Common use of Board Representation Clause in Contracts

Board Representation. (a) Following the closing of the Initial Investment, the Purchaser shall be entitled to designate one Qualified Candidate to the Nomination and Governance Committee (the “NGC”) of the Board of Directors of the Company (the “Board”) for appointment to the Board (any such designee, the “Purchaser Director”). Upon such designation, so long as the Purchaser Director is a Qualified Candidate, the NGC shall recommend the appointment of the Purchaser Director and the Board shall appoint such Purchaser Director to fill a vacancy on the Board (it being understood that if no vacancy then exists, the Board shall create such a vacancy by taking such actions as are necessary to increase the size of the Board by one director). Thereafter, neither the NGC nor the Board shall withhold its recommendation for the re-election of such Purchaser Director to the Board. Following the expiration of the Purchaser Director’s initial term, so long as Purchaser’s aggregate beneficial ownership of the Common Stock is equal to or greater than 9.0% of the issued and outstanding Common Stock (without taking into account any reductions in the Purchaser’s ownership stake resulting from (x) new issuances of Common Stock or (y) repurchases by the Company of Common Stock and the requirements of Section 7.4(b)) (the “Fall-away Threshold”), the Company will be required to (i) include the Purchaser Director in the Company’s slate of director nominees and recommend to its shareholders that the Company’s shareholders vote in favor of the electing the Purchaser Director to the Board at the Company’s annual meeting, and (ii) use reasonable best efforts to have the Purchaser Director elected as a director of the Company and the Company shall solicit proxies for each such person to the same extent as it does for any of its other nominees to the Board. (b) The Purchaser shall have the power to designate the Purchaser Director’s replacement upon the death, resignation, retirement, disqualification or removal from office of such director; provided that any such replacement shall be a Qualified Candidate. The Board shall promptly take all action reasonably required to fill the vacancy resulting therefrom with such person (including using all reasonable best efforts to have such person elected as director of the Company and the Company soliciting proxies for such person to the same extent as it does for any of its other nominees to the Board). (c) The Purchaser Director shall be entitled to receive from the Company the same indemnification in connection with his or her role as a director as the other members of the Board, and the Purchaser Director shall be entitled to reimbursement for expenses incurred to the same extent as the other members of the Board. The Company shall notify the Purchaser Director of all regular and special meetings of the Board. The Company shall provide the Purchaser Director with copies of all notices, minutes, consents and other materials provided to all other members of the Board concurrently as such materials are provided to the other members. (d) If the Purchaser no longer beneficially owns an aggregate amount of shares of Common Stock equal to at least the Fall-away Threshold, the Purchaser will have no further rights under this Section 7.1 and, at the written request of the Board, the irrevocable resignation letter described in Section 7.1(f)(iv) shall become operative and the Purchaser Director shall be deemed to have resigned from the Board. (e) The Purchaser Director shall be subject to customary confidentiality and information use restrictions applicable to members of the Board. The Purchaser agrees that the Board may recuse the Purchaser Director by majority vote of the members of the Board (but excluding the Purchaser Director) from the portion of any Board meeting at which the Board or is evaluating or taking action with respect to (i) the exercise of any of the Company’s rights or enforcement of any of the obligations under this Agreement or the Reinsurance Agreement or (ii) any transaction proposed by, or with, the Purchaser or its Affiliates or Representatives. The Board may withhold from the Purchaser Director any material distributed to the directors to the extent directly relating to the subject of that recusal. (f) As a condition to the appointment of the Purchaser Director (including any replacement thereof) or nomination for election as a director of the Company pursuant to this Section 7.1, such Purchaser Director shall provide to the Company: (i) all information reasonably requested by the Company that is required to be or is customarily disclosed for directors, candidates for directors and their respective Affiliates and representatives in a proxy statement or other filings in accordance with Requirements of Law or any stock exchange rules or listing standards; (ii) all information reasonably requested by the Company in connection with assessing eligibility, independence and other criteria applicable to directors or satisfying compliance and legal or regulatory obligations; and (iii) an undertaking in writing by such Purchaser Director, to the extent the same is made by the other members of the Board: (1) to be subject to, bound by and duly comply with the code of conduct and other policies of the Company, in each case, to the extent applicable to all other non-executive directors of the Company; and (2) to provide such additional information reasonably necessary to comply with future legal or regulatory obligations of the Company; and (iv) an irrevocable advance resignation letter pursuant to which the Purchaser Director shall resign from the Board as set forth in this Agreement.

Board Representation. (a) Following the closing S▇▇▇▇▇▇▇’s board of the Initial Investmentdirectors currently consists of five (5) members. Effective as of each Closing Date, the Purchaser shall be entitled to designate one Qualified Candidate to the Nomination and Governance Committee (the “NGC”) of the Board of Directors of the Company (the “Board”) for appointment to the Board (any such designee, the “Purchaser Director”). Upon such designation, so long as the Purchaser Director is a Qualified Candidate, the NGC shall recommend the appointment of the Purchaser Director and the Board shall appoint such Purchaser Director to fill a vacancy on the Board VisionWave (it being understood that if no vacancy then exists, the Board shall create such a vacancy by taking such actions as are necessary to increase the size of the Board by one director). Thereafter, neither the NGC nor the Board shall withhold together with its recommendation for the re-election of such Purchaser Director to the Board. Following the expiration of the Purchaser Director’s initial term, so long as Purchaser’s aggregate beneficial ownership of the Common Stock is equal to or greater than 9.0Affiliates) beneficially owns at least 10% of the issued and outstanding Common Stock SaverOne Ordinary Shares (without taking into account any reductions calculated on a fully diluted basis), SaverOne shall use its best efforts to recommend to and seek the approval of its shareholders, to cause VisionWave to be entitled to designate (1) individual per completed Stage (up to a maximum of three (3) designees in the Purchaseraggregate) for appointment or election to SaverOne’s ownership stake resulting from board of directors (x) new issuances of Common Stock or (y) repurchases by the Company of Common Stock and the requirements of Section 7.4(b)) (the each, a “Fall-away ThresholdVisionWave Designee”). (b) SaverOne shall, and shall cause its shareholders (to the extent necessary and permissible under the Israeli Companies Law) to, take all actions required under its articles of association, applicable corporate approvals, the Company will be required Israeli Companies Law, Nasdaq listing rules, and other applicable Laws to cause the prompt appointment or election of each VisionWave Designee to the board, including, without limitation: (i) include increasing the Purchaser Director size of the board if necessary to accommodate such designee(s); (ii) recommending each VisionWave Designee for election by the shareholders in the Company’s slate of director nominees and recommend to its shareholders that the Company’s shareholders vote any applicable proxy or information statement; (iii) soliciting proxies or consents in favor of the electing election of each VisionWave Designee; and (iv) filling any vacancy created by the Purchaser Director to resignation, removal, or death of a director with a VisionWave Designee if such vacancy reduces the Board at number of VisionWave Designees below the Company’s annual meetingentitled number. (c) Each VisionWave Designee shall meet all customary qualification, independence, and eligibility standards applicable to SaverOne’s directors generally under the Israeli Companies Law, Nasdaq rules, and SaverOne’s corporate governance policies (iiincluding any independence requirements for committee service). VisionWave shall consult with SaverOne in good faith regarding the selection of each VisionWave Designee to ensure compliance with such standards and shall provide SaverOne with all information reasonably requested to evaluate such designee’s qualifications. (d) For so long as any VisionWave Designee serves on the board, SaverOne shall use its reasonable best efforts to have the Purchaser Director elected as a director cause such VisionWave Designee to be appointed to appropriate committees of the Company board (including, without limitation, the audit, compensation, and nominating committees), subject to applicable independence, expertise, and eligibility requirements under Nasdaq rules, the Company Israeli Companies Law, and SaverOne’s committee charters. (e) SaverOne shall solicit proxies for indemnify, defend, and hold harmless each such person VisionWave Designee to the same extent as it does for any other directors under its articles of its other nominees to the Board. (b) The Purchaser shall have the power to designate the Purchaser Director’s replacement upon the deathassociation, resignation, retirement, disqualification or removal from office of such director; provided that any such replacement shall be a Qualified Candidate. The Board shall promptly take all action reasonably required to fill the vacancy resulting therefrom with such person (including using all reasonable best efforts to have such person elected as director of the Company and the Company soliciting proxies for such person to the same extent as it does for any of its other nominees to the Board). (c) The Purchaser Director shall be entitled to receive from the Company the same indemnification in connection with his or her role as a director as the other members of the Boardapplicable Law, and the Purchaser Director shall be entitled to reimbursement for expenses incurred to the same extent as the other members of the Board. The Company shall notify the Purchaser Director of all regular directors’ and special meetings of the Board. The Company officers’ liability insurance policies, and shall provide such designees with the Purchaser Director with copies of all notices, minutes, consents and other materials provided to all other members of the Board concurrently as such materials are provided to the other members. (d) If the Purchaser no longer beneficially owns an aggregate amount of shares of Common Stock equal to at least the Fall-away Threshold, the Purchaser will have no further rights under this Section 7.1 and, at the written request of the Board, the irrevocable resignation letter described in Section 7.1(f)(iv) shall become operative and the Purchaser Director shall be deemed to have resigned from the Board. (e) The Purchaser Director shall be subject to customary confidentiality and information use restrictions applicable to members of the Board. The Purchaser agrees that the Board may recuse the Purchaser Director by majority vote of the members of the Board (but excluding the Purchaser Director) from the portion benefit of any Board meeting at which the Board advancement of expenses or is evaluating or taking action with respect other protections afforded to (i) the exercise of any of the Company’s rights or enforcement of any of the obligations under this Agreement or the Reinsurance Agreement or (ii) any transaction proposed by, or with, the Purchaser or its Affiliates or Representatives. The Board may withhold from the Purchaser Director any material distributed to the directors to the extent directly relating to the subject of that recusalgenerally. (f) As a condition to If VisionWave’s beneficial ownership falls below the appointment of the Purchaser Director (including any replacement thereof) or nomination for election as a director of the Company pursuant to this Section 7.1, such Purchaser Director shall provide to the Company: (i) all information reasonably requested by the Company that is required to be or is customarily disclosed for directors, candidates for directors and their respective Affiliates and representatives in a proxy statement or other filings in accordance with Requirements of Law or any stock exchange rules or listing standards; (ii) all information reasonably requested by the Company in connection with assessing eligibility, independence and other criteria applicable to directors or satisfying compliance and legal or regulatory obligations; and (iii) an undertaking in writing by such Purchaser Director, to the extent the same is made by the other members of the Board: (1) to be subject to, bound by and duly comply with the code of conduct and other policies of the Company, in each case, to the extent applicable to all other non-executive directors of the Company; and (2) to provide such additional information reasonably necessary to comply with future legal or regulatory obligations of the Company; and (iv) an irrevocable advance resignation letter pursuant to which the Purchaser Director shall resign from the Board as thresholds set forth in this AgreementSection 4.1(a), the number of VisionWave Designees shall be reduced accordingly, and VisionWave shall cause the excess designee(s) to resign promptly.

Board Representation. From the date hereof, unless the Organogenesis Existing Stockholders and the Avista Stockholder otherwise agree in writing: (ai) Following the closing of the Initial InvestmentAt any time that, the Purchaser shall be entitled to designate one Qualified Candidate to the Nomination and Governance Committee (the “NGC”) of the Board of Directors of the Company (the “Board”) for appointment to the Board (any such designee, the “Purchaser Director”). Upon such designation, so long as the Purchaser Director is a Qualified CandidateAvista Stockholder and Avista Offshore collectively own shares of Common Stock that represent at least 7.5% of the then outstanding shares of Common Stock, the NGC shall recommend Avista Stockholder will have the appointment of the Purchaser Director right to designate one individual, who Avista and the Board shall appoint have determined is independent under all applicable laws and rules, including the rules of the Nasdaq Stock Market LLC (or the listing rules of the applicable exchange at such Purchaser Director time) and the Securities and Exchange Commission, for audit committee membership, for election to fill a vacancy on the Company Board (the “Avista Designee”). (ii) At any time that, and for so long as the Avista Stockholder has the right to designate the Avista Designee in connection with each election of Directors, the Company shall, and the Organogenesis Existing Stockholders, their Permitted Transferees and the Avista Stockholder shall take all actions necessary to cause the Board (it being understood that if no vacancy then existsor an authorized committee thereof) to, nominate the Board shall create such Avista Designee, as the case may be, for election as a vacancy by taking such actions Director as are necessary to increase the size part of the Board by one director). Thereafterslate that is included in the proxy statement (or consent solicitation or similar document) of the Company relating to the election of Directors, neither and to provide the NGC nor the Board shall withhold its recommendation highest level of support for the re-election of each such Purchaser Avista Designee, as the case may be, as it provides to any other individual standing for election as a Director to the Board. Following the expiration as part of the Purchaser Director’s initial term, so long as Purchaser’s aggregate beneficial ownership of the Common Stock is equal to or greater than 9.0% of the issued and outstanding Common Stock (without taking into account any reductions in the Purchaser’s ownership stake resulting from (x) new issuances of Common Stock or (y) repurchases by the Company of Common Stock and the requirements of Section 7.4(b)) (the “Fall-away Threshold”), the Company will be required to (i) include the Purchaser Director in the Company’s slate of director Directors. For so long as the Avista Stockholder has the right to designate the Avista Designee, the Board (or an authorized committee thereof) shall not nominate, and the Organogenesis Existing Stockholders, their Permitted Transferees and the Avista Stockholder shall take all actions necessary to cause the Board (or an authorized committee thereof) to refrain from nominating, a number of nominees and recommend for any election of Directors that exceeds the number of Directors to its shareholders be elected. (iii) In the event that an Avista Designee shall cease to serve as a Director for any reason (including any removal thereof) the Avista Stockholder shall have the right to appoint another Avista Designee to fill any vacancy resulting therefrom. For the avoidance of doubt, it is understood that the Company’s shareholders failure of the stockholders of the Company to elect any Avista Designee shall not affect the right of the Avista Stockholder to designate the Avista Designee as the case may be, for election pursuant to this Section 2.1(b) in connection with any future election of Directors. (iv) Other than at any such time as the Avista Stockholder and Avista Offshore collectively own less than 7.5% of the then outstanding shares of Common Stock, each Stockholder or its Permitted Transferee that Beneficially Owns Voting Securities shall vote all of such Voting Securities in favor of the Avista Designee nominated in accordance with this Section 2.1(b). Each Stockholder agrees that if and for so long as the Avista Stockholder is permitted to designate the Avista Designee pursuant to this Section 2.1(b) and such Stockholder or its Permitted Transferee is then entitled to vote for the removal of any such Avista Designee, such Stockholder or its Permitted Transferee will not vote in favor of the electing the Purchaser Director to the Board at the Company’s annual meeting, and (ii) use reasonable best efforts to have the Purchaser Director elected as a director removal of the Company and the Company shall solicit proxies for each such person to the same extent as it does for any of its other nominees to the Board. (b) The Purchaser shall have the power to designate the Purchaser Director’s replacement upon the death, resignation, retirement, disqualification or removal from office of such director; provided that any such replacement shall be a Qualified Candidate. The Board shall promptly take all action reasonably required to fill the vacancy resulting therefrom with such person (including using all reasonable best efforts to have such person elected as director of the Company and the Company soliciting proxies for such person to the same extent as it does for any of its other nominees to the Board). (c) The Purchaser Director shall be entitled to receive from the Company the same indemnification in connection with his or her role as a director as the other members of the Board, and the Purchaser Director shall be entitled to reimbursement for expenses incurred to the same extent as the other members of the Board. The Company shall notify the Purchaser Director of all regular and special meetings of the Board. The Company shall provide the Purchaser Director with copies of all notices, minutes, consents and other materials provided to all other members of the Board concurrently as such materials are provided to the other members. (d) If the Purchaser no longer beneficially owns an aggregate amount of shares of Common Stock equal to at least the Fall-away Threshold, the Purchaser will have no further rights under this Section 7.1 and, at the written request of the Board, the irrevocable resignation letter described in Section 7.1(f)(iv) shall become operative and the Purchaser Director shall be deemed to have resigned from the Board. (e) The Purchaser Director shall be subject to customary confidentiality and information use restrictions applicable to members of the Board. The Purchaser agrees that the Board may recuse the Purchaser Director by majority vote of the members of the Board (but excluding the Purchaser Director) from the portion of any Board meeting at which the Board or is evaluating or taking action with respect to (i) the exercise of any of the Company’s rights or enforcement of any of the obligations under this Agreement or the Reinsurance Agreement or (ii) any transaction proposed by, or with, the Purchaser or its Affiliates or Representatives. The Board may withhold from the Purchaser Director any material distributed to the directors to the extent directly relating to the subject of that recusal. (f) As a condition to the appointment of the Purchaser Director (including any replacement thereof) or nomination for election as a director of the Company pursuant to this Section 7.1, such Purchaser Director shall provide to the Company: (i) all information reasonably Avista Designee unless requested by the Company that is required to be or is customarily disclosed for directors, candidates for directors and their respective Affiliates and representatives in a proxy statement or other filings in accordance with Requirements of Law or any stock exchange rules or listing standards; (ii) all information reasonably requested by the Company in connection with assessing eligibility, independence and other criteria applicable to directors or satisfying compliance and legal or regulatory obligations; and (iii) an undertaking in writing by such Purchaser Director, to the extent the same is made by the other members of the Board: (1) to be subject to, bound by and duly comply with the code of conduct and other policies of the Company, in each case, to the extent applicable to all other non-executive directors of the Company; and (2) to provide such additional information reasonably necessary to comply with future legal or regulatory obligations of the Company; and (iv) an irrevocable advance resignation letter pursuant to which the Purchaser Director shall resign from the Board as set forth in this AgreementAvista Stockholder.

