the Company and each Voting Party shall take all Necessary Action (a) From and after including by including in the Closing, until such time slate of nominees recommended by the Board for election as the Purchaser Parties collectively no longer Beneficially Own a number of shares of Purchased Shares equal to (i) directors at least 50% each applicable annual or special meeting of the Purchased Shares received by stockholders of the Purchaser pursuant Company, including at every adjournment or postponement thereof) to this Agreement cause, effective immediately following the Effective Time, the Board to be comprised of 8 directors: i. 1 of whom shall be the then-serving Chief Executive Officer of the Company (adjusted for subdivisionsthe “CEO Designee”), stock-splitsas set forth on Exhibit A hereto, combinations, recapitalizations or similar events, and provided that any shares the CEO Designee shall serve as a Class I Director (as defined in the Charter). ii. 2 of Common Stock issued upon conversion of shares of Preferred Stock whom (the “ASL Designees” and each an “ASL Designee”) have been initially designated as set forth on Exhibit A hereto and shall thereafter be treated as that number of shares of Preferred Stock with respect to which such shares of Common Stock was converted into)designated by ASL; provided that, the Purchaser shall ASL will be entitled to designate two (2) personsthe number of ASL Designees set forth below for so long as ASL Beneficially Owns the corresponding percentage of Voting Shares set forth below, who such percentage to be calculated based on the number of Voting Shares then Beneficially Owned by ASL as a percentage of the number of all then outstanding Voting Shares. One ASL Designee shall be Partners, Managing Directors, Advisors designated as a Class II director and one ASL Designee shall be designated as a Class III director (each as defined in the Charter): Percentage Number of ASL Designees 10% or Principals greater 2 5% or greater 1 Less than 5% 0 iii. 2 of the Purchaser, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇, LLC or their respective Affiliates (an “Affiliated Fund”), to serve on the Company Board whom (the “Purchaser Sponsor Designees” and each a “Purchaser Sponsor Designee”) have been initially designated as set forth on Exhibit A hereto and (ii) at least 25% (but less than 50%) of the Purchased Shares received shall thereafter be designated by the Purchaser pursuant to this Agreement (adjusted for subdivisionsSponsor; provided that, stock-splits, combinations, recapitalizations or similar events, and provided that any shares of Common Stock issued upon conversion of shares of Preferred Stock shall be treated as that number of shares of Preferred Stock with respect to which such shares of Common Stock was converted into), the Purchaser shall Sponsor will be entitled to designate the number of Sponsor Designees set forth below for so long as Sponsor Beneficially Owns the corresponding percentage of Voting Shares set forth below, such percentage to be calculated based on the number of Voting Shares then Beneficially Owned by Sponsor as a percentage of the number of all then outstanding Voting Shares. All Sponsor Designees must be Independent Directors, and if either Sponsor Designee is determined by the Company, on the advice of counsel, to no longer be Independent Directors, then the Company and all Voting Parties shall take all Necessary Action to cause the removal of such Sponsor Designee, the Sponsor shall designate replacement nominees who qualify as Independent Directors and the Company and the Voting Parties shall take all Necessary Action to elect such individual in lieu of such Sponsor Designee. One Sponsor Designee shall be designated a Class II director and one Sponsor Designee shall be designated as a Class III director (each as defined in the Charter): Percentage Number of Sponsor Designees 10% or greater 2 5% or greater 1 Less than 5% 0 ; and iv. 3 of whom (the “Unaffiliated Designee”, together with the CEO Designee, ASL Designees and the Sponsor Designees, the “Designees”) have been initially designated as set forth on Exhibit A hereto and shall thereafter be designated as follows: (1) Purchaser Designee. At such time that for so long as the Purchaser is no longer ASL and the Sponsor are each entitled to designate at least one or both Purchaser Designees director to the Board pursuant to Section 3(a)(i) and Section 3(a)(ii), by mutual agreement of ASL and Sponsor, and (2) thereafter, by the previous sentence, the Purchaser shall promptly cause one or both Purchaser Designees, as applicable, to offer to resign from the Company Board. The Purchaser Designees shall initially be those persons named on Schedule 4.10 to this Agreement. A person that is a Purchaser Designee shall remain and be regarded as a Purchaser Designee for purposes of this Agreement for the remainder of such person’s term on the Company remaining Board or, if earlier, death or resignation. The Company’s obligations to have any Purchaser Designee appointed to the Company Board or nominate any Purchaser Designee for election as a director at any meeting of the Company’s stockholders pursuant to this Section 4.10, as applicable, shall in each case be subject to such Purchaser Designee’s satisfaction of all requirements regarding service as a director of the Company under applicable Law and stock exchange rules regarding service as a director of the Company. The Purchaser Parties will cause each Purchaser Designee to make himself or herself reasonably available for interviews and to consent to such reference and background checks or other investigations and provide such information as the Company Board may reasonably request to determine the Purchaser’s Designee’s eligibility and qualification to serve as a director of the Company Board. (b) From and after the Closing, the Company shall take such actions as are necessary to cause the Purchaser Designees to be nominated as members of the Company Board and shall, subject to applicable Law, include in any proxy statement prepared, used, delivered or publicly filed accordance with the nomination procedures established by the Company Board. All Unaffiliated Designees must be both Independent Directors and also be qualified to solicit serve on the vote audit committee under the Nasdaq Corporate Governance Requirement, and if any Unaffiliated Designee is determined by the Company, on the advice of its stockholders in connection with any meeting of Company stockholders the recommendation of counsel, to no longer satisfy such requirements, then the Company Board that stockholders and all Voting Parties shall take all Necessary Action to cause the removal of such Unaffiliated Designee, replacement Unaffiliated Designees shall be selected by the process described above, and the Company vote and the Voting Parties shall take all Necessary Action to elect such individual in favor lieu of the Purchaser Designees and solicit votes in favor of the election of the Purchaser Designees to Company Board consistent with the Company’s efforts to solicit votes in favor of the election of the Company’s other nominees to the Company Board. (c) The Company, the Purchaser and each Purchaser such Unaffiliated Designee. Two Unaffiliated Designee shall enter into a confidentiality serve as Class I directors (as defined in the Charter) and non-disclosure agreement on reasonably acceptable terms and which shall provide that a Purchaser one Unaffiliated Designee shall be permitted to disclose confidential or non-public information received by such Purchaser Designee in its capacity serve as a member of the Company Board to representatives of the Purchaser and its AffiliatesClass II director.

Board Representation. (a) From and the date of this Agreement, the Company and, after the ClosingEffective Time, the Surviving Corporation, shall take all Necessary Actions such that: (i) Immediately following the Effective Time, a nominee selected by Sponsor, subject to the Company’s reasonable approval (the “Sponsor Director”), shall serve as a director of the Surviving Corporation for a term expiring at the second annual meeting of stockholders of the Company following the Effective Time (the “Sponsor Director Term”); (ii) Should the Sponsor Director resign from the Board, become unable to serve on the Board due to death, disability or other reasons or otherwise cease to serve on the Board for any reason (including failure to be elected by the shareholders of the Company) prior to the expiration of the Sponsor Director Term, the Sponsor will have the right to designate a replacement director who shall serve as a director of the Company for the remainder of the Sponsor Director Term, subject to the Company’s reasonable approval; and (i) From the Effective Time until such time as the Purchaser Parties collectively no longer Beneficially Own a number of shares of Purchased Shares equal to (i) at least 50Lock-up Period has ended and 100% of the Purchased Sponsor Shares received by have vested (such period, the Purchaser pursuant to this Agreement (adjusted for subdivisions, stock-splits, combinations, recapitalizations or similar events, and provided that any shares of Common Stock issued upon conversion of shares of Preferred Stock shall be treated as that number of shares of Preferred Stock with respect to which such shares of Common Stock was converted into“Board Observer Term”), Sponsor shall have the Purchaser shall be entitled right to designate two a non-voting observer (2) personsin such capacity, the “Board Observer”), who shall initially be Partners, Managing Directors, Advisors or Principals of the Purchaser, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & (“▇▇. ▇▇▇▇, LLC or their respective Affiliates (an “Affiliated Fund▇▇▇▇”), to serve on the Company Board (the “Purchaser Designees” and each a “Purchaser Designee”) and (ii) at least 25% (but less than 50%) of the Purchased Shares received by the Purchaser pursuant to this Agreement (adjusted for subdivisions, stock-splits, combinations, recapitalizations or similar events, and provided that any shares of Common Stock issued upon conversion of shares of Preferred Stock shall be treated as that number of shares of Preferred Stock with respect to which such shares of Common Stock was converted into), the Purchaser who shall be entitled to attend each regularly scheduled, special and other meeting (including telephonic meetings) of the Board and any committees thereof, and shall be given copies of all notices, reports, minutes, consents and other documents and materials at the time and in the manner as are provided to the Board or the applicable committee thereof, but shall not have any fiduciary duties to the Company or its stockholders as a result of his capacity or service as an observer as contemplated hereby; provided, that should ▇▇. ▇▇▇▇▇▇▇▇ become unable to serve as the Board Observer due to death, disability or other reasons or otherwise cease to serve as the Board Observer for any reason prior to the expiration of the Board Observer Term, the Sponsor will have the right to designate one a Person, subject to the Company’s reasonable approval, who shall serve as the Board Observer until the end of the Board Observer Term; provided, further, that the Board Observer shall enter into a mutually acceptable, customary confidentiality agreement in form and substance reasonably satisfactory to the Company, and shall also agree to hold any information received as a Board Observer subject to the fiduciary duties that such Board Observer would have to the Company and its stockholders were such Board Observer a director of the Company; provided, further, that the Board Observer may be excluded from access to any portion of any meeting of the Board or any committee thereof or any portion of meeting materials relating thereto as determined in the Board’s discretion (including if the Board determines that (A) such exclusion is reasonably necessary to (1) Purchaser Designee. At such time preserve attorney-client, work product or similar privilege, (2) comply with applicable law, or (3) protect highly confidential information of the Company or confidential information of third parties that the Purchaser Company is no longer entitled required to designate one hold in confidence or both Purchaser Designees pursuant (B) such access could reasonably be expected to result in an actual or potential conflict of interest with the previous sentenceCompany provided, however, that such exclusion shall not extend to any portion of the meeting or meeting materials that does not involve or pertain to such exclusion). For the avoidance of doubt, the Purchaser Board Observer shall promptly cause one or both Purchaser Designeesnot be a member of the Board, as applicable, and accordingly shall not be permitted to offer to resign from the Company Board. The Purchaser Designees shall initially be those persons named on Schedule 4.10 to this Agreement. A person that is a Purchaser Designee shall remain and be regarded as a Purchaser Designee for purposes of this Agreement for the remainder of such person’s term on the Company Board or, if earlier, death or resignation. The Company’s obligations to have any Purchaser Designee appointed to the Company Board or nominate any Purchaser Designee for election as a director vote at any meeting of the Company’s stockholders pursuant Board or be counted for purposes of determining whether there is a sufficient quorum for the Board to this Section 4.10, as applicable, shall in each case be subject to such Purchaser Designee’s satisfaction of all requirements regarding service as a director of the Company under applicable Law and stock exchange rules regarding service as a director of the Company. The Purchaser Parties will cause each Purchaser Designee to make himself or herself reasonably available for interviews and to consent to such reference and background checks or other investigations and provide such information as the Company Board may reasonably request to determine the Purchaser’s Designee’s eligibility and qualification to serve as a director of the Company Boardconduct its business. (b) From and after Notwithstanding anything to the Closingcontrary herein, any Person serving as the Company Board Observer designated pursuant to this Section 6 may be removed from their position for Cause; provided that Sponsor shall take such actions as are necessary have the right to cause the Purchaser Designees designate another Person reasonably acceptable to be nominated as members of the Company Board and shall, subject to applicable Law, include in any proxy statement prepared, used, delivered or publicly filed by the Company to solicit serve as the vote of its stockholders in connection with any meeting of Company stockholders Board Observer until the recommendation end of the Company Board that stockholders of the Company vote in favor of the Purchaser Designees and solicit votes in favor of the election of the Purchaser Designees to Company Board consistent with the Company’s efforts to solicit votes in favor of the election of the Company’s other nominees to the Company BoardObserver Term. (c) The Company agrees that any director serving on the Board pursuant to this Section 6 shall be entitled to the same rights and privileges applicable to all other members of the Board generally or to which all such members of the Board are entitled. In furtherance of the foregoing, the Company shall indemnify, exculpate, and reimburse fees and expenses of such director and provide such director with directors’ and officers’ liability insurance to the same extent it indemnifies, exculpates, reimburses and provides insurance for the other members of the Board pursuant to the Charter, the Bylaws or other organizational documents of the Company, any indemnification agreement with such director, applicable Law or otherwise. (d) The Company shall reimburse the Purchaser Board Observer for all reasonable and each Purchaser Designee documented out-of-pocket expenses incurred by the Board Observer in connection with the Board Observer’s attendance at meetings of the Board and any committees thereof. The Company shall enter into a confidentiality use commercially reasonable efforts to provide the Board Observer with directors’ and non-disclosure agreement on reasonably acceptable terms and which shall provide that a Purchaser Designee shall be permitted officers’ liability insurance to disclose confidential or non-public information received by such Purchaser Designee in its capacity as a member the same extent it provides insurance for the directors of the Company and enter into an indemnification agreement with the Board Observer in a form mutually acceptable to representatives of the Purchaser Company and its Affiliatesthe Board Observer.

