Common use of Board Representation Clause in Contracts

Board Representation. (a) Until the occurrence of an Investor Rights Termination Event, (i) there shall be five (5) directors of the Company, except as otherwise agreed to by Phoenix and the Required Holders or as provided in the Certificate of Designation; and (ii) Phoenix shall be entitled to nominate two (2) individual directors or director nominees to serve as directors and the Required Holders shall be entitled to nominate one (1) individual director or director nominee, who shall be independent under applicable Nasdaq and SEC rules, to serve as a director, as provided in the Certificate of Designation (collectively, the “Series B Preferred Directors”). (b) Until the occurrence of an Investor Rights Termination Event, at each Company Stockholders’ Meeting, or upon the taking of a written consent of stockholders for such purpose: (a) the holders of the Series B Preferred Stock shall have the right, voting separately as a class (to the exclusion of all other classes or series of the Company’s capital stock), to elect the Series B Preferred Directors, as provided in the Certificate of Designation, and (b) the remaining two (2) directors of the Company, each of whom shall be independent under applicable Nasdaq and SEC rules, shall be elected by the holders of Voting Securities, voting together as a single class on an as-converted to Common Stock basis (the “Remaining Directors”). (c) Any Series B Preferred Director elected pursuant to Section 2 of the Certificate of Designation may be removed at any time, with or without cause by, and only by, the affirmative vote, given at a meeting or by written consent, of the holder(s) who designated or nominated such director. The Remaining Directors may be removed at any time, with or without cause by the affirmative vote, given at a meeting or by written consent, of the holders of the Voting Securities, voting together as a single class on an as-converted to Common Stock basis. (d) The Series B Preferred Directors shall be entitled to reimbursement from the Company for all costs and expenses in attending any meetings of the Board or any committee thereof, as provided in the Certificate of Designation. The Company shall notify the Series B Preferred Directors of all regular and special meetings of the Board and any committee of the Board of which any of the Series B Preferred Directors is a member. The Company shall provide the Series B Preferred Directors with copies of all notices, minutes, consents and other materials provided to all other members of the Board concurrently as such materials are provided to the other members.

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

Board Representation. (aA) Until Effective upon the occurrence IPO Closing and prior to the Business Combination Closing, the Purchaser shall have the right to designate, upon written notice to the Company and the Sponsor, one individual to be a nonvoting observer (a “Board Observer”) of an Investor Rights Termination Eventthe Board and to receive all information provided to the members of the Board during the period in which such person is a Board Observer, and (iB) there following the Business Combination Closing, the Purchaser shall have the right to request, upon written notice to the Company and the Sponsor, the designation of one Board Observer, and upon the exercise of such right, the Company and the Sponsor shall use commercially reasonable efforts to cause, subject to applicable law, such Board Observer to be five appointed to the Board as a nonvoting observer to receive all information provided to the members of the Board during the period in which such person is a Board Observer; provided, that, in each such case, the Board Observer shall not be entitled to vote on any matter submitted to the Board or any of its committees nor to offer any motions or resolutions to the Board or such committees. The Company may exclude any Board Observer from access to any material or meeting or portion thereof if: (51) directors in the opinion of the Company, except as otherwise agreed acting reasonably and in good faith having received the advice of counsel, such exclusion is reasonably necessary to by Phoenix (A) comply with applicable laws, rules or regulations and the Required Holders Company’s contractual obligations or as provided in (B) preserve any legal privilege of the Certificate of DesignationCompany and its subsidiaries; and (ii) Phoenix shall be entitled to nominate two or (2) individual directors or such portion of a meeting is an executive session limited solely to independent director nominees to serve members of the Board, independent auditors and/or legal counsel, as directors the Board may designate, and the Required Holders shall be entitled to nominate one Board Observer (1assuming the Board Observer were a member of the Board) individual director or director nominee, who shall be independent under would not meet the then-applicable Nasdaq and SEC rules, to serve as a director, as provided in standards for independence adopted by the Certificate of Designation (collectively, the “Series B Preferred Directors”). (b) Until the occurrence of an Investor Rights Termination Event, at each Company Stockholders’ MeetingNew York Stock Exchange, or upon the taking of a written consent of stockholders for such purpose: (a) the holders of the Series B Preferred Stock shall have the right, voting separately as a class (to the exclusion of all other classes or series of exchange on which the Company’s capital stock), to elect the Series B Preferred Directors, as provided in the Certificate of Designation, and (b) the remaining two (2) directors of the Company, each of whom shall be independent under applicable Nasdaq and SEC rules, shall be elected by the holders of Voting Securities, voting together as a single class on an as-converted to Common Stock basis (the “Remaining Directors”)securities are then traded. (c) Any Series B Preferred Director elected pursuant to Section 2 of the Certificate of Designation may be removed at any time, with or without cause by, and only by, the affirmative vote, given at a meeting or by written consent, of the holder(s) who designated or nominated such director. The Remaining Directors may be removed at any time, with or without cause by the affirmative vote, given at a meeting or by written consent, of the holders of the Voting Securities, voting together as a single class on an as-converted to Common Stock basis. (d) The Series B Preferred Directors shall be entitled to reimbursement from the Company for all costs and expenses in attending any meetings of the Board or any committee thereof, as provided in the Certificate of Designation. The Company shall notify the Series B Preferred Directors of all regular and special meetings of the Board and any committee of the Board of which any of the Series B Preferred Directors is a member. The Company shall provide the Series B Preferred Directors with copies of all notices, minutes, consents and other materials provided to all other members of the Board concurrently as such materials are provided to the other members.