Board Representation. (a) Following Effective immediately upon the closing execution and delivery of the Initial Investmentthis Agreement by all parties, the Purchaser Gildan shall be entitled to designate one Qualified Candidate to the Nomination and Governance Committee appoint ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ (the “NGCColiseum Nominee”) as a member of the Board board of Directors directors of the Company Gildan (the “Board”). (b) for appointment to the Board (any such designeeGildan will, the “Purchaser Director”). Upon such designation, so long as the Purchaser Director is a Qualified Candidate, the NGC shall recommend the appointment in connection with each of the Purchaser Director 2024 AGM and the Board shall appoint such Purchaser Director to fill a vacancy on the Board (it being understood that if no vacancy then exists, the Board shall create such a vacancy by taking such actions as are necessary to increase the size of the Board by one director). Thereafter, neither the NGC nor the Board shall withhold its recommendation for the re-election of such Purchaser Director to the Board. Following the expiration of the Purchaser Director’s initial term, so long as Purchaser’s aggregate beneficial ownership of the Common Stock is equal to or greater than 9.0% of the issued and outstanding Common Stock (without taking into account any reductions in the Purchaser’s ownership stake resulting from (x) new issuances of Common Stock or (y) repurchases by the Company of Common Stock and the requirements of Section 7.4(b)) (the “Fall-away Threshold”), the Company will be required to 2025 AGM: (i) include the Purchaser Director in cause the Company’s slate of director nominees standing for election, and recommend to its shareholders that the Company’s shareholders vote in favor recommended by or on behalf of the electing Board, to include the Purchaser Director to the Board at the Company’s annual meeting, Coliseum Nominee; and (ii) use reasonable best efforts to have solicit proxies in favour of and otherwise support and promote the Purchaser Director elected as a director election of the Company Coliseum Nominee in a manner no less favourable than the manner in which Gildan supports and the Company shall solicit proxies promotes its other Board nominees for election at each such person to the same extent as it does for any of its other nominees to the Boardmeeting. (b▇) The Purchaser shall have ▇▇▇▇▇▇ confirms that it will convene and hold the power to designate the Purchaser Director’s replacement upon the death2025 Meeting by no later than May 1, resignation, retirement, disqualification or removal from office of such director; provided that any such replacement shall be a Qualified Candidate. The Board shall promptly take all action reasonably required to fill the vacancy resulting therefrom with such person (including using all reasonable best efforts to have such person elected as director of the Company and the Company soliciting proxies for such person to the same extent as it does for any of its other nominees to the Board). (c) The Purchaser Director shall be entitled to receive from the Company the same indemnification in connection with his or her role as a director as the other members of the Board, and the Purchaser Director shall be entitled to reimbursement for expenses incurred to the same extent as the other members of the Board. The Company shall notify the Purchaser Director of all regular and special meetings of the Board. The Company shall provide the Purchaser Director 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 members2025. (d) If Coliseum acknowledges and agrees that, in the Purchaser no longer beneficially owns an aggregate amount of shares of Common Stock equal event that the Coliseum Nominee is otherwise prohibited by applicable law or stock exchange rules from serving on the Board or is otherwise required to at least the Fall-away Threshold, the Purchaser will have no further rights under this Section 7.1 and, at the written request of resign from the Board, the irrevocable Coliseum Nominee shall forthwith tender his resignation letter described in Section 7.1(f)(iv) shall become operative and the Purchaser Director shall be deemed to have resigned from the BoardBoard (and any committee thereof) with immediate effect, unless the Board otherwise determines as permitted by applicable law. (e) The Purchaser Director shall be subject If, prior to customary confidentiality and information use restrictions applicable to members of the Board. The Purchaser agrees that the Board may recuse the Purchaser Director by majority vote of the members of the Board (but excluding the Purchaser Director) from the portion of any Board meeting at which the Board 2025 AGM, ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ resigns or is evaluating or taking action with respect to (i) the exercise of any of the Company’s rights or enforcement of any of the obligations under this Agreement or the Reinsurance Agreement or (ii) any transaction proposed byremoved as a director, or with, the Purchaser is otherwise unwilling or its Affiliates unable to serve or Representatives. The Board may withhold from the Purchaser Director any material distributed to the directors to the extent directly relating to the subject of that recusal. (f) As a condition to the appointment of the Purchaser Director (including any replacement thereof) or nomination stand for election as a director of the Board, Coliseum will be entitled to designate a mutually agreeable replacement nominee, provided that any such substitute nominee must be acceptable to the Corporate Governance and Social Responsibility Committee of the Board, acting reasonably, and the Company and the Board shall take all necessary action to appoint such substitute nominee to fill the vacancy resulting therefrom as promptly as practicable. If any individual that Coliseum designates as a proposed substitute nominee is not acceptable to the Corporate Governance and Social Responsibility Committee of the Board or the Board, Coliseum will be entitled to designate a different individual as the proposed substitute nominee, and so on, until a substitute nominee who is acceptable to the Corporate Governance and Social Responsibility Committee of the Board, acting reasonably, has been recommended by the Corporate Governance and Social Responsibility Committee and appointed to the Board. Any such substitute nominee shall thereafter be deemed to be the Coliseum Nominee for all purposes of this Agreement. (f) Gildan has advised Coliseum that upon appointment to the Board, the Coliseum Nominee shall be entitled to receive the same compensation, expense reimbursement and benefits of director and officer insurance and any indemnity arrangements available generally to the other directors of Gildan (subject to the ability of the Coliseum Nominee to direct payment to another entity and to elect to receive any non-cash consideration in cash), and shall be required to comply with all fiduciary duties (including the duty of confidentiality), policies, procedures, processes, codes, rules, standards and guidelines generally applicable to directors of Gildan, provided, for greater certainty, that the Coliseum Nominee shall be permitted to share confidential information with Coliseum and its representatives, subject to preserving the confidentiality of that information, and Coliseum further acknowledges and agrees that upon receiving such confidential information, Coliseum may be considered to be in a “special relationship” with the Company pursuant to this Section 7.1, such Purchaser Director shall provide applicable securities laws and subject to the Company: (i) all information reasonably requested by the Company that is required to be or is customarily disclosed for directors, candidates for directors and their respective Affiliates and representatives in a proxy statement or other filings in accordance with Requirements of Law or any stock exchange rules or listing standards; (ii) all information reasonably requested by the Company in connection with assessing eligibility, independence and other criteria applicable to directors or satisfying compliance and legal or regulatory obligations; and (iii) an undertaking in writing by such Purchaser Director, to the extent the same is made by the other members of the Board: (1) to be subject to, bound by and duly comply with the code of conduct and other policies restrictions on trading securities of the Company. (g) Coliseum hereby represents, in each casewarrants and covenants to Gildan that the Coliseum Nominee is not currently, to nor will he be for the extent applicable to all other non-executive duration of the Standstill Period, a member of the board of directors of the Company; and (2) to provide such additional information reasonably necessary to comply with future legal or regulatory obligations of the Company; and (iv) an irrevocable advance resignation letter pursuant to which the Purchaser Director shall resign from the Board as set forth in this Agreementalphabroder.

Board Representation. (a) Following the closing Upon completion of the First Closing and once Buyer provides a written confirmation to Issuer to increase the Initial Investment, the Purchaser shall be entitled to designate one Qualified Candidate Buyer Percentage to the Nomination and Governance Committee (the “NGC”) of the Board of Directors of the Company (the “Board”) for appointment to the Board (any such designeeStep Two Buyer Percentage, the “Purchaser Director”). Upon such designation, so long as the Purchaser Director is a Qualified Candidate, the NGC Issuer shall recommend the appointment of the Purchaser Director and the Board shall appoint such Purchaser Director to fill a vacancy on the Board (it being understood that if no vacancy then exists, the Board shall create such a vacancy by taking such actions as are necessary to increase the size of the Board by one (1) director). Thereafter, neither the NGC nor so that upon such increase, (i) the Board shall withhold its recommendation for the re-election consist of such Purchaser Director to the Board. Following the expiration of the Purchaser Director’s initial term, so long as Purchaser’s aggregate beneficial ownership of the Common Stock is equal to or greater than 9.0% of the issued and outstanding Common Stock ten (without taking into account any reductions in the Purchaser’s ownership stake resulting from (x10) new issuances of Common Stock or (y) repurchases by the Company of Common Stock and the requirements of Section 7.4(b)) (the “Fall-away Threshold”), the Company will be required to (i) include the Purchaser Director in the Company’s slate of director nominees and recommend to its shareholders that the Company’s shareholders vote in favor of the electing the Purchaser Director to the Board at the Company’s annual meetingdirectors, and (ii) use reasonable best efforts the Board shall elect as director to have fill the Purchaser Director elected vacancy a person designated by Buyer who shall be reasonably acceptable to Issuer and the Board. Such person shall, unless removed by Buyer or otherwise for cause, serve as a duly appointed director of the Company Issuer. Each subsequent designee of Buyer shall, if reasonably acceptable to Issuer and the Company shall solicit proxies Board and subject to this Section 6.1, be nominated by the Board for each such person election by the stockholders to the same extent Board, and if so elected, shall serve as it does a duly elected director of Issuer. Subject to Section 6.1(e), so long as Buyer from time to time maintains the Initial Buyer Percentage, Issuer shall continue to nominate and recommend for any of its other nominees election one (1) person designated by Buyer who is reasonably acceptable to Issuer and the Board to serve as director on the Board. (b) The Purchaser Promptly after completion of the Third Closing, Issuer shall have increase the power to designate size of the Purchaser Director’s replacement Board by one (1) director so that upon such increase, (i) the death, resignation, retirement, disqualification or removal from office of such director; provided that any such replacement shall be a Qualified Candidate. The Board shall promptly take all action reasonably required consist of eleven (11) directors and (ii) the Board shall elect as director to fill the vacancy resulting therefrom with such a person (including using all reasonable best efforts designated by Buyer who shall be reasonably acceptable to have such Issuer and the Board. Such person elected shall, unless removed by Buyer or otherwise for cause, serve as a duly appointed director of the Company Issuer. Each subsequent designee of Buyer shall, if reasonably acceptable to Issuer and the Company soliciting proxies Board and subject to this Section 6.1, be nominated by the Board for such person to election by the same extent as it does for any of its other nominees stockholders to the Board, and if so elected, shall serve as a duly elected director of Issuer. Subject to Section 6.1(e), so long as Buyer from time to time maintains the Step Three Buyer Percentage, Issuer shall continue to nominate and recommend for election two (2) persons designated by Buyer who are reasonably acceptable to Issuer and the Board to serve as directors on the Board. For the avoidance of doubt, this Section 6.1(b) shall not apply in the event that Buyer first acquires the Step Three Buyer Percentage after the expiry of the Standstill Period. (c) The Purchaser Director shall be entitled At least thirty (30) days prior to receive from the Company the same indemnification in connection its distribution of its proxy statement or information statement with his or her role as respect to each meeting of stockholders at which a term of a director as designated by Buyer expires, Issuer shall notify Buyer. On or prior to the other members close of business on the Boardlater of (i) the fifteenth (15th) day following its receipt of Issuer’s notice and (ii) the thirtieth (30th) day prior to Issuer’s anticipated distribution of such proxy statement or information statement, Buyer shall notify Issuer information regarding its nominee required by the Exchange Act and the Purchaser Director shall rules and regulations promulgated by the SEC thereunder to be entitled to reimbursement for expenses incurred to the same extent as the other members of the Board. The Company shall notify the Purchaser Director of all regular and special meetings of the Board. The Company shall provide the Purchaser Director with copies of all notices, minutes, consents and other materials provided to all other members of the Board concurrently as set forth in such materials are provided to the other membersproxy statement or information statement. (d) If Promptly after completion of the Purchaser no longer beneficially owns an aggregate amount of shares of Common Stock equal to at least the Fall-away ThresholdSecond Closing, the Purchaser will have no further rights under this Section 7.1 andboard of directors of Buyer shall elect as director one (1) person designated by Issuer who shall (i) be reasonably acceptable to Buyer and its board of directors (the “Buyer’s Board”), at and (ii) has been approved by the written request of CBRC, the CSRC and the Shanghai Stock Exchange to serve as director on the Buyer’s Board (an “Approved Issuer Designee”). The Approved Issuer Designee shall be nominated by the Buyer’s Board for election by the stockholders to the Buyer’s Board, and if so elected, shall serve as a duly elected director of Buyer. So long as Buyer from time to time maintains the irrevocable resignation letter described in Section 7.1(f)(ivStep Two Percentage, Buyer shall continue to nominate and recommend for election one (1) shall become operative and Approved Issuer Designee to serve as director on the Purchaser Director shall be deemed to have resigned from the Buyer’s Board. (e) The Purchaser Director For purposes of Sections 6.1(a) and (b), Buyer shall be subject deemed to customary confidentiality and information use restrictions applicable have maintained the Initial Buyer Percentage or the Step Three Buyer Percentage, as applicable, if from time to members time the Buyer Percentage is less than the Initial Buyer Percentage or the Step Three Buyer Percentage, as the case may be, by less than 1%. Without limiting the generality of the Board. The Purchaser agrees that foregoing, in no event shall Buyer be deemed to have failed to maintain the Board Initial Buyer Percentage or the Step Three Buyer Percentage, as the case may recuse the Purchaser Director by majority vote of the members of the Board (but excluding the Purchaser Director) from the portion of any Board meeting at which the Board or is evaluating or taking action be, if, with respect to (i) any Dilutive Event that decreases the exercise of any of Buyer Percentage to below the Company’s rights or enforcement of any of the obligations under this Agreement Initial Buyer Percentage or the Reinsurance Agreement or (ii) any transaction proposed byStep Three Buyer Percentage, or with, the Purchaser or Buyer has provided a written notice to Issuer of its Affiliates or Representatives. The Board may withhold from the Purchaser Director any material distributed desire to the directors to the extent directly relating to the subject of that recusal. (f) As a condition to the appointment of the Purchaser Director (including any replacement thereof) or nomination for election as a director of the Company pursuant to this Section 7.1, such Purchaser Director shall provide to the Company: (i) all information reasonably requested by the Company that is required to be or is customarily disclosed for directors, candidates for directors and their respective Affiliates and representatives in a proxy statement or other filings acquire Additional Shares in accordance with Requirements of Law or any stock exchange rules or listing standards; (ii) all information reasonably requested by the Company in connection with assessing eligibility, independence and other criteria applicable to directors or satisfying compliance and legal or regulatory obligations; and (iii) an undertaking in writing by such Purchaser Director, to the extent the same is made by the other members of the Board: (1) to be subject to, bound by and duly comply with the code of conduct and other policies of the Company, in each case, to the extent applicable to all other non-executive directors of the Company; and (2) to provide such additional information reasonably necessary to comply with future legal or regulatory obligations of the Company; and (iv) an irrevocable advance resignation letter pursuant to which the Purchaser Director shall resign from the Board as set forth in this AgreementSection 2.4(b).