Board Representation. (a) From and after On or prior to the ClosingClosing Date, until such time as the Purchaser Parties collectively no longer Beneficially Own a number Board of shares of Purchased Shares equal to (i) at least 50% Directors of the Purchased Shares received Company shall be expanded by the Purchaser pursuant to this Agreement (adjusted for subdivisions, stock-splits, combinations, recapitalizations or similar eventstwo positions, and provided that any shares of Common Stock issued upon conversion of shares of Preferred Stock shall be treated as that number of shares of Preferred Stock with respect to which such shares of Common Stock was converted into), the Purchaser shall be entitled to designate two (2) persons, who shall be Partners, Managing Directors, Advisors or Principals of the Purchaser, ▇▇▇▇▇▇▇ ▇▇. ▇▇▇▇▇▇ & and ▇▇▇▇ ▇. ▇▇▇▇▇ shall be appointed to fill the vacancies created by such expansion with ▇▇. ▇▇▇▇▇ designated as a Class I director and ▇▇. ▇▇▇▇▇▇ designated as a Class III director. Thereafter, LLC or their respective Affiliates (for so long as Purchasers and the Permitted Transferees own, in the aggregate, at least the Required Interest, Purchasers shall be entitled to designate an “Affiliated Fund”), to serve aggregate of two directors on the Company management slate of nominees to the Company's Board of Directors (the “"Purchaser Designees” ") (with MSP having the right to designate one director and each MSREF III having the right to designate one director) except the foregoing number of directors shall be reduced to the extent one or more Purchaser Designees have been elected to and are serving on the Board of Directors and are in a “Purchaser Designee”) class of directors not currently standing for re- election. In the event that the aggregate interest owned by Purchasers and (ii) at least 25% (but the Permitted Transferees shall be less than 50%) the Required Interest but equal to or greater than the Minimum Interest and Purchasers currently have two Purchaser Designees serving on the Board of Directors, then Purchasers shall cause one of the Purchased Shares received by two Purchaser Designees to resign within 10 Business Days, the Purchaser pursuant to this Agreement (adjusted for subdivisions, stock-splits, combinations, recapitalizations or similar events, and provided that any shares Board of Common Stock issued upon conversion of shares of Preferred Stock Directors shall be treated as that number of shares of Preferred Stock with respect to which such shares of Common Stock was converted into), the Purchaser reduced by one member and thereafter MSP shall be entitled to designate one member on the management slate of nominees to the Company's Board of Directors (1until such time as the aggregate interest owned by Purchasers and the Permitted Transferees shall be less than the Minimum Interest, whereupon Purchasers shall within 10 Business Days cause the remaining Purchaser Designee to resign and Purchasers shall have no further rights under this Section) except the foregoing shall not apply to the extent MSP's Purchaser Designee has been elected to and is serving on the Board of Directors and is in a class of directors not currently standing for re-election. At least 90 days prior to each annual meeting of shareholders at which a Purchaser Designee will stand for election, MSREF III and MSP, as the case may be, shall provide written notice to the Company indicating the Purchaser Designee to be nominated by each such Purchaser at such annual meeting, and such notice shall set forth as to each Person proposed for nomination all information relating to such Persons that is required to be disclosed in solicitations of proxies for election of directors pursuant to Regulation 14A under the Exchange Act (including such Person's written consent to being named in the related proxy statement as a nominee and to serving as a director if elected). (b) The Company shall use its reasonable best efforts at all times to take such action as is necessary to ensure that the nominating committee of the Board of Directors (or the full Board if there is no nominating committee) of the Company shall nominate and recommend to the shareholders of the Company and the shareholders of the Company shall elect the Purchaser Designees to the Board of Directors. As a condition precedent to the inclusion of any Purchaser Designee on any slate of nominees to be recommended to shareholders by the Board of Directors pursuant to Section 4.10(a), the nominating committee of the Board (or the full Board if there is no nominating committee) may review the information provided pursuant to Section 4.10(a) to evaluate in good faith such Purchaser Designee's character and fitness to serve as a director. At If the nominating committee (or the full Board if there is no nominating committee) determines in good faith that any such time that Purchaser Designee lacks the character or fitness to serve as a director based on applicable legal and reasonable commercial standards, the nominating committee (or the full Board if there is no nominating committee) shall inform the Purchaser who nominated such Purchaser Designee of such determination, and such Purchaser shall then have the right to propose an alternative Purchaser Designee who is no longer reasonably acceptable to the Company. All Purchaser Designees elected to the Board of Directors shall receive, during the period in which they serve, any and all benefits (including, without limitation, any director compensation and grants of stock options under the 1998 Non-Employee Director Plan) provided to the other members of the Board of Directors of the Company. (c) If at any time Purchasers and the Permitted Transferees are entitled to designate one or both Purchaser Designees more nominees to the Board of Directors pursuant to this Section 4.10 and Purchasers do not have a representative on the previous sentenceBoard, so long as Purchasers and the Permitted Transferees own, in the aggregate, at least the Minimum Interest, the Purchaser Company shall promptly cause permit two representatives (or in the case that Purchasers are entitled to designate only one or both Purchaser Designeesnominee to the Board, only one representative) of Purchasers (which representatives shall be acceptable to the Company in its reasonable discretion) to attend, but not vote, as applicableobservers at each meeting of the Board of Directors or any committee of the Board empowered to act with full authority of the entire Board, including telephonic meetings, provided that each such representative executes and delivers to offer to resign from the Company Boarda confidentiality agreement in a form reasonably satisfactory to the Company prior to attendance at any such 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 representatives at the same time and in the same manner as notice is given to the members of the Board of Directors. Such representatives will be entitled to receive all written materials given to the members of the Board of Directors in connection with such meetings at the time such materials and information are given to the Board of Directors. The Company shall reimburse such representatives for his or her reasonable out- of-pocket expenses incurred in connection with attending meetings of the Board of Directors or any such committee of the Board. (d) For so long as any Purchaser Designees or Permitted Transferee has the right to designate at least one director on a management slate of nominees to the Company's Board of Directors, the Company shall initially use reasonable best efforts to cause the Board of Directors and the shareholders of the Company not to increase the number of members of the Board of Directors above nine without the prior written consent of each Purchaser and Permitted Transferee (unless such increase is required to comply with Applicable Law), which consent may be those persons named on Schedule 4.10 to this Agreementwithheld in each Purchaser's and Permitted Transferee's reasonable discretion. A person that is In the event of a vacancy (either by death, removal or resignation) of a director other than a Purchaser Designee which does not cause the total number of directors to be less than seven, the Company shall remain use reasonable best efforts to cause the Board of Directors not to appoint a replacement to fill such vacancy without the prior written consent of each Purchaser and Permitted Transferee (unless required to comply with Applicable Law and the Company's bylaws), which consent may be regarded as a withheld in each Purchaser's and Permitted Transferee's reasonable discretion. (e) Each Purchaser Designee shall be entitled to serve on any standing committee of the Board except to the extent the Purchaser Designee's participation would cause the Purchaser Designees' participation on such committee to exceed their proportionate representation on the full Board, provided, however, that at least one Purchaser Designee may serve on each standing committee selected in accordance with this subsection (e). Subject to the preceding sentence, MSREF III and MSP shall each have the right to select the committees of the Board on which its Purchaser Designee will serve. The Company shall use its reasonable best efforts at all times as is necessary to ensure that each Purchaser Designee is appointed to all such committees of the Board of Directors. (f) For so long as Purchasers and the Permitted Transferees own, in the aggregate, at least the Minimum Interest and the Purchaser Designees are serving on the Board of Directors, Purchasers shall, and shall cause the Permitted Transferees, to vote all of their shares of Common Stock at any regular or special meeting of the shareholders of the Company (and any adjournments thereof) called for the purpose of electing directors to the Board, or, to the extent permitted by the Company's Restated Articles of Organization and Amended and Restated Bylaws and by Applicable Law, in any written consent executed in lieu of such a meeting of shareholders, for election of the management slate of nominees (other than the Purchaser Designees) to the Company's Board of Directors. The Purchasers shall and shall cause the Permitted Transferees to vote all of their shares of Common Stock at any regular or special meeting of the shareholders of the Company (and any adjournments thereof) called for the purpose of approving the issuance of the shares under this Agreement in favor of such issuance and the transactions contemplated by this Agreement. (g) Subject to availability on reasonable terms and at a reasonable cost, for so long as any Purchaser Designee remains on the Board of Directors, the Company shall use reasonable 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. (h) It is understood and agreed that the Company's Board of Directors is subject to fiduciary duties under Applicable Law, and that the Company's shareholders have rights with respect to the composition of the Board of Directors under Applicable Law and the Company's Amended and Restated Bylaws. Accordingly, for purposes of this Agreement for the remainder of such person’s term on the Company Board or, if earlier, death or resignation. The Company’s obligations to have any Purchaser Designee appointed to the Company Board or nominate any Purchaser Designee for election as a director at any meeting of the Company’s stockholders pursuant to this Section 4.10, as applicable, shall in each case be subject to such Purchaser Designee’s satisfaction of all requirements regarding service as a director obligations of the Company under applicable Law and stock exchange rules regarding service as a director of the Company. The Purchaser Parties will cause each Purchaser Designee to make himself or herself reasonably available for interviews and to consent to such reference and background checks or other investigations and provide such information as the Company Board may reasonably request to determine the Purchaser’s Designee’s eligibility and qualification to serve as a director of the Company Board. paragraphs (a), (b), (d) From and after the Closing, the Company (e) hereof shall take such actions as are necessary be deemed to be "to use reasonable best efforts" to cause the Purchaser Designees intended action to be nominated as members of taken, recognizing that the Company cannot guaranty what action its Board and shall, subject to applicable Law, include of Directors or stockholders may take in any proxy statement prepared, used, delivered or publicly filed by the Company to solicit the vote of its stockholders in connection with any meeting of Company stockholders the recommendation of the Company Board that stockholders of the Company vote in favor of the Purchaser Designees and solicit votes in favor of the election of the Purchaser Designees to Company Board consistent with the Company’s efforts to solicit votes in favor of the election of the Company’s other nominees to the Company Boardfuture. (c) The Company, the Purchaser and each Purchaser Designee shall enter into a confidentiality and non-disclosure agreement on reasonably acceptable terms and which shall provide that a Purchaser Designee shall be permitted to disclose confidential or non-public information received by such Purchaser Designee in its capacity as a member of the Company Board to representatives of the Purchaser and its Affiliates.

Board Representation. Subject to applicable law in each instance: -------------------- (a) From Upon the closing of the Public Financing, BBS shall immediately expand the size of the Board of Directors to nine directors and after appoint to the ClosingBoard of Directors (subject to the majority vote of the remaining directors, which BBS shall solicit and use its best efforts to obtain, in accordance with BBS' by-laws), to fill the vacancy, one individual designated by Enterprises to serve on the Board of Directors. The director designated by Enterprises shall, upon his/her appointment, continue to serve as a director until such time the next election of directors. (b) As long as the Purchaser Parties collectively no longer Beneficially Own Enterprises continues to own a number of shares of Purchased Shares equal to (i) at least 50% of the Purchased Shares received by the Purchaser pursuant to this Agreement Common Stock (adjusted for subdivisions, stock-splits, combinations, recapitalizations or stock splits and similar events, and provided occurrences) that any shares of Common Stock issued upon conversion of shares of Preferred Stock shall be treated as that number of shares of Preferred Stock with respect to which such shares of Common Stock was converted into), the Purchaser shall be entitled to designate two is greater than fifty percent (2) persons, who shall be Partners, Managing Directors, Advisors or Principals of the Purchaser, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇, LLC or their respective Affiliates (an “Affiliated Fund”), to serve on the Company Board (the “Purchaser Designees” and each a “Purchaser Designee”) and (ii) at least 25% (but less than 50%) of the Purchased aggregate of the number of Upfront Shares received by plus the Purchaser pursuant to this Agreement (adjusted for subdivisions, stock-splits, combinations, recapitalizations or similar events, and provided that any number of shares of Common Stock issued purchased by Enterprises (from time-to-time) upon conversion exercises of shares of Preferred Stock shall be treated as that number of shares of Preferred Stock with respect to which such shares of Common Stock was converted into)the Warrants, the Purchaser Enterprises shall be entitled to designate one (1) Purchaser Designeeindividual to be nominated to the Board of Directors by BBS. At such time that the Purchaser is no longer entitled to designate one or both Purchaser Designees Any individual so designated by Enterprises pursuant to this Section 2.7(b) is referred to herein as the previous sentence"Designee." (c) During the period provided in Section 2.7(b) above, BBS shall nominate the Purchaser shall promptly cause one or both Purchaser Designees, as applicable, to offer to resign from the Company Board. The Purchaser Designees shall initially be those persons named on Schedule 4.10 to this Agreement. A person that is a Purchaser Designee shall remain and be regarded as a Purchaser Designee for purposes of this Agreement for the remainder of such person’s term on the Company Board or, if earlier, death or resignation. The Company’s obligations to have any Purchaser Designee appointed to the Company Board or nominate any Purchaser Designee for election as a director at any meeting as part of the Company’s stockholders pursuant management slate that is included in the proxy statement (or consent solicitation or similar document) of BBS relating to this Section 4.10the election of directors, and shall provide the same support for the election of each such Designee as applicable, it provides to other persons standing for election as directors of BBS as part of BBS' management slate. (d) In the event that any Designee shall in each case be subject to such Purchaser Designee’s satisfaction of all requirements regarding service as a director of the Company under applicable Law and stock exchange rules regarding service as a director of the Company. The Purchaser Parties will cause each Purchaser Designee to make himself or herself reasonably available for interviews and to consent to such reference and background checks or other investigations and provide such information as the Company Board may reasonably request to determine the Purchaser’s Designee’s eligibility and qualification cease to serve as a director for any reason (other than the failure of the Company Boardstockholders of BBS to elect such person as director), the vacancy resulting therefrom shall be filled by (subject to the majority vote of the remaining directors, which BBS shall solicit and use its best efforts to obtain, in accordance with BBS' by-laws) an individual designated by Enterprises in accordance with Section 2.7(b) above. (be) From BBS will reimburse each Designee that serves as a director for all reasonable costs and after the Closing, the Company shall take such actions as are necessary to cause the Purchaser Designees to be nominated as members of the Company Board and shall, subject to applicable Law, include in any proxy statement prepared, used, delivered or publicly filed by the Company to solicit the vote of its stockholders expenses (including travel expenses) incurred in connection with any meeting of Company stockholders the recommendation such director's attendance at meetings of the Company Board that stockholders of Directors or any committee of the Company vote Board of Directors upon which such director serves, in favor accordance with BBS' policies regarding reimbursement of the Purchaser Designees director expenses. BBS shall indemnify and solicit votes in favor of the election of the Purchaser Designees advance expenses to Company Board consistent with the Company’s efforts to solicit votes in favor of the election of the Company’s other nominees each such director to the Company Boardsame extent it indemnifies and advances expenses to its other directors pursuant to its organizational documents and applicable law. (cf) The CompanyIn each instance, the Purchaser individual designated by Enterprises as its Designee (and each Purchaser Designee shall enter into a confidentiality and non-disclosure agreement on reasonably acceptable terms and which shall provide that a Purchaser Designee the individual initially designated by Enterprises under Section 2.7(a) above) shall be permitted an executive officer of Enterprises. (g) Following the Public Financing and through the period described in Section 2.7(b), Enterprises shall have the right to disclose confidential have its designee participate in all meetings of the Board of Directors of BBS in an advisory capacity ("Advisory Designee"). The provisions of Section 2.7(f) shall apply with respect to the selection of such Advisory Designee and the provisions of Section 2.7(e) above with regard to reimbursement of expenses shall also apply to such Advisory Designee. Notwithstanding the foregoing, however (i) Enterprises rights under this Section 2.7(g) shall not apply at any time during which an individual designated by Enterprises (under Section 2.7(a) above or non-public information received by such Purchaser Designee in its capacity as a Designee, as applicable) is a duly appointed/elected member of the Company Board of Directors of BBS and (ii) it is understood by the Parties that the provisions of this Section 2.7(g) are intended to representatives provide a "back-up" mechanism to ensure that Enterprise will have the ability to have a designee participate in meetings of the Purchaser and its AffiliatesBoard of Directors of BBS in the event that, despite the best efforts of BBS, the Parties are unsuccessful in having a designee of the Enterprises appointed to Board of Directors of BBS.