Board Representation. (a) Until the occurrence Percentage of an Investor Rights Termination EventOutstanding Shares is less than ten percent, (i) there the number of directors constituting the full Company Board (the “Board Size”) shall be five (5) directors of seven directors, unless the CompanyHolder otherwise agrees, except as otherwise agreed to by Phoenix and the Required Holders or as provided in the Certificate of Designation; and (ii) Phoenix the Company Board shall be entitled not (A) propose or resolve to nominate two (2) individual directors increase or director nominees to serve as directors and decrease the Required Holders shall be entitled to nominate one (1) individual director or director nomineeBoard Size, who shall be independent under applicable Nasdaq and SEC rules, to serve as a director, except as provided in Section 2.1(i), or with the Certificate prior written consent of Designation the Holder, (collectivelyB) present a slate of Company Nominees to the Company Shareholders for election to the Company Board that is greater than or fewer than the Board Size or (C) except with the prior written consent of the Holder, and subject to the “Series B Preferred Directors”)obligations of the directors of the Company to comply with their fiduciary duties under applicable Law, fail to recommend against any proposal by the Company Shareholders to increase or decrease the Board Size. (b) Until Subject to Section 2.1(c), Section 2.1(d) and Section 2.1(f), for so long as the occurrence Percentage of an Investor Rights Termination EventOutstanding Common Shares is at least forty percent and the Board Size is seven directors, the Company covenants and agrees to nominate for election as directors to the Company Board at each any meeting of the Company Stockholders’ Meeting, or upon Shareholders at which directors of the taking of a written consent of stockholders for such purpose: Company are to be elected the Persons designated as follows: (ai) the holders of the Series B Preferred Stock shall have the right, voting separately as a class (to the exclusion of all other classes or series Chief Executive Officer of the Company; (ii) four individuals designated in writing to the Company by the Holder in its discretion pursuant to the Holder’s capital stockrights set forth in this Agreement (each an “Altria Nominee” and collectively, the “Altria Nominees”); provided, that (A) all such individuals shall have such skills and experience reasonably consistent with other individuals who hold directorships on companies listed on the TSX, NASDAQ or NYSE, (B) at least one Altria Nominee shall be a “resident Canadian” (as defined in the Act) to the extent such individual must be a “resident Canadian” (as defined in the Act) to satisfy the director residency requirements under the Act and (C) if, in order to prevent the Company from failing to comply with applicable Law, including the rules of any stock exchange on which the Common Shares are then listed, such individual shall satisfy such criteria or, if such criteria can be met as of such nominee’s appointment to the Company Board rather than at the time of nomination without violating the applicable Law, as of such nominee’s appointment to the Company Board; and (iii) two individuals designated by the Company Board who are (A) Independent, (B) solely for purposes of this Section 2.1(b)(iii), to elect an independent director as defined under 311 of the Series B Preferred DirectorsTSX Company Manual, (C) “financially literate” (within the meaning of 1.6 of National Instrument 52-110 – Audit Committees and for purposes of the rules of the TSX and NASDAQ) and (D) one such individual shall be a “resident Canadian” (as provided defined in the Certificate of Designation, and Act) to the extent such individual must be a “resident Canadian” (bas defined in the Act) to satisfy the remaining two (2) directors of director residency requirements under the Company, each of whom shall be independent under applicable Nasdaq and SEC rules, shall be elected by the holders of Voting Securities, voting together as a single class on an as-converted to Common Stock basis (the “Remaining Directors”)Act. (c) Any Series B Preferred Director elected pursuant Subject to Section 2 2.1(d), for so long as the Percentage of Outstanding Common Shares is at least forty percent, the Holder shall have the right to designate the lowest number of Altria Nominees that constitutes a majority of the Certificate total number of Designation may be removed at any time, with or without cause by, and only by, directors comprising the affirmative vote, given at a meeting or by written consent, of the holder(s) who designated or nominated such director. The Remaining Directors may be removed at any time, with or without cause by the affirmative vote, given at a meeting or by written consent, of the holders of the Voting Securities, voting together as a single class on an as-converted to Common Stock basisCompany Board. (d) The Series B Preferred Directors For so long as the Percentage of Outstanding Common Shares is less than forty percent, but is greater than ten percent, the Holder shall be entitled to reimbursement designate a number of Altria Nominees that represents its proportionate share of the number of directors comprising the Company Board (rounded up to the next whole number) based on the Percentage of Outstanding Common Shares beneficially owned by the Altria Group; provided, that the requirements with respect to the number of Altria Nominees that shall be Independent and a “resident Canadian” (as defined in the Act) as contemplated by Section 2.1(b)(ii) and Section 2.1(b)(iii), shall be taken into account and adjusted proportionately consistent with the foregoing (in each case rounded up to the next whole number). (e) At least one Altria Nominee shall be Independent as long as (i) the Holder has the right to designate at least three Altria Nominees pursuant to Section 2.1(b)(ii) and (ii) the Percentage of Outstanding Common Shares does not exceed fifty percent. (f) Notwithstanding anything to contrary set forth in this Agreement, during the duration of this Agreement, the Chief Executive Officer shall be a member of the Company Board unless the Company Board (other than the Chief Executive Officer) unanimously determines otherwise. (g) For so long as the Holder is entitled to designate one or more Altria Nominees, the Company shall (i) include the Altria Nominees in the notice of meeting, the management information circular, proxy statement and form of proxy relating to the applicable meeting of Company Shareholders as nominees of management, and (ii) (subject to the obligations of the directors of the Company to comply with their fiduciary duties under applicable Law) recommend in favor of, and solicit proxies from the Company Shareholders in favor of, the election of the Altria Nominees in a manner no less favorable than the manner in which the Company supports other nominees for all costs election at any such meeting. (h) If an Altria Nominee fails to be elected by the Company Shareholders as a director of the Company, the Holder shall have the right to designate such individual as an observer to the Company Board (each such individual, a “Board Observer”). Each Board Observer shall be entitled to (i) receive notice of and expenses in attending any to attend meetings of the Company Board, (ii) take part in discussions and deliberations of matters brought before the Company Board, (iii) receive notices, consents, minutes, documents and other information and materials that are sent to members of the Company Board and (iv) receive copies of any written resolutions proposed to be adopted by the Company Board, including any resolution as approved, each at substantially the same time and in substantially the same manner as the members of the Company Board, except that the Board Observer will not be entitled to vote on any matters brought before the Company Board and shall not be entitled to any compensation from the Company; provided, however, that all reasonable and documented out-of-pocket expenses of the Board Observer shall be reimbursed by the Company. (i) In the event that any Altria Nominee ceases to serve as a director of the Company for any reason, including the death, disability, resignation, removal or failure of an Altria Nominee to be elected at a meeting of the Company Shareholders, or upon any other vacancy with respect to an Altria Nominee, the Company shall cause the Company Board to appoint as soon as practicable a replacement Altria Nominee in accordance with this Agreement and applicable Law to fill the vacancy caused thereby; provided, that the Holder remains eligible to nominate such Altria Nominee pursuant to Section 2.1(b) or Section 2.1(d). Notwithstanding anything to the contrary set forth in Section 2.1(a), if the Company is prevented by applicable Law from filling a vacancy with an Altria Nominee in accordance with the foregoing sentence of this Section 2.1(i), the Company Board shall, to the maximum extent permitted by applicable Law, promptly resolve to increase the Board Size until the next meeting of the Company Shareholders and appoint such replacement Altria Nominee(s) to the Company Board. (j) For so long as the Holder is entitled to designate one or more Altria Nominees, a number of Altria Nominees that represents the Holder’s proportionate share of the number of directors comprising the applicable committee (rounded up to the next whole number) based on the Percentage of Outstanding Common Shares shall be appointed to each committee established by the Company Board, including, for certainty, any ad hoc committee, special committee, strategic advisory committee or other similarly constituted committee of the Company Board formed for the purposes of, among other things, reviewing, considering or evaluating regulatory issues, strategic initiatives or material transactions involving the Company and/or its Subsidiaries; provided, that, if (i) applicable Law, including the rules of any stock exchange on which the Common Shares are then listed and any written policies approved by the Company Board, including any committee thereofcharters, would not provide for such proportionate representation, the greatest number of Altria Appointees permitted thereby that is less than such proportionate amount shall be appointed to each such committees, and (ii) no Altria Nominee is Independent, the Holder shall, if permitted by applicable Law, have the right to designate as provided an observer to the Company Audit Committee one Altria Nominee (with the terms and conditions of the second sentence of Section 2.1(h) applying mutatis mutandis to this clause (ii)), but in no event shall any Altria Nominee be appointed to any Independent Committee if no Altria Nominee is Independent. (k) The Company shall obtain and use its reasonable best efforts to maintain in force a directors’ and officers’ insurance policy, with coverage and on terms acceptable to the Certificate of DesignationCompany Board. The Company shall notify enter into customary indemnification agreements with any directors nominated to the Series B Preferred Directors of all regular and special meetings Company Board pursuant to this Agreement. (l) Unless otherwise approved by unanimous resolution of the Board and any committee Company Board, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ shall serve as the Chair of the Company Board of which any so long as he also serves as (i) Chief Executive Officer of the Series B Preferred Directors is Company and (ii) a member. The Company shall provide the Series B Preferred Directors with copies of all notices, minutes, consents and other materials provided to all other members director of the Company. (m) Subject to Section 4.4, each Altria Nominee who serves on the Company Board concurrently as such materials are provided or a committee thereof shall be at liberty from time to time to make disclosure to any member of the Altria Group of information relating to the other membersCompany or any Company Related Person.