Board Representation. (a) 5.1.1. Following the closing completion of Stage 1, VisionWave shall have the Initial Investmentright to designate two (2) individuals, and following the Purchaser completion of Stage 2, VisionWave shall be entitled have the right to designate one Qualified Candidate to the Nomination and Governance Committee (the 1) additional individual (each, a “NGC”) of the Board of Directors of the Company (the “BoardVisionWave Designee”) for appointment or election to the Board Foresight board of directors (any such designee, the “Purchaser DirectorForesight Board”). Upon such designation, Foresight shall use its best efforts to recommend and seek the approval of its shareholders to cause the prompt appointment or election of each VisionWave Designee to the Foresight Board. For so long as the Purchaser Director is a Qualified Candidate, the NGC shall recommend the appointment of the Purchaser Director and the Board shall appoint such Purchaser Director to fill a vacancy any VisionWave Designee serves on the Board (it being understood that if no vacancy then existsForesight Board, the Board Foresight shall create such a vacancy by taking such actions as are necessary to increase the size of the Board by one director). Thereafter, neither the NGC nor the Board shall withhold its recommendation for the re-election of such Purchaser Director to the Board. Following the expiration of the Purchaser Director’s initial term, so long as Purchaser’s aggregate beneficial ownership of the Common Stock is equal to or greater than 9.0% of the issued and outstanding Common Stock (without taking into account any reductions in the Purchaser’s ownership stake resulting from (x) new issuances of Common Stock or (y) repurchases by the Company of Common Stock and the requirements of Section 7.4(b)) (the “Fall-away Threshold”), the Company will be required to (i) include the Purchaser Director in the Company’s slate of director nominees and recommend to its shareholders that the Company’s shareholders vote in favor of the electing the Purchaser Director to the Board at the Company’s annual meeting, and (ii) use reasonable best efforts to have the Purchaser Director elected as a director cause such VisionWave Designee to be appointed to appropriate committees of the Company Foresight Board, subject to applicable independence, expertise, and eligibility requirements under Nasdaq rules, the Company Israeli Companies Law, and Foresight’s committee charters. 5.1.2. Each VisionWave Designee shall solicit meet all customary qualification, independence, and eligibility standards applicable to Foresight’s directors generally under the Israeli Companies Law, Nasdaq rules, and Foresight’s corporate governance policies (including any independence requirements for committee service). VisionWave shall consult with Foresight in good faith regarding the selection of each VisionWave Designee to ensure compliance with such standards and shall provide Foresight with all information reasonably requested to evaluate such designee’s qualifications. 5.1.3. Foresight shall, and shall recommend its shareholders to, take all actions required under its articles of association, applicable corporate approvals, the Israeli Companies Law, Nasdaq listing rules, and other applicable Laws to cause the prompt appointment or election of each VisionWave Designee to Foresight Board, including, without limitation: (i) increasing the size thereof if necessary to accommodate such designee(s); (ii) recommending each VisionWave Designee for election by the shareholders in any applicable proxy or information statement; and (iii) soliciting proxies for or consents in favor of the election of each such person VisionWave Designee. 5.1.4. Foresight shall indemnify, defend, and hold harmless each VisionWave Designee to the same extent as it does for any other directors under its articles of its other nominees to the Board. (b) The Purchaser shall have the power to designate the Purchaser Director’s replacement upon the deathassociation, resignation, retirement, disqualification or removal from office of such director; provided that any such replacement shall be a Qualified Candidate. The Board shall promptly take all action reasonably required to fill the vacancy resulting therefrom with such person (including using all reasonable best efforts to have such person elected as director of the Company and the Company soliciting proxies for such person to the same extent as it does for any of its other nominees to the Board). (c) The Purchaser Director shall be entitled to receive from the Company the same indemnification in connection with his or her role as a director as the other members of the Boardapplicable Law, and the Purchaser Director shall be entitled to reimbursement for expenses incurred to the same extent as the other members of the Board. The Company shall notify the Purchaser Director of all regular directors’ and special meetings of the Board. The Company officers’ liability insurance policies, and shall provide such designees with the Purchaser Director with copies of all notices, minutes, consents and other materials provided to all other members of the Board concurrently as such materials are provided to the other members. (d) If the Purchaser no longer beneficially owns an aggregate amount of shares of Common Stock equal to at least the Fall-away Threshold, the Purchaser will have no further rights under this Section 7.1 and, at the written request of the Board, the irrevocable resignation letter described in Section 7.1(f)(iv) shall become operative and the Purchaser Director shall be deemed to have resigned from the Board. (e) The Purchaser Director shall be subject to customary confidentiality and information use restrictions applicable to members of the Board. The Purchaser agrees that the Board may recuse the Purchaser Director by majority vote of the members of the Board (but excluding the Purchaser Director) from the portion benefit of any Board meeting at which the Board or is evaluating or taking action with respect to (i) the exercise advancement of any of the Company’s rights or enforcement of any of the obligations under this Agreement or the Reinsurance Agreement or (ii) any transaction proposed by, or with, the Purchaser or its Affiliates or Representatives. The Board may withhold from the Purchaser Director any material distributed to the directors to the extent directly relating to the subject of that recusal. (f) As a condition to the appointment of the Purchaser Director (including any replacement thereof) or nomination for election as a director of the Company pursuant to this Section 7.1, such Purchaser Director shall provide to the Company: (i) all information reasonably requested by the Company that is required to be or is customarily disclosed for directors, candidates for directors and their respective Affiliates and representatives in a proxy statement expenses or other filings in accordance with Requirements of Law or any stock exchange rules or listing standards; (ii) all information reasonably requested by the Company in connection with assessing eligibility, independence and other criteria applicable protections afforded to directors or satisfying compliance and legal or regulatory obligations; and (iii) an undertaking in writing by such Purchaser Director, to the extent the same is made by the other members of the Board: (1) to be subject to, bound by and duly comply with the code of conduct and other policies of the Company, in each case, to the extent applicable to all other non-executive directors of the Company; and (2) to provide such additional information reasonably necessary to comply with future legal or regulatory obligations of the Company; and (iv) an irrevocable advance resignation letter pursuant to which the Purchaser Director shall resign from the Board as set forth in this Agreementgenerally.

Board Representation. (a) Following the closing The board of the Initial Investment, the Purchaser shall be entitled to designate one Qualified Candidate to the Nomination and Governance Committee (the “NGC”) directors of the Board of Directors of the Company New Seadrill (the “Board”) will be the main decision making body of New Seadrill and may delegate specific powers to Board committees and/or management from time to time. The Board will be set at nine (9) directors. For so long as Hemen owns at least [5]% of the issued and outstanding Equity Securities, New Seadrill will not increase or decrease the size of the Board without the prior written consent of Hemen. For so long as Hemen maintains ownership of at least [10]% of the issued and outstanding Equity Securities of New Seadrill, Hemen will have the right to: • designate for appointment election to the Board/appoint three (3) directors (the “Hemen Designees”), including the Chairman with a casting vote; and 1 Capitalized terms used but not defined in this Governance Term Sheet have the meanings given to such terms in the Investment Agreement. • designate for election to the Board/appoint two (2) independent directors, each of whom shall not be related parties of Hemen or otherwise connected with Hemen and shall qualify as an “independent director” under applicable provisions of the Exchange Act and under applicable NYSE and Oslo Exchange rules and regulations (the “Independent Nominees”); provided that the other directors on the Board shall be provided with a reasonable opportunity to meet with and consult with such prospective Independent Nominees and Hemen prior to their nomination. For so long as Hemen maintains ownership of at least [5]% but less than [10]% of the issued and outstanding Equity Securities of New Seadrill, Hemen will have the right to: • designate for election to the Board/appoint two (any 2) Hemen Designees, including the Chairman with a casting vote; and • designate for election to the Board/appoint two (2) Independent Nominees; provided that the other directors on the Board shall be provided with a reasonable opportunity to meet with and consult with such designeeprospective Independent Nominees and Hemen prior to their nomination. • The majority of the Hemen Designees and the Independent Nominees (taken together) including the Chairman shall be persons who are not resident in the United Kingdom. • Meetings of the Board shall be held outside Norway and the United Kingdom. • Where board meetings or committee meetings are held by electronic means, the “Purchaser Director”)majority of the members participating (including the Chairman) shall be physically located outside the United Kingdom. Upon The Board will use all reasonable endeavours to ensure that no such designationmeeting is deemed to be held in Norway. • The quorum for meetings of the Board shall be a majority in number of directors who are neither resident nor present in the United Kingdom, provided that at least three independent directors shall be present. If quorum is not formed, the meeting shall be adjourned for [72 hours, provided that in an emergency the meeting shall be adjourned for 24 hours], and at the adjourned meeting quorum will be formed by the directors present. • Written resolutions of the Board or any committee of the Board shall only be permitted if all the directors or committee members (as applicable) are outside the United Kingdom when the resolution is signed. The use of written resolutions shall be kept to a minimum, as far as is practically possible. For so long as the Purchaser Director is a Qualified CandidateHemen Designees are entitled to serve on the Board, the NGC shall recommend the appointment at least one of the Purchaser Director Hemen Designees shall be entitled to serve on, and the Board shall appoint such Purchaser Director to fill a vacancy on Hemen Designee to, such committee or committees of the Board (it being understood as shall be determined by Hemen, subject to applicable independence requirements of the NYSE and the Exchange Act and/or the Oslo Exchange rules, provided that if no vacancy then exists, the Board shall not create such a vacancy by taking such actions as are necessary to any new committees and/or increase the size of any committees of the Board by one director)currently in existence without the prior written consent of Hemen, not to be unreasonably withheld or delayed. ThereafterFor so long as Centerbridge retains at least 50% of its original investment in the Equity Securities of New Seadrill, neither Centerbridge shall have the NGC nor the Board shall withhold its recommendation right to designate for the re-election of such Purchaser Director to the Board. Following the expiration /appoint as of the Purchaser Director’s initial term, so long as Purchaser’s aggregate beneficial ownership Effective Date and at the first election of directors to the Board following the one year anniversary of the Common Stock is equal to or greater than 9.0% of the issued and outstanding Common Stock Effective Date one (without taking into account any reductions in the Purchaser’s ownership stake resulting from (x1) new issuances of Common Stock or (y) repurchases by the Company of Common Stock and the requirements of Section 7.4(b)) independent director (the “Fall-away ThresholdCenterbridge Designee”). The Select Commitment Parties, in their capacity as shareholders of New Seadrill, will have the Company right to designate for election to the Board/appoint as of the Effective Date one (1) independent director. Hemen, Centerbridge and the Select Commitment Parties on mutual agreement (with each party’s agreement not to be unreasonably withheld) will be required have the right to designate for election to the Board/appoint as of the Effective Date two (i2) independent directors. The ability to designate and/or appoint Board members shall include the Purchaser Director ability to remove such Board members. The initial shareholders will provide New Seadrill with a customary indemnity on terms to be agreed in relation to any claims that may arise against New Seadrill as a result of initial shareholders exercising such a removal right. From and after the Company’s slate first election of director nominees and recommend to its shareholders that the Company’s shareholders vote in favor of the electing the Purchaser Director directors to the Board at following the Company’s annual meeting, and (ii) use reasonable best efforts to have the Purchaser Director elected as a director one year anniversary of the Company and the Company shall solicit proxies for each such person to the same extent as it does for any of its other nominees to the Board. (b) The Purchaser shall have the power to designate the Purchaser Director’s replacement upon the deathEffective Date, resignation, retirement, disqualification or removal from office of such director; provided that any such replacement shall be a Qualified Candidate. The Board shall promptly take all action reasonably required to fill the vacancy resulting therefrom with such person (including using all reasonable best efforts to have such person elected as director of the Company and the Company soliciting proxies for such person to the same extent as it does for any of its other nominees to the Board). (c) The Purchaser Director shall be entitled to receive from the Company the same indemnification in connection with his or her role as a director as the other members of the Board, and excluding the Purchaser Director shall be entitled to reimbursement for expenses incurred to the same extent as the other members of the Board. The Company shall notify the Purchaser Director of all regular and special meetings of the Board. The Company shall provide the Purchaser Director with copies of all notices, minutes, consents and other materials provided to all other members of the Board concurrently as such materials are provided to the other members. (d) If the Purchaser no longer beneficially owns an aggregate amount of shares of Common Stock equal to at least the Fall-away ThresholdHemen Designees, the Purchaser will have no further rights under this Section 7.1 Independent Nominees and, at for the written request first election of the Board, the irrevocable resignation letter described in Section 7.1(f)(iv) shall become operative and the Purchaser Director shall be deemed to have resigned from the Board. (e) The Purchaser Director shall be subject to customary confidentiality and information use restrictions applicable to members of the Board. The Purchaser agrees that the Board may recuse the Purchaser Director by majority vote of the members of the Board (but excluding the Purchaser Director) from the portion of any Board meeting at which the Board or is evaluating or taking action with respect to (i) the exercise of any of the Company’s rights or enforcement of any of the obligations under this Agreement or the Reinsurance Agreement or (ii) any transaction proposed by, or with, the Purchaser or its Affiliates or Representatives. The Board may withhold from the Purchaser Director any material distributed to the directors to the extent directly relating to Board following the subject of that recusal. (f) As a condition to the appointment one year anniversary of the Purchaser Director (including any replacement thereof) or nomination for election Effective Date only, the Centerbridge Designee, shall be elected by shareholders as a director of provided in the Company pursuant to this Section 7.1, such Purchaser Director shall provide to the Company: (i) all information reasonably requested by the Company that is required to be or is customarily disclosed for directors, candidates for directors and their respective Affiliates and representatives in a proxy statement or other filings in accordance with Requirements of Law or any stock exchange rules or listing standards; (ii) all information reasonably requested by the Company in connection with assessing eligibility, independence and other criteria applicable to directors or satisfying compliance and legal or regulatory obligations; and (iii) an undertaking in writing by such Purchaser Director, to the extent the same is made by the other members of the Board: (1) to be subject to, bound by and duly comply with the code of conduct and other policies of the Company, in each case, to the extent applicable to all other nonNew Seadrill bye-executive directors of the Company; and (2) to provide such additional information reasonably necessary to comply with future legal or regulatory obligations of the Company; and (iv) an irrevocable advance resignation letter pursuant to which the Purchaser Director shall resign from the Board as laws. The board representation rights set forth out in this AgreementGovernance Term Sheet will be reflected in New Seadrill’s bye-laws. There will be no shareholders agreement.