Board Representation. (a) From and after Until the Closing, until earlier of (i) the third anniversary of the Initial Closing or (ii) such time as the Purchaser Parties collectively no longer Beneficially Own a number of shares of Purchased Shares equal to (i) and its Affiliates do not hold, directly or indirectly, at least 50% a majority of the Purchased Shares purchased at the Closings (or the Common Stock received by upon the Purchaser pursuant to this Agreement conversion of such Shares) (as adjusted for subdivisions, stock-stock splits, combinationsstock dividends, recapitalizations or similar events, stock combinations and provided that any shares of Common Stock issued upon conversion of shares of Preferred Stock shall be treated as that number of shares of Preferred Stock with respect to which such shares of Common Stock was converted intothe like) (the “Requisite Shares”), the Purchaser shall be entitled to designate two (2) personsto, who shall be Partners, Managing Directors, Advisors at each annual or Principals special meeting of the PurchaserCompany’s shareholders during such period, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇nominate one (1) director (such Person, LLC or their respective Affiliates (an “Affiliated Fund”), to serve on the Company Board (the “Purchaser Designees” and each a “Purchaser Designee”) and (ii) at least 25% (but less than 50%) of the Purchased Shares received by the Purchaser pursuant to this Agreement (adjusted for subdivisions, stock-splits, combinations, recapitalizations or similar events, and provided that any shares of Common Stock issued upon conversion of shares of Preferred Stock shall be treated as that number of shares of Preferred Stock with respect to which such shares of Common Stock was converted into), the Purchaser shall be entitled to designate one (1) Purchaser Designee. At such time that the Purchaser is no longer entitled to designate one or both Purchaser Designees pursuant to the previous sentence, the Purchaser shall promptly cause one or both Purchaser Designees, as applicable, to offer to resign from the Company Board. The Purchaser Designees shall initially be those persons named on Schedule 4.10 to this Agreement. A person that is a Purchaser Designee shall remain and be regarded as a Purchaser Designee for purposes of this Agreement for the remainder of such person’s term serve on the Company Board orof Directors; provided, if earlierhowever, death or resignation. The Company’s obligations to have any Purchaser Designee appointed to the Company Board or nominate any Purchaser Designee for election as a director at any meeting of the Company’s stockholders pursuant to this Section 4.10, as applicable, shall in each case be that such nomination is subject to such Purchaser Designee’s satisfaction of all applicable requirements regarding service as a director of the Company under applicable Law and or stock exchange rules regarding service as a director of the Company. The Purchaser Parties will cause each Purchaser Designee to make himself or herself reasonably available and such other criteria and qualifications for interviews and to consent to such reference and background checks or other investigations and provide such information as the Company Board may reasonably request to determine the Purchaser’s Designee’s eligibility and qualification to serve service as a director applicable to all directors of the Company Board. (b) From and after in effect from time to time. In the Closingevent that a Purchaser Designee is nominated, the Company shall take (i) include such actions as are necessary Purchaser Designee in its slate of nominees for election to cause the Purchaser Designees to be nominated as members Board of Directors at each annual or special meeting of the Company Board and shallCompany’s shareholders, subject to applicable Law, include in any proxy statement prepared, used, delivered or publicly filed by (ii) recommend that the Company to solicit the Company’s shareholders vote of its stockholders in connection with any meeting of Company stockholders the recommendation of the Company Board that stockholders of the Company vote in favor of the Purchaser Designees and solicit votes in favor of the election of the Purchaser Designees Designee and (iii) support the Purchaser Designee in a manner generally no less rigorous and favorable than the manner in which the Company supports its other nominees. The Company shall take all reasonably necessary actions to ensure that, at all times when a Purchaser Designee is eligible to be appointed or nominated, there are sufficient vacancies on the Board of Directors to permit such designation. Notwithstanding the foregoing, the rights of the Purchaser under this Section 5.5(a) to nominate one (1) director shall terminate immediately on the earlier of (A) the third anniversary of the Initial Closing or (B) such time as the Purchaser and its Affiliates ceases to own, directly or indirectly, at least a majority of the Requisite Shares. (b) If any Purchaser Designee ceases to serve on the Board of Directors for any reason during his or her term, the vacancy created thereby shall be filled, and the Company shall cause the Board consistent of Directors to fill such vacancy, with a new Purchaser Designee eligible to serve on the Board of Directors in accordance with Section 5.5(a); provided, however, notwithstanding anything to the contrary in this Agreement, in the event that the Purchaser’s rights under Section 5.5(a) are terminated, any Purchaser Designee serving on the Board of Directors shall immediately tender his or her resignation; provided further that (i) such requirement may be waived in advance by the Company’s efforts to solicit votes in favor of the election of the Company’s other nominees Compensation, Nominating & Governance Committee and (ii) such resignation shall be subject to the Company Boardacceptance by the Board of Directors. (c) The CompanyFor the avoidance of doubt, the Purchaser and each Purchaser Designee shall enter into a confidentiality and non-disclosure agreement on reasonably acceptable terms and which shall provide that a Purchaser Designee shall be permitted entitled (i) to disclose confidential the same retainer, equity compensation and other fees or compensation, including travel and expense reimbursement, paid to the non-executive directors of the Company for his or her service as a director and (ii) to the same indemnification rights as other non-executive directors of the Company, and the Company shall maintain, in full force and effect, directors’ and officers’ liability insurance in reasonable amounts to the same extent it now indemnifies and provides insurance for the non-executive directors on the Board of Directors. A Purchaser Designee shall be bound by the same confidentiality restrictions as the other non-executive directors. Any director minimum ownership requirements shall be deemed satisfied in respect of the Purchaser Designee by the Shares, PIK Shares and Conversion Shares, as applicable, held by the Purchaser or one or more of its Affiliates. The Company acknowledges and agrees that it is the indemnitor of first resort (for the Purchase Designee in connection with matters arising from Purchaser Designee’s service as a director of the Company). For the avoidance of doubt, the Purchaser Designee shall be entitled to customary access and information rights in the same manner as received by the other directors on the Board of Directors. (d) Following the third anniversary of the Initial Closing, for so long as the Purchaser holds, directly or indirectly, at least a majority of the Requisite Shares, whenever dividends on any Series C Preferred Stock of the Purchaser shall be in arrears for six (6) or more consecutive or non-public information received by such consecutive Dividend Periods (a “Preferred Dividend Default”), the Purchaser Designee in its capacity as a member shall be entitled to nominate one (1) additional director of the Company (the “Preferred Director”) for election at the next annual meeting of stockholders and at each subsequent meeting, until all dividends accumulated on such Series C Preferred Stock for the past Dividend Periods and the then current Dividend Period shall have been fully paid or declared in the form of PIK Shares or Additional Liquidation Preference. In such case, should a Preferred Director be subsequently elected, the entire Board shall be increased by one (1) director. Notwithstanding the foregoing, if, prior to representatives the election of any additional director in the manner set forth herein, all accumulated dividends are paid or issued on the Series C Preferred Stock, no such additional director shall be so elected. If and when all accumulated dividends shall have been paid or issued on such Series C Preferred Stock, the right of the Purchaser to nominate the Preferred Director shall immediately cease (subject to revesting in the event of each and its every Preferred Dividend Default), and the term of office of any Preferred Director so elected shall immediately terminate and the entire Board shall be reduced accordingly. So long as a Preferred Dividend Default shall continue, the Purchaser shall be entitled to nominate a director to fill any vacancy in the office of a Preferred Director. For purposes of the foregoing paragraph, dividends shall be considered to be in arrears with respect to a Dividend Period if (i) the Company has not issued PIK Shares for such Dividend Period and (ii) the Liquidation Preference of such Shares has not been increased by the Additional Liquidation Preference, in each case, in accordance with and within the times set forth in the Series C Certificate of Amendment. (e) For the avoidance of doubt, the rights of the Purchaser provided for in this Section 5.5 shall not be transferrable to any other Person other than Purchaser’s Affiliates.

Board Representation. (a) From In connection with the closing under the Securities Purchase Agreement and after as required under the ClosingExisting Agreement, until such time as the Purchaser Parties collectively no longer Beneficially Own a number of shares of Purchased Shares equal to (i) at least 50% Company increased the size of the Purchased Shares received Board by the Purchaser pursuant to this Agreement (adjusted for subdivisions, stock-splits, combinations, recapitalizations or similar eventsone member, and provided that any shares of Common Stock issued upon conversion of shares of Preferred Stock shall be treated as that number of shares of Preferred Stock with respect to which such shares of Common Stock was converted into), the Purchaser shall be entitled to designate two (2) persons, who shall be Partners, Managing Directors, Advisors or Principals of the Purchaser, ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ (“▇▇▇▇▇▇▇▇ & ”) was appointed to the Board as a member of the class whose initial term expires at the 2016 annual meeting of the Company’s stockholders. (b) The size of the Board shall initially be set at ten members. (c) Subject to Section 2(a), the Company shall continue to cause ▇▇▇▇▇▇▇ (or, LLC or their respective Affiliates (an “Affiliated Fund”), 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 Designees” and each a “Purchaser Designee”) and for so long as the ▇▇▇▇▇▇▇ Family Foundation (iior an Affiliate thereof) has beneficial ownership of Shares, Exchange Warrants or Exchange Warrant Shares, in the aggregate, in an amount equal to at least 2550% (but less than 50%) of the Purchased Shares received and the Exchange Warrants issued to the ▇▇▇▇▇▇▇ Family Foundation pursuant to the Securities Purchase Agreement and on the Closing Date pursuant to the Exchange Agreement, respectively. In the event the ▇▇▇▇▇▇▇ Family Foundation (or an Affiliate thereof) no longer has beneficial ownership of Shares, Exchange Warrants or Exchange Warrant Shares in the amount set forth in this Section 2(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 applicable law, be the Company’s nominee to serve on the Board and the Company shall solicit proxies for the Purchaser Designee to the same extent as it would for any of its other nominees to the Board. The Company’s proxy statement for the election of directors 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 Purchaser pursuant to this Agreement (adjusted for subdivisions, stock-splits, combinations, recapitalizations or similar events, and provided that any shares of Common Stock issued upon conversion of shares of Preferred Stock shall be treated as that number of shares of Preferred Stock with respect to which such shares of Common Stock was converted intoBoard), the Purchaser Designee shall be entitled to designate one serve as a member of, or observer to, at such Purchaser Designee’s election, committees of the Board. (1f) ▇▇▇▇▇▇▇ may, and ▇▇▇▇▇▇▇ may request the Purchaser Designee to, as the 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. At such time that 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 designate one or both the Purchaser Designees Designee in accordance with Section 2(c) above. (g) In addition to any other indemnification rights the Purchaser Designee has pursuant to the previous sentenceTransaction Documents and the Company’s Certificate of Incorporation and Bylaws, the Purchaser Designee that serves on the Board shall promptly cause one or both Purchaser Designeeshave the right to enter into, as applicable, to offer to resign from 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 Purchaser Designees Company shall initially be those persons named on Schedule 4.10 to this Agreement. A person that is a maintain director and officer insurance covering the Purchaser Designee shall remain and be regarded as a Purchaser Designee for purposes of this Agreement for the remainder of such person’s term on the Company Board or, if earlier, death or resignation. The Company’s obligations same terms and with the same amount of coverage as is provided to have any Purchaser Designee appointed to the Company Board or nominate any Purchaser Designee for election as a director at any meeting of the Company’s stockholders pursuant to this Section 4.10, as applicable, shall in each case be subject to such Purchaser Designee’s satisfaction of all requirements regarding service as a director of the Company under applicable Law and stock exchange rules regarding service as a director of the Company. The Purchaser Parties will cause each Purchaser Designee to make himself or herself reasonably available for interviews and to consent to such reference and background checks or other investigations and provide such information as the Company Board may reasonably request to determine the Purchaser’s Designee’s eligibility and qualification to serve as a director of the Company Board. (b) From and after the Closing, the Company shall take such actions as are necessary to cause the Purchaser Designees to be nominated as members of the Board. The Company Board and shall, subject to applicable Law, include in any proxy statement prepared, used, delivered or publicly filed shall reimburse the reasonable expenses incurred by the Company to solicit the vote of its stockholders Purchaser Designee in connection with any meeting of Company stockholders the recommendation attending (whether in person or telephonically) all meetings of the Board or committees thereof or other Company Board that stockholders related meetings to the same extent as all other members of the Company vote Board are reimbursed for such expenses (or, in favor of the Purchaser Designees and solicit votes in favor of the election of the Purchaser Designees case any such expense reimbursement policy shall apply only to Company Board consistent with the Company’s efforts to solicit votes in favor of the election of the Company’s other nominees non-employee directors, to the Company Board. (c) The Company, the Purchaser and each Purchaser Designee shall enter into a confidentiality and same extent as all other non-disclosure agreement on reasonably acceptable terms and which shall provide that a employee directors). The Purchaser Designee shall be permitted entitled to disclose confidential or 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-public information received by such Purchaser Designee in its capacity 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 a member of and following the Company Board to representatives Closing Date that the Company’s Certificate of Incorporation and Bylaws are not inconsistent with the Purchaser provisions of this Agreement and its Affiliatesthe Transaction Documents or the transactions contemplated hereby or thereby.

Board Representation. (a) From Purchaser and after the Closing, Company agree as follows: 6.1 Following receipt by the Company of the Purchase Price and continuing until such time as the Purchaser Parties collectively no longer Beneficially Own a number later of shares of Purchased Shares equal to (i) at least 50the date that the Convertible Notes have been paid in full or (ii) if 100% of the Purchased Shares received by principal amount of the Convertible Notes have been converted into Common Stock and/or other equity securities of Purchaser, the date Purchaser pursuant to this Agreement no longer owns at least eighty percent (adjusted for subdivisions, stock-splits, combinations, recapitalizations or similar events, and provided that any 80%) of the shares of Common Stock issued and/or other securities acquired by Purchaser upon conversion of shares of Preferred Stock thereof (the “Representation Period”), Purchaser shall be treated entitled, at its option, to the board representation rights set forth in in this Section 6. 6.2 Immediately following receipt by the Company of the Purchase Price, the Company’s Board of Directors (the “Board”) shall take all action necessary to expand the size of the Board by one (1) member and appoint one person designated by Purchaser who is reasonably acceptable to the Board to serve as that number a director of shares the Company, who shall serve as a director until the next meeting of Preferred stockholders of the Company where directors are to be elected and until his respective successor is duly elected and qualified. 6.3 During the Representation Period, at each meeting of stockholders of the Company where directors are to be elected, the Board shall include in its slate of nominees to be submitted to stockholders for election, one person designated by Purchaser who is reasonably acceptable to the Board to serve as a director of the Company. Each director designated by Purchaser to serve on the Company’s Board of Directors is referred to herein as the “Purchaser Designee”. 6.4 Notwithstanding Sections 6.1, 6.2 or 6.3 to the contrary, if at any time after the date hereof the Convertible Notes have been paid in full or, if the Convertible Notes have been converted into Common Stock with respect or other equity securities of the Company, Purchaser ceases to which such own at least eighty percent (80%) of the shares of Common Stock was converted into)and/or other securities acquired by Purchaser upon conversion thereof, Purchaser shall cause the Purchaser shall be entitled Designee then serving on the Board to designate two (2) persons, who shall be Partners, Managing Directors, Advisors promptly tender his or Principals her resignation from the Board and any committee of the PurchaserBoard on which he or she then sits. In furtherance of this Section 6.4, each Purchaser Designee shall, as a condition to his or her appointment or election to the Board, execute and deliver to the Company an irrevocable resignation as director in the form attached hereto as Exhibit D. 6.5 Each Purchaser Designee shall at all times while such Purchaser Designee is a director of the Company comply with the provisions of this Agreement and all policies and guidelines of the Board and its committees, and of the Company to the extent applicable to Board members, including the Company’s code of ethical conduct, corporate governance guidelines and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇policy. Each Purchaser Designee shall, LLC if requested by the Company and as a condition to being appointed or their respective Affiliates (an “Affiliated Fund”)nominated for election to the Board, acknowledge that his obligations under this Agreement and such policies and guidelines are in addition to the fiduciary, statutory and common law duties of a director of a Delaware corporation and the NASDAQ rules. 6.6 Each Purchase Designee shall, at the time of election or appointment to the Board, meet the qualification requirements to serve as a director under the Delaware General Corporation Law, applicable United States securities laws and the rules of NASDAQ or any other stock exchange on which the Common Stock is then listed. 6.7 During the Representation Period, if a Purchaser Designee resigns from the Board or is rendered unable to serve on the Company Board (the “Purchaser Designees” and each a “Purchaser Designee”) and (ii) at least 25% (but less than 50%) by reason of the Purchased Shares received by the Purchaser pursuant to this Agreement (adjusted for subdivisionsdeath, stock-splitsdisability or disqualification, combinations, recapitalizations or similar events, and provided that any shares of Common Stock issued upon conversion of shares of Preferred Stock shall be treated as that number of shares of Preferred Stock with respect to which such shares of Common Stock was converted into), the Purchaser shall be entitled to designate one (1) a replacement for such Purchaser Designee. At such time that the Purchaser is no longer entitled to designate one or both Purchaser Designees pursuant Designee reasonably acceptable to the previous sentenceBoard, the Purchaser shall promptly cause one or both Purchaser Designees, as applicable, to offer to resign from and the Company Boardshall take all necessary action to implement the foregoing as promptly as practicable. The Purchaser Designees Any such designated replacement who becomes a Board member shall initially be those persons named on Schedule 4.10 deemed to this Agreement. A person that is a Purchaser Designee shall remain and be regarded as a Purchaser Designee for all purposes of under this Agreement for and, prior to his or her appointment to the remainder of such person’s term on the Company Board orBoard, if earlier, death or resignation. The Company’s obligations shall be required to have any Purchaser Designee appointed execute and deliver to the Company Board or nominate any Purchaser Designee for election an irrevocable resignation as a director at any meeting of in the Company’s stockholders pursuant to this Section 4.10, form attached hereto as applicable, shall in each case be subject to such Purchaser Designee’s satisfaction of all requirements regarding service as a director of the Company under applicable Law and stock exchange rules regarding service as a director of the Company. The Purchaser Parties will cause each Purchaser Designee to make himself or herself reasonably available for interviews and to consent to such reference and background checks or other investigations and provide such information as the Company Board may reasonably request to determine the Purchaser’s Designee’s eligibility and qualification to serve as a director of the Company Board. (b) From and after the Closing, the Company shall take such actions as are necessary to cause the Purchaser Designees to be nominated as members of the Company Board and shall, subject to applicable Law, include in any proxy statement prepared, used, delivered or publicly filed by the Company to solicit the vote of its stockholders in connection with any meeting of Company stockholders the recommendation of the Company Board that stockholders of the Company vote in favor of the Purchaser Designees and solicit votes in favor of the election of the Purchaser Designees to Company Board consistent with the Company’s efforts to solicit votes in favor of the election of the Company’s other nominees to the Company Board. (c) The Company, the Purchaser and each Purchaser Designee shall enter into a confidentiality and non-disclosure agreement on reasonably acceptable terms and which shall provide that a Purchaser Designee shall be permitted to disclose confidential or non-public information received by such Purchaser Designee in its capacity as a member of the Company Board to representatives of the Purchaser and its Affiliates.Exhibit D.