Board Representation. (a) Until Unless a breach by Investor or any of its Affiliates of Section 2.5 has occurred and is continuing, for so long as Investor (together with the occurrence Permitted Transferees) Beneficially Owns at least 10.0% of the outstanding Company Voting Securities, Investor shall have the right, but not the obligation, by notice in writing to the Company (in accordance with Section 2.1(e)) to designate one person (who is not a U.S. citizen or resident) for nomination for election to the Board (such designee, a “Nominee” and, following his or her appointment to the Board, an “Investor Rights Termination EventDirector”); provided, however, that such person satisfies any applicable requirements imposed by the Company’s memorandum and articles of association (i) there shall be five (5) and that are applicable to directors of the CompanyCompany generally) and all applicable laws, except as otherwise agreed regulations, rules and codes of practice. For the avoidance of doubt, in addition to fiduciary obligations imposed by Phoenix and the Required Holders or as provided in the Certificate of Designation; and (ii) Phoenix applicable law, each Investor Director shall be entitled subject to nominate two (2) individual the provisions of the Company’s memorandum and articles of association applicable to directors of the Company generally, including those provisions relating to matters in respect of which a director has a material interest or director nominees is otherwise interested, and all laws, regulations, rules and codes of practice as may be applicable from time to serve as directors and the Required Holders shall be entitled to nominate one (1) individual director or director nominee, who shall be independent under applicable Nasdaq and SEC rules, to serve as a director, as provided in the Certificate of Designation (collectively, the “Series B Preferred Directors”)time. (b) Until For so long as Investor has the occurrence right to designate any person for nomination for election to the Board pursuant to Section 2.1(a), the Company agrees, subject to its memorandum and articles of an Investor Rights Termination Eventassociation, to take all lawful action to procure, at each Company Stockholders’ Meeting, or upon the taking of a written consent of stockholders for such purpose: (a) the holders next scheduled meeting of the Series B Preferred Stock shall have the right, voting separately as a class (to the exclusion of all other classes or series Board occurring not less than 30 days following receipt of the Company’s capital stocknotice referred to in Section 2.1(a) (or, in the case of the first Nominee designated pursuant to Section 2.1(a), to elect the Series B Preferred Directorsextent such notice is received not less than 30 days prior to Completion, as provided in no later than 5 Business Days following Completion), the Certificate co-option of Designationthe Nominee to the Board and thereafter to use its reasonable best efforts to procure, and (b) at the remaining two (2) directors next annual general meeting of shareholders of the Company, each the re-election of whom shall be independent under applicable Nasdaq and SEC rulesthe Investor Director to the Board, shall including by (1) nominating such individual to be elected by the holders of Voting Securities, voting together as a single class on an as-converted to Common Stock basis director as provided herein, (2) including such nomination and other required information regarding such individual in the “Remaining Directors”)Company’s proxy statement for the annual general meeting of shareholders of the Company and (3) soliciting or causing the solicitation of proxies in connection with the election of such individual as a director. (c) Any Series B Preferred In the event that the Investor Director is not re-elected to the Board at such annual general meeting, Investor will, for so long as it has the right to designate any person for nomination for election to the Board pursuant to Section 2 2.1(a), be entitled to designate (in accordance with Section 2.1 (a)) an alternative person as Nominee and the provisions of the Certificate of Designation may be removed at Section 2.1(b) will apply to any time, with or without cause by, and only by, the affirmative vote, given at a meeting or by written consent, of the holder(s) who designated or nominated such director. The Remaining Directors may be removed at any time, with or without cause by the affirmative vote, given at a meeting or by written consent, of the holders of the Voting Securities, voting together as a single class on an as-converted to Common Stock basisalternative person so designated. (d) The Series B Preferred Directors For so long as Investor has the right to designate any person for nomination for election to the Board pursuant to Section 2.1(a), in the event that a vacancy is created at any time by the death, disability, retirement, resignation or removal (with or without cause) of an Investor Director, Investor shall be entitled have the right to reimbursement from designate (in accordance with Section 2.1(a)) a replacement to fill such vacancy, and the provisions of Section 2.1(b) will apply to any replacement person so designated. For so long as Investor has the right to designate any person for nomination for election to the Board pursuant to Section 2.1(a), the Company shall not take any action to cause the removal of an Investor Director without cause unless it is directed to do so by Investor, and if the Company is so directed, the Company shall take all necessary or desirable and lawful actions to effect such removal and to elect a replacement Investor Director as provided in the immediately preceding sentence. In addition, for so long as Investor has the right to designate any person as an Investor Director, any such Investor Director may, subject to the applicable provisions of the Company’s memorandum and articles of association and all applicable laws, regulations, rules and codes of practice, designate at any time an alternate (an “Alternate Investor Attendee”) to attend a meeting of the Board in lieu of such Investor Director (and subject to the provisions of this Agreement applicable to such Investor Director). (e) In respect of any newly-proposed Nominee, Investor shall notify the Company of the proposed Nominee, in writing, together with all information concerning such person that is reasonably requested by the Company, including, without limitation, such information as is necessary to comply with applicable disclosure rules. (f) The Company agrees to reimburse each Investor Director and Alternate Investor Attendee for all costs reasonable and documented out-of-pocket expenses incurred in connection with the performance of his or her duties as an Investor Director and Alternate Investor Attendee, as the case may be, including reasonable and documented out-of-pocket expenses incurred in attending any meetings of the Board or any committee thereof, and each Investor Director shall be entitled to indemnification arrangements, director and officer insurance coverage and other similar protections equivalent to such arrangements and insurance coverage applicable to all non-employee directors of the Company or to which all non-employee directors of the Company are entitled or receive. Investor agrees that no Investor Director shall be entitled to any compensation for serving as provided in a director of the Certificate of Designation. Company. (g) The Company shall notify the Series B Preferred Directors Investor Director and Alternate Investor Attendee, as the case may be, of all regular and special meetings of the Board and or any committee of the Board of which any of the Series B Preferred Directors Investor Director is a member. The Company shall provide the Series B Preferred Directors Investor Director and Alternate Investor Attendee, as the case may be, with copies of all notices, minutes, consents and other materials provided to all other members of the Board directors concurrently as such materials are provided to the other membersdirectors. (h) All obligations of the Company pursuant to this Section 2.1 relating to the Investor Director shall terminate immediately, and Investor shall take all lawful action to cause the Investor Director to resign promptly from the Board (and the Company shall be entitled to take all lawful action to remove the Investor Director from the Board), when Investor no longer has the right to designate any person as an Investor Director for nomination for election to the Board pursuant to Section 2.1(a). Without prejudice to the foregoing, at any such time, Investor Director shall not vote or exercise any other rights or powers of office during the period pending resignation. Any vacancy created by such resignation may be filled by the Board or the shareholders of the Company in accordance with the Company’s memorandum of association and articles of association and applicable law. (i) Investor will (i) procure that no Investor Director or Alternate Investor Attendee will pass, directly or indirectly, any information concerning the Company or any Company Subsidiary which may come into his or her possession as Investor Director or Alternate Investor Attendee to any person other than Investor or any direct or indirect holding company of Investor and (ii) comply, and will cause any such direct or indirect holding company of Investor that is the recipient of any such information to comply, with the confidentiality provisions set forth in the CDA with respect to such information.

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

Board Representation. ECT or its designated Affiliate (the "Acting Party") shall have the right (a) Until to designate one member of the occurrence Board of an Investor Rights Termination Event, Directors of the Seller or (b) (i) there shall be five to receive (5and Seller covenants and agrees to deliver to the Acting Party) directors prior notice of any proposed board action and to receive (and Seller covenants and agrees to deliver to the Acting Party) reasonable notice of and a right to attend any meeting of the CompanySeller's Board of Directors, except as otherwise agreed to by Phoenix and the Required Holders or as provided in the Certificate of Designation; and (ii) Phoenix shall be entitled to nominate two receive (2) individual directors or director nominees and Seller covenants and agrees to serve as directors and the Required Holders shall be entitled to nominate one (1) individual director or director nominee, who shall be independent under applicable Nasdaq and SEC rules, to serve as a director, as provided in the Certificate of Designation (collectively, the “Series B Preferred Directors”). (b) Until the occurrence of an Investor Rights Termination Event, at each Company Stockholders’ Meeting, or upon the taking of a written consent of stockholders for such purpose: (a) the holders of the Series B Preferred Stock shall have the right, voting separately as a class (deliver to the exclusion of all other classes or series of the Company’s capital stockActing Party), promptly after they are produced, all management reports and accounts relating to elect the Series B Preferred Directors, as Seller that are provided in the Certificate to Seller's Board of Designation, and (b) the remaining two (2) directors of the Company, each of whom shall be independent under applicable Nasdaq and SEC rules, shall be elected by the holders of Voting Securities, voting together as a single class on an as-converted to Common Stock basis (the “Remaining Directors”). (c) Any Series B Preferred Director elected pursuant to Section 2 of the Certificate of Designation may be removed at any time, with Directors or without cause by, and only by, the affirmative vote, given at a meeting or by written consent, of the holder(s) who designated or nominated such director. The Remaining Directors may be removed at any time, with or without cause by the affirmative vote, given at a meeting or by written consent, of the holders of the Voting Securities, voting together as a single class on an as-converted to Common Stock basis. (d) The Series B Preferred Directors shall be entitled to reimbursement from the Company for all costs and expenses in attending any meetings of the Board or any committee thereof, as provided in the Certificate of Designation. The Company shall notify the Series B Preferred Directors of all regular and special meetings of the Board and any committee of the Board of which any Directors and (iii) upon reasonable notice, to have reasonable access to the books and records of the Series B Preferred Directors is Seller, including statutory books, minute books and customer lists. In the event the Acting Party elects to designate a member. The Company shall provide the Series B Preferred Directors with copies of all notices, minutes, consents and other materials provided person to all other members serve as a member of the Board concurrently of Directors of the Seller (the "Designee"), the Seller shall (x) expand as required the number of directors constituting the entire board, (y) fill the vacancy created by such materials are provided expansion with such Designee and (z) submit the name of such Designee to the stockholders of the Seller (together with a recommendation of his or her election) at each meeting of stockholders at which directors are elected, until requested otherwise by the Acting Party. The obligations of the Seller pursuant to this Section 7.03 shall continue in full force and effect for so long as the ECT and JEDI-II and/or their respective Affiliates beneficially own 5% or more of the outstanding Common Stock of the Seller (including the Warrant Shares represented by the Warrants, whether exercised or not). Any Designee shall agree to resign at the request of the Seller, at any time after the expiration of the rights of the ECT and any Acting Party pursuant to this Section 7.03. The rights of ECT under this Section 7.03 shall not be assignable other membersthan to an Affiliate of ECT.