Board Representation. (a) Following Within sixty (60) days after the -------------------- execution of this Agreement, HMC will cause (i) the size of its board of directors to be increased by one or more directors and (ii) a person selected by Blackstone Real Estate Acquisitions L.L.C. ("Blackstone") and reasonably acceptable to the board of directors of HMC (provided that ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ shall be acceptable by the board of directors of HMC, or Host REIT if the REIT Conversion is consummated) (the "Blackstone Board Designee") to be appointed to serve as a director of HMC (or Host REIT if the REIT Conversion is consummated) for a term expiring at the 1999 meeting of stockholders of HMC or Host REIT, as the case may be. In the event that the REIT Conversion shall have been consummated and Closing hereunder shall have occurred, the Blackstone Board Designee will become a trustee (or director, as applicable) of Host REIT, and Host REIT will cause the Blackstone Board Designee to be included in the slate of trustees (or directors, if applicable) nominated by the board of trustees (or directors, if applicable) for election by the shareholders of Host REIT upon the expiration of each term of the Blackstone Board Designee as a trustee thereafter for so long as Blackstone and its Affiliates (as defined in Section 13.13) ------------- collectively own at least five percent (5%) of the outstanding Units. In the event that the REIT Conversion is not consummated and the Closing hereunder nevertheless shall have occurred, HMC will cause the Blackstone Board Designee to be included in the slate of directors nominated by the board of directors of HMC for election at the 1999 stockholders meeting and upon the expiration of each term of the Blackstone Board Designee as a director thereafter for so long as Blackstone and its Affiliates collectively own units of the Special Partnership that if redeemed for shares of HMC Common Stock would represent at least five percent (5%) of the outstanding HMC Common Stock. If the closing has not then occurred, the Blackstone Board Designee will resign immediately upon any termination of this Agreement. The Blackstone Board Designee shall have the right to be appointed to each committee of the Initial Investmentboard of HMC, or Host REIT upon the Purchaser REIT Conversion, as he so desires. For purposes hereof, "Host REIT" includes any successor General Partner Entity (as defined in the Restated Operating Partnership Agreement). (b) So long as Blackstone and its Affiliates collectively own at least 5% of the common stock of SLSC, at all times and for so long as the board of directors of SLSC shall have more than two members who are also members of the board of directors of Host REIT, Blackstone shall be entitled to designate one Qualified Candidate an individual to serve on SLSC's board of directors (who shall be reasonably acceptable to HMC and Host REIT), with SLSC, Blackstone and such individual having rights substantially similar to those of HMC, Host REIT, Blackstone and the Blackstone Board Designee under subsection (a) above. (c) HMC and Host REIT (and SLSC, if applicable) shall provide the same type of support for the election of the Blackstone Board Designees as such Person, its affiliates and its management provides to other persons standing for election as directors or trustees of such Person as part of the management slate. HMC and Host REIT (and SLSC, if applicable) shall furnish to each Blackstone Board Designee who serves as a director or trustee of such Person the same information that is provided to the Nomination and Governance Committee (the “NGC”) other members of the Board of Directors (in their capacity as directors) or Trustees of HMC or Host REIT (as applicable) (and SLSC, if applicable) subject to the terms of any conflicts of interest, confidentiality or corporate opportunity policies applicable to all Board members. In the event of the Company death, resignation or other removal of a Blackstone Board Designee (other than due to Blackstone no longer being entitled to designate a Blackstone Board Designee), Blackstone will be entitled to appoint another person as the “Board”) for appointment Blackstone Board Designee (who must be reasonably acceptable to the Board (any board of directors of HMC or Host REIT and SLSC, as applicable) and such designee, the “Purchaser Director”). Upon such designation, so long as the Purchaser Director is a Qualified Candidate, the NGC person shall recommend the appointment of the Purchaser Director and the Board shall appoint such Purchaser Director to fill a vacancy on the Board (it being understood that if no vacancy then exists, the Board shall create such a vacancy by taking such actions as are necessary to increase the size of the Board by one director). Thereafter, neither the NGC nor the Board shall withhold its recommendation for the re-election of such Purchaser Director to the Board. Following the expiration of the Purchaser Director’s initial term, so long as Purchaser’s aggregate beneficial ownership of the Common Stock is equal to or greater than 9.0% of the issued and outstanding Common Stock (without taking into account any reductions in the Purchaser’s ownership stake resulting from (x) new issuances of Common Stock or (y) repurchases by the Company of Common Stock and the requirements of Section 7.4(b)) (the “Fall-away Threshold”), the Company will be required to (i) include the Purchaser Director in the Company’s slate of director nominees and recommend to its shareholders that the Company’s shareholders vote in favor of the electing the Purchaser Director to the Board at the Company’s annual meeting, and (ii) use reasonable best efforts to have the Purchaser Director elected appointed as a director (in the case of the Company and the Company shall solicit proxies for each such person to the same extent as it does for any of its other nominees to the Board. (b) The Purchaser shall have the power to designate the Purchaser Director’s replacement upon the death, resignation, retirement, disqualification resignation or other removal from office of during such director; provided that any such replacement shall be a Qualified Candidate. The Board shall promptly take all action reasonably required to fill the vacancy resulting therefrom with such person (including using all reasonable best efforts to have such person elected as director of the Company and the Company soliciting proxies for such person to the same extent as it does for any of its other nominees to the Board). (c) The Purchaser Director shall be entitled to receive from the Company the same indemnification in connection with his or her role person's term as a director as director) or included on the other members slate of the Board, and the Purchaser Director shall be entitled to reimbursement directors or trustees nominated for expenses incurred to the same extent as the other members of the Board. The Company shall notify the Purchaser Director of all regular and special meetings of the Board. The Company shall provide the Purchaser Director with copies of all notices, minutes, consents and other materials provided to all other members of election by the Board concurrently as such materials are provided to the other membersof Directors or Trustees. (d) If The parties hereto agree that any breach of this Section 4.6 would ----------- cause irreparable injury to the Purchaser no longer beneficially owns Contributors and that money damages will be an aggregate amount inadequate remedy for any breach or threatened breach of shares the agreements described in this Section 4.6. In the event of Common Stock equal to at least a breach or a threatened breach ----------- of the Fall-away Thresholdagreements described in this Section 4.6, the Purchaser will have no further Contributors shall, in ----------- addition to other rights under and remedies existing in their favor, be entitled to specific performance and/or injunctive relief in order to enforce, or prevent any violations of, the provisions of this Section 7.1 and, at 4.6 (without the written request posting of the Board, the irrevocable resignation letter described in Section 7.1(f)(iv) shall become operative and the Purchaser Director shall be deemed to have resigned from the Board. (e) The Purchaser Director shall be subject to customary confidentiality and information use restrictions applicable to members of the Board. The Purchaser agrees that the Board may recuse the Purchaser Director by majority vote of the members of the Board (but excluding the Purchaser Director) from the portion of any Board meeting at which the Board or is evaluating or taking action with respect to (i) the exercise of any of the Company’s rights or enforcement of any of the obligations under this Agreement or the Reinsurance Agreement or (ii) any transaction proposed by, or with, the Purchaser or its Affiliates or Representatives. The Board may withhold from the Purchaser Director any material distributed to the directors to the extent directly relating to the subject of that recusal. (f) As a condition to the appointment of the Purchaser Director (including any replacement thereof) or nomination for election as a director of the Company pursuant to this Section 7.1, such Purchaser Director shall provide to the Company: (i) all information reasonably requested by the Company that is required to be or is customarily disclosed for directors, candidates for directors and their respective Affiliates and representatives in a proxy statement ----------- bond or other filings in accordance with Requirements of Law or any stock exchange rules or listing standards; (ii) all information reasonably requested by the Company in connection with assessing eligibility, independence and other criteria applicable to directors or satisfying compliance and legal or regulatory obligations; and (iii) an undertaking in writing by such Purchaser Director, to the extent the same is made by the other members of the Board: (1) to be subject to, bound by and duly comply with the code of conduct and other policies of the Company, in each case, to the extent applicable to all other non-executive directors of the Company; and (2) to provide such additional information reasonably necessary to comply with future legal or regulatory obligations of the Company; and (iv) an irrevocable advance resignation letter pursuant to which the Purchaser Director shall resign from the Board as set forth in this Agreementsecurity).

Board Representation. For so long as Lender and its affiliates, as a group (a) Following collectively, the closing “Lender Group”), beneficially own shares of Borrower’s Common Stock representing a majority of the Initial Investment, total voting power of all of the Purchaser outstanding voting stock of Borrower: (i) Lender shall be entitled have the right to designate one Qualified Candidate to the Nomination and Governance Committee (the “NGC”) for nomination by Borrower’s board of the Board of Directors of the Company directors (the “Board”) (or any nominating committee thereof) for appointment election to the Board (each person so designated, a “Lender Designee”) a majority of the members of the Board, including the Chairman of the Board. The initial Lender Designees shall be nominated by the Board or its nominating committee to fill newly created vacancies created by the Board promptly following the written request of Lender and shall thereupon be appointed to the Board by written consent of Lender, as majority stockholder. Notwithstanding anything to the contrary set forth herein, Borrower’s obligations with respect to the election or appointment of Lender Designees shall be limited by Borrower’s compliance with applicable law and any applicable SEC or stock exchange director independence requirements. (ii) Commencing with the annual meeting of stockholders of Borrower to be held in 2008 and prior to each annual meeting of stockholders of Borrower thereafter, Lender shall be entitled to present to the Board or any nominating committee thereof for nomination thereby such designeenumber of Lender Designees for election to the Board (or if there is a classified board, the “Purchaser Director”). Upon class of directors up for election) at such designation, so long annual meeting as would result in Lender having the Purchaser Director is a Qualified Candidate, the NGC shall recommend the appointment appropriate number of the Purchaser Director and the Board shall appoint such Purchaser Director to fill a vacancy Lender Designees on the Board (it being understood that if no vacancy then exists, the Board shall create such a vacancy by taking such actions as are necessary determined pursuant to increase the size of the Board by one directorthis Section 10(c). Thereafter, neither the NGC nor the Board Borrower shall withhold its recommendation for the re-election of at all such Purchaser Director to the Board. Following the expiration of the Purchaser Director’s initial term, so long as Purchaser’s aggregate beneficial ownership of the Common Stock is equal to or greater than 9.0% of the issued times exercise all authority under applicable law and outstanding Common Stock (without taking into account any reductions in the Purchaser’s ownership stake resulting from (x) new issuances of Common Stock or (y) repurchases by the Company of Common Stock and the requirements of Section 7.4(b)) (the “Fall-away Threshold”), the Company will be required to (i) include the Purchaser Director in the Company’s slate of director nominees and recommend to its shareholders that the Company’s shareholders vote in favor of the electing the Purchaser Director to the Board at the Company’s annual meeting, and (ii) use reasonable best efforts to have cause all such Lender Designees to be nominated for election as Board members by the Purchaser Director Board (or any nominating committee thereof). Borrower shall cause each Lender Designee for election to the Board to be included in the slate of nominees recommended by the Board to holders of Common Stock (including at any special meeting of stockholders held for the election of directors) and shall use reasonable best efforts to cause the election of each such Lender Designee, including soliciting proxies in favor of the election of such persons. In the event that any Lender Designee elected to the Board shall cease to serve as a director of the Company and the Company shall solicit proxies for each such person to the same extent as it does for any of its other nominees to the Board. (b) The Purchaser shall have the power to designate the Purchaser Director’s replacement upon the deathreason, resignation, retirement, disqualification or removal from office of such director; provided that any such replacement shall be a Qualified Candidate. The Board shall promptly take all action reasonably required to fill the vacancy resulting therefrom with such person (including using all reasonable best efforts to have such person elected as director of the Company and the Company soliciting proxies for such person to the same extent as it does for any of its other nominees to the Board). (c) The Purchaser Director shall be entitled to receive from filled by the Company Board with a substitute Lender Designee. In the same indemnification in connection with his or her role event that as a director as result of any increase in the other members size of the Board, and the Purchaser Director shall be Lender is entitled to reimbursement for expenses incurred have one or more additional Lender Designees elected to the same extent as the other members of the Board. The Company shall notify the Purchaser Director of all regular and special meetings of the Board. The Company shall provide the Purchaser Director with copies of all notices, minutes, consents and other materials provided to all other members of the Board concurrently as such materials are provided to the other members. (d) If the Purchaser no longer beneficially owns an aggregate amount of shares of Common Stock equal to at least the Fall-away Threshold, the Purchaser will have no further rights under this Section 7.1 and, at the written request of the Board, the irrevocable resignation letter described in Section 7.1(f)(iv) shall become operative and the Purchaser Director shall be deemed to have resigned from the Board. (e) The Purchaser Director shall be subject to customary confidentiality and information use restrictions applicable to members of the Board. The Purchaser agrees that the Board may recuse the Purchaser Director by majority vote of the members of the Board (but excluding the Purchaser Director) from the portion of any Board meeting at which the Board or is evaluating or taking action with respect to (i) the exercise of any of the Company’s rights or enforcement of any of the obligations under this Agreement or the Reinsurance Agreement or (ii) any transaction proposed by, or with, the Purchaser or its Affiliates or Representatives. The Board may withhold from the Purchaser Director any material distributed to the directors to the extent directly relating to the subject of that recusal. (f) As a condition to the appointment of the Purchaser Director (including any replacement thereof) or nomination for election as a director of the Company pursuant to this Section 7.110(c), such Purchaser Director the Board shall provide to appoint the Company: (i) all information reasonably requested by the Company that is required to be or is customarily disclosed for directors, candidates for directors and their respective Affiliates and representatives in a proxy statement or other filings in accordance with Requirements appropriate number of Law or any stock exchange rules or listing standards; (ii) all information reasonably requested by the Company in connection with assessing eligibility, independence and other criteria applicable to directors or satisfying compliance and legal or regulatory obligations; and (iii) an undertaking in writing by such Purchaser Director, to the extent the same is made by the other members of the Board: (1) to be subject to, bound by and duly comply with the code of conduct and other policies of the Company, in each case, to the extent applicable to all other non-executive directors of the Company; and (2) to provide such additional information reasonably necessary to comply with future legal or regulatory obligations of the Company; and (iv) an irrevocable advance resignation letter pursuant to which the Purchaser Director shall resign from the Board as set forth in this AgreementLender Designees.