Board Representation. (a) From and During the period beginning on the date ninety (90) days after the Closing, until such time as Closing Date and ending on the Purchaser Parties collectively no longer Beneficially Own a number earlier of shares of Purchased Shares equal to (i) at least 50% the three (3) year anniversary of the Purchased Shares received by Closing Date and (ii) the Purchaser pursuant to this Agreement first Business Day that the Purchaser’s Fully Diluted Ownership Percentage is less than ten percent (10%) (such period, the “Board Designation Period”), at any time that the Nasdaq Official Closing Price of the Common Stock is below $2.7760 (as adjusted for subdivisions, stock-stock splits, combinations, recapitalizations or and other similar events) for thirty (30) consecutive trading days, and provided that any shares of Common Stock issued upon conversion of shares of Preferred Stock shall be treated as that number of shares of Preferred Stock with respect to which such shares of Common Stock was converted into), the Purchaser shall be entitled to designate two one individual (“Purchaser Designee”) to serve on the Board of Directors (“Designation Right”), pursuant and subject to the terms of this Section 2. (b) personsIn order to exercise the Designation Right, who Purchaser shall deliver a written notice to the Company stating that the Purchaser wishes to exercise the Designation Right and setting forth the name of the Purchaser Designee (the “Designation Notice”). As a condition to the appointment of any Purchaser Designee, the Purchaser will also provide, or cause the Purchaser Designee to provide, a completed and executed director nominee questionnaire in a form to be Partnersprovided by the Company (a “Nominee Questionnaire”) and any other information that is reasonably required by applicable law for inclusion in the Company’s filings with the SEC relating to the appointment of such Purchaser Designee, Managing proxy materials for meetings of stockholders, and all other applicable filings with the SEC. (c) Subject to the terms of this Section 2, the Company hereby agrees to appoint the Purchaser Designee to the Board of Directors within fifteen (15) Business Days following receipt of both (i) the Designation Notice and (ii) the completed Nominee Questionnaire. Thereafter, for the remainder of the Board Designation Period, subject to the requirements of fiduciary duties under applicable law, the Company shall include the Purchaser Designee in the slate of nominees recommended to the Company’s stockholders for election as directors of the Company at each annual or special meeting of the Company’s stockholders at which directors of the same class as the Purchaser Designee are to be elected and every adjournment or postponement thereof. If a Purchaser Designee elected or appointed pursuant to the terms hereof ceases to serve as a member of the Board of Directors for any reason, then the Purchaser shall have the right to designate another designee pursuant to the terms of this Agreement, it being understood that any such designee shall serve the remainder of the term of the director whom such designee replaces, and the Company shall take all such action as is reasonable and necessary to promptly cause the election or appointment of such other designee to the Board of Directors for such term. If the Purchaser has exercised the Designation Right and the Board Designation Period lapses while a Purchaser Designee is serving on the Board of Directors, Advisors or Principals the Purchaser Designee shall not be required to resign but may continue to serve on the Board of Directors for the remainder of the Purchaser Designee’s then-current term on the Board of Directors. (d) Notwithstanding any other provisions of this Section 2, the Company shall not be required to appoint a Purchaser Designee to the Board of Directors if a majority of the disinterested members of the Board of Directors reasonably determines in good faith, after consultation with outside legal counsel, that such person would not be qualified to serve as a director of the Company under any applicable law (including requirements of fiduciary duties under applicable law), rule or regulation, rule of the stock exchange on which the Company’s shares are listed, the Bylaws or any policy or guidelines previously approved by the Board of Directors and made available to the Purchaser, provided that the direct or indirect purpose of any such policy or guideline is not to obstruct the Purchaser’s right to designate an individual as a nominee to the Board of Directors or its rights under this Agreement, and provided further that the parties agree any such Purchaser Designee is not required to meet the independence requirements of the SEC or the Nasdaq Stock Market LLC. The Company shall notify the Purchaser of any objection to a Purchaser Designee promptly following determination by the Board of Directors that such Purchaser Designee is not qualified to serve as a director of the Company, and in any event on or prior to the fifteenth (15th) Business Day following receipt of the Designation Notice and completed Nominee Questionnaire with respect to such Purchaser Designee, so as to enable the Purchaser to propose a replacement Purchaser Designee in accordance with the terms of this Agreement. (e) Purchaser understands that, as a condition to the appointment of Purchaser Designee, the Company may require the Purchaser Designee to agree in writing, during the term of any service as a director of the Company, to (a) comply with all policies, procedures, processes, codes, rules, standards and guidelines applicable to all non-employee members of the Board of Directors, including, without limitation, the Company’s business and ethics code of conduct, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇policy, LLC and related- person transactions policy, in each case as previously approved by the Board of Directors and as amended from time to time, and compliance with applicable disclosure controls and procedures, including but not limited to completing an annual director and officer questionnaire; and (b) keep confidential and not publicly disclose discussions and matters considered in meetings of the Board of Directors and its committees, as applicable, or their respective Affiliates (an “Affiliated Fund”), to serve on other confidential information of the Company that the Purchaser Designee receives from the Company, unless previously disclosed publicly by the Company. (f) For so long as any Purchaser Designee serves as a director, such director shall be entitled to (i) the same reimbursement for travel and other expenses paid to other non-employee directors incurred in connection with his or her duties as a director, including any service on any committee of the Board (the “Purchaser Designees” and each a “Purchaser Designee”) of Directors, and (ii) at least 25% (but less than 50%) the same indemnification, exculpation and advancement of the Purchased Shares received by the Purchaser pursuant expenses rights provided to this Agreement (adjusted for subdivisions, stockother non-splits, combinations, recapitalizations or similar eventsemployee directors, and provided that any shares of Common Stock issued upon conversion of shares of Preferred Stock the Company shall be treated as that number of shares of Preferred Stock maintain in full force and effect directors’ and officers’ liability insurance coverage with respect to which such shares of Common Stock was converted into), the Purchaser shall be entitled to designate one director (1) Purchaser Designee. At such time that the Purchaser is no longer entitled to designate one or both Purchaser Designees pursuant subject to the previous sentence, the Purchaser shall promptly cause one or both Purchaser Designees, as applicable, to offer to resign from the Company Board. The Purchaser Designees shall initially be those persons named on Schedule 4.10 to this Agreement. A person that is a Purchaser Designee shall remain and be regarded as a Purchaser Designee for purposes of this Agreement for the remainder limitations of such person’s term on the Company Board orcoverage, if earlier, death or resignation. The Company’s obligations to have any Purchaser Designee appointed to the Company Board or nominate any Purchaser Designee for election as a director at any meeting of the Company’s stockholders pursuant to this Section 4.10, as applicable, shall in each case be subject to and with such Purchaser Designee’s satisfaction of all requirements regarding service as a director of the Company under applicable Law and stock exchange rules regarding service as a director of the Company. The Purchaser Parties will cause each Purchaser Designee to make himself or herself reasonably available for interviews and to consent to such reference and background checks or other investigations and provide such information coverage terms as the Company Board may reasonably request to determine the Purchaser’s Designee’s eligibility and qualification to serve as a director of the Company Board. (bdeems reasonable) From and after the Closing, the Company shall take such actions as are necessary to cause the Purchaser Designees to be nominated as members of the Company Board and shall, subject to applicable Law, include in any proxy statement prepared, used, delivered or publicly filed by the Company to solicit the vote of its stockholders in connection with any meeting of Company stockholders the recommendation of the Company Board that stockholders of the Company vote in favor of the Purchaser Designees and solicit votes in favor of the election of the Purchaser Designees to Company Board consistent with the Company’s efforts to solicit votes in favor of the election of the Company’s other nominees to the Company Board. (c) The Company, the Purchaser same extent that it indemnifies and each Purchaser Designee shall enter into a confidentiality and provides insurance for other non-disclosure agreement on reasonably acceptable terms and which shall provide that a Purchaser Designee shall be permitted to disclose confidential or non-public information received by such Purchaser Designee in its capacity as a member of the Company Board to representatives of the Purchaser and its Affiliatesemployee directors.

Board Representation. (a1) From Subject to Section 2.2 hereof, at and after following the ClosingEffective Date, until each party to this agreement will take such time action as may reasonably be in its power to cause the Purchaser Parties collectively no longer Beneficially Own a number of shares of Purchased Shares equal Board to include (i) at least 50% six (6) Investor Group Designees, one (1) of the Purchased Shares received by the Purchaser pursuant to this Agreement (adjusted for subdivisionswhom, stock-splits, combinations, recapitalizations or similar events, unless and provided that any shares of Common Stock issued upon conversion of shares of Preferred Stock shall be treated as that number of shares of Preferred Stock with respect to which such shares of Common Stock was converted into), the Purchaser shall be entitled to designate two (2) persons, who shall be Partners, Managing Directors, Advisors or Principals of the Purchaser, until a ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & Forfeiture Event has occurred, shall be the ▇▇▇▇▇▇▇▇▇ Designee, LLC or their respective Affiliates (an “Affiliated Fund”), to serve on the Company Board (the “Purchaser Designees” and each a “Purchaser Designee”) and (ii) at least 25% five (but less than 50%5) Lender Group Designees. The Investor Group Designees (including the ▇▇▇▇▇▇▇▇▇ Designee) and the Lender Group Designees are sometimes collectively referred to herein as the "Designees" and individually as a "Designee." (1) The Investor Group Designator, the Lender Group Designator and the ▇▇▇▇▇▇▇▇▇ Designator shall each give the Company timely notice (the "Notice of Designee") of the Purchased Shares received name of each person whom the relevant Stockholder Group wishes to be nominated by the Purchaser pursuant Company for election or re-election to this Agreement the Board at the next meeting of stockholders, or taking of action by written consent of stockholders, at which Directors are to be elected (adjusted for subdivisionsan "Election Meeting"). At the option of any Stockholder Group Designator, stock-splitsthe Notice of Designee may also specify one or more alternates (an "Alternate Designee") to serve in the event of the incapacity or other inability to serve of a Designee, combinations, recapitalizations or similar events, as provided herein. The Investor Group Designees and provided that any shares the Lender Group Designees shall at all times include such number of Common Stock issued upon conversion of shares of Preferred Stock Independent Directors as shall be treated as that number required to comply with the provisions of shares Sections 2.3(b) and 2.3(c) hereof. Each Notice of Preferred Stock with respect to which such shares of Common Stock was converted into), the Purchaser Designee shall be entitled to designate one (1) Purchaser Designee. At such time that the Purchaser is no longer entitled to designate one or both Purchaser Designees pursuant in writing and shall be timely if delivered to the previous sentence, the Purchaser shall promptly cause one or both Purchaser Designees, as applicable, to offer to resign from the Company Board. The Purchaser Designees shall initially be those persons named on Schedule 4.10 to this Agreement. A person that is a Purchaser Designee shall remain and be regarded as a Purchaser Designee for purposes of this Agreement for the remainder of such person’s term on the Company Board or, if earlier, death or resignation. The Company’s obligations to have any Purchaser Designee appointed to the Company Board or nominate any Purchaser Designee for election as a director at any meeting of the Company’s stockholders pursuant to this Section 4.10, as applicable, shall in each case be subject to such Purchaser Designee’s satisfaction of all requirements regarding service as a director Secretary of the Company under applicable Law at the Company's principal executive offices not later than the close of business on the 60th day prior to the first anniversary of the preceding year's annual meeting; provided, however, that in the event that the date of the Election Meeting is more than 30 days before or after such anniversary date, the Notice of Designee to be timely must be so delivered not later than the later of (x) the close of business on the later of the 60th day prior to the Election Meeting and stock exchange rules regarding service as a director (y) the 20th day following the day on which public announcement of the date of the Election Meeting is first made by the Company. The Purchaser Parties will cause each Purchaser In no event shall the public announcement of an adjournment of an Election Meeting commence a new time period for the giving of the Notice of Designee to make himself or herself reasonably available for interviews and to consent to such reference and background checks or other investigations and provide such information as described above. If the Company Board may reasonably request has not received a Notice of Designee from any Stockholder Group Designator at a time when the relevant Stockholder Group is entitled to determine name one or more Designee on or before the Purchaser’s Designee’s eligibility and qualification to serve as a director 10th day before the latest date for delivery of the Company Board. (b) From and after Notice of Designee specified in the Closingproviso to the next preceding sentence, the Company shall take such actions as are necessary to cause so inform the Purchaser Designees to be nominated as members of relevant Stockholder Group Designator by written notice. If the Company Board and shallhas not received a Notice of Designee from any Stockholder Group Designator at a time when the relevant Stockholder Group is entitled to name one or more Designee on or before the latest date for delivery of such Notice, subject to applicable Law, include in any proxy statement prepared, used, delivered or publicly filed by the Company to solicit the vote of its stockholders in connection with any meeting of Company stockholders the recommendation of the Company Board that stockholders of the Company vote in favor of the Purchaser Designees and solicit votes in favor of the election of the Purchaser Designees to Company Board consistent with the Company’s efforts to solicit votes in favor of the election of the Company’s other nominees to the Company Board. (c) The Company, the Purchaser and each Purchaser Designee shall enter into a confidentiality and non-disclosure agreement on reasonably acceptable terms and which shall provide that a Purchaser Designee then such Stockholder Group Designator shall be permitted deemed to disclose confidential or non-public information received by have delivered on such Purchaser date a Notice of Designee designating the Designees specified in its capacity as a member the most recently delivered Notice of the Company Board Designee for any prior Election Meeting, or, if any such Designee is unable to representatives of the Purchaser serve and its Affiliatesan Alternate Designee has been specified therefor, such Alternate Designee.