Board Representation. (a) Until The Company shall take all actions within its power necessary to ensure that, as soon as reasonably practicable after the occurrence of an Investor Rights Termination EventClosing and in any event within sixty (60) days from the Closing, (i) there shall be five (5) directors the authorized size of the CompanyBoard of Directors is reduced to six (6) members, except as otherwise agreed and shall promptly deliver satisfactory evidence of such reduction to by Phoenix and the Required Holders or as provided in Purchaser Group; provided, however, that the Certificate of Designation; and (iiCompany shall not be required to furnish any document to any Purchaser pursuant to this Section 6(a) Phoenix shall be entitled to nominate two (2) individual directors or director nominees to serve as directors and the Required Holders shall be entitled to nominate one (1) individual director or director nominee, who shall be independent under applicable Nasdaq and SEC rules, to serve as a director, as provided in the Certificate of Designation (collectively, the “Series B Preferred Directors”)extent that such document is available on ▇▇▇▇▇. (b) Until So long as the occurrence Purchasers and the Affiliates of an Investor Rights Termination EventPurchasers, collectively and in the aggregate, Beneficially Own hold at each Company Stockholders’ Meeting, or upon the taking of a written consent of stockholders for such purpose: least ten percent (a10%) the holders of the Series B Preferred total number of shares of Company Common Stock shall have outstanding (the right, voting separately as a class (to the exclusion of all other classes or series of the Company’s capital stock“Minimum Holding”), the Company shall take all necessary or desirable actions to elect the Series B Preferred Directors, as provided in the Certificate of Designation, and (b) the remaining allow up to two (2) directors individuals designated by the Purchaser Group collectively to attend all meetings of the CompanyBoard of Directors in a non-voting capacity (such individuals, the “Observers”); provided, however, that each Observer must agree enter into a customary confidentiality agreement with the Company prior to attending any such meeting; and provided further that the Company shall not unreasonably withhold information or exclude the Observers except (i) where access to such information or attendance at such meeting would adversely affect the attorney-client privilege, or (ii) to avoid an actual conflict of whom shall be independent under applicable Nasdaq and SEC rulesinterest, shall be elected in each case as reasonably determined by the holders Board of Voting SecuritiesDirectors, voting together as provided that in such case the Company shall use commercially reasonable efforts to provide a single class on an as-converted to Common Stock basis (redacted version or alternative means of providing substantially the “Remaining Directors”)same information. (c) Any Series B Preferred Director elected pursuant The Company shall take all actions necessary to Section 2 ensure that, immediately upon conversion of the Certificate Notes in full: (i) the authorized size of Designation the Board of Directors is increased to eight (8) members (or such other number as may be removed at any time, with or without cause byagreed in writing by the Purchasers), and only by(ii) the Purchaser Group is collectively entitled to designate two (2) individuals for appointment to the Board of Directors, and the affirmative vote, given Company shall cause such designees to be duly appointed and thereafter nominated for re-election (to the extent that the Purchasers desire any such designee to be so nominated) at a each applicable shareholder meeting or by written consent, of the holder(s) who designated or nominated such director. The Remaining Directors may be removed at any time, with or without cause by the affirmative vote, given at a meeting or by written consent, of the holders of the Voting Securities, voting together as a single class on an as-converted (subject to Common Stock basiscustomary qualification and fiduciary duty requirements). (d) The Series B Preferred Directors shall be entitled Each Purchaser acknowledges and agrees that any such individuals appointed or elected to reimbursement from the Company for all costs and expenses in attending any meetings of the Board or any committee thereof, as provided in the Certificate of Designation. The Company shall notify the Series B Preferred Directors of all regular and special meetings of the Board and any committee of the Board of which any Directors will be governed by the same obligations and duties regarding confidentiality, conflicts of interest, related party transactions, fiduciary duties, codes of conduct, trading and disclosure policies, director resignation and other governance guidelines and policies of the Series B Preferred Company as are applicable to the independent directors of the Company generally, as they may be modified from time to time. (e) The Purchasers shall cause any such individual designated for appointment to resign from the Board of Directors is effective immediately following such time as the Purchasers and the Affiliates of Purchaser collectively no longer maintain the Minimum Holding. In furtherance of the foregoing, the Purchasers agree that, as a member. The Company condition of the appointment or election of any individual designated for appointment to the Board of Directors pursuant to this Section 6(c), such individual shall provide the Series B Preferred Directors with copies of all notices, minutes, consents and other materials provided an irrevocable resignation letter to all other members of the Board concurrently of Directors, which resignation shall become automatically effective immediately upon the Purchasers and the Affiliates of Purchaser no longer maintaining the Minimum Holding. (f) The covenants set forth in this Section 6 shall immediately terminate and be of no further force or effect immediately following such time as such materials are provided to the other membersPurchasers and the Affiliates of Purchasers collectively no longer maintain the Minimum Holding.

Board Representation. (a1) Until The Shareholder shall have, if and for so long as the occurrence Shareholder, together with its Affiliates and certain investment funds for which it acts as investment advisor, beneficially owns or exercises control or direction over, directly or indirectly, at least 10% of an Investor Rights Termination Eventthe outstanding Shares (before giving effect to the exercise, (i) there conversion or exchange of any securities exercisable for, convertible into or exchangeable for Shares), the right to select one individual, who shall be five (5) directors presented to the shareholders of the Company, except Company as otherwise agreed to by Phoenix and part of the Required Holders or as provided in the Certificate management proposed list of Designation; and (ii) Phoenix shall be entitled to nominate two (2) individual directors or director nominees to serve as directors and on the Required Holders shall be entitled board of directors of the Company (the “Board”) at any shareholder meeting at which directors of the Company are being elected, with such individual being referred to nominate one (1) individual director or director nominee, who shall be independent under applicable Nasdaq and SEC rules, to serve herein as a director“Nominee”; provided, however, that such nomination right shall only be exercisable for so long as provided in the Certificate of Designation Board has at least three members (collectively, including the “Series B Preferred Directors”Nominee). (b2) Until The Company acknowledges that the occurrence of an Investor Rights Termination Event, at each Company Stockholders’ Meeting, or upon Shareholder’s current Nominee on the taking of a written consent of stockholders for such purpose: Board is ▇▇▇▇▇ ▇▇▇▇▇▇▇. (a3) In order to exercise its rights in section 1.1(1) and commencing in the holders fiscal year in which the third annual meeting of the Series B Preferred Stock shall have Company is held, the rightShareholder shall, voting separately as a class (to the exclusion of all other classes or series of by no later than thirty days following the Company’s capital stockfiscal year end, provide the Company with written notice of the Shareholder’s proposed Nominee(s), which individuals shall be subject to elect consideration by the Series B Preferred DirectorsBoard pursuant to the process set forth in Section 1.2(2); provided, however, that if the Shareholder fails to provide such notice, the Shareholder’s proposed Nominee shall be deemed to be the Nominee then serving on the Board. (4) The Nominee will be invited to join certain committees of the Board upon and subject to his or her election as provided a director of the Company and the determination of the Board as to which committee or committees the Nominee will be invited to join. (5) At the request of the Shareholder but subject to the residency requirements in the Certificate by-laws of Designationthe applicable subsidiary, and (b) the remaining two (2) Company shall cause the nominee to be elected to the board of directors of any direct or indirect subsidiary of the Company whose board composition is substantially similar to that of the Board. (6) The Shareholder acknowledges that there is no assurance that the Nominee will be elected to the Board by shareholders. (7) The Shareholder shall provide written notice to the Company promptly upon the Shareholder having knowledge, based on the most recently reported outstanding share number by the Company, each that the Shareholder, together with its Affiliates and certain investment funds for which it acts as investment advisor, beneficially owns, or exercises control or direction over, directly or indirectly, less than 10% of whom shall be independent under applicable Nasdaq and SEC rulesthe outstanding Shares (before giving effect to the exercise, shall be elected by the holders conversion or exchange of Voting Securitiesany securities exercisable for, voting together as a single class on an as-converted to Common Stock basis (the “Remaining Directors”convertible into or exchangeable for Shares). (c) Any Series B Preferred Director elected pursuant to Section 2 of the Certificate of Designation may be removed at any time, with or without cause by, and only by, the affirmative vote, given at a meeting or by written consent, of the holder(s) who designated or nominated such director. The Remaining Directors may be removed at any time, with or without cause by the affirmative vote, given at a meeting or by written consent, of the holders of the Voting Securities, voting together as a single class on an as-converted to Common Stock basis. (d) The Series B Preferred Directors shall be entitled to reimbursement from the Company for all costs and expenses in attending any meetings of the Board or any committee thereof, as provided in the Certificate of Designation. The Company shall notify the Series B Preferred Directors of all regular and special meetings of the Board and any committee of the Board of which any of the Series B Preferred Directors is a member. The Company shall provide the Series B Preferred Directors with copies of all notices, minutes, consents and other materials provided to all other members of the Board concurrently as such materials are provided to the other members.