Board Representation. (ai) Following Prior to the closing effectiveness of the Initial InvestmentMerger, the Purchaser shall be entitled Manager will identify to designate one Qualified Candidate to the Nomination HEOP and Governance Committee Heritage Oaks Bank (“HEOP Bank”) in writing two (2) candidates (the “NGCManager Nominees”) to serve on the Board of Directors of HEOP (the “HEOP Board”) and the Board of Directors of the Company HEOP Bank (the “Bank Board”) for appointment to the Board (any such designee, the “Purchaser Director”). Upon the effectiveness of the Merger, HEOP will appoint each such designationManager Nominee to the HEOP Board and to the Bank Board, subject to: (a) such Manager Nominee being qualified to serve as a member of the HEOP Board and the Bank Board under all applicable corporate governance policies or guidelines of HEOP and HEOP Bank, and applicable legal, regulatory and stock market requirements, and (b) the receipt of any necessary regulatory approvals, if any. (ii) From and after the Merger, and for so long as the Purchaser Director is a Qualified Candidate, the NGC shall recommend the appointment of the Purchaser Director and the Board shall appoint such Purchaser Director to fill a vacancy on the Board (it being understood that if no vacancy then exists, the Board shall create such a vacancy by taking such actions as are necessary to increase the size of the Board by one director). Thereafter, neither the NGC nor the Board shall withhold its recommendation for the re-election of such Purchaser Director to the Board. Following the expiration of the Purchaser Director’s initial term, so long as Purchaser’s aggregate Investors’ beneficial ownership (as determined in accordance with Rule 13d-3 under the Securities Exchange Act of the Common Stock is equal to or greater than 9.0% 1934, as amended) of the issued and outstanding Common Stock shares of the common stock of HEOP (without taking into account any reductions in the Purchaser’s ownership stake resulting from (x“Investors’ Beneficial Ownership”) new issuances of Common Stock is equal to 14.9% or (y) repurchases by the Company of Common Stock and the requirements of Section 7.4(b)) (the “Fall-away Threshold”)more, the Company HEOP will be required take all lawful action to (i) include elect the Purchaser Director Manager Nominees designated in writing by the Company’s slate Manager who qualify to serve as a member of director nominees the Bank Board under all applicable corporate governance policies or guidelines of HEOP Bank, and applicable legal, regulatory and stock market requirements, to the Bank Board and (ii) nominate and recommend to its shareholders that the CompanyManager Nominees for election to the HEOP Board at HEOP’s shareholders vote in favor annual meeting of shareholders, subject to such Manager Nominee being qualified to serve as a member of the electing the Purchaser Director HEOP Board under all applicable corporate governance policies or guidelines of HEOP, and applicable legal, regulatory and stock market requirements and subject to the reasonable approval of the Nominating and Governance Committee of the HEOP Board at the Company’s annual meeting, and (ii) such approval not to be unreasonably withheld or delayed). HEOP shall use its reasonable best efforts to have cause the Purchaser Director Manager Nominees to be elected as a director directors of the Company HEOP, and the Company HEOP shall solicit proxies for each such person to the same extent as it does for any of its other nominees to the HEOP Board. The Manager shall notify HEOP of its proposed Manager Nominee(s) to the HEOP Board, in writing, no later than the latest date on which shareholders of HEOP may make nominations to the HEOP Board in accordance with the bylaws of HEOP, together with all information concerning such nominee(s) reasonably requested by HEOP, so that HEOP can comply with applicable disclosure rules (the “Nominee Disclosure Information”); provided that in the event the Manager fails to provide any such notice, the Manager Nominee(s) shall be the person(s) then serving as the Manager Nominee(s) as long as the Manager provides the Nominee Disclosure Information to HEOP promptly upon request by HEOP. (biii) The Purchaser At such time as the Investors’ Beneficial Ownership is less than 14.9% but more than 6%, the Manager shall continue to have the power rights under subsection 1(ii) above, but only with respect to designate one (1) director, and at the Purchaser Director’s replacement upon written request of the deathHEOP Board, resignation, retirement, disqualification or removal from office of such director; provided that any such replacement the Manager shall be a Qualified Candidate. The Board shall promptly take all action reasonably required to fill the vacancy resulting therefrom with such person (including using all use its reasonable best efforts to have such person elected as director cause one of the Company and the Company soliciting proxies for such person Manager Nominees to the same extent as it does for any of its other nominees to the Board). (c) The Purchaser Director shall be entitled to receive resign from the Company HEOP Board as promptly as possible thereafter, and at the same indemnification in connection with his or her role written request of the Bank Board, the Manager shall use its reasonable best efforts to cause one of the Manager Nominees to resign from the Bank Board as a director promptly as possible thereafter. At such time as the other members of the Board, and the Purchaser Director shall be entitled to reimbursement for expenses incurred to the same extent as the other members of the Board. The Company shall notify the Purchaser Director of all regular and special meetings of the Board. The Company shall provide the Purchaser Director with copies of all notices, minutes, consents and other materials provided to all other members of the Board concurrently as such materials are provided to the other members. (d) If the Purchaser no longer beneficially owns an aggregate amount of shares of Common Stock equal to at least the Fall-away ThresholdInvestors’ Beneficial Ownership is less than 6%, the Purchaser Manager will have no further rights under this Section 7.1 andletter agreement, and at the written request of the HEOP Board, the irrevocable resignation letter described in Section 7.1(f)(iv) Manager shall become operative and use its reasonable best efforts to cause the Purchaser Director shall be deemed remaining Manager Nominee to have resigned resign from the HEOP Board as promptly as possible thereafter, and at the written request of the Bank Board, the Manager shall use its reasonable best efforts to cause the remaining Manager Nominee to resign from the Bank Board as promptly as possible thereafter. (eiv) The Purchaser Director shall be subject If any Manager Nominee ceases to customary confidentiality and information use restrictions applicable to members of the Board. The Purchaser agrees that the Board may recuse the Purchaser Director by majority vote of the members of the Board (but excluding the Purchaser Director) from the portion of any Board meeting at which the Board or is evaluating or taking action with respect to (i) the exercise of any of the Company’s rights or enforcement of any of the obligations under this Agreement or the Reinsurance Agreement or (ii) any transaction proposed by, or with, the Purchaser or its Affiliates or Representatives. The Board may withhold from the Purchaser Director any material distributed to the directors to the extent directly relating to the subject of that recusal. (f) As a condition to the appointment of the Purchaser Director (including any replacement thereof) or nomination for election serve as a director of the Company pursuant to this Section 7.1, such Purchaser Director shall provide HEOP Board and/or the Bank Board for any reason (other than due to the Company: (i) all information reasonably requested by fact that the Company that is required to be or is customarily disclosed for directors, candidates for directors and their respective Affiliates and representatives in a proxy statement or other filings in accordance with Requirements of Law or any stock exchange rules or listing standards; (ii) all information reasonably requested by Investors’ Beneficial Ownership falls below the Company in connection with assessing eligibility, independence and other criteria applicable to directors or satisfying compliance and legal or regulatory obligations; and (iii) an undertaking in writing by such Purchaser Director, to the extent the same is made by the other members of the Board: (1) to be subject to, bound by and duly comply with the code of conduct and other policies of the Company, in each case, to the extent applicable to all other non-executive directors of the Company; and (2) to provide such additional information reasonably necessary to comply with future legal or regulatory obligations of the Company; and (iv) an irrevocable advance resignation letter pursuant to which the Purchaser Director shall resign from the Board as thresholds set forth in this Agreementletter agreement), HEOP shall use its reasonable best efforts to take all action required to fill the vacancy or vacancies created thereby with an individual designated by the Manager (a “Manager Successor Designee”) to serve in place of such Manager Nominee for the remainder of the term that the Manager Nominee who is being replaced would have served if he or she had not been replaced, subject to such Manager Successor Designee being qualified to serve as a member of the HEOP Board and the Bank Board under all applicable corporate governance policies or guidelines of HEOP and HEOP Bank, and applicable legal, regulatory and stock market requirements. (v) Subject to subsection 1(vi) below, if a Manager Nominee is nominated by HEOP but not elected to the HEOP Board, HEOP shall immediately increase the size of the HEOP Board and appoint an individual designated by the Manager (such individual to be different from the individual who was not elected by the shareholders of HEOP) to the HEOP Board. (vi) Anything to the contrary provided in this Section 1 notwithstanding, no increase in the size of the HEOP Board shall be required by this Section 1 if it would cause the size of the HEOP Board to exceed the maximum size permitted under HEOP’s articles of incorporation or bylaws; provided that HEOP shall use its reasonable best efforts to amend such articles of incorporation or bylaws to increase the number of directorships necessary to appoint the individual designated by the Manager, including, without limitation, submitting a shareholder proposal to amend the articles of incorporation or bylaws to increase the number of seats submitted to a vote of shareholders at HEOP’s next annual meeting of shareholders.

Board Representation. (a) Following In accordance with the closing Company’s Certificate of the Initial Investment, the Purchaser shall be entitled to designate one Qualified Candidate to the Nomination and Governance Committee Incorporation (the “NGCCharter”), Amended and Restated Bylaws (the “Bylaws”), Corporate Governance Guidelines (the “Corporate Governance Guidelines”) and Nominating Committee Charter (the “Nominating Committee Charter”), the Company agrees that, immediately following the 2008 Annual Meeting, the Board, at a duly convened meeting of directors, will take the necessary action upon the recommendation of the Nominating Committee providing that: (i) the size of the Board shall be increased by one Class II seat and the size of the Board shall be adjusted appropriately; (ii) ▇▇▇ ▇▇▇▇▇ or another person designated by the Sun Parties and reasonably acceptable to the Board (the “Sun Designee”) shall be appointed as a director of the Company effective immediately to fill the newly-created directorship (and vacancy) resulting from such increase in the size of the Board (and, for clarity, not be required to stand for election at the 2008 Annual Meeting); and (iii) the Sun Designee shall be appointed to serve as a member of the Nominating Committee. In the event that a vacancy is created on the Board at any time prior to the 2010 Annual Meeting by the death, disability, retirement or resignation of ▇▇▇ ▇▇▇▇▇, the Sun Parties, the Company, the Nominating Committee and the Board shall take all such actions as necessary or appropriate to result in the prompt election or appointment to the Board of a new individual designated by the Sun Parties and shall take all of the actions referred to in the immediately preceding sentence with respect to such new individual designated by the Sun Parties, as applicable. As promptly as reasonably practicable after the date hereof, the Sun Parties shall provide the Company with all such information as the Company shall reasonably request, including, without limitation, all information about the Sun Designee as would be required (including under Schedule 14A, Regulation 14A and Regulation S-K promulgated under the Securities Act of 1933, as amended, and the Exchange Act (collectively, the “Proxy Rules”)) to be included in a proxy statement with respect to the nomination and election of directors. (b) The Company agrees that, pending ▇▇. ▇▇▇▇▇’▇ appointment to the Board, the Company shall (i) invite ▇▇. ▇▇▇▇▇ to participate in all meetings of the Board of Directors of the Company (the “Board”) for appointment to the Board (any such designeein a nonvoting observer capacity, the “Purchaser Director”). Upon such designation, so long as the Purchaser Director is a Qualified Candidate, the NGC shall recommend the appointment of the Purchaser Director and the Board shall appoint such Purchaser Director to fill a vacancy on the Board (it being understood that if no vacancy then exists, the Board shall create such a vacancy by taking such actions as are necessary to increase the size of the Board by one director). Thereafter, neither the NGC nor the Board shall withhold its recommendation for the re-election of such Purchaser Director to the Board. Following the expiration of the Purchaser Director’s initial term, so long as Purchaser’s aggregate beneficial ownership of the Common Stock is equal to or greater than 9.0% of the issued and outstanding Common Stock (without taking into account any reductions in the Purchaser’s ownership stake resulting from (x) new issuances of Common Stock or (y) repurchases by the Company of Common Stock and the requirements of Section 7.4(b)) (the “Fall-away Threshold”), the Company will be required to (i) include the Purchaser Director in the Company’s slate of director nominees and recommend to its shareholders that the Company’s shareholders vote in favor of the electing the Purchaser Director to the Board at the Company’s annual meeting, and (ii) use reasonable best efforts give ▇▇. ▇▇▇▇▇ the same notice of any such meeting that it provides to have its directors at the Purchaser Director elected as a director of same time the Company and the Company shall solicit proxies for each provides such person notice to the same extent as it does for any of its other nominees directors, (iii) permit ▇▇. ▇▇▇▇▇, at his election, to the Board. attend such meetings telephonically, (biv) The Purchaser shall have the power to designate the Purchaser Director’s replacement upon the death, resignation, retirement, disqualification or removal from office of such director; provided that any such replacement shall be a Qualified Candidategive ▇▇. The Board shall promptly take all action reasonably required to fill the vacancy resulting therefrom with such person (including using all reasonable best efforts to have such person elected as director of the Company and the Company soliciting proxies for such person to the same extent as it does for any of its other nominees to the Board). (c) The Purchaser Director shall be entitled to receive from the Company the same indemnification in connection with his or her role as a director as the other members of the Board, and the Purchaser Director shall be entitled to reimbursement for expenses incurred to the same extent as the other members of the Board. The Company shall notify the Purchaser Director of all regular and special meetings of the Board. The Company shall provide the Purchaser Director with ▇▇▇▇▇ copies of all notices, minutes, consents consents, reports and other materials provided material that the Company provides to all other members of the Board concurrently as its directors when such materials are material is provided to the other membersdirectors, (v) permit ▇▇. ▇▇▇▇▇, during normal business hours and after receipt of prior written notice, to have reasonable access to the properties, books, records and contracts of the Company so long as such access is not disruptive to the Company’s operations, and (vi) provide ▇▇. ▇▇▇▇▇ the opportunity to consult with senior management of the Company from time to time as reasonably requested by him regarding the Company, and its operations, properties, financial condition and affairs. (dc) If Notwithstanding any provision to the Purchaser no longer beneficially owns an aggregate amount of shares of Common Stock equal to at least the Fall-away Thresholdcontrary contained in this Agreement, the Purchaser will have no further rights Company shall not be required to nominate the Sun Designee or otherwise perform its obligations under this Section 7.1 and, at the written request of the Board, the irrevocable resignation letter described in Section 7.1(f)(iv) shall become operative and the Purchaser Director shall be deemed to have resigned from the Board. (e) The Purchaser Director shall be subject to customary confidentiality and information use restrictions applicable to members of the Board. The Purchaser agrees that the Board may recuse the Purchaser Director by majority vote of the members of the Board (but excluding the Purchaser Director) from the portion of any Board meeting at which the Board or is evaluating or taking action 1 with respect to (i) the exercise of any of the Company’s rights or enforcement of any of the obligations under this Agreement or the Reinsurance Agreement or (ii) any transaction proposed by, or with, the Purchaser or its Affiliates or Representatives. The Board may withhold from the Purchaser Director any material distributed to the directors to the extent directly relating to the subject of that recusal. (f) As a condition to the appointment of the Purchaser Director (including any replacement thereof) or nomination for election as a director of the Company pursuant to this Section 7.1, such Purchaser Director shall provide to the Company: (i) all information reasonably requested by the Company that is required to be or is customarily disclosed for directors, candidates for directors and their respective Affiliates and representatives in a proxy statement or other filings in accordance with Requirements of Law or any stock exchange rules or listing standards; (ii) all information reasonably requested by the Company in connection with assessing eligibility, independence and other criteria applicable to directors or satisfying compliance and legal or regulatory obligations; and (iii) an undertaking in writing by such Purchaser Director, to the extent the same is made by the other members of the Board: (1) to be subject to, bound by and duly comply with the code of conduct and other policies of the Company, in each case, to the extent applicable to all other non-executive directors of the Company; and (2) to provide such additional information reasonably necessary to comply with future legal or regulatory obligations of the Company; and (iv) an irrevocable advance resignation letter pursuant to which the Purchaser Director shall resign from the Board as set forth in this Agreement.Sun Designee