Board Representation. (a) From and after the Closing, until such time as the Purchaser Parties collectively no longer Beneficially Own a number of shares of Purchased Shares equal to (i) at least 50% of the Purchased Shares received by the Purchaser pursuant to this Agreement (adjusted for subdivisionsEach Stockholder agrees that it shall vote, stock-splits, combinations, recapitalizations or similar events, and provided that any shares of Common Stock issued upon conversion of shares of Preferred Stock shall be treated as that number of shares of Preferred Stock execute a written consent in lieu thereof with respect to which such shares all of Common Stock was converted intothe Securities beneficially owned or held of record by it or cause all of the Securities beneficially owned by it to be voted, or cause a written consent in lieu thereof to be executed, to elect a Board to be composed as follows: (A) Subject to Section 2.1(b)(ii), for so long as a Founder Group meets the Purchaser Founder Group Minimum Ownership Condition, such Founder Group shall be entitled to designate two one (21) personsdirector (each, a “Founder Designee”); provided that if (x) neither Founder Group meets the Founder Group Minimum Ownership Condition individually, but collectively, both Founder Groups Beneficially Own, in the aggregate, a number of Securities representing an Ownership Percentage of at least 5% and (y) neither Founder Group has made any Transfer other than Transfers to the Permitted Group of the Founder who is associated with such Founder Group then the Founder Groups (collectively) shall be Partners, Managing Directors, Advisors or Principals of the Purchaser, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇, LLC or their respective Affiliates entitled to designate one (an 1) director (a “Affiliated FundJoint Founder Designee”), provided, further, that, if one Founder Group has made any Transfer other than Transfers to the Permitted Group of the Founder who is associated with such Founder Group but the other Founder Group has not, and the condition in clause (x) of the preceding proviso has been met, then the condition in clause (y) of the preceding proviso will be deemed to have been met and the Founder whose Founder Group has not made any Transfer other than Transfers to the Permitted Group of such Founder shall be entitled to designate such Joint Founder Designee; and (B) The Sponsor shall have the right, but not the obligation, to designate, and the individuals nominated for election as directors by or at the direction of the Board or a duly authorized committee of the Board shall include, a number of individuals such that, upon the election of each such individual, and each other individual nominated by or at the direction of the Board or a duly authorized committee of the Board, as a director of the Company and taking into account any director continuing to serve on without the need for re-election, the number of Blackstone Designees (as defined below) serving as directors of the Company Board will be equal to: (i) if the “Purchaser Designees” Sponsor and each a “Purchaser Designee”) and its affiliates collectively Beneficially Own 50% or more of the Common Stock as of the record date for such meeting, the lowest whole number that is greater than 50% of the Total Number of Directors; (ii) if the Sponsor and its Affiliates collectively Beneficially Own at least 2540% (but less than 50%) of the Purchased Shares received Common Stock as of the record date for such meeting, the lowest whole number that is greater than 40% of the Total Number of Directors; (iii) if the Sponsor and its Affiliates collectively Beneficially Own at least 30% (but less than 40%) of the Common Stock as of the record date for such meeting, the lowest whole number that is greater than 30% of the Total Number of Directors; (iv) if the Sponsor and its Affiliates collectively Beneficially Own at least 20% (but less than 30%) of the Common Stock as of the record date for such meeting, the lowest whole number that is greater than 20% of the Total Number of Directors; and (v) if the Sponsor and its Affiliates collectively Beneficially Own at least 5% (but less than 20%) of the Common Stock as of the record date for such meeting, the lowest whole number (such number always being equal to or greater than one) that is greater than 10% of the Total Number of Directors (in each case, each such person a “Blackstone Designee”). (each director so designated by a Founder Group or Sponsor, a “Designee”); provided that if a Founder Group is entitled to only one Designee, such Designee shall be the applicable Founder of such Founder Group unless such Founder cannot serve on the Board due to death or disability; provided, further, that in the event a Founder Group is entitled to one Designee but the applicable Founder of such Founder Group cannot serve on the Board due to death or disability, such Designee shall be chosen by the Purchaser pursuant other Founder, which individual must have relevant industry experience and such surviving Founder shall consult with the Blackstone Designees prior to this Agreement choosing such Designee; provided, further, in the event both Founder Groups are entitled to each designate one Designee but both Founders are unable to serve on the Board due to death or disability, each such Designee shall be chosen by their respective Founder Groups, which individual must have industry experience and be reasonably acceptable to the Blackstone Designees (adjusted for subdivisionssuch approval shall not be unreasonably withheld, stock-splitsconditioned or delayed). (ii) Subject to Section 2.1(b)(i)(A), combinationsif at any time a Founder Group fails to meet the Founder Group Minimum Ownership Condition, recapitalizations or similar eventsthen such Founder Group’s right to designate, nominate and replace any member of the Board (other than a Joint Founder Designee, if applicable) shall terminate and reduce to zero (0) directors, and provided that any shares of Common Stock issued upon conversion of shares of Preferred Stock shall be treated as that number of shares of Preferred Stock with respect such Founder Group agrees to which such shares of Common Stock was converted into), the Purchaser shall be entitled promptly thereafter cause its Designee director to designate one (1) Purchaser Designee. At such time that the Purchaser is no longer entitled to designate one tender his or both Purchaser Designees pursuant to the previous sentence, the Purchaser shall promptly cause one or both Purchaser Designees, as applicable, to offer to resign her immediate resignation from the Company Board. The Purchaser Designees shall initially be those persons named on Schedule 4.10 to this Agreement. A person . (iii) In the event that a vacancy is a Purchaser Designee shall remain and be regarded as a Purchaser Designee for purposes of this Agreement for the remainder of such person’s term created on the Company Board or, if earlier, death or resignation. The Company’s obligations to have any Purchaser Designee appointed to the Company Board or nominate any Purchaser Designee for election as a director at any meeting time by the death, disability, retirement, resignation or removal of any Designee director, only the Company’s stockholders pursuant Founder Group or Stockholder that designated such deceased, disabled, retired, resigning or removed Designee may designate another individual (the “Replacement Nominee”) to this Section 4.10, as applicable, shall in each case be subject to fill such Purchaser Designee’s satisfaction of all requirements regarding service as a director of the Company under applicable Law vacancy and stock exchange rules regarding service as a director of the Company. The Purchaser Parties will cause each Purchaser Designee to make himself or herself reasonably available for interviews and to consent to such reference and background checks or other investigations and provide such information as the Company Board may reasonably request to determine the Purchaser’s Designee’s eligibility and qualification to serve as a director on the Board and each Stockholder agrees that it shall vote, or execute a written consent in lieu thereof with respect to all of the Company Securities beneficially owned or held of record by it or cause all of the Securities beneficially owned by it to be voted, or cause a written consent in lieu thereof to be executed to elect such Replacement Nominee to the Board. (biv) From and after Directors are subject to removal pursuant to the Closing, the Company shall take such actions as are necessary to cause the Purchaser Designees to be nominated as members applicable provisions of the Company Board and shall, subject to applicable Law, include in any proxy statement prepared, used, delivered or publicly filed by the Company to solicit the vote Certificate of its stockholders in connection with any meeting of Company stockholders the recommendation of the Company Board that stockholders of the Company vote in favor of the Purchaser Designees and solicit votes in favor of the election of the Purchaser Designees to Company Board consistent with the Company’s efforts to solicit votes in favor of the election Incorporation of the Company’s other nominees to ; provided, however, for as long as this Agreement remains in effect, (x) the Company Board. (c) The Company, Blackstone Designees may only be removed with the Purchaser and each Purchaser Designee shall enter into a confidentiality and non-disclosure agreement on reasonably acceptable terms and which shall provide that a Purchaser Designee shall be permitted to disclose confidential or non-public information received by such Purchaser Designee in its capacity as a member consent of the Company Board to representatives Sponsor, (y) each Founder Designee may only be removed with the consent of the Purchaser applicable Founder Group that designated such Founder Designee and its Affiliates(z) the Joint Founder Designee may only be removed with the consent of both Founder Groups, in each case delivered in accordance with Section 7.13 hereof.

Board Representation. (a) From and Effective on the day after the ClosingNote Closing Date, until such time as the Purchaser Parties collectively no longer Beneficially Own a Company shall increase by one (1) the number of shares of Purchased Shares equal to (i) at least 50% members of the Purchased Shares received by the Purchaser pursuant to this Agreement (adjusted for subdivisions, stock-splits, combinations, recapitalizations or similar events, and provided that any shares Board of Common Stock issued upon conversion of shares of Preferred Stock shall be treated as that number of shares of Preferred Stock with respect to which such shares of Common Stock was converted into), the Purchaser shall be entitled to designate two (2) persons, who shall be Partners, Managing Directors, Advisors or Principals Directors of the Purchaser, Company and shall elect and appoint a representative of Purchaser designated by Purchaser and reasonably acceptable to the Company (the "PURCHASER REPRESENTATIVE") to such newly created directorship. The Company and Purchaser agree that ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇will be the initial Purchaser Representative. From and after the election of Purchaser Representative as a Director of the Company, LLC and for as long as Purchaser Representative shall remain a Director of the Company pursuant to this Section 5.3, Purchaser Representative shall be entitled to serve as a member of any executive committee of the Board of Directors of the Company and any other committee or their respective Affiliates body performing the functions of an executive committee (an “Affiliated Fund”the "EXECUTIVE COMMITTEE"). As long as Purchaser beneficially owns not less than 850,000 shares of Common Stock (as adjusted for the events described in Section 1.3 in a manner consistent therewith), to serve on (i) the Board of Directors of the Company Board (shall nominate and recommend the “Purchaser Designees” Representative for election as a Director of the Company, and shall otherwise use its reasonable best efforts to cause the election of such Purchaser Representative as a Director of the Company at each meeting of the Company's shareholders at which the Purchaser Representative's term as a “Purchaser Designee”) Director would otherwise expire, and (ii) at least 25% (but less than 50%) of the Purchased Shares received by the Purchaser pursuant to this Agreement (adjusted for subdivisions, stock-splits, combinations, recapitalizations or similar events, and provided that any shares of Common Stock issued upon conversion of shares of Preferred Stock shall be treated as that number of shares of Preferred Stock with respect to which such shares of Common Stock was converted into), the Purchaser shall be entitled to designate one individual who shall receive notice of all meetings of the Board of Directors and the Executive Committee of the Company and who shall be entitled to attend and participate in all such meetings as an observer on behalf of Purchaser (1the "OBSERVER"). Subject to Section 5.3(b), each Purchaser Representative shall be treated equally with the other Directors and the other members of the Executive Committee in their capacities as such and shall be entitled to the same information (including reports, financial statements, notices and other information) at the same time (subject to the same general conflicts-of-interest rules applicable to all other members of the Board of Directors and Executive Committee of the Company, reasonably and consistently applied) and the same compensation and benefits, as shall be provided to other Directors of the Company and other members of the Executive Committee, and copies of all such information shall be provided or made available to the Observer at the same time such information is provided or made available to Purchaser Designeeand other Directors or Executive Committee members. (b) Notwithstanding any other provisions of this Agreement, the rights of the Purchaser Representative to serve as a Director and as a member of the Executive Committee, and the rights of the Observer to attend and participate in meetings of the Board of Directors and the Executive Committee, pursuant to Section 5.3(a) shall terminate upon the earlier of: (i) the Company's sale of all or substantially all of its assets, (ii) a merger, consolidation, share exchange, or other reorganization or business combination involving the Company in which shareholders of the Company immediately prior to such merger, consolidation, share exchange or other reorganization or business combination own less than fifty percent (50%) of the voting capital stock of the surviving or acquiring corporation or the resulting entity, or (iii) such time as Purchaser no longer owns 850,000 shares of Common Stock (as adjusted for the events described in Section 1.3 in a manner consistent therewith). At such any time that the Purchaser is no longer entitled to designate one or both Purchaser Designees pursuant to the previous sentence, the Purchaser shall promptly cause one or both Purchaser Designees, as applicable, to offer to resign from the Company Board. The Purchaser Designees shall initially be those persons named on Schedule 4.10 to this Agreement. A person that is a Purchaser Designee shall remain and be regarded as a Purchaser Designee for purposes of this Agreement for the remainder of such person’s term on the Company Board or, if earlier, death or resignation. The Company’s obligations to have any Purchaser Designee appointed to the Company Board or nominate any Purchaser Designee for election as a director at any meeting of the Company’s stockholders representation pursuant to this Section 4.105.3, as applicable, shall in each case be subject to such Purchaser Designee’s satisfaction of all requirements regarding service as a director of then at the Company under applicable Law and stock exchange rules regarding service as a director request of the Company. The , the Purchaser Parties will cause each Purchaser Designee to make himself or herself reasonably available for interviews Representative shall immediately resign and to consent to such reference and background checks or other investigations and provide such information as the Company Board may reasonably request to determine the Purchaser’s Designee’s eligibility and qualification to serve as a director Observer shall immediately cease attending any meetings of the Company Board. (b) From Board of Directors and after the Closing, the Company shall take such actions as are necessary to cause the Purchaser Designees to be nominated as members of the Company Board and shall, subject to applicable Law, include in any proxy statement prepared, used, delivered or publicly filed by the Company to solicit the vote of its stockholders in connection with any meeting of Company stockholders the recommendation of the Company Board that stockholders of the Company vote in favor of the Purchaser Designees and solicit votes in favor of the election of the Purchaser Designees to Company Board consistent with the Company’s efforts to solicit votes in favor of the election of the Company’s other nominees to the Company BoardExecutive Committee. (c) The In addition to any other indemnification and insurance rights the Purchaser Representative and the Observer may have, (i) each Purchaser Representative (A) shall have the same indemnification rights, as set forth in the Company's Restated Articles and Bylaws, as the other members of the Board of Directors of the Company, and the Purchaser and Company shall afford each Purchaser Designee shall Representative an opportunity to enter into a confidentiality an indemnification agreement substantially similar to the then effective indemnification agreement between the Company and non-disclosure agreement on reasonably acceptable terms the other members of the Board of Directors; and which shall provide that a Purchaser Designee (B) shall be permitted covered by director and officer liability insurance to disclose confidential or non-public information received by such Purchaser Designee in its capacity the same extent as a member other members of the Board of Directors of the Company, and (ii) to the maximum extent applicable, each Observer (A) shall have analogous rights to indemnification from the Company Board which are substantially similar in scope to representatives those of the Purchaser Representative and its Affiliates(B) shall be covered at the Company's expense by liability insurance comparable in scope to the insurance required to be obtained for Purchaser Representative to the extent such issuance is available on commercially reasonable terms at commercially reasonable cost.