Board Representation. (a) Until As soon as reasonably practicable following the occurrence of an Investor Rights Termination Eventdate hereof (and, in any event, within thirty (i30) there shall be five (5) directors of the Company, except as otherwise agreed to by Phoenix and the Required Holders or as provided in the Certificate of Designation; and (ii) Phoenix shall be entitled to nominate two (2) individual directors or director nominees to serve as directors and the Required Holders shall be entitled to nominate one (1) individual director or director nominee, who shall be independent under applicable Nasdaq and SEC rules, to serve as a director, as provided in the Certificate of Designation (collectivelydays), the “Series B Preferred Directors”Company shall take all actions necessary to enlarge the Board of Directors by one member and appoint ▇▇. ▇▇▇▇▇ Al Marzooqi to the Board of Directors in accordance with Sections 5.4(b) and 5.4(c). (b) Until For so long as (i) the occurrence Purchaser (together with its Affiliates) has Beneficial Ownership of an Investor Rights a number of shares of Common Stock not less than the Closing Shares (as adjusted for any stock splits, stock dividends, recapitalizations or similar transactions) and (ii) there does not exist a Material Breach (each, a “Termination Event”), at each Company Stockholders’ Meeting, or upon the taking of a written consent of stockholders for such purpose: (a) the holders of the Series B Preferred Stock Purchaser shall have the rightright to designate to the Board of Directors one individual; provided, voting separately however, that such individual must (A) be qualified to serve as a class member of the Board of Directors under all applicable legal, regulatory and stock exchange requirements and (B) agree to the exclusion of comply with all other classes or series of the Company’s capital stock), policies and rules applicable to elect the Series B Preferred Directors, as provided in the Certificate of Designation, Company’s directors (clauses (A) and (bB) the remaining two (2) directors of the Companytogether, each of whom shall be independent under applicable Nasdaq and SEC rules, shall be elected by the holders of Voting Securities, voting together as a single class on an as-converted to Common Stock basis (the “Remaining DirectorsDirector Requirements”). (c) Any Series B Preferred Director elected pursuant Prior to Section 2 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 Certificate Board of Designation may be removed Directors upon a Termination Event or at any timethe Purchaser’s request, with or without cause byas applicable. The Purchaser acknowledges and agrees that such an agreement is in the best interest of the Company and the Purchaser, and only by, that the affirmative vote, given at Company shall be a meeting or by written consent, third- party beneficiary of the holder(s) who designated or nominated terms and conditions of such director. The Remaining Directors may be removed at any timean agreement, with or without cause by and the affirmative vote, given at a meeting or by written consent, Company shall have the right to enforce the rights of the holders of Purchaser under such an agreement to the Voting Securities, voting together extent such rights arise as a single class on an as-converted to Common Stock basisresult of a Termination Event. (d) The Series B Preferred Directors shall be For so long as the Purchaser is entitled to reimbursement from designate any individual to the Board of Directors pursuant to this Section 5.4 and subject to the Director Requirements, the Company shall take all action reasonably available to it to cause such individual (or any replacement designated by the Purchaser) to be included in the slate of nominees recommended by the Board of Directors to the Company’s stockholders for all costs and expenses in attending any meetings election as directors at each annual meeting of the stockholders of the Company (and/or in connection with any election by written consent) and the Company shall use the same efforts to cause the election of such nominee as it uses to cause other nominees recommended by the Board of Directors to be elected, including soliciting proxies in favor of the election of such nominee. (e) In the event that a vacancy is created at any time by the death, disability, retirement, resignation or any committee thereofremoval (with or without cause) of a director nominated or designated pursuant to this Section 5.4, as provided or in the Certificate event of Designationthe 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 by one seat and such vacancy shall then be filled by such replacement designated by the Purchaser. The Company shall notify take all action reasonably available to it to cause such vacancy to be filled by the Series B Preferred Directors of all regular replacement so designated, and special meetings of the Board and any committee of the Board of which any of the Series B Preferred Directors is a member. The Company shall provide the Series B Preferred Directors with copies of all notices, minutes, consents and other materials provided promptly elect such designee to all other members of the Board concurrently as such materials are provided to the other membersof Directors.

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

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

Board Representation. (a) Until the occurrence of an Investor Rights Termination Event, (i) there shall be five (5) directors Until such time as the rights of the CompanyStockholder are terminated or reduced in accordance with Section 8(f), except as otherwise agreed to by Phoenix and (A) the Required Holders or as provided in the Certificate of Designation; and (ii) Phoenix Stockholder shall be entitled to designate one (1) person for the Board to nominate for election to the Board as provided in Section 8(b) hereof and (B) at any time the Stockholder is the Beneficial Owner of at least twenty-five percent (25%) of the Voting Securities outstanding at such time, the Stockholder shall be entitled to designate for nomination for election to the Board an aggregate of two (2) individual directors members of the Board (each such person so designated, a “Board Designee” and, in connection with (B), together such designated persons, the “Board Designees”); provided, however, that any Board Designee must also be subject to the approval of the Board’s nominating and corporate governance committee, such approval not to be unreasonably withheld; provided, further, that notwithstanding any term to the contrary in this Stockholder Agreement, in no circumstances may the Stockholder appoint, recommend, or designate any person other than the Board Designee or Board Designees, as applicable, designated by the Stockholder pursuant to this Section 8(a) or appointed to fill a vacancy by the Stockholder as provided in Section 8(e) to serve on the Board. (ii) Any Board Designee must, as evaluated and determined by the Board in its good faith discretion, (A) not be prohibited from serving as a director pursuant to any rule or regulation promulgated by the SEC or any national securities exchange on which the Voting Securities are listed; (B) not be, by any order, judgment, or decree, enjoined from or otherwise limited with respect to serving as a director of a public company; (C) not be an employee, officer or director nominees of a Competitor of the Company; and (D) be and remain in compliance with all of the same policies, procedures, codes, rules, standards and guidelines applicable to serve all of the other members of the Board, including the Company’s certificate of incorporation and by-laws, each as directors then in effect, corporate governance guidelines, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ policy (including pre-clearance policies and the Required Holders shall be entitled to nominate procedures), and policies on stock ownership, public disclosures and confidentiality. In addition, at least one (1) individual director Board Designee designated pursuant to Section 8(a)(i)(B) must (A) qualify as independent within the meaning of (I) NYSE Listed Company Manual Rule 303A.02 (or director nomineeas required by any other exchange on which shares of Common Stock may be listed) for the purposes of Board service, who shall be independent under applicable Nasdaq including service as an audit committee member on the Board’s audit committee and SEC rules, to serve service as a directorcompensation committee member on the Board’s compensation committee; (II) Rule 10A-3 under the Exchange Act for the purposes of audit committee service on the Board’s audit committee; (III) Rule 16b-3 under the Exchange Act for the purposes of service on the Board committee charged with approving transactions in Company securities between the Company and its directors and officers (for the purposes of which, as provided in the Certificate of Designation (collectively, the “Series B Preferred Directors”). (b) Until the occurrence of an Investor Rights Termination Event, at each Company Stockholders’ Meeting, or upon the taking of a written consent of stockholders for such purpose: (a) the holders of the Series B Preferred Stock independent” shall have the right, voting separately same meaning as a class “non-employee” director); and (to the exclusion of all other classes or series of IV) the Company’s capital stock), to elect the Series B Preferred Directors, as provided in the Certificate of Designation, corporate governance and independence policies and guidelines; and (bB) the remaining two (2) directors of the Companynot be an employee, each of whom shall officer or director of, or otherwise be independent under applicable Nasdaq and SEC rules, shall be elected by the holders of Voting Securities, voting together as a single class on an as-converted to Common Stock basis (the “Remaining Directors”). (c) Any Series B Preferred Director elected pursuant to Section 2 of the Certificate of Designation may be removed at any time, with or without cause by, and only byAffiliate of, the affirmative vote, given at a meeting or by written consent, of the holder(s) who designated or nominated such director. The Remaining Directors may be removed at any time, with or without cause by the affirmative vote, given at a meeting or by written consent, of the holders of the Voting Securities, voting together as a single class on an as-converted to Common Stock basisStockholder. (d) The Series B Preferred Directors shall be entitled to reimbursement from the Company for all costs and expenses in attending any meetings of the Board or any committee thereof, as provided in the Certificate of Designation. The Company shall notify the Series B Preferred Directors of all regular and special meetings of the Board and any committee of the Board of which any of the Series B Preferred Directors is a member. The Company shall provide the Series B Preferred Directors with copies of all notices, minutes, consents and other materials provided to all other members of the Board concurrently as such materials are provided to the other members.