Board Representation. (ai) Following Prior to the closing effectiveness of the Initial InvestmentMerger, the Purchaser shall be entitled Manager will identify to designate one Qualified Candidate to the Nomination HEOP and Governance Committee Heritage Oaks Bank (“HEOP Bank”) in writing two (2) candidates (the “NGCManager Nominees”) to serve on the Board of Directors of HEOP (the “HEOP Board”) and the Board of Directors of the Company HEOP Bank (the “Bank Board”) for appointment to the Board (any such designee, the “Purchaser Director”). Upon the effectiveness of the Merger, HEOP will appoint each such designationManager Nominee to the HEOP Board and to the Bank Board, subject to: (a) such Manager Nominee being qualified to serve as a member of the HEOP Board and the Bank Board under all applicable corporate governance policies or guidelines of HEOP and HEOP Bank, and applicable legal, regulatory and stock market requirements, and (b) the receipt of any necessary regulatory approvals, if any. (ii) From and after the Merger, and for so long as the Purchaser Director is a Qualified Candidate, the NGC shall recommend the appointment of the Purchaser Director and the Board shall appoint such Purchaser Director to fill a vacancy on the Board (it being understood that if no vacancy then exists, the Board shall create such a vacancy by taking such actions as are necessary to increase the size of the Board by one director). Thereafter, neither the NGC nor the Board shall withhold its recommendation for the re-election of such Purchaser Director to the Board. Following the expiration of the Purchaser Director’s initial term, so long as Purchaser’s aggregate Investors’ beneficial ownership (as determined in accordance with Rule 13d-3 under the Securities Exchange Act of the Common Stock is equal to or greater than 9.0% 1934, as amended) of the issued and outstanding Common Stock shares of the common stock of HEOP (without taking into account any reductions in the Purchaser’s ownership stake resulting from (x“Investors' Beneficial Ownership”) new issuances of Common Stock is equal to 14.9% or (y) repurchases by the Company of Common Stock and the requirements of Section 7.4(b)) (the “Fall-away Threshold”)more, the Company HEOP will be required take all lawful action to (i) include elect the Purchaser Director Manager Nominees designated in writing by the Company’s slate Manager who qualify to serve as a member of director nominees the Bank Board under all applicable corporate governance policies or guidelines of HEOP Bank, and applicable legal, regulatory and stock market requirements, to the Bank Board and (ii) nominate and recommend to its shareholders that the CompanyManager Nominees for election to the HEOP Board at HEOP’s shareholders vote in favor annual meeting of shareholders, subject to such Manager Nominee being qualified to serve as a member of the electing the Purchaser Director HEOP Board under all applicable corporate governance policies or guidelines of HEOP, and applicable legal, regulatory and stock market requirements and subject to the reasonable approval of the Nominating and Governance Committee of the HEOP Board at the Company’s annual meeting, and (ii) such approval not to be unreasonably withheld or delayed). HEOP shall use its reasonable best efforts to have cause the Purchaser Director Manager Nominees to be elected as a director directors of the Company HEOP, and the Company HEOP shall solicit proxies for each such person to the same extent as it does for any of its other nominees to the HEOP Board. The Manager shall notify HEOP of its proposed Manager Nominee(s) to the HEOP Board, in writing, no later than the latest date on which shareholders of HEOP may make nominations to the HEOP Board in accordance with the bylaws of HEOP, together with all information concerning such nominee(s) reasonably requested by HEOP, so that HEOP can comply with applicable disclosure rules (the “Nominee Disclosure Information”); provided that in the event the Manager fails to provide any such notice, the Manager Nominee(s) shall be the person(s) then serving as the Manager Nominee(s) as long as the Manager provides the Nominee Disclosure Information to HEOP promptly upon request by HEOP. (biii) The Purchaser At such time as the Investors’ Beneficial Ownership is less than 14.9% but more than 6%, the Manager shall continue to have the power rights under subsection 1(ii) above, but only with respect to designate one (1) director, and at the Purchaser Director’s replacement upon written request of the deathHEOP Board, resignation, retirement, disqualification or removal from office of such director; provided that any such replacement the Manager shall be a Qualified Candidate. The Board shall promptly take all action reasonably required to fill the vacancy resulting therefrom with such person (including using all use its reasonable best efforts to have such person elected as director cause one of the Company and the Company soliciting proxies for such person Manager Nominees to the same extent as it does for any of its other nominees to the Board). (c) The Purchaser Director shall be entitled to receive resign from the Company HEOP Board as promptly as possible thereafter, and at the same indemnification in connection with his or her role written request of the Bank Board, the Manager shall use its reasonable best efforts to cause one of the Manager Nominees to resign from the Bank Board as a director promptly as possible thereafter. At such time as the other members of the Board, and the Purchaser Director shall be entitled to reimbursement for expenses incurred to the same extent as the other members of the Board. The Company shall notify the Purchaser Director of all regular and special meetings of the Board. The Company shall provide the Purchaser Director with copies of all notices, minutes, consents and other materials provided to all other members of the Board concurrently as such materials are provided to the other members. (d) If the Purchaser no longer beneficially owns an aggregate amount of shares of Common Stock equal to at least the Fall-away ThresholdInvestors’ Beneficial Ownership is less than 6%, the Purchaser Manager will have no further rights under this Section 7.1 andletter agreement, and at the written request of the HEOP Board, the irrevocable resignation letter described in Section 7.1(f)(iv) Manager shall become operative and use its reasonable best efforts to cause the Purchaser Director shall be deemed remaining Manager Nominee to have resigned resign from the HEOP Board as promptly as possible thereafter, and at the written request of the Bank Board, the Manager shall use its reasonable best efforts to cause the remaining Manager Nominee to resign from the Bank Board as promptly as possible thereafter. (eiv) The Purchaser Director shall be subject If any Manager Nominee ceases to customary confidentiality and information use restrictions applicable to members of the Board. The Purchaser agrees that the Board may recuse the Purchaser Director by majority vote of the members of the Board (but excluding the Purchaser Director) from the portion of any Board meeting at which the Board or is evaluating or taking action with respect to (i) the exercise of any of the Company’s rights or enforcement of any of the obligations under this Agreement or the Reinsurance Agreement or (ii) any transaction proposed by, or with, the Purchaser or its Affiliates or Representatives. The Board may withhold from the Purchaser Director any material distributed to the directors to the extent directly relating to the subject of that recusal. (f) As a condition to the appointment of the Purchaser Director (including any replacement thereof) or nomination for election serve as a director of the Company pursuant to this Section 7.1, such Purchaser Director shall provide HEOP Board and/or the Bank Board for any reason (other than due to the Company: (i) all information reasonably requested by fact that the Company that is required to be or is customarily disclosed for directors, candidates for directors and their respective Affiliates and representatives in a proxy statement or other filings in accordance with Requirements of Law or any stock exchange rules or listing standards; (ii) all information reasonably requested by Investors’ Beneficial Ownership falls below the Company in connection with assessing eligibility, independence and other criteria applicable to directors or satisfying compliance and legal or regulatory obligations; and (iii) an undertaking in writing by such Purchaser Director, to the extent the same is made by the other members of the Board: (1) to be subject to, bound by and duly comply with the code of conduct and other policies of the Company, in each case, to the extent applicable to all other non-executive directors of the Company; and (2) to provide such additional information reasonably necessary to comply with future legal or regulatory obligations of the Company; and (iv) an irrevocable advance resignation letter pursuant to which the Purchaser Director shall resign from the Board as thresholds set forth in this Agreementletter agreement), HEOP shall use its reasonable best efforts to take all action required to fill the vacancy or vacancies created thereby with an individual designated by the Manager (a “Manager Successor Designee”) to serve in place of such Manager Nominee for the remainder of the term that the Manager Nominee who is being replaced would have served if he or she had not been replaced, subject to such Manager Successor Designee being qualified to serve as a member of the HEOP Board and the Bank Board under all applicable corporate governance policies or guidelines of HEOP and HEOP Bank, and applicable legal, regulatory and stock market requirements. (v) Subject to subsection 1(vi) below, if a Manager Nominee is nominated by HEOP but not elected to the HEOP Board, HEOP shall immediately increase the size of the HEOP Board and appoint an individual designated by the Manager (such individual to be different from the individual who was not elected by the shareholders of HEOP) to the HEOP Board. (vi) Anything to the contrary provided in this Section 1 notwithstanding, no increase in the size of the HEOP Board shall be required by this Section 1 if it would cause the size of the HEOP Board to exceed the maximum size permitted under HEOP’s articles of incorporation or bylaws; provided that HEOP shall use its reasonable best efforts to amend such articles of incorporation or bylaws to increase the number of directorships necessary to appoint the individual designated by the Manager, including, without limitation, submitting a shareholder proposal to amend the articles of incorporation or bylaws to increase the number of seats submitted to a vote of shareholders at HEOP’s next annual meeting of shareholders.

Board Representation. (a) Following During the closing period beginning on the date ninety (90) days after the Closing Date and ending on the earlier of (i) the three (3) year anniversary of the Initial InvestmentClosing Date and (ii) the first Business Day that OrbiMed’s Fully Diluted Ownership Percentage is less than twenty percent (20%) (such period, the Purchaser “Board Designation Period”), at any time that the Nasdaq Official Closing Price of the Common Stock is below $2.7760 (as adjusted for stock splits, recapitalizations and other similar events) for thirty (30) consecutive trading days, OrbiMed shall be entitled to designate one Qualified Candidate to the Nomination and Governance Committee individual (the “NGCOrbiMed Designee”) of to serve on the Board of Directors of the Company (the “Board”) for appointment to the Board (any such designee, the “Purchaser Director”). Upon such designation, so long as the Purchaser Director is a Qualified Candidate, the NGC shall recommend the appointment of the Purchaser Director and the Board shall appoint such Purchaser Director to fill a vacancy on the Board (it being understood that if no vacancy then exists, the Board shall create such a vacancy by taking such actions as are necessary to increase the size of the Board by one director). Thereafter, neither the NGC nor the Board shall withhold its recommendation for the re-election of such Purchaser Director to the Board. Following the expiration of the Purchaser Director’s initial term, so long as Purchaser’s aggregate beneficial ownership of the Common Stock is equal to or greater than 9.0% of the issued and outstanding Common Stock (without taking into account any reductions in the Purchaser’s ownership stake resulting from (x) new issuances of Common Stock or (y) repurchases by the Company of Common Stock and the requirements of Section 7.4(b)) (the “Fall-away ThresholdDesignation Right”), the Company will be required to (i) include the Purchaser Director in the Company’s slate of director nominees pursuant and recommend to its shareholders that the Company’s shareholders vote in favor of the electing the Purchaser Director subject to the Board at the Company’s annual meeting, and (ii) use reasonable best efforts to have the Purchaser Director elected as a director terms of the Company and the Company shall solicit proxies for each such person to the same extent as it does for any of its other nominees to the Boardthis Section 2. (b) The Purchaser In order to exercise the Designation Right, OrbiMed shall have deliver a written notice to the power Company stating that ▇▇▇▇▇▇▇ wishes to designate exercise the Purchaser Director’s replacement upon Designation Right and setting forth the death, resignation, retirement, disqualification or removal from office of such director; provided that any such replacement shall be a Qualified Candidate. The Board shall promptly take all action reasonably required to fill the vacancy resulting therefrom with such person (including using all reasonable best efforts to have such person elected as director name of the Company and OrbiMed Designee (the Company soliciting proxies for such person to the same extent as it does for any of its other nominees to the Board“Designation Notice”). (c) The Purchaser Director shall be entitled to receive from the Company the same indemnification in connection with his or her role as a director as the other members of the Board, and the Purchaser Director shall be entitled to reimbursement for expenses incurred to the same extent as the other members of the Board. The Company shall notify the Purchaser Director of all regular and special meetings of the Board. The Company shall provide the Purchaser Director with copies of all notices, minutes, consents and other materials provided to all other members of the Board concurrently as such materials are provided to the other members. (d) If the Purchaser no longer beneficially owns an aggregate amount of shares of Common Stock equal to at least the Fall-away Threshold, the Purchaser will have no further rights under this Section 7.1 and, at the written request of the Board, the irrevocable resignation letter described in Section 7.1(f)(iv) shall become operative and the Purchaser Director shall be deemed to have resigned from the Board. (e) The Purchaser Director shall be subject to customary confidentiality and information use restrictions applicable to members of the Board. The Purchaser agrees that the Board may recuse the Purchaser Director by majority vote of the members of the Board (but excluding the Purchaser Director) from the portion of any Board meeting at which the Board or is evaluating or taking action with respect to (i) the exercise of any of the Company’s rights or enforcement of any of the obligations under this Agreement or the Reinsurance Agreement or (ii) any transaction proposed by, or with, the Purchaser or its Affiliates or Representatives. The Board may withhold from the Purchaser Director any material distributed to the directors to the extent directly relating to the subject of that recusal. (f) As a condition to the appointment of any OrbiMed Designee, ▇▇▇▇▇▇▇ will also provide, or cause the Purchaser Director OrbiMed Designee to provide, a completed and executed director nominee questionnaire in a form to be provided by the Company (including a “Nominee Questionnaire”) and any replacement thereofother information that is reasonably required by applicable law for inclusion in the Company’s filings with the SEC relating to the appointment of such OrbiMedDesignee, proxy materials for meetings of stockholders, and all other applicable filings with the SEC. (c) or nomination Subject to the terms of this Section 2, the Company hereby agrees to appoint the OrbiMed Designee to the Board of Directors within fifteen (15) Business Days following receipt of both (i) the Designation Notice and (ii) the completed Nominee Questionnaire. Thereafter, for the remainder of the Board Designation Period, subject to the requirements of fiduciary duties under applicable law, the Company shall include the OrbiMed Designee in the slate of nominees recommended to the Company’s stockholders for election as directors of the Company at each annual or special meeting of the Company’s stockholders at which directors of the same class as the OrbiMed Designee are to be elected and every adjournment or postponement thereof. If a OrbiMed Designee elected or appointed pursuant to the terms hereof ceases to serve as a member of the Board of Directors for any reason, then OrbiMed shall have the right to designate another designee pursuant to the terms of this Agreement, it being understood that any such designee shall serve the remainder of the term of the director whom such designee replaces, and the Company shall take all such action as is reasonable and necessary to promptly cause the election or appointment of such other designee to the Board of Directors for such term. If OrbiMed has exercised the Designation Right and the Board Designation Period lapses while a OrbiMed Designee is serving on the Board of Directors, the OrbiMed Designee shall not be required to resign but may continue to serve on the Board of Directors for the remainder of the OrbiMed Designee’s then-current term on the Board of Directors. (d) Notwithstanding any other provisions of this Section 2, the Company shall not be required to appoint a OrbiMed Designee to the Board of Directors if a majority of the disinterested members of the Board of Directors reasonably determines in good faith, after consultation with outside legal counsel, that such person would not be qualified to serve as a director of the Company pursuant under any applicable law (including requirements of fiduciary duties under applicable law), rule or regulation, rule of the stock exchange on which the Company’s shares are listed, the Bylaws or any policy or guidelines previously approved by the Board of Directors and made available to this Section 7.1OrbiMed, provided that the direct or indirect purpose of any such Purchaser Director shall provide policy or guideline is not to obstruct OrbiMed’s right to designate an individual as a nominee to the Company: (i) all information reasonably requested Board of Directors or its rights under this Agreement, and provided further that the parties agree any such OrbiMed Designee is not required to meet the independence requirements of the SEC or the Nasdaq Stock Market LLC. The Company shall notify OrbiMed of any objection to a OrbiMed Designee promptly following determination by the Company Board of Directors that such OrbiMed Designee is required not qualified to be or is customarily disclosed for directors, candidates for directors and their respective Affiliates and representatives in serve as a proxy statement or other filings in accordance with Requirements of Law or any stock exchange rules or listing standards; (ii) all information reasonably requested by the Company in connection with assessing eligibility, independence and other criteria applicable to directors or satisfying compliance and legal or regulatory obligations; and (iii) an undertaking in writing by such Purchaser Director, to the extent the same is made by the other members of the Board: (1) to be subject to, bound by and duly comply with the code of conduct and other policies director of the Company, and in each caseany event on or prior to the fifteenth (15th) Business Day following receipt of the Designation Notice and completed Nominee Questionnaire with respect to such OrbiMed Designee, so as to enable OrbiMed to propose a replacement OrbiMed Designee in accordance with the terms of this Agreement. (e) OrbiMed understands that, as a condition to the appointment of OrbiMed Designee, the Company may require the OrbiMed Designee to agree in writing, during the term of any service as a director of the Company, to the extent (a) comply with all policies, procedures, processes, codes, rules, standards and guidelines applicable to all non-employee members of the Board of Directors, including, without limitation, the Company’s business and ethics code of conduct, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ policy, and related- person transactions policy, in each case as previously approved by the Board of Directors and as amended from time to time, and compliance with applicable disclosure controls and procedures, including but not limited to completing an annual director and officer questionnaire; and (b) keep confidential and not publicly disclose discussions and matters considered in meetings of the Board of Directors and its committees, as applicable, or other confidential information of the Company that the OrbiMed Designee receives from the Company, unless previously disclosed publicly by the Company. (f) For so long as any OrbiMed Designee serves as a director, such director shall be entitled to (i) the same reimbursement for travel and other expenses paid to other non-executive employee directors incurred in connection with his or her duties as a director, including any service on any committee of the Company; and Board of Directors, and (2ii) the same indemnification, exculpation and advancement of expenses rights provided to other non-employee directors, and the Company shall maintain in full force and effect directors’ and officers’ liability insurance coverage with respect to such director (subject to the limitations of such coverage, and with such coverage terms as the Company deems reasonable) to provide such additional information reasonably necessary to comply with future legal or regulatory obligations of the Company; and (iv) an irrevocable advance resignation letter pursuant to which the Purchaser Director shall resign from the Board as set forth in this Agreementsame extent that it indemnifies and provides insurance for other non-employee directors.