Board Representation. (a) From and after the Closing, until such time as the Purchaser Parties collectively no longer Beneficially Own a number of shares of Purchased Shares equal to (i) at least 50% of the Purchased Shares received by the Purchaser pursuant to this Agreement (adjusted for subdivisionsEach Stockholder agrees that it shall vote, stock-splits, combinations, recapitalizations or similar events, and provided that any shares of Common Stock issued upon conversion of shares of Preferred Stock shall be treated as that number of shares of Preferred Stock execute a written consent in lieu thereof with respect to which such shares all of Common Stock was converted intothe Securities beneficially owned or held of record by it or cause all of the Securities beneficially owned by it to be voted, or cause a written consent in lieu thereof to be executed, to elect a Board to be composed as follows: (A) Subject to Section 2.1(b)(ii) and (v), for so long as a Founder Group meets the Purchaser Founder Group Minimum Ownership Condition, such Founder Group shall be entitled to designate two one (21) personsdirector (each, a “Founder Designee”); provided that if (x) neither Founder Group meets the Founder Group Minimum Ownership Condition individually, but collectively, both Founder Groups Beneficially Own, in the aggregate, a number of Securities representing an Ownership Percentage of at least 5% and (y) neither Founder Group has made any Transfer other than Transfers to the Permitted Group of the Founder who is associated with such Founder Group then the Founder Groups (collectively) shall be Partners, Managing Directors, Advisors or Principals of the Purchaser, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇, LLC or their respective Affiliates entitled to designate one (an 1) director (a “Affiliated FundJoint Founder Designee”), provided, further, that, if one Founder Group has made any Transfer other than Transfers to the Permitted Group of the Founder who is associated with such Founder Group but the other Founder Group has not, and the condition in clause (x) of the preceding proviso has been met, then the condition in clause (y) of the preceding proviso will be deemed to have been met and the Founder whose Founder Group has not made any Transfer other than Transfers to the Permitted Group of such Founder shall be entitled to designate such Joint Founder Designee; and (B) The Sponsor shall have the right, but not the obligation, to designate, and the individuals nominated for election as directors by or at the direction of the Board or a duly authorized committee of the Board shall include, a number of individuals such that, upon the election of each such individual, and each other individual nominated by or at the direction of the Board or a duly authorized committee of the Board, as a director of the Company and taking into account any director continuing to serve on without the need for re-election, the number of Blackstone Designees (as defined below) serving as directors of the Company Board will be equal to: (i) if the “Purchaser Designees” Sponsor and each a “Purchaser Designee”) and its affiliates collectively Beneficially Own 50% or more of the Common Stock as of the record date for such meeting, the lowest whole number that is greater than 50% of the Total Number of Directors; (ii) if the Sponsor and its Affiliates collectively Beneficially Own at least 2540% (but less than 50%) of the Purchased Shares received Common Stock as of the record date for such meeting, the lowest whole number that is greater than 40% of the Total Number of Directors; (iii) if the Sponsor and its Affiliates collectively Beneficially Own at least 30% (but less than 40%) of the Common Stock as of the record date for such meeting, the lowest whole number that is greater than 30% of the Total Number of Directors; (iv) if the Sponsor and its Affiliates collectively Beneficially Own at least 20% (but less than 30%) of the Common Stock as of the record date for such meeting, the lowest whole number that is greater than 20% of the Total Number of Directors; and (v) if the Sponsor and its Affiliates collectively Beneficially Own at least 5% (but less than 20%) of the Common Stock as of the record date for such meeting, the lowest whole number (such number always being equal to or greater than one) that is greater than 10% of the Total Number of Directors (in each case, each such person a “Blackstone Designee”). (each director so designated by a Founder Group or Sponsor, a “Designee”); provided that if a Founder Group is entitled to only one Designee, such Designee shall be the applicable Founder of such Founder Group unless such Founder cannot serve on the Board due to death or disability; provided, further, that in the event a Founder Group is entitled to one Designee but the applicable Founder of such Founder Group cannot serve on the Board due to death or disability, such Designee shall be chosen by the Purchaser pursuant other Founder, which individual must have relevant industry experience and such surviving Founder shall consult with the Blackstone Designees prior to this Agreement choosing such Designee; provided, further, in the event both Founder Groups are entitled to each designate one Designee but both Founders are unable to serve on the Board due to death or disability, each such Designee shall be chosen by their respective Founder Groups, which individual must have industry experience and be reasonably acceptable to the Blackstone Designees (adjusted for subdivisionssuch approval shall not be unreasonably withheld, stock-splitsconditioned or delayed). (ii) Subject to Section 2.1(b)(i)(A), combinationsif at any time a Founder Group fails to meet the Founder Group Minimum Ownership Condition, recapitalizations or similar eventsthen such Founder Group’s right to designate, nominate and replace any member of the Board (other than a Joint Founder Designee, if applicable) shall terminate and reduce to zero (0) directors, and provided that any shares of Common Stock issued upon conversion of shares of Preferred Stock shall be treated as that number of shares of Preferred Stock with respect such Founder Group agrees to which such shares of Common Stock was converted into), the Purchaser shall be entitled promptly thereafter cause its Designee director to designate one (1) Purchaser Designee. At such time that the Purchaser is no longer entitled to designate one tender his or both Purchaser Designees pursuant to the previous sentence, the Purchaser shall promptly cause one or both Purchaser Designees, as applicable, to offer to resign her immediate resignation from the Company Board. The Purchaser Designees shall initially be those persons named on Schedule 4.10 to this Agreement. A person . (iii) In the event that a vacancy is a Purchaser Designee shall remain and be regarded as a Purchaser Designee for purposes of this Agreement for the remainder of such person’s term created on the Company Board or, if earlier, death or resignation. The Company’s obligations to have any Purchaser Designee appointed to the Company Board or nominate any Purchaser Designee for election as a director at any meeting time by the death, disability, retirement, resignation or removal of any Designee director, only the Company’s stockholders pursuant Founder Group or Stockholder that designated such deceased, disabled, retired, resigning or removed Designee may designate another individual (the “Replacement Nominee”) to this Section 4.10, as applicable, shall in each case be subject to fill such Purchaser Designee’s satisfaction of all requirements regarding service as a director of the Company under applicable Law vacancy and stock exchange rules regarding service as a director of the Company. The Purchaser Parties will cause each Purchaser Designee to make himself or herself reasonably available for interviews and to consent to such reference and background checks or other investigations and provide such information as the Company Board may reasonably request to determine the Purchaser’s Designee’s eligibility and qualification to serve as a director on the Board and each Stockholder agrees that it shall vote, or execute a written consent in lieu thereof with respect to all of the Company Securities beneficially owned or held of record by it or cause all of the Securities beneficially owned by it to be voted, or cause a written consent in lieu thereof to be executed to elect such Replacement Nominee to the Board. (biv) From and after Directors are subject to removal pursuant to the Closing, the Company shall take such actions as are necessary to cause the Purchaser Designees to be nominated as members applicable provisions of the Company Board and shall, subject to applicable Law, include in any proxy statement prepared, used, delivered or publicly filed by the Company to solicit the vote Certificate of its stockholders in connection with any meeting of Company stockholders the recommendation of the Company Board that stockholders of the Company vote in favor of the Purchaser Designees and solicit votes in favor of the election of the Purchaser Designees to Company Board consistent with the Company’s efforts to solicit votes in favor of the election Incorporation of the Company’s other nominees to ; provided, however, for as long as this Agreement remains in effect, (x) the Company Board. (c) The Company, Blackstone Designees may only be removed with the Purchaser and each Purchaser Designee shall enter into a confidentiality and non-disclosure agreement on reasonably acceptable terms and which shall provide that a Purchaser Designee shall be permitted to disclose confidential or non-public information received by such Purchaser Designee in its capacity as a member consent of the Company Board to representatives Sponsor, (y) each Founder Designee may only be removed with the consent of the Purchaser applicable Founder Group that designated such Founder Designee and its Affiliates(z) the Joint Founder Designee may only be removed with the consent of both Founder Groups, in each case delivered in accordance with Section 7.13 hereof.

Board Representation. (a) From and after the Closing, until such time as the Purchaser Parties collectively no longer Beneficially Own a number The Board shall consist of shares of Purchased Shares equal up to (i) at least 50% of the Purchased Shares received by the Purchaser pursuant to this Agreement (adjusted for subdivisions, stock-splits, combinations, recapitalizations or similar events, and provided that any shares of Common Stock issued upon conversion of shares of Preferred Stock shall be treated as that number of shares of Preferred Stock with respect to which such shares of Common Stock was converted into), the nine members. The Purchaser shall be entitled to designate two (2) persons, who shall be Partners, Managing Directors, Advisors nominees for election or Principals of appointment to the Purchaser, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇, LLC or their respective Affiliates (an “Affiliated Fund”), to serve on the Company Board (the “Purchaser Designees” and each a “Purchaser DesigneeRepresentatives”) and as follows: (iii) so long as the Purchaser holds at least 25% 90,000 Convertible Preferred Shares (but less than 50%) or the corresponding number of the Purchased Common Shares received by the Purchaser pursuant to this Agreement (adjusted for subdivisions, stock-splits, combinations, recapitalizations or similar events, and provided that any shares of Common Stock issued upon conversion of shares of the Convertible Preferred Stock Shares), it shall be treated entitled to designate three Purchaser Representatives; (ii) so long as that the Purchaser holds at least 45,000 Convertible Preferred Shares (or the corresponding number of shares the Common Shares issued upon conversion of the Convertible Preferred Stock with respect to which such shares of Common Stock was converted intoShares), it shall be entitled to designate two Purchaser Representatives; and (iii) so long as the Purchaser holds at least 22,500 Convertible Preferred Shares (or the corresponding number of the Common Shares issued upon conversion of the Convertible Preferred Shares), it shall be entitled to designate one (1) Purchaser DesigneeRepresentative. At such time The parties hereto acknowledge and agree that the Purchaser is no longer entitled to designate one or both Purchaser Designees appoint certain designees to the Company's Board of Directors pursuant to the previous sentence, terms of the Special Voting Preferred Shares and that this provision is intended to be in furtherance of such rights. In no event will this Section 2.1 be construed to duplicate the rights granted to the Purchaser shall promptly cause one or both Purchaser Designees, as applicable, pursuant to offer to resign from the Company Boardterms of the Special Voting Preferred Shares. The Purchaser Designees shall initially be those persons named on Schedule 4.10 not Transfer any of the Special Voting Preferred Shares. In the event that the Purchaser no longer holds any Special Voting Preferred Shares and is therefore not entitled to this Agreement. A person that is a Purchaser Designee shall remain and be regarded as a Purchaser Designee for purposes of this Agreement for the remainder of such person’s term on the Company Board or, if earlier, death or resignation. The Company’s obligations elect directors to have any Purchaser Designee appointed to the Company Board or nominate any Purchaser Designee for election as a director at any meeting of the Company’s stockholders Board of Directors pursuant to the terms thereof, this Section 4.10, as applicable, 2.1 shall in each case be subject to such Purchaser Designee’s satisfaction of all requirements regarding service as a director of the Company under applicable Law and stock exchange rules regarding service as a director of the Company. controlling. (b) The Purchaser Parties will cause each acknowledges that three Purchaser Designee Representatives were elected to make himself or herself reasonably available for interviews and the Board at the Meeting. Subject to consent to such reference and background checks or other investigations and provide such information as the Company Board may reasonably request to determine the Purchaser’s Designee’s eligibility Representative(s) consenting and qualification writing to serve as a director of the Company Board. (b) From and after the ClosingCompany, the Company shall take such actions cause the Purchaser Representative(s) to be included as nominees proposed by the Board to the Shareholders for election to the Board at each future meeting of the Shareholders where directors are necessary to be elected by Shareholders. The Company shall use its reasonable commercial efforts to cause the election of such Purchaser Designees to be nominated as members of the Company Board Representative(s) at such meetings and shall, subject to applicable Law, include shall solicit proxies in any proxy statement prepared, used, delivered or publicly filed by the Company to solicit the vote of its stockholders in connection with any meeting of Company stockholders the recommendation of the Company Board that stockholders of the Company vote in favor of the Purchaser Designees and solicit votes in favor favour of the election of the such Purchaser Designees to Company Board consistent with the Company’s efforts to solicit votes in favor of the election of the Company’s other nominees to the Company BoardRepresentative(s) at such meetings. (c) The Purchaser shall advise the Company of the identity of any Purchaser Representative at least 50 days prior to any meeting of Shareholders at which directors of the Company are to be elected or within 10 days of being notified of the record date for such a meeting. If the Purchaser does not advise the Company of the identity of any Purchaser Representative prior to such deadline, then the Purchaser will be deemed to have nominated its encumbent nominee. Any nominations by the Purchaser shall be subject to such nominee being acceptable to the Company’s corporate governance and nominating committee, acting reasonably. (d) In the event that any Purchaser Representative shall cease to serve as a director of the Company, whether due to such Purchaser Representative’s death, disability, resignation or removal, the Company shall cause the Board to appoint a replacement Purchaser Representative designated by the Purchaser to fill the vacancy created by such death, disability, resignation or removal. (e) The Purchaser shall promptly notify the Company in writing if ceases to hold at least 90,000, 45,000 or 22,500, as the case may be, Convertible Preferred Shares (or the corresponding number of the Common Shares issued upon conversion of the Convertible Preferred Shares). In addition, the Purchaser and each Purchaser Designee shall enter into deliver a confidentiality and noncertificate to the Company, from time-disclosure agreement on to-time as the Company shall reasonably acceptable terms and which shall provide that a Purchaser Designee shall be permitted to disclose confidential or non-public information received by such Purchaser Designee in its capacity as a member request, certifying the number of securities of the Company Board to representatives of beneficially owned by the Purchaser and its Affiliatesas at the date of such certificate.

Board Representation. (a) From and after the Closing, until such time For so long as the Purchaser Parties collectively no longer Beneficially Own a number of shares of Purchased Shares equal to (i) at least 50% of the Purchased Shares received by the Purchaser pursuant to this Agreement (adjusted for subdivisions, stock-splits, combinations, recapitalizations or similar events, and provided that any shares of Common Stock issued upon conversion of shares of Preferred Stock shall be treated as that number of shares of Preferred Stock with respect to which such shares of Common Stock was converted into), the Purchaser shall be entitled to designate two (2) persons, who shall be Partners, Managing Directors, Advisors or Principals of the Purchaser, ▇M▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇, LLC or their respective Affiliates is a holder of a Note issued hereunder (an the “Affiliated FundRepresentation Period”), to serve on the Company Board Nominating and Corporate Governance Committee (the “Purchaser Designees” and each a “Purchaser DesigneeNominating Committee”) and (ii) at least 25% (but less than 50%) of the Purchased Shares received by the Purchaser pursuant to this Agreement Company’s Board shall nominate a Designated Nominee (adjusted as defined below) for subdivisions, stock-splits, combinations, recapitalizations or similar events, and provided that any shares of Common Stock issued upon conversion of shares of Preferred Stock shall be treated as that number of shares of Preferred Stock with respect to which such shares of Common Stock was converted into), the Purchaser shall be entitled to designate one (1) Purchaser Designee. At such time that the Purchaser is no longer entitled to designate one or both Purchaser Designees pursuant election to the previous sentence, the Purchaser shall promptly cause one or both Purchaser Designees, as applicable, to offer to resign from the Company Board. The Purchaser Designees shall initially be those persons named on Schedule 4.10 to this Agreement. A person that is a Purchaser Designee shall remain and be regarded as a Purchaser Designee for purposes of this Agreement for the remainder of such person’s term on the Company Board or, if earlier, death or resignation. The Company’s obligations to have any Purchaser Designee appointed to the Company Board or nominate any Purchaser Designee for election as a director at any each meeting of the Company’s stockholders pursuant held during the Representation Period at which directors are to this Section 4.10be elected, as applicablecommencing with the Company’s annual meeting of stockholders currently scheduled to be held in June 2013 (the “2013 Annual Meeting”), and the Board shall in each case recommend to the stockholders that such Designated Nominee be subject so elected at such meeting (collectively, the “Nomination Obligations”). The Board shall take all such actions necessary during the Representation Period to such Purchaser Designee’s satisfaction of all requirements regarding service as a director ensure that the size of the Company under applicable Law and stock exchange rules regarding service Board is large enough to accommodate the Designated Nominee’s election to the Board as a director of the Company. The Purchaser Parties will cause each Purchaser Designee Nomination Obligations are subject to make himself or herself reasonably available for interviews the following conditions: (i) the Designated Nominee’s satisfaction of all legal and to consent to such reference and background checks or other investigations and provide such information as governance requirements regarding the Company Board may reasonably request to determine the PurchaserDesignated Nominee’s Designee’s eligibility and qualification to serve service as a director of the Company Board. and (bii) From and after the Closing, fiduciary duties imposed on the Company shall take such actions as are necessary to cause the Purchaser Designees to be nominated as members directors of the Company Board by the Nomination Obligations. “Designated Nominee” means a person designated by M▇▇▇▇▇▇ ▇▇▇▇▇▇▇ (x) who is able to satisfy all such legal and shallgovernance requirements and (y) the nomination and recommendation of whom would not cause the Nominating Committee or the Board, respectively, to breach such fiduciary duty (collectively, the “Director Qualifications”). Notwithstanding the foregoing, if (1) the timing of the Closing at which M▇▇▇▇▇▇ ▇▇▇▇▇▇▇ first purchases a Note makes it impracticable for the Company to prepare and file with the SEC, on or before April 30, 2013, a definitive proxy statement containing the information regarding the Designated Nominee that is required to be disclosed therein pursuant to the SEC’s Schedule 14A or (2) the Designated Nominee fails to timely provide the Company with all information needed to prepare and file such definitive proxy statement by April 30, 2013 that it may reasonably request from the Designated Nominee, then, subject to applicable LawDirector Nominee’s satisfaction of the Director Qualifications, include in any proxy statement prepared(A) the Nominating Committee shall recommend for election, usedand the Board shall elect, delivered or publicly filed by the Company Designated Nominee to solicit the vote of its stockholders in connection with any Board as soon as is reasonably practicable following the 2013 Annual Meeting to serve until the next annual meeting of Company stockholders at which directors are elected and until his or her successor is duly elected and qualifies and (B) the recommendation of the Company Board that stockholders of the Company vote in favor of the Purchaser Designees and solicit votes in favor of the election of the Purchaser Designees to Company Board consistent Nomination Obligations shall commence with the Company’s efforts to solicit votes in favor of the election of the Company’s other nominees to the Company Boardsuch next annual meeting. (c) The Company, the Purchaser and each Purchaser Designee shall enter into a confidentiality and non-disclosure agreement on reasonably acceptable terms and which shall provide that a Purchaser Designee shall be permitted to disclose confidential or non-public information received by such Purchaser Designee in its capacity as a member of the Company Board to representatives of the Purchaser and its Affiliates.