Board Representation. (a) Until the occurrence of an Investor Rights Termination Event, (i) there Following the Second Closing, the Company shall be five (5) directors of the Company, except as otherwise agreed to by Phoenix and the Required Holders or as provided in the Certificate of Designation; and (ii) Phoenix shall be entitled to nominate allow two (2) individual directors or director nominees to serve as directors and individuals (collectively, the Required Holders shall be “Observers”), with each Purchaser being entitled to nominate one (1) individual director or director nominee, who shall be independent under applicable Nasdaq and SEC rulesObserver, to serve as a director, as provided in the Certificate of Designation (collectively, the “Series B Preferred Directors”). (b) Until the occurrence of an Investor Rights Termination Event, at each Company Stockholders’ Meeting, or upon the taking of a written consent of stockholders for such purpose: (a) the holders of the Series B Preferred Stock shall have the right, voting separately as a class (to the exclusion of attend all other classes or series of the Company’s capital stock), to elect the Series B Preferred Directors, as provided in the Certificate of Designation, and (b) the remaining two (2) directors of the Company, each of whom shall be independent under applicable Nasdaq and SEC rules, shall be elected by the holders of Voting Securities, voting together as a single class on an as-converted to Common Stock basis (the “Remaining Directors”). (c) Any Series B Preferred Director elected pursuant to Section 2 of the Certificate of Designation may be removed at any time, with or without cause by, and only by, the affirmative vote, given at a meeting or by written consent, of the holder(s) who designated or nominated such director. The Remaining Directors may be removed at any time, with or without cause by the affirmative vote, given at a meeting or by written consent, of the holders of the Voting Securities, voting together as a single class on an as-converted to Common Stock basis. (d) The Series B Preferred Directors shall be entitled to reimbursement from the Company for all costs and expenses in attending any meetings of the Board or any committee thereofof Directors in a non-voting capacity, as provided and in connection therewith, the Certificate of Designation. The Company shall notify give the Series B Preferred Directors of all regular and special meetings of the Board and any committee of the Board of which any of the Series B Preferred Directors is a member. The Company shall provide the Series B Preferred Directors with Observers copies of all notices, minutes, consents and other materials, financial or otherwise, which the Company provides to the Board of Directors, which copies shall be sent to the Observers at the same time that they are sent to the Board of Directors; provided, however, that the Company reserves the right to exclude the Observers from access to any material or meeting or portion thereof if the Company believes, upon written advice of outside legal counsel, that such exclusion is reasonably necessary to preserve the attorney-client privilege or is prohibited by applicable Law; and provided, further, that the Observers shall enter into confidentiality agreements in mutually agreeable form before any Observer may attend any meeting of the Board of Directors or obtain any copies of the foregoing materials provided to all other members the Board of Directors. The good faith decision of the Board concurrently as of Directors with respect to the privileged or confidential nature of such materials are information shall be final and binding. The observer rights applicable to any particular Purchaser provided by this Section 4.11(a)(i) shall terminate on the date on which such Purchaser’s Purchaser Nominee is first actually appointed or elected to the Board of Directors. For purposes of clarity, the parties acknowledge and agree that, in the event the Second Closing does not occur in accordance with the terms of this Agreement, this Section 4.11 shall be null and void and the Purchasers shall have no rights to designate Observers or Purchaser Nominees. (ii) To the extent permitted by applicable law and the rules of the principal exchange on which the Common Stock is then listed or traded, following and conditioned upon the Second Closing, and in any case only after the Company’s 2017 Annual Meeting of Stockholders, each Purchaser shall, subject to the other membersterms of this Section 4.11, have the right to nominate one (1) individual for election to the Board of Directors (the “Purchaser Nominees”) in each election of directors from and after the Company’s 2017 Annual Meeting of Stockholders. The number of Purchaser Nominees shall not exceed two (2) individuals. (iii) If the Second Closing is consummated, (x) the Board of Directors shall promptly expand the Board of Directors so that there are an additional two (2) vacant seats on the Board of Directors and shall fill such vacancies with the Purchaser Nominees and (y) the Company shall take all action necessary to call, give notice of, convene and hold a meeting of the stockholders of the Company to consider and vote on a proposal to approve the issuance and sale of the Third Closing Shares pursuant to and in accordance with the terms of this Agreement (the “Stockholder Proposal” and, such meeting, the “Stockholders’ Meeting”), including taking all action necessary to file or cause to be filed with the Commission a proxy statement (the “Proxy Statement”) in respect of such Stockholders’ Meeting and Stockholder Proposal. The Stockholders’ Meeting shall be held (on a date selected by the Company in consultation with Purchasers) as promptly as practicable after the Second Closing Date. The Board of Directors shall recommend that the stockholders of the Company adopt and approve the Stockholder Proposal and the Company shall include such recommendation in the Proxy Statement. (iv) The Company shall use commercially reasonable efforts to cause the Proxy Statement to comply in all material respects in form and substance with the rules and regulations promulgated by the Commission and to respond promptly to any comments of the Commission or its staff with respect to the Proxy Statement. The Purchasers shall furnish to the Company all information concerning themselves and the Purchaser Nominees as the Company may reasonably request in connection with the preparation of the Proxy Statement or which may be required under applicable Law. The Company shall promptly notify the Purchasers upon the receipt of any comments from the Commission or its staff or any request from the Commission or its staff for amendments or supplements to the Proxy Statement, shall consult with the Purchasers prior to responding to any such comments or requests or filing any amendment or supplement to the Proxy Statement, and shall provide the Purchasers with copies of all correspondence between the Company and its representatives, on the one hand, and the Commission and its staff, on the other hand. The Company will use commercially reasonable efforts to cause the Proxy Statement to be mailed, or distributed electronically in compliance with the Commission’s Notice and Access model, to all of the stockholders of the Company as promptly as practicable following the clearance of the Proxy Statement by the Commission (or expiration of applicable period for comments). Notwithstanding anything to the contrary stated above, prior to filing and mailing the Proxy Statement (or any amendment or supplement thereto) or responding to any comments of the Commission with respect thereto, the Company shall provide the Purchasers a reasonable opportunity to review and comment on such document or response and shall discuss with the Purchasers and include in such document or response comments reasonably proposed by the Purchasers. (v) Each Purchaser will notify the Company promptly, and in any event within two (2) Business Days, of any event that results in a reduction in the number of shares of Common Stock that such Purchaser beneficially owns, which notice will set forth the number of Shares beneficially owned by such Purchaser immediately following the occurrence of such event. (vi) For so long as any Purchaser has the right to nominate a Purchaser Nominee for election pursuant to Section 4.11(a)(ii), in connection with each election of directors, subject to this Section 4.11(a)(vi), the Company shall nominate such Purchaser Nominee for election as a director as part of the slate that is included in the proxy statement of the Company relating to the election of directors; provided, however, that in the event that any Purchaser ceases to both beneficially own at least four and one-half percent (4.5%) of the total issued and outstanding Common Stock as of any particular date and hold at least 67% of the Shares purchased hereunder by such Purchaser at the Closings (after giving effect to any share splits, reclassifications or similar corporate transactions), then the Company shall cease to have any obligations to nominate the Purchaser Nominee nominated by such Purchaser for election as a director under this Section 4.11. For the avoidance of doubt, in any such instance, the Company’s obligations in respect of the other Purchaser’s Purchaser Nominee shall remain unaffected. (vii) In the event that any Purchaser Nominee shall cease to serve as a director for any reason (other than the failure of the stockholders of the Company to elect such person as a director or the resignation or removal of such director as a result of the Purchasers not having the right to nominate a director pursuant to Section 4.11(a)(vi)), the Purchaser who nominated such Purchaser Nominee shall have the right to designate another individual to fill the vacancy resulting therefrom. For the avoidance of doubt, it is understood that the failure of the stockholders of the Company to elect any Purchaser Nominees shall not affect the right of any Purchaser, as the case may be, to designate a Purchaser Nominee for election pursuant to Section 4.11(a)(ii) in connection with any future election of directors of the Company. (viii) Notwithstanding the foregoing, as a condition to any Purchaser Nominee’s appointment to the Board of Directors and nomination for election as a director of the Company at the Company’s annual meetings of stockholders: (A) Purchasers and each such Purchaser Nominee must in all material respects provide to the Company (1) all information reasonably requested by the Company that is required to be or customarily disclosed for directors, candidates for directors, and their affiliates and representatives in a proxy statement or other filings under applicable law or regulation or stock exchange rules or listing standards, in each case, relating to their nomination or election as a director of the Company or the Company’s operations in the ordinary course of business and (2) information reasonably requested by the Company in connection with assessing eligibility, independence and other criteria applicable to directors or satisfying compliance and legal or regulatory obligations, in each case, relating to their nomination or election as a director of the Company or the Company’s operations in the ordinary course of business, with respect to Purchasers, its Affiliates and the applicable Purchaser Nominee; (B) each such Purchaser Nominee must be qualified to serve as a director of the Company under the Delaware General Corporation Law to the same extent as all other directors of the Company; (C) each such Purchaser Nominee shall satisfy all relevant Nasdaq Stock Market, or other applicable exchange, rules and regulations; (D) each such Purchaser Nominee shall be reasonably acceptable to the Nominating and Corporate Governance Committee of the Board; and (E) each such Purchaser Nominee must satisfy the requirements set forth in the Company’s code of conduct and securities trading policy and other similar policies, in each case as currently in effect with such changes thereto (or such successor policies) as are applicable to all other directors, as are adopted in good faith by the Board, and do not by their terms adversely impact any Purchaser Nominee relative to all other directors. The Company will make all information requests pursuant to this Section 4.11(a)(viii) in good faith in a timely manner that allows Purchasers and each such Purchaser Nominee a reasonable amount of time to provide such information, and will cooperate in good faith with Purchasers and each such Purchaser Nominee in connection with their efforts to provide the requested information. (ix) Purchasers hereby covenant and agree (A) not to designate or participate in the designation of any director designee who, to Purchasers’ knowledge, does not satisfy all relevant Nasdaq Stock Market, or other applicable exchange, rules and regulations (a “Disqualified Designee”), (B) that in the event Purchasers become aware that any individual previously designated by Purchasers is or has become a Disqualified Designee, then Purchasers shall notify the Company promptly in writing and as promptly as practicable Purchasers shall take such actions as are necessary to remove any such Disqualified Designee from the Board and designate a replacement designee who is not a Disqualified Designee, and (C) for so long as there is any Purchaser Nominee or Observer, Purchasers will, and will cause any Purchaser Nominee to, comply with the Company’s i▇▇▇▇▇▇ ▇▇▇▇▇▇▇ policy, securities trading policy and other similar policies.