Board Representation. (a) Following During the closing Voting Standstill Period and for so long as Great Hill and/or any of its Controlled Affiliates collectively beneficially own at least 15% of the Initial Investmentoutstanding Common Stock (as adjusted for any stock dividend, stock split, recapitalization or similar event in respect of the Purchaser Common Stock), Great Hill shall be entitled have the right to designate one Qualified Candidate to nominate as directors of the Nomination and Company two natural persons as the Nominating/Corporate Governance Committee (the “NGC”) of the Board (or any successor committee serving such function) reasonable determines to be acceptable in accordance with the Charter of Directors the Nominating/Corporate Governance Committee and the Company's director qualification criteria applicable to all directors of the Company (the “Board”) for appointment to the Board (any such designee"Great Hill Designees," and each, the “Purchaser Director”a "Great Hill Designee"). Upon such designationIn furtherance of the foregoing, during the Voting Standstill Period and for so long as the Purchaser Director is a Qualified Candidate, the NGC shall recommend the appointment of the Purchaser Director and the Board shall appoint such Purchaser Director to fill a vacancy on the Board (it being understood that if no vacancy then exists, the Board shall create such a vacancy by taking such actions as are necessary to increase the size of the Board by one director). Thereafter, neither the NGC nor the Board shall withhold Great Hill and/or its recommendation for the re-election of such Purchaser Director to the Board. Following the expiration of the Purchaser Director’s initial term, so long as Purchaser’s aggregate beneficial ownership of the Common Stock is equal to or greater than 9.0Controlled Affiliates collectively beneficially own at least 15% of the issued and outstanding Common Stock (without taking into account as adjusted for any reductions stock dividend, stock split, recapitalization or similar event in respect of the Purchaser’s ownership stake resulting from (x) new issuances of Common Stock or (y) repurchases Stock), to the fullest extent permitted by the Company of Common Stock and the requirements of Section 7.4(b)) (the “Fall-away Threshold”)law, the Company will be required hereby agrees to (i) include the Purchaser Director in the Company’s slate of director Great Hill Designees as nominees and recommend to its shareholders that the Company’s shareholders vote in favor of the electing the Purchaser Director to the Board at on each slate of nominees for election to the Company’s annual meetingBoard that is proposed by the Majority Independent Board, and (ii) use reasonable best efforts recommend the election of the Great Hill Designees to have the Purchaser Director elected as a director stockholders of the Company and (iii) without limiting the foregoing, support the Great Hill Designees for election to the Board in a manner no less rigorous and favorable than the manner in which the Company shall solicit proxies for each such person to the same extent as it does for any of supports its other nominees for election to the Board in the aggregate. The initial two Great Hill Designees are ▇▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇. With respect to any Great Hill Designees other than ▇▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, in advance of any consideration of such Great Hill Designees by the Nominating/Corporate Governance Committee of the Board, Great Hill will provide the Company with completed directors' and officers' questionnaires in the form provided by the Company, which form shall be the same form applicable to all directors of the Company. (b) The Purchaser In the event that any Great Hill Designee serving as a director shall have the power die, resign, be disqualified or be removed, so long as Great Hill is entitled to designate a Great Hill Designee pursuant to Section 5.1(a), the Purchaser Director’s replacement upon resulting vacancy on the death, resignation, retirement, disqualification or removal from office of such director; provided that any such replacement Board shall be filled by a Qualified Candidate. The Board shall promptly take all action natural person nominated by Great Hill and reasonably required to fill determined by the vacancy resulting therefrom with such person (including using all reasonable best efforts to have such person elected as director Nominating/Corporate Governance Committee of the Company Board (or any successor committee serving such function) to be acceptable in accordance with the Nominating/Corporate Governance Committee Charter and the Company's director qualifications criteria applicable to all directors of the Company, subject to, in the case of any natural person other than ▇▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, Great Hill providing the Company soliciting proxies for such person to with a completed directors' and officers' questionnaire in the form provided by the Company, which form shall be the same extent as it does for any form applicable to all directors of its other nominees to the Board)Company. (c) The Purchaser Director shall be entitled to receive from the Company the same indemnification in connection with his or her role as a director as the other members of the BoardParties acknowledge and agree that, and the Purchaser Director shall be entitled to reimbursement for expenses incurred notwithstanding anything to the same extent as the other members of the Board. The Company shall notify the Purchaser Director of all regular and special meetings of the Board. The Company shall provide the Purchaser Director with copies of all notices, minutes, consents and other materials provided to all other members of the Board concurrently as such materials are provided to the other members. (d) If the Purchaser no longer beneficially owns an aggregate amount of shares of Common Stock equal to at least the Fall-away Threshold, the Purchaser will have no further rights under contrary in this Section 7.1 andAgreement, at the written request of the Board, the irrevocable resignation letter described in Section 7.1(f)(iv) shall become operative and the Purchaser Director shall be deemed to have resigned from the Board. (e) The Purchaser Director shall be subject to customary confidentiality and information use restrictions applicable to members of the Board. The Purchaser agrees that the Board may recuse the Purchaser Director by majority vote of the members of the Board (but excluding the Purchaser Director) from the portion of any Board meeting at which the Board or is evaluating or taking action with respect to no time after either (i) the exercise of any 30th day following the suspension of the Company’s rights Voting Standstill Period or enforcement of any the termination of the obligations under this Agreement or the Reinsurance Agreement Agreement, or (ii) Great Hill and/or its Controlled Affiliates collectively cease to beneficially own at least 15% of the outstanding Common Stock (as adjusted for any transaction proposed bystock dividend, stock split, recapitalization or similar event in respect of the Common Stock), shall the Company have any obligation to (x) nominate any Great Hill Designee for election or re-election to the Board by the stockholders, or with(y) fill any vacancy created by the death, the Purchaser resignation, disqualification or its Affiliates removal of any one or Representatives. The Board may withhold from the Purchaser Director any material distributed to the directors to the extent directly relating to the subject of that recusal. (f) As a condition to the appointment more of the Purchaser Director (including any replacement thereof) or nomination for election as Great Hill Designees with a director of the Company pursuant to this Section 7.1, such Purchaser Director shall provide to the Company: (i) all information reasonably requested by the Company that is required to be or is customarily disclosed for directors, candidates for directors and their respective Affiliates and representatives in a proxy statement or other filings in accordance with Requirements of Law or any stock exchange rules or listing standards; (ii) all information reasonably requested by the Company in connection with assessing eligibility, independence and other criteria applicable to directors or satisfying compliance and legal or regulatory obligations; and (iii) an undertaking in writing by such Purchaser Director, to the extent the same is made by the other members of the Board: (1) to be subject to, bound by and duly comply with the code of conduct and other policies of the Company, in each case, to the extent applicable to all other non-executive directors of the Company; and (2) to provide such additional information reasonably necessary to comply with future legal or regulatory obligations of the Company; and (iv) an irrevocable advance resignation letter pursuant to which the Purchaser Director shall resign from the Board as set forth in this Agreementsuccessor Great Hill Designee.

Board Representation. (a) Following The Company shall, within 30 days after the closing Closing Date, promptly cause one vacancy to be created on its Board of Directors (by increasing the number of members of the Initial InvestmentBoard of Directors or otherwise) and at such time shall cause one person designated by the Purchaser (unless, after customary investigation of such Person's qualifications, the Board of Directors reasonably determines in good faith that such Person is not qualified or acceptable under standards applied fairly and equally to all nominees) to be selected to fill such vacancy. Such designee shall serve until the next succeeding annual meeting of stockholders of the Company to be held after such election. (b) Commencing with such next succeeding annual meeting of stockholders of the Company referred to in Section 8.10(a), so long as the Purchaser holds 20% of the shares of Common Stock issued or issuable upon conversion of the Preferred Shares (whether or not the Preferred Shares have been converted) the Purchaser shall be entitled to designate (in addition to any rights granted to the holders of Preferred Stock as set forth in the Certificate of Designation) one director to the Company's Board of Directors and, at relevant future annual meetings of the stockholders of the Company, a successor to replace such director upon expiration of his or her term. The Company shall cause such designee of the Purchaser (unless, after customary investigation of such Person's qualifications, the Board of Directors reasonably determines in good faith that such Person is not qualified or acceptable under standards applied fairly and equally to all nominees) be included in the slate of nominees recommended by the Board to the Company's stock holders for election as directors, and the Company shall use its reasonable best efforts to cause the election of such designee, including voting all shares for which the Company holds proxies (unless otherwise directed by the stockholder submitting such proxy) or is otherwise entitled to vote, in favor of the election of such person. Notwithstanding the foregoing, if the Purchaser has not designated a person pursuant to Section 8.10(a), or if the Purchaser is entitled to designate a director to the Company's Board of Directors by virtue of the first sentence of this Section 8.10(b) and the Purchaser does not designate one director to the Company's Board of Directors, the Purchaser shall be entitled to designate one Qualified Candidate receive all notices and materials distributed to the Nomination and Governance Committee (the “NGC”) members of the Board of Directors of the Company (the “Board”) for appointment Company, and to designate one person who shall be entitled to attend all meetings of the Board of Directors and committees thereof and to receive minutes of all such meetings upon preparation thereof. (c) In the event such designee of the Purchaser shall cease to serve as a director for any such designeereason, other than by reason of the Purchaser not being entitled to designate a designee as provided in Section 8.10(a) or 8.10(b), the “Purchaser Director”). Upon such designation, Company shall use its reasonable best efforts to cause the vacancy resulting thereby to be filled by a designee of the Purchaser. (d) For so long as the Purchaser Director is a Qualified Candidate, shall have the NGC shall recommend the appointment of the Purchaser Director and the Board shall appoint such Purchaser Director rights granted pursuant to fill a vacancy on the Board (it being understood that if no vacancy then exists, the Board shall create such a vacancy by taking such actions as are necessary to increase the size of the Board by one director). Thereafter, neither the NGC nor the Board shall withhold its recommendation for the re-election of such Purchaser Director to the Board. Following the expiration of the Purchaser Director’s initial term, so long as Purchaser’s aggregate beneficial ownership of the Common Stock is equal to or greater than 9.0% of the issued and outstanding Common Stock (without taking into account any reductions in the Purchaser’s ownership stake resulting from (x) new issuances of Common Stock or (y) repurchases by the Company of Common Stock and the requirements of Section 7.4(b)) (the “Fall-away Threshold”Sections 8.10(a), the Company will be required to (i) include the Purchaser Director in the Company’s slate of director nominees and recommend to its shareholders that the Company’s shareholders vote in favor of the electing the Purchaser Director to the Board at the Company’s annual meeting, and (ii) use reasonable best efforts to have the Purchaser Director elected as a director of the Company and the Company shall solicit proxies for each such person to the same extent as it does for any of its other nominees to the Board. (b) The and (c) above, the Purchaser shall have the power right (in addition to designate the Purchaser Director’s replacement upon the death, resignation, retirement, disqualification or removal from office of such director; provided that any such replacement shall be a Qualified Candidate. The Board shall promptly take all action reasonably required to fill the vacancy resulting therefrom with such person (including using all reasonable best efforts other rights) to have such person elected as director of the Company and the Company soliciting proxies for such person to the same extent as it does for any of its other nominees to the Board). (c) The Purchaser Director shall be entitled to receive from the Company the same indemnification in connection with his or her role as a director as the other members of the Board, and the Purchaser Director shall be entitled to reimbursement for expenses incurred to the same extent as the other members of the Board. The Company shall notify the Purchaser Director of representative attend all regular and special meetings of the BoardBoard of Directors of the Company. The Company These visitation rights shall provide include the Purchaser Director with copies of all notices, minutes, consents right to receive the same notice and other materials provided to all other members of the Board concurrently as such materials are provided to the other and committee members. (d) If the Purchaser no longer beneficially owns an aggregate amount of shares of Common Stock equal to at least the Fall-away Threshold, the Purchaser will have no further rights under this Section 7.1 and, at the written request of the Board, the irrevocable resignation letter described in Section 7.1(f)(iv) shall become operative and the Purchaser Director shall be deemed to have resigned from the Board. (e) The Purchaser Director shall be subject to customary confidentiality and information use restrictions applicable to members of the Board. The Purchaser agrees that the Board may recuse the Purchaser Director by majority vote of the members of the Board (but excluding the Purchaser Director) from the portion of any Board meeting at which the Board or is evaluating or taking action with respect to (i) the exercise of any of the Company’s rights or enforcement of any of the obligations under this Agreement or the Reinsurance Agreement or (ii) any transaction proposed by, or with, the Purchaser or its Affiliates or Representatives. The Board may withhold from the Purchaser Director any material distributed to the directors to the extent directly relating to the subject of that recusal. (f) As a condition to the appointment of the Purchaser Director (including any replacement thereof) or nomination for election as a director of the Company pursuant to this Section 7.1, such Purchaser Director shall provide to the Company: (i) all information reasonably requested by the Company that is required to be or is customarily disclosed for directors, candidates for directors and their respective Affiliates and representatives in a proxy statement or other filings in accordance with Requirements of Law or any stock exchange rules or listing standards; (ii) all information reasonably requested by the Company in connection with assessing eligibility, independence and other criteria applicable to directors or satisfying compliance and legal or regulatory obligations; and (iii) an undertaking in writing by such Purchaser Director, to the extent the same is made by the other members of the Board: (1) to be subject to, bound by and duly comply with the code of conduct and other policies of the Company, in each case, to the extent applicable to all other non-executive directors of the Company; and (2) to provide such additional information reasonably necessary to comply with future legal or regulatory obligations of the Company; and (iv) an irrevocable advance resignation letter pursuant to which the Purchaser Director shall resign from the Board as set forth in this Agreement.