Board Representation. (a) From and after the Closing, until such time Effective as the Purchaser Parties collectively no longer Beneficially Own a number of shares of Purchased Shares equal to (i) at least 50% of the Purchased Shares received by the Purchaser pursuant to this Agreement (adjusted for subdivisions, stock-splits, combinations, recapitalizations or similar events, and provided that any shares of Common Stock issued upon conversion of shares of Preferred Stock shall be treated as that number of shares of Preferred Stock with respect to which such shares of Common Stock was converted into)Initial Investment Closing Date, the Purchaser shall be entitled to designate two allowed one representative (2the “Perseus Observer”) personsof its choice, who shall be Partners, Managing Directors, Advisors or Principals of the Purchaser▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇, LLC or their respective Affiliates (an “Affiliated Fund”)another person reasonably acceptable to the Board, to serve on attend all meetings of the Board in a nonvoting capacity. In connection therewith, the Company Board (shall provide the “Purchaser Designees” Perseus Observer with copies of all notices, minutes, consents and each a “Purchaser Designee”) and (ii) at least 25% (but less than 50%) of other materials, financial or otherwise, which the Purchased Shares received by Company provides to its Board. Notwithstanding the Purchaser pursuant to this Agreement (adjusted for subdivisions, stock-splits, combinations, recapitalizations or similar events, and provided that any shares of Common Stock issued upon conversion of shares of Preferred Stock shall be treated as that number of shares of Preferred Stock with respect to which such shares of Common Stock was converted into)foregoing, the Purchaser shall not be entitled to designate one (1) Purchaser Designeeexercise the Perseus Observer rights set forth herein at any time that a Perseus Director is then serving on the Board; provided, however, that the Company reserves the right to exclude such Perseus Observer from access to any material or meeting or portion thereof if the Company in good faith believes that such exclusion is necessary to preserve the attorney-client privilege or for other similar reasons. At This right shall expire at such time that the Company has repaid the Senior Secured Note in full and the Perseus Ownership Percentage falls below 5%. (b) Effective as of the Subsequent Investment Closing, the Company shall take all actions within its control to provide the Purchaser is no longer entitled to designate one or both with the representation on the Board contemplated by this Section 5.6, including without limitation appointing the Requisite Number of representatives identified by the Purchaser Designees pursuant to the previous sentenceBoard, granting one Perseus Director the rights contemplated by clause (ii) of this Section 5.6(b), and, unless the Board determines in good faith that doing so would be inconsistent with its fiduciary duties under applicable Law, nominating representatives identified by the Purchaser shall promptly cause one or both Purchaser Designees, as applicable, to offer to resign from the Company Board. The Purchaser Designees shall initially be those persons named on Schedule 4.10 to this Agreement. A person that is a Purchaser Designee shall remain and be regarded as a Purchaser Designee for purposes of this Agreement for the remainder of such person’s term on the Company Board or, if earlier, death or resignation. The Company’s obligations to have any Purchaser Designee appointed to the Company Board or nominate any Purchaser Designee for election as a director directors of the Company at any meeting of the Company’s stockholders at which such directors will be elected, recommending their election to the Board, and soliciting and voting proxies in favor of their election. (i) The “Requisite Number” of Perseus Directors shall be the number of directors, rounded up to the next whole number, necessary for the Purchaser’s percentage representation on the Board to be at least equal to the percentage of the Company’s then outstanding Common Shares the Purchaser and its Affiliates hold assuming the conversion of the Senior Secured Convertible Note and the exercise of all Warrants (the “Perseus Ownership Percentage”). The Purchaser shall promptly notify the Company in writing when the Requisite Number of Perseus Directors increases or decreases following the Subsequent Investment Closing, along with information about its holdings reasonably sufficient for the Company to verify the Perseus Ownership Percentage, and the Requisite Number shall not be deemed to have changed until Perseus shall have given that notice. Notwithstanding this provision, the Requisite Number shall become zero at such time as the Perseus Ownership Percentage falls below 5%. In the event (i) the Requisite Number of Perseus Directors constitutes a majority of the members of the Board and (ii) it is necessary for one of such Perseus Directors to be “independent” within the definition of such term contained in Nasdaq Rule 4200(a)(15) (or any successor rule) for the Company to be in compliance with applicable Nasdaq Rules, Perseus shall select one Perseus Director who is “independent” under such rule. (ii) At least one Perseus Director shall have the right to attend and participate fully in a non-voting capacity in all meetings of each of the Board’s Nominating and Corporate Governance and Compensation Committees, or any equivalent committees, including receipt of all information provided to Committee members; provided, however, that the Company reserves the right to exclude such Perseus Director from access to any material or meeting or portion thereof if the Company in good faith believes, upon advice of counsel, that such exclusion is necessary to preserve the attorney-client privilege or for other similar reasons. (iii) The Purchaser shall timely notify the Company in writing of any Person designated by it pursuant to this Section 4.105.6 to stand as a nominee for election to the Board, as applicableand shall promptly furnish all information necessary for all required filings with the SEC. In the absence of any notice from the Purchaser, the Perseus Directors then serving and previously designated by the Purchaser shall be renominated. (iv) Any vacancy on the Board created by the resignation, removal, incapacity or death of any Perseus Director shall be filled by another Perseus Director in each case accordance with the terms of this Section 5.6 and Article II, Section 8 of the Company’s Bylaws. (c) Each Perseus Director shall be subject entitled to such Purchaser Designee’s satisfaction (i) the same compensation paid to other non-management directors of all requirements regarding service the Company, (ii) reimbursement for reasonable out-of-pocket expenses (including but not limited to travel and lodging) incurred in connection with the performance of his or her duties as a director (including attendance at meetings of the Company under applicable Law Board or any committees), (iii) directors’ liability insurance and stock exchange rules regarding service as a director (iv) indemnification in accordance with the Company’s Certificate of Incorporation, Bylaws and policies established by the Board for all directors generally. The Perseus Observer shall be entitled to reimbursement for reasonable out-of-pocket expenses (including but not limited to travel and lodging) incurred in connection with attendance at meetings of the CompanyBoard. The Purchaser Parties will cause each Purchaser Designee Company shall pay all compensation and reimbursement for expenses provided for under this Section 5.6(c) to make himself or herself reasonably available for interviews and to consent to such reference and background checks or other investigations and provide such information as Perseus, L.L.C. at the Company Board may reasonably request to determine address listed in Section 8.7 unless otherwise notified by the Purchaser’s Designee’s eligibility and qualification to serve as a director of the Company Board. (bd) From and after The Company shall take all actions within its control so that, as of the Initial Investment Closing, the size of the Board is five After the Initial Investment Closing, the Company shall take such actions as are necessary to cause not permit the Purchaser Designees size of the Board to be nominated as members increased without the prior written consent of the Purchaser. (e) The obligations of the Company Board and shall, subject to applicable Law, include in any proxy statement prepared, used, delivered or publicly filed by the Company to solicit the vote under this Section 5.6 (other than under clause (c) of its stockholders in connection with any meeting of Company stockholders the recommendation of the Company Board that stockholders of the Company vote in favor of this Section 5.6) shall terminate at such time as the Purchaser Designees and solicit votes its Affiliates hold Common Shares or other securities convertible into or exercisable for Common Shares that upon such conversion or exercise, in favor of the election of the Purchaser Designees to Company Board consistent with the Company’s efforts to solicit votes in favor of the election aggregate, would represent less than 5% of the Company’s other nominees to the Company Boardoutstanding Common Shares on a fully-diluted basis. (c) The Company, the Purchaser and each Purchaser Designee shall enter into a confidentiality and non-disclosure agreement on reasonably acceptable terms and which shall provide that a Purchaser Designee shall be permitted to disclose confidential or non-public information received by such Purchaser Designee in its capacity as a member of the Company Board to representatives of the Purchaser and its Affiliates.

Board Representation. (a) From and after the Closing, until such time For so long as the Purchaser Parties collectively no longer Beneficially Own a number of shares of Purchased Shares equal to either (i) beneficially owns at least 507% of the Purchased Shares received Common Stock on a fully diluted basis or (ii) holds at least half of the Series B Preferred Stock purchased under this Agreement (or securities issued on the conversion of either such Series B Preferred Stock or securities into which such Series B Preferred Stock converted), the Company shall nominate and recommend that its stockholders elect one director designated by the Purchaser pursuant (the “Purchaser Designee”). The Purchaser Designee shall receive notice of all meetings of any committee of the Board at the same time and in the same manner as the members of such committees of the Board, have full rights to this Agreement attend all meetings thereof (adjusted for subdivisionswhether such meetings are formal or informal, stock-splitsare convened in person, combinationstelephonically, recapitalizations or similar eventsby any other telecommunication means), and provided that the Company shall provide the Purchaser Designee all materials distributed to any shares committee of Common Stock issued the Board and all other information related to the Company which is made available to, or which would otherwise be available upon conversion reasonable request by, the committee members thereof. Any vacancy in the position of shares the Purchaser Designee shall only be filled with another designee designated by the Purchaser in accordance with the terms hereof. Any vacancy created by any removal of Preferred Stock the Purchaser Designee shall also only be treated as that number filled at the direction of shares of Preferred Stock with respect the Purchaser. Notwithstanding anything to which such shares of Common Stock was converted into)the contrary contained in this Section 5.08, the Purchaser shall be entitled have no right to designate two (2) persons, who shall be Partners, Managing Directors, Advisors or Principals of the Purchaser, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇, LLC or their respective Affiliates (an “Affiliated Fund”), to serve on the Company Board (the “Purchaser Designees” and each a “Purchaser Designee”) and (ii) at least 25% (but less than 50%) of the Purchased Shares received by the Purchaser pursuant to this Agreement (adjusted for subdivisions, stock-splits, combinations, recapitalizations or similar events, and provided that any shares of Common Stock issued upon conversion of shares of Preferred Stock shall be treated as that number of shares of Preferred Stock with respect to which such shares of Common Stock was converted into), the Purchaser shall be entitled to designate one (1) Purchaser Designee. At such time that the Purchaser is no longer entitled to designate one or both Purchaser Designees pursuant to the previous sentence, the Purchaser shall promptly cause one or both Purchaser Designees, as applicable, to offer to resign from the Company Board. The Purchaser Designees shall initially be those persons named on Schedule 4.10 to this Agreement. A person that is nominate a Purchaser Designee shall remain and be regarded as a Purchaser Designee for purposes of this Agreement for the remainder of such person’s term on the Company Board or, if earlier, death or resignation. The Company’s obligations to have any Purchaser Designee appointed to the Company Board or nominate any Purchaser Designee for election as a director at any meeting of the Company’s stockholders pursuant to this Section 4.10, as applicable, shall in each case be subject if at such time the Holders of the Preferred Stock are entitled to such Purchaser Designee’s satisfaction of all requirements regarding service as elect a director to the Board pursuant to the Certificate of Designation or otherwise. The right of the Company under applicable Law and stock exchange rules regarding service as Purchaser to nominate a director of the Company. The Purchaser Parties will cause each Purchaser Designee to make himself or herself reasonably available for interviews and to consent to such reference and background checks or other investigations and provide such information as the Company Board may reasonably request to determine provided in this Section 5.08(a) shall not be assignable by the Purchaser’s Designee’s eligibility and qualification to serve as a director of the Company Board. (b) From The Company and after the Closing, the Company Purchaser shall take such actions as are or cause to be taken all lawful action necessary to cause ensure at all times as of and following the Purchaser Designees to be nominated as members Closing Date that the organizational documents of the Company Board and shall, subject to applicable Law, include in any proxy statement prepared, used, delivered or publicly filed by the Company to solicit the vote of its stockholders in connection with any meeting of Company stockholders the recommendation of the Company Board that stockholders of the Company vote in favor of the Purchaser Designees and solicit votes in favor of the election of the Purchaser Designees to Company Board consistent are not inconsistent with the Company’s efforts to solicit votes in favor provisions of this Agreement and the election of other Operative Documents or the Company’s other nominees to the Company Boardtransactions contemplated hereby or thereby. (c) The Company, the Purchaser and each Purchaser Designee shall enter into a confidentiality and non-disclosure agreement on reasonably acceptable terms and which shall provide that a Purchaser Designee shall be permitted to disclose confidential or non-public information received by such Purchaser Designee in its capacity as a member of the Company Board to representatives of the Purchaser and its Affiliates.