Board Representation. (a) Until As soon as reasonably practicable following the occurrence of an Investor Rights Termination Eventdate hereof (and, in any event, within thirty (i30) there shall be five (5) directors of the Company, except as otherwise agreed to by Phoenix and the Required Holders or as provided in the Certificate of Designation; and (ii) Phoenix shall be entitled to nominate two (2) individual directors or director nominees to serve as directors and the Required Holders shall be entitled to nominate one (1) individual director or director nominee, who shall be independent under applicable Nasdaq and SEC rules, to serve as a director, as provided in the Certificate of Designation (collectivelydays), the “Series B Preferred Directors”Company shall take all actions necessary to enlarge the Board of Directors by one member and appoint ▇▇. ▇▇▇▇▇ Al Marzooqi to the Board of Directors in accordance with Sections 5.4(b) and 5.4(c). (b) Until For so long as (i) the occurrence Purchaser (together with its Affiliates) has Beneficial Ownership of an Investor Rights a number of shares of Common Stock not less than the Closing Shares (as adjusted for any stock splits, stock dividends, recapitalizations or similar transactions) and (ii) there does not exist a Material Breach (each, a “Termination Event”), at each Company Stockholders’ Meeting, or upon the taking of a written consent of stockholders for such purpose: (a) the holders of the Series B Preferred Stock Purchaser shall have the rightright to designate to the Board of Directors one individual; provided, voting separately however, that such individual must (A) be qualified to serve as a class member of the Board of Directors under all applicable legal, regulatory and stock exchange requirements and (B) agree to the exclusion of comply with all other classes or series of the Company’s capital stock), policies and rules applicable to elect the Series B Preferred Directors, as provided in the Certificate of Designation, Company’s directors (clauses (A) and (bB) the remaining two (2) directors of the Companytogether, each of whom shall be independent under applicable Nasdaq and SEC rules, shall be elected by the holders of Voting Securities, voting together as a single class on an as-converted to Common Stock basis (the “Remaining DirectorsDirector Requirements”). (c) Any Series B Preferred Director elected pursuant Prior to Section 2 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 Certificate Board of Designation may be removed Directors upon a Termination Event or at any timethe Purchaser’s request, with or without cause byas applicable. The Purchaser acknowledges and agrees that such an agreement is in the best interest of the Company and the Purchaser, and only by, that the affirmative vote, given at Company shall be a meeting or by written consent, third-party beneficiary of the holder(s) who designated or nominated terms and conditions of such director. The Remaining Directors may be removed at any timean agreement, with or without cause by and the affirmative vote, given at a meeting or by written consent, Company shall have the right to enforce the rights of the holders of Purchaser under such an agreement to the Voting Securities, voting together extent such rights arise as a single class on an as-converted to Common Stock basisresult of a Termination Event. (d) The Series B Preferred Directors shall be For so long as the Purchaser is entitled to reimbursement from designate any individual to the Board of Directors pursuant to this Section 5.4 and subject to the Director Requirements, the Company shall take all action reasonably available to it to cause such individual (or any replacement designated by the Purchaser) to be included in the slate of nominees recommended by the Board of Directors to the Company’s stockholders for all costs and expenses in attending any meetings election as directors at each annual meeting of the stockholders of the Company (and/or in connection with any election by written consent) and the Company shall use the same efforts to cause the election of such nominee as it uses to cause other nominees recommended by the Board of Directors to be elected, including soliciting proxies in favor of the election of such nominee. (e) In the event that a vacancy is created at any time by the death, disability, retirement, resignation or any committee thereofremoval (with or without cause) of a director nominated or designated pursuant to this Section 5.4, as provided or in the Certificate event of Designationthe 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 by one seat and such vacancy shall then be filled by such replacement designated by the Purchaser. The Company shall notify take all action reasonably available to it to cause such vacancy to be filled by the Series B Preferred Directors of all regular replacement so designated, and special meetings of the Board and any committee of the Board of which any of the Series B Preferred Directors is a member. The Company shall provide the Series B Preferred Directors with copies of all notices, minutes, consents and other materials provided promptly elect such designee to all other members of the Board concurrently as such materials are provided to the other membersof Directors.

Board Representation. (a) Until the occurrence of an Investor Rights Termination Event, The Purchaser covenants and agrees that it will appoint one (i1) there shall be five (5) directors nominee of the CompanyVendor (the “Nominee”), except as namely ▇▇▇▇ ▇▇▇▇▇▇▇ unless otherwise agreed to by Phoenix the Purchaser (such agreement by Purchaser not to be unreasonably withheld), to the board of directors of the Purchaser on the Closing Date. For a period of three (3) years following the Closing Date, and the Required Holders or as provided in the Certificate for a period of Designation; and (ii) Phoenix shall be entitled to nominate two (2) individual years thereafter provided that the Vendor holds ten percent (10%) or more of the outstanding common shares of the Purchaser at the time of the preparation of the Purchaser’s annual proxy circular, the Purchaser will take all appropriate steps to ensure that the Purchaser shall, annually in conjunction with the preparation of its annual proxy circular, include the Nominee as part of management’s proposed slate of directors to be elected by shareholders of the Purchaser. (b) The Vendor shall provide all information as may be reasonably requested or director nominees required by the Purchaser with respect to serve the Nominee, including information regarding the Nominee that would be required to be disclosed by the Purchaser pursuant to Securities Laws. The Vendor shall provide the Purchaser with a “Consent to Act as directors Director” pursuant to the Canada Business Corporations Act and a Personal Information Form (Form 2A) or Declaration (Form 2C1), as applicable, for such Nominee for submission to the Required Holders shall be entitled to nominate one (1) individual director or director nominee, who shall be independent under applicable Nasdaq and SEC rules, TSX-V as soon as practicable. In the event that the Nominee is unable for any reason to serve as a director, as provided in the Certificate including lack of Designation (collectivelyqualifications, unwillingness to serve or failure to receive TSX-V approval for his or her appointment or election, the “Series B Preferred Directors”). (b) Until the occurrence of an Investor Rights Termination Event, at each Company Stockholders’ Meeting, or upon the taking of a written consent of stockholders for such purpose: (a) the holders of the Series B Preferred Stock shall have the right, voting separately as a class (to the exclusion of all other classes or series of the Company’s capital stock), to elect the Series B Preferred Directors, as provided in the Certificate of Designation, and (b) the remaining two (2) directors of the Company, each of whom shall be independent under applicable Nasdaq and SEC rules, shall be elected by the holders of Voting Securities, voting together as a single class on an as-converted to Common Stock basis (the “Remaining Directors”). (c) Any Series B Preferred Director elected pursuant to Section 2 of the Certificate of Designation may be removed at any time, with or without cause by, and only by, the affirmative vote, given at a meeting or by written consent, of the holder(s) who designated or nominated such director. The Remaining Directors may be removed at any time, with or without cause by the affirmative vote, given at a meeting or by written consent, of the holders of the Voting Securities, voting together as a single class on an as-converted to Common Stock basis. (d) The Series B Preferred Directors Vendor shall be entitled to reimbursement from name another Nominee to fill such position, subject to approval of such other Nominee by the Company for all costs Purchaser (such approval not to be unreasonably withheld), and expenses in attending any meetings of the Board or any committee thereof, as provided in the Certificate of Designation. The Company shall notify the Series B Preferred Directors of all regular and special meetings of the Board and any committee of the Board of which any of the Series B Preferred Directors is a member. The Company Vendor shall provide the Series B Preferred Directors with copies of all notices, minutes, consents information and other materials provided to all other members of the Board concurrently documents as noted in this Section 7.12 for such materials are provided to the other membersNominee.

Board Representation. The Initial Beneficial Owners shall have the right to designate (a) Until two members of the occurrence Board of an Investor Rights Termination EventDirectors and, (i) there shall be five (5) in the event that a Permitted Reorganization is consummated, one member to the board of directors of the Company, except as otherwise agreed to by Phoenix and the Required Holders or as provided in the Certificate of Designation; and (ii) Phoenix shall be entitled to nominate two (2) individual directors or director nominees to serve as directors and the Required Holders shall be entitled to nominate one (1) individual director or director nominee, who shall be independent under applicable Nasdaq and SEC rules, to serve as a director, as provided in the Certificate of Designation (collectively, the “Series B Preferred Directors”). (b) Until the occurrence of an Investor Rights Termination Event, if at each Company Stockholders’ Meeting, or upon the taking of a written consent of stockholders for such purpose: (a) the holders least $125.0 million aggregate principal amount of the Series B Preferred Stock shall have the right, voting separately as a class (to the exclusion of all other classes or series of the Company’s capital stock), to elect the Series B Preferred Directors, as provided in the Certificate of Designation, Notes remain outstanding and (b) one member of the remaining Board of Directors if less than $125.0 million aggregate principal amount of the Notes remain outstanding but greater than $50.0 million aggregate principal amount of the Notes remain outstanding (each, a “Noteholder Director”), in each case to be appointed to the Board of Directors promptly following such designation, and TopCo or the Company, as applicable, shall cause such Noteholder Directors to be duly appointed or elected to the Board of Directors; provided, however, that in no event shall the rights under the indenture governing the Company’s 5.50% Senior Notes due 2026 or this Second Supplemental Indenture allow the Initial Beneficial Owners to designate more than two members to the Board of Directors (2) and one member to the board of directors of the Company, each in the event that a Permitted Reorganization is consummated) if the threshold described in clause (a) above is reached, or to designate more than one member to the Board of whom shall Directors if the threshold described in clause (b) above is reached; provided, further, that such directors (x) must be independent under applicable Nasdaq and SEC rules, shall be elected by the holders of Voting Securities, voting together reasonably qualified to serve as a single class on an as-converted to Common Stock basis (the “Remaining Directors”). (c) Any Series B Preferred Director elected pursuant to Section 2 of the Certificate of Designation may be removed at any time, with or without cause by, and only by, the affirmative vote, given at a meeting or by written consent, of the holder(s) who designated or nominated such director. The Remaining Directors may be removed at any time, with or without cause by the affirmative vote, given at a meeting or by written consent, of the holders of the Voting Securities, voting together as a single class on an as-converted to Common Stock basis. (d) The Series B Preferred Directors shall be entitled to reimbursement from the Company for all costs and expenses in attending any meetings of the Board or any committee thereof, as provided in the Certificate of Designation. The Company shall notify the Series B Preferred Directors of all regular and special meetings of the Board and any committee member of the Board of which any Directors (or the board of directors of the Series B Preferred Directors is Company, as the case may be) and (y) are not prohibited from acting as a member. The Company shall provide the Series B Preferred Directors with copies of all notices, minutes, consents and other materials provided to all other members member of the Board concurrently of Directors (or the board of directors of the Company, as the case may be) by any applicable law or regulation (including but not limited to U.S. securities laws and New York Stock Exchange regulations). In the event that any Noteholder Director resigns or is removed from office, TopCo or the Company, as applicable, agrees to take all necessary actions to install, in lieu of such materials are provided to person, such new person on the other membersBoard of Directors or the board of directors of the Company as may be designated by the Initial Beneficial Owners, in accordance with this Section 5.09.” (e) Section 5.09. Board Representation in the Ninth Supplemental Indenture is hereby deleted in its entirety and replaced in lieu thereof with the following:

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

Board Representation. (a) Until Unless a breach by Investor or any of its Affiliates of Section 2.5 has occurred and is continuing, for so long as Investor (together with the occurrence Permitted Transferees) Beneficially Owns at least 10.0% of the outstanding Company Voting Securities, Investor shall have the right, but not the obligation, by notice in writing to the Company (in accordance with Section 2.1(e)) to designate one person (who is not a U.S. citizen or resident) for nomination for election to the Board (such designee, a “Nominee” and, following his or her appointment to the Board, an “Investor Rights Termination EventDirector”); provided, however, that such person satisfies any applicable requirements imposed by the Company’s memorandum and articles of association (i) there shall be five (5) and that are applicable to directors of the CompanyCompany generally) and all applicable laws, except as otherwise agreed regulations, rules and codes of practice. For the avoidance of doubt, in addition to fiduciary obligations imposed by Phoenix and the Required Holders or as provided in the Certificate of Designation; and (ii) Phoenix applicable law, each Investor Director shall be entitled subject to nominate two (2) individual the provisions of the Company’s memorandum and articles of association applicable to directors of the Company generally, including those provisions relating to matters in respect of which a director has a material interest or director nominees is otherwise interested, and all laws, regulations, rules and codes of practice as may be applicable from time to serve as directors and the Required Holders shall be entitled to nominate one (1) individual director or director nominee, who shall be independent under applicable Nasdaq and SEC rules, to serve as a director, as provided in the Certificate of Designation (collectively, the “Series B Preferred Directors”)time. (b) Until For so long as Investor has the occurrence right to designate any person for nomination for election to the Board pursuant to Section 2.1(a), the Company agrees, subject to its memorandum and articles of an Investor Rights Termination Eventassociation, to take all lawful action to procure, at each Company Stockholders’ Meeting, or upon the taking of a written consent of stockholders for such purpose: (a) the holders next scheduled meeting of the Series B Preferred Stock shall have the right, voting separately as a class (to the exclusion of all other classes or series Board occurring not less than 30 days following receipt of the Company’s capital stocknotice referred to in Section 2.1(a) (or, in the case of the first Nominee designated pursuant to Section 2.1(a), to elect the Series B Preferred Directorsextent such notice is received not less than 30 days prior to Completion, as provided in no later than 5 Business Days following Completion), the Certificate co-option of Designationthe Nominee to the Board and thereafter to use its reasonable best efforts to procure, and (b) at the remaining two (2) directors next annual general meeting of shareholders of the Company, each the re-election of whom shall be independent under applicable Nasdaq and SEC rulesthe Investor Director to the Board, shall including by (1) nominating such individual to be elected by the holders of Voting Securities, voting together as a single class on an as-converted to Common Stock basis director as provided herein, (2) including such nomination and other required information regarding such individual in the “Remaining Directors”)Company’s proxy statement for the annual general meeting of shareholders of the Company and (3) soliciting or causing the solicitation of proxies in connection with the election of such individual as a director. (c) Any Series B Preferred In the event that the Investor Director is not re-elected to the Board at such annual general meeting, Investor will, for so long as it has the right to designate any person for nomination for election to the Board pursuant to Section 2 2.1(a), be entitled to designate (in accordance with Section 2.1(a)) an alternative person as Nominee and the provisions of the Certificate of Designation may be removed at Section 2.1(b) will apply to any time, with or without cause by, and only by, the affirmative vote, given at a meeting or by written consent, of the holder(s) who designated or nominated such director. The Remaining Directors may be removed at any time, with or without cause by the affirmative vote, given at a meeting or by written consent, of the holders of the Voting Securities, voting together as a single class on an as-converted to Common Stock basisalternative person so designated. (d) The Series B Preferred Directors For so long as Investor has the right to designate any person for nomination for election to the Board pursuant to Section 2.1(a), in the event that a vacancy is created at any time by the death, disability, retirement, resignation or removal (with or without cause) of an Investor Director, Investor shall be entitled have the right to reimbursement from designate (in accordance with Section 2.1(a)) a replacement to fill such vacancy, and the provisions of Section 2.1(b) will apply to any replacement person so designated. For so long as Investor has the right to designate any person for nomination for election to the Board pursuant to Section 2.1(a), the Company shall not take any action to cause the removal of an Investor Director without cause unless it is directed to do so by Investor, and if the Company is so directed, the Company shall take all necessary or desirable and lawful actions to effect such removal and to elect a replacement Investor Director as provided in the immediately preceding sentence. In addition, for so long as Investor has the right to designate any person as an Investor Director, any such Investor Director may, subject to the applicable provisions of the Company’s memorandum and articles of association and all applicable laws, regulations, rules and codes of practice, designate at any time an alternate (an “Alternate Investor Attendee”) to attend a meeting of the Board in lieu of such Investor Director (and subject to the provisions of this Agreement applicable to such Investor Director). (e) In respect of any newly-proposed Nominee, Investor shall notify the Company of the proposed Nominee, in writing, together with all information concerning such person that is reasonably requested by the Company, including, without limitation, such information as is necessary to comply with applicable disclosure rules. (f) The Company agrees to reimburse each Investor Director and Alternate Investor Attendee for all costs reasonable and documented out-of-pocket expenses incurred in connection with the performance of his or her duties as an Investor Director and Alternate Investor Attendee, as the case may be, including reasonable and documented out-of-pocket expenses incurred in attending any meetings of the Board or any committee thereof, and each Investor Director shall be entitled to indemnification arrangements, director and officer insurance coverage and other similar protections equivalent to such arrangements and insurance coverage applicable to all non-employee directors of the Company or to which all non-employee directors of the Company are entitled or receive. Investor agrees that no Investor Director shall be entitled to any compensation for serving as provided in a director of the Certificate of Designation. Company. (g) The Company shall notify the Series B Preferred Directors Investor Director and Alternate Investor Attendee, as the case may be, of all regular and special meetings of the Board and or any committee of the Board of which any of the Series B Preferred Directors Investor Director is a member. The Company shall provide the Series B Preferred Directors Investor Director and Alternate Investor Attendee, as the case may be, with copies of all notices, minutes, consents and other materials provided to all other members of the Board directors concurrently as such materials are provided to the other membersdirectors. (h) All obligations of the Company pursuant to this Section 2.1 relating to the Investor Director shall terminate immediately, and Investor shall take all lawful action to cause the Investor Director to resign promptly from the Board (and the Company shall be entitled to take all lawful action to remove the Investor Director from the Board), when Investor no longer has the right to designate any person as an Investor Director for nomination for election to the Board pursuant to Section 2.1(a). Without prejudice to the foregoing, at any such time, Investor Director shall not vote or exercise any other rights or powers of office during the period pending resignation. Any vacancy created by such resignation may be filled by the Board or the shareholders of the Company in accordance with the Company’s memorandum of association and articles of association and applicable law. (i) Investor will (i) procure that no Investor Director or Alternate Investor Attendee will pass, directly or indirectly, any information concerning the Company or any Company Subsidiary which may come into his or her possession as Investor Director or Alternate Investor Attendee to any person other than Investor or any direct or indirect holding company of Investor and (ii) comply, and will cause any such direct or indirect holding company of Investor that is the recipient of any such information to comply, with the confidentiality provisions set forth in the CDA with respect to such information.