Board Representation. (a) From and after the Closing, until such time Effective as the Purchaser Parties collectively no longer Beneficially Own a number of shares of Purchased Shares equal to (i) at least 50% of the Purchased Shares received by the Purchaser pursuant to this Agreement (adjusted for subdivisions, stock-splits, combinations, recapitalizations or similar events, and provided that any shares of Common Stock issued upon conversion of shares of Preferred Stock shall be treated as that number of shares of Preferred Stock with respect to which such shares of Common Stock was converted into)Initial Investment Closing Date, the Purchaser shall be entitled to designate two allowed one representative (2the “Perseus Observer”) personsof its choice, who shall be PartnersJ▇▇▇ ▇▇▇, Managing Directors, Advisors or Principals of the Purchaser, ▇M▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇, LLC or their respective Affiliates (an “Affiliated Fund”)another person reasonably acceptable to the Board, to serve on attend all meetings of the Board in a nonvoting capacity. In connection therewith, the Company Board (shall provide the “Purchaser Designees” Perseus Observer with copies of all notices, minutes, consents and each a “Purchaser Designee”) and (ii) at least 25% (but less than 50%) of other materials, financial or otherwise, which the Purchased Shares received by Company provides to its Board. Notwithstanding the Purchaser pursuant to this Agreement (adjusted for subdivisions, stock-splits, combinations, recapitalizations or similar events, and provided that any shares of Common Stock issued upon conversion of shares of Preferred Stock shall be treated as that number of shares of Preferred Stock with respect to which such shares of Common Stock was converted into)foregoing, the Purchaser shall not be entitled to designate one (1) Purchaser Designeeexercise the Perseus Observer rights set forth herein at any time that a Perseus Director is then serving on the Board; provided, however, that the Company reserves the right to exclude such Perseus Observer from access to any material or meeting or portion thereof if the Company in good faith believes that such exclusion is necessary to preserve the attorney-client privilege or for other similar reasons. At This right shall expire at such time that the Company has repaid the Senior Secured Note in full and the Perseus Ownership Percentage falls below 5%. (b) Effective as of the Subsequent Investment Closing, the Company shall take all actions within its control to provide the Purchaser is no longer entitled to designate one or both with the representation on the Board contemplated by this Section 5.6, including without limitation appointing the Requisite Number of representatives identified by the Purchaser Designees pursuant to the previous sentenceBoard, granting one Perseus Director the rights contemplated by clause (ii) of this Section 5.6(b), and, unless the Board determines in good faith that doing so would be inconsistent with its fiduciary duties under applicable Law, nominating representatives identified by the Purchaser shall promptly cause one or both Purchaser Designees, as applicable, to offer to resign from the Company Board. The Purchaser Designees shall initially be those persons named on Schedule 4.10 to this Agreement. A person that is a Purchaser Designee shall remain and be regarded as a Purchaser Designee for purposes of this Agreement for the remainder of such person’s term on the Company Board or, if earlier, death or resignation. The Company’s obligations to have any Purchaser Designee appointed to the Company Board or nominate any Purchaser Designee for election as a director directors of the Company at any meeting of the Company’s stockholders at which such directors will be elected, recommending their election to the Board, and soliciting and voting proxies in favor of their election. (i) The “Requisite Number” of Perseus Directors shall be the number of directors, rounded up to the next whole number, necessary for the Purchaser’s percentage representation on the Board to be at least equal to the percentage of the Company’s then outstanding Common Shares the Purchaser and its Affiliates hold assuming the conversion of the Senior Secured Convertible Note and the exercise of all Warrants (the “Perseus Ownership Percentage”). The Purchaser shall promptly notify the Company in writing when the Requisite Number of Perseus Directors increases or decreases following the Subsequent Investment Closing, along with information about its holdings reasonably sufficient for the Company to verify the Perseus Ownership Percentage, and the Requisite Number shall not be deemed to have changed until Perseus shall have given that notice. Notwithstanding this provision, the Requisite Number shall become zero at such time as the Perseus Ownership Percentage falls below 5%. In the event (i) the Requisite Number of Perseus Directors constitutes a majority of the members of the Board and (ii) it is necessary for one of such Perseus Directors to be “independent” within the definition of such term contained in Nasdaq Rule 4200(a)(15) (or any successor rule) for the Company to be in compliance with applicable Nasdaq Rules, Perseus shall select one Perseus Director who is “independent” under such rule. (ii) At least one Perseus Director shall have the right to attend and participate fully in a non-voting capacity in all meetings of each of the Board’s Nominating and Corporate Governance and Compensation Committees, or any equivalent committees, including receipt of all information provided to Committee members; provided, however, that the Company reserves the right to exclude such Perseus Director from access to any material or meeting or portion thereof if the Company in good faith believes, upon advice of counsel, that such exclusion is necessary to preserve the attorney-client privilege or for other similar reasons. (iii) The Purchaser shall timely notify the Company in writing of any Person designated by it pursuant to this Section 4.105.6 to stand as a nominee for election to the Board, as applicableand shall promptly furnish all information necessary for all required filings with the SEC. In the absence of any notice from the Purchaser, the Perseus Directors then serving and previously designated by the Purchaser shall be renominated. (iv) Any vacancy on the Board created by the resignation, removal, incapacity or death of any Perseus Director shall be filled by another Perseus Director in each case accordance with the terms of this Section 5.6 and Article II, Section 8 of the Company’s Bylaws. (c) Each Perseus Director shall be subject entitled to such Purchaser Designee’s satisfaction (i) the same compensation paid to other non-management directors of all requirements regarding service the Company, (ii) reimbursement for reasonable out-of-pocket expenses (including but not limited to travel and lodging) incurred in connection with the performance of his or her duties as a director (including attendance at meetings of the Company under applicable Law Board or any committees), (iii) directors’ liability insurance and stock exchange rules regarding service as a director (iv) indemnification in accordance with the Company’s Certificate of Incorporation, Bylaws and policies established by the Board for all directors generally. The Perseus Observer shall be entitled to reimbursement for reasonable out-of-pocket expenses (including but not limited to travel and lodging) incurred in connection with attendance at meetings of the CompanyBoard. The Purchaser Parties will cause each Purchaser Designee Company shall pay all compensation and reimbursement for expenses provided for under this Section 5.6(c) to make himself or herself reasonably available for interviews and to consent to such reference and background checks or other investigations and provide such information as Perseus, L.L.C. at the Company Board may reasonably request to determine address listed in Section 8.7 unless otherwise notified by the Purchaser’s Designee’s eligibility and qualification to serve as a director of the Company Board. (bd) From and after The Company shall take all actions within its control so that, as of the Initial Investment Closing, the size of the Board is five After the Initial Investment Closing, the Company shall take such actions as are necessary to cause not permit the Purchaser Designees size of the Board to be nominated as members increased without the prior written consent of the Purchaser. (e) The obligations of the Company Board and shall, subject to applicable Law, include in any proxy statement prepared, used, delivered or publicly filed by the Company to solicit the vote under this Section 5.6 (other than under clause (c) of its stockholders in connection with any meeting of Company stockholders the recommendation of the Company Board that stockholders of the Company vote in favor of this Section 5.6) shall terminate at such time as the Purchaser Designees and solicit votes its Affiliates hold Common Shares or other securities convertible into or exercisable for Common Shares that upon such conversion or exercise, in favor of the election of the Purchaser Designees to Company Board consistent with the Company’s efforts to solicit votes in favor of the election aggregate, would represent less than 5% of the Company’s other nominees to the Company Boardoutstanding Common Shares on a fully-diluted basis. (c) The Company, the Purchaser and each Purchaser Designee shall enter into a confidentiality and non-disclosure agreement on reasonably acceptable terms and which shall provide that a Purchaser Designee shall be permitted to disclose confidential or non-public information received by such Purchaser Designee in its capacity as a member of the Company Board to representatives of the Purchaser and its Affiliates.

Board Representation. (a) From and The Company shall, within 30 days after the ClosingClosing Date, until promptly 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 time shall cause one person designated by the Purchaser (unless, after customary investigation of such Person's qualifications, the Board of Directors reasonably determines in good faith that such Person is not qualified or acceptable under standards applied fairly and equally to all nominees) to be selected to fill such vacancy. 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 8.10(a), so long as the Purchaser Parties collectively no longer Beneficially Own a number of shares of Purchased Shares equal to (i) at least 50holds 20% of the Purchased Shares received by the Purchaser pursuant to this Agreement (adjusted for subdivisions, stock-splits, combinations, recapitalizations or similar events, and provided that any shares of Common Stock issued or issuable upon conversion of shares the Preferred Shares (whether or not the Preferred Shares have been converted) the Purchaser shall be entitled to designate (in addition to any rights granted to the holders of Preferred Stock as set forth in the Certificate of Designation) one director to the Company's Board of Directors and, at relevant future annual meetings of the stockholders of the Company, a successor to replace such director upon expiration of his or her term. The Company shall cause such designee of the Purchaser (unless, after customary investigation of such Person's qualifications, the Board of Directors reasonably determines in good faith that such Person is not qualified or acceptable under standards applied fairly and equally to all nominees) be treated included in the slate of nominees recommended by the Board to the Company's stock holders for election as that number directors, and the Company shall use its reasonable best efforts to cause the election of such designee, including voting all shares for which the Company holds proxies (unless otherwise directed by the stockholder submitting such proxy) or is otherwise entitled to vote, in favor of Preferred Stock with respect the election of such person. Notwithstanding the foregoing, if the Purchaser has not designated a person pursuant to which such shares Section 8.10(a), or if the Purchaser is entitled to designate a director to the Company's Board of Common Stock was converted into)Directors by virtue of the first sentence of this Section 8.10(b) and the Purchaser does not designate one director to the Company's Board of Directors, the Purchaser shall be entitled to designate two (2) persons, who shall be Partners, Managing Directors, Advisors or Principals receive all notices and materials distributed to the members of the Purchaser, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇, LLC or their respective Affiliates (an “Affiliated Fund”), to serve on the Company Board (the “Purchaser Designees” and each a “Purchaser Designee”) and (ii) at least 25% (but less than 50%) of Directors of the Purchased Shares received by the Purchaser pursuant to this Agreement (adjusted for subdivisions, stock-splits, combinations, recapitalizations or similar eventsCompany, and provided that any shares of Common Stock issued upon conversion of shares of Preferred Stock shall be treated as that number of shares of Preferred Stock with respect to which such shares of Common Stock was converted into), the Purchaser designate one person who shall be entitled to designate one attend all meetings of the Board of Directors and committees thereof and to receive minutes of all such meetings upon preparation thereof. (1c) Purchaser Designee. At In the event such time that the Purchaser is no longer entitled to designate one or both Purchaser Designees pursuant to the previous sentence, designee of the Purchaser shall promptly cause one or both Purchaser Designees, as applicable, to offer to resign from the Company Board. The Purchaser Designees shall initially be those persons named on Schedule 4.10 to this Agreement. A person that is a Purchaser Designee shall remain and be regarded as a Purchaser Designee for purposes of this Agreement for the remainder of such person’s term on the Company Board or, if earlier, death or resignation. The Company’s obligations to have any Purchaser Designee appointed to the Company Board or nominate any Purchaser Designee for election as a director at any meeting of the Company’s stockholders pursuant to this Section 4.10, as applicable, shall in each case be subject to such Purchaser Designee’s satisfaction of all requirements regarding service as a director of the Company under applicable Law and stock exchange rules regarding service as a director of the Company. The Purchaser Parties will cause each Purchaser Designee to make himself or herself reasonably available for interviews and to consent to such reference and background checks or other investigations and provide such information as the Company Board may reasonably request to determine the Purchaser’s Designee’s eligibility and qualification cease to serve as a director for any reason, other than by reason of the Company Board. (bPurchaser not being entitled to designate a designee as provided in Section 8.10(a) From and after the Closingor 8.10(b), the Company shall take such actions as are necessary use its reasonable best efforts to cause the Purchaser Designees vacancy resulting thereby to be nominated as members filled by a designee of the Company Board Purchaser. (d) For so long as the Purchaser shall have the rights granted pursuant to Sections 8.10(a), (b) and shall(c) above, subject the Purchaser shall have the right (in addition to applicable Law, include in any proxy statement prepared, used, delivered or publicly filed by the Company such other rights) to solicit the vote of its stockholders in connection with any meeting of Company stockholders the recommendation have a representative attend all regular and special meetings of the Company Board that stockholders of the Company vote in favor of the Purchaser Designees and solicit votes in favor of the election of the Purchaser Designees to Company Board consistent with the Company’s efforts to solicit votes in favor of the election Directors of the Company’s other nominees . These visitation rights shall include the right to receive the Company Boardsame notice and materials provided to Board and committee members. (c) The Company, the Purchaser and each Purchaser Designee shall enter into a confidentiality and non-disclosure agreement on reasonably acceptable terms and which shall provide that a Purchaser Designee shall be permitted to disclose confidential or non-public information received by such Purchaser Designee in its capacity as a member of the Company Board to representatives of the Purchaser and its Affiliates.

Board Representation. (a) From and after As soon as reasonably practicable following the Closingdate hereof (and, until such time as the Purchaser Parties collectively no longer Beneficially Own a number of shares of Purchased Shares equal to in any event, within thirty (i30) at least 50% of the Purchased Shares received by the Purchaser pursuant to this Agreement (adjusted for subdivisions, stock-splits, combinations, recapitalizations or similar events, and provided that any shares of Common Stock issued upon conversion of shares of Preferred Stock shall be treated as that number of shares of Preferred Stock with respect to which such shares of Common Stock was converted intodays), the Purchaser Company shall be entitled take all actions necessary to designate two (2) persons, who shall be Partners, Managing Directors, Advisors or Principals enlarge the Board of the Purchaser, Directors by one member and appoint ▇▇. ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ & ▇▇▇▇to the Board of Directors in accordance with Sections 5.3(b) and 5.3(c). (b) For so long as (i) the Purchaser (together with its Affiliates) has Beneficial Ownership of a number of shares of Common Stock not less than the Closing Shares (as adjusted for any stock splits, LLC stock dividends, recapitalizations or their respective Affiliates (an “Affiliated Fund”), to serve on the Company Board (the “Purchaser Designees” and each a “Purchaser Designee”similar transactions) and (ii) at least 25% there does not exist a Material Breach (but less than 50%) of the Purchased Shares received by the Purchaser pursuant to this Agreement (adjusted for subdivisionseach, stock-splits, combinations, recapitalizations or similar events, and provided that any shares of Common Stock issued upon conversion of shares of Preferred Stock shall be treated as that number of shares of Preferred Stock with respect to which such shares of Common Stock was converted intoa “Termination Event”), the Purchaser shall be entitled have the right to designate one (1) Purchaser Designee. At such time that the Purchaser is no longer entitled to designate one or both Purchaser Designees pursuant to the previous sentenceBoard of Directors one individual; provided, the Purchaser shall promptly cause one or both Purchaser Designeeshowever, as applicable, that such individual must (A) be qualified to offer to resign from the Company Board. The Purchaser Designees shall initially be those persons named on Schedule 4.10 to this Agreement. A person that is a Purchaser Designee shall remain and be regarded serve as a Purchaser Designee for purposes member of this Agreement for the remainder Board of such person’s term on the Company Board orDirectors under all applicable legal, if earlier, death or resignation. The Company’s obligations regulatory and stock exchange requirements and (B) agree to have any Purchaser Designee appointed to the Company Board or nominate any Purchaser Designee for election as a director at any meeting comply with all of the Company’s stockholders policies and rules applicable to the Company’s directors (clauses (A) and (B) together, the “Director Requirements”). (c) Prior to designating any director, the Purchaser shall, to the extent requested in writing by the Company, enter into a written agreement with such director whereby such director agrees to resign as a member of the Board of Directors upon a Termination Event or at the Purchaser’s request, as applicable. The Purchaser acknowledges and agrees that such an agreement is in the best interest of the Company and the Purchaser, and that the Company shall be a third-party beneficiary of the terms and conditions of such an agreement, and the Company shall have the right to enforce the rights of the Purchaser under such an agreement to the extent such rights arise as a result of a Termination Event. (d) For so long as the Purchaser is entitled to designate any individual to the Board of Directors pursuant to this Section 4.10, as applicable, shall in each case be 5.3 and subject to such Purchaser Designee’s satisfaction of all requirements regarding service as a director of the Company under applicable Law and stock exchange rules regarding service as a director of the Company. The Purchaser Parties will cause each Purchaser Designee to make himself or herself reasonably available for interviews and to consent to such reference and background checks or other investigations and provide such information as the Company Board may reasonably request to determine the Purchaser’s Designee’s eligibility and qualification to serve as a director of the Company Board. (b) From and after the ClosingDirector Requirements, the Company shall take such actions as are necessary all action reasonably available to it to cause such individual (or any replacement designated by the Purchaser Designees Purchaser) to be nominated included in the slate of nominees recommended by the Board of Directors to the Company’s stockholders for election as members directors at each annual meeting of the stockholders of the Company Board and shall, subject to applicable Law, include in any proxy statement prepared, used, delivered or publicly filed by the Company to solicit the vote of its stockholders (and/or in connection with any meeting of Company stockholders the recommendation of election by written consent) and the Company shall use the same efforts to cause the election of such nominee as it uses to cause other nominees recommended by the Board that stockholders of the Company vote in favor of the Purchaser Designees and solicit votes Directors to be elected, including soliciting proxies in favor of the election of the Purchaser Designees to Company Board consistent with the Company’s efforts to solicit votes in favor of the election of the Company’s other nominees to the Company Boardsuch nominee. (ce) The CompanyIn the event that a vacancy is created at any time by the death, disability, retirement, resignation or removal (with or without cause) of a director nominated or designated pursuant to this Section 5.3, or in the event of the failure of any such nominee to be elected, the Purchaser shall have the right to designate a replacement who satisfies the Director Requirements to fill such vacancy, or, if applicable, the Company shall take all necessary action to expand the Board of Directors by one seat and each Purchaser Designee such vacancy shall enter into a confidentiality and non-disclosure agreement on reasonably acceptable terms and which shall provide that a Purchaser Designee shall then be permitted to disclose confidential or non-public information received filled by such Purchaser Designee in its capacity as a member replacement designated by the Purchaser. The Company shall take all action reasonably available to it to cause such vacancy to be filled by the replacement so designated, and the Board of Directors shall promptly elect such designee to the Company Board to representatives of the Purchaser and its AffiliatesDirectors.