Board Representation. (a) Following the closing If GA so elects, Parent will cause one designee of GA (a “GA Designee”) to be elected as a member of the Initial InvestmentParent Board as of the Effective Time. After the Effective Time, until such time as GA, together with its Controlled Affiliates, ceases to Beneficially Own more than 50% of the Purchaser shall be entitled to designate one Qualified Candidate to Parent Class A Common Stock acquired by GA and its Controlled Affiliates in the Nomination and Governance Committee Merger (the “NGC”) of the Board of Directors of the Company (the “Board”) for appointment to the Board (any such designee, the “Purchaser Director”). Upon such designation, so long as the Purchaser Director is a Qualified Candidate, the NGC shall recommend the appointment of the Purchaser Director and the Board shall appoint such Purchaser Director to fill a vacancy on the Board (it being understood that if no vacancy then exists, the Board shall create such a vacancy by taking such actions as are necessary to increase the size of the Board by one director). Thereafter, neither the NGC nor the Board shall withhold its recommendation for the re-election of such Purchaser Director to the Board. Following the expiration of the Purchaser Director’s initial term, so long as Purchaser’s aggregate beneficial ownership of the Common Stock is equal to or greater than 9.0% of the issued and outstanding Common Stock (without taking into account any reductions in the Purchaser’s ownership stake resulting from (x) new issuances of Common Stock or (y) repurchases by the Company of Common Stock and the requirements of Section 7.4(b)) (the “Fall-away ThresholdDesignee Period”), the Company if GA so elects and subject to Section 2.5(b), Parent will be required use its reasonable best efforts to (i) include cause the Purchaser Director GA Designee to be included in the Company’s slate of director nominees recommended by the Parent Board to Parent’s stockholders for election as directors and recommend (ii) cause the election of one GA Designee to the Parent Board, including at each annual or special meeting of stockholders of Parent at which directors of the class of which the GA Designee is a member are elected and including by voting any proxies it holds and using its shareholders that reasonable best efforts to cause any officers of Parent who hold proxies to vote such proxies, except, in either case, as otherwise directed by the Company’s shareholders vote stockholder who submitted such proxy, in favor of the electing the Purchaser Director to the Board at the Company’s annual meeting, and (ii) use reasonable best efforts to have the Purchaser Director elected as a director election of the Company and the Company shall solicit proxies for each such person to the same extent as it does for any of its other nominees to the BoardGA Designee. (b) The Purchaser shall have the power GA Designee will possess such qualifications and meet such standards as are applicable to designate the Purchaser Director’s replacement upon the death, resignation, retirement, disqualification or removal from office of such director; provided that any such replacement shall be a Qualified Candidate. The Board shall promptly take all action reasonably required to fill the vacancy resulting therefrom with such person (including using all reasonable best efforts to have such person elected as director of the Company and the Company soliciting proxies for such person to the same extent as it does for any of its other nominees to the Board). (c) The Purchaser Director shall be entitled to receive from the Company the same indemnification in connection with his or her role as a director as the other members of the Parent Board (whether under law, rule or regulation or as established by the Parent Board) (“Director Qualifications”) at the time for the election of such GA Designee to the Parent Board, and must be nominated for such election by the Purchaser Nominating and Corporate Governance Committee of the Parent Board (the “N&CG Committee”). If the N&CG Committee at any time determines that a particular individual as the GA Designee does not have the Director shall be entitled to reimbursement Qualifications or that their fiduciary duties preclude them from nominating a GA Designee for expenses incurred election to the same extent as the other members of the Parent Board. The Company shall notify the Purchaser Director of all regular and special meetings of the Board. The Company shall provide the Purchaser Director with copies of all notices, minutes, consents and other materials provided to all other members of the Board concurrently as such materials are provided to the other members. (d) If the Purchaser no longer beneficially owns an aggregate amount of shares of Common Stock equal to at least the Fall-away Threshold, the Purchaser GA will have no further rights under this Section 7.1 and, at the written request of the Board, the irrevocable resignation letter described in Section 7.1(f)(iv) shall become operative and the Purchaser Director shall be deemed a reasonable opportunity to have resigned from the Boarddesignate a substitute GA Designee. (e) The Purchaser Director shall be subject to customary confidentiality and information use restrictions applicable to members of the Board. The Purchaser agrees that the Board may recuse the Purchaser Director by majority vote of the members of the Board (but excluding the Purchaser Director) from the portion of any Board meeting at which the Board or is evaluating or taking action with respect to (i) the exercise of any of the Company’s rights or enforcement of any of the obligations under this Agreement or the Reinsurance Agreement or (ii) any transaction proposed by, or with, the Purchaser or its Affiliates or Representatives. The Board may withhold from the Purchaser Director any material distributed to the directors to the extent directly relating to the subject of that recusal. (f) As a condition to the appointment of the Purchaser Director (including any replacement thereof) or nomination for election as a director of the Company pursuant to this Section 7.1, such Purchaser Director shall provide to the Company: (i) all information reasonably requested by the Company that is required to be or is customarily disclosed for directors, candidates for directors and their respective Affiliates and representatives in a proxy statement or other filings in accordance with Requirements of Law or any stock exchange rules or listing standards; (ii) all information reasonably requested by the Company in connection with assessing eligibility, independence and other criteria applicable to directors or satisfying compliance and legal or regulatory obligations; and (iii) an undertaking in writing by such Purchaser Director, to the extent the same is made by the other members of the Board: (1) to be subject to, bound by and duly comply with the code of conduct and other policies of the Company, in each case, to the extent applicable to all other non-executive directors of the Company; and (2) to provide such additional information reasonably necessary to comply with future legal or regulatory obligations of the Company; and (iv) an irrevocable advance resignation letter pursuant to which the Purchaser Director shall resign from the Board as set forth in this Agreement.

Board Representation. The Company shall take all necessary corporate action so that two individuals are designated by the Fairfax Holders (a) Following the closing of the Initial Investmentcollectively, the Purchaser shall be entitled to designate one Qualified Candidate “Fairfax Directors” and each, a “Fairfax Director”) and appointed to the Nomination and Governance Committee (the “NGC”) board of the Board of Directors directors of the Company (the “Board”) so long as the Fairfax Holders hold at least 5,000,000 Series J Preferred Shares (“Minimum Holdings Threshold”); provided, that in the event the Fairfax Holders (a) hold less than 5,000,000 Series J Preferred Shares but greater than 2,000,000 Series J Preferred Shares, the Fairfax Holders shall be entitled to designate one individual to be appointed to the Board or (b) hold less than 2,000,000 Series J Preferred Shares, the Fairfax Holders shall not be entitled to designate any individuals to be appointed to the Board; provided, further, that in no event shall the rights hereunder, when taken together with any rights of the Fairfax Holders under Section 5(b) of the Statement of Designation and under the indentures governing the 2025 Notes or the 2026 Notes, permit the Fairfax Holders to designate more than (i) two members to the Board if the Minimum Holdings Threshold is satisfied, or (ii) one member to the Board if the threshold described in the foregoing clause (a) is satisfied. The Company, through the Board and subject to the Board’s fiduciary duties to the Company and its shareholders, shall take all necessary action to nominate and recommend the Fairfax Directors for election to the Board in the proxy statements relating to the annual meetings of the Company stockholders following the date hereof. Any Fairfax Director designated for appointment to the Board by the Fairfax Holders (any such designee, the “Purchaser Director”). Upon such designation, so long x) must be reasonably qualified to serve as the Purchaser Director is a Qualified Candidate, the NGC shall recommend the appointment member of the Purchaser Director Board and the Board (y) shall appoint such Purchaser Director to fill not be prohibited from acting as a vacancy on the Board (it being understood that if no vacancy then exists, the Board shall create such a vacancy by taking such actions as are necessary to increase the size member of the Board by one directorany applicable law or regulation (including but not limited to U.S. securities laws and New York Stock Exchange regulations). Thereafter, neither In the NGC nor the Board shall withhold its recommendation for the re-election of such Purchaser event that any Fairfax Director to the Board. Following the expiration of the Purchaser Director’s initial term, so long as Purchaser’s aggregate beneficial ownership of the Common Stock resigns or is equal to or greater than 9.0% of the issued and outstanding Common Stock (without taking into account any reductions in the Purchaser’s ownership stake resulting removed from (x) new issuances of Common Stock or (y) repurchases by the Company of Common Stock and the requirements of Section 7.4(b)) (the “Fall-away Threshold”)office, the Company will be required agrees to (i) include the Purchaser Director in the Company’s slate of director nominees take all necessary actions to nominate and recommend to its shareholders that the Company’s shareholders vote for election, in favor lieu of the electing the Purchaser Director such person resigning or being removed from office, such new member to the Board at the Company’s annual meeting, and (ii) use reasonable best efforts to have the Purchaser Director elected as a director of the Company and the Company shall solicit proxies for each such person to the same extent as it does for any of its other nominees to the Board. (b) The Purchaser shall have the power to designate the Purchaser Director’s replacement upon the death, resignation, retirement, disqualification or removal from office of such director; provided that any such replacement shall may be a Qualified Candidate. The Board shall promptly take all action reasonably required to fill the vacancy resulting therefrom with such person (including using all reasonable best efforts to have such person elected as director of the Company and the Company soliciting proxies for such person to the same extent as it does for any of its other nominees to the Board). (c) The Purchaser Director shall be entitled to receive from the Company the same indemnification in connection with his or her role as a director as the other members of the Board, and the Purchaser Director shall be entitled to reimbursement for expenses incurred to the same extent as the other members of the Board. The Company shall notify the Purchaser Director of all regular and special meetings of the Board. The Company shall provide the Purchaser Director with copies of all notices, minutes, consents and other materials provided to all other members of the Board concurrently as such materials are provided to the other members. (d) If the Purchaser no longer beneficially owns an aggregate amount of shares of Common Stock equal to at least the Fall-away Threshold, the Purchaser will have no further rights under this Section 7.1 and, at the written request of the Board, the irrevocable resignation letter described in Section 7.1(f)(iv) shall become operative and the Purchaser Director shall be deemed to have resigned from the Board. (e) The Purchaser Director shall be subject to customary confidentiality and information use restrictions applicable to members of the Board. The Purchaser agrees that the Board may recuse the Purchaser Director by majority vote of the members of the Board (but excluding the Purchaser Director) from the portion of any Board meeting at which the Board or is evaluating or taking action with respect to (i) the exercise of any of the Company’s rights or enforcement of any of the obligations under this Agreement or the Reinsurance Agreement or (ii) any transaction proposed by, or with, the Purchaser or its Affiliates or Representatives. The Board may withhold from the Purchaser Director any material distributed to the directors to the extent directly relating to the subject of that recusal. (f) As a condition to the appointment of the Purchaser Director (including any replacement thereof) or nomination for election as a director of the Company pursuant to this Section 7.1, such Purchaser Director shall provide to the Company: (i) all information reasonably requested designated by the Company that is required to be or is customarily disclosed for directorsFairfax Holders, candidates for directors and their respective Affiliates and representatives in a proxy statement or other filings in accordance with Requirements of Law or any stock exchange rules or listing standards; (ii) all information reasonably requested by the Company in connection with assessing eligibility, independence and other criteria applicable to directors or satisfying compliance and legal or regulatory obligations; and (iii) an undertaking in writing by such Purchaser Director, to the extent the same is made by the other members of the Board: (1) to be subject to, bound by and duly comply with the code of conduct and other policies of the Company, in each case, to the extent applicable to all other non-executive directors of the Company; and (2) to provide such additional information reasonably necessary to comply with future legal or regulatory obligations of the Company; and (iv) an irrevocable advance resignation letter pursuant to which the Purchaser Director shall resign from the Board as set forth in this AgreementSection 4.1.

Board Representation. (a) Following From and after the closing of Closing Date, FS Investors shall have the Initial Investment, the Purchaser shall be entitled right to designate one Qualified Candidate to the Nomination and Governance Committee following individuals (the “NGC”) of the Board of Directors of the Company (the “BoardFS Designees”) for appointment nomination for election at each annual or special meeting of the shareholders of the Surviving Company in which directors are to be elected by the shareholders of the Surviving Company and the Surviving Company Board shall ensure the FS Designees are so nominated (provided, that each FS Designee shall meet the qualifications for being a director set forth in the Surviving Company’s by-laws and applicable corporate statutes and under the rules and regulations of the securities exchange upon which the Company’s shares shall be traded and shall otherwise be reasonably satisfactory to the Board Surviving Company’s Board, acting in good faith): (any such designee, the “Purchaser Director”). Upon such designationi) two (2) FS Designees, so long as the Purchaser Director is a Qualified CandidateFS Investors, the NGC shall recommend Sponsor and their respective affiliates (collectively, the appointment “FS Equityholders”) in the aggregate, beneficially own (as such term is defined in Rule 13d-3 under the Exchange Act) (“Beneficially Own”) at least 20% of the Purchaser Director outstanding Surviving Company Common Shares (including, for purposes of counting the shares Beneficially Owned, taking into account all securities of the Surviving Company Beneficially Owned by the FS Equityholders convertible into Surviving Company Common Shares (other than Surviving Company Warrants) and, for purposes of counting the outstanding shares of the Surviving Company, taking into account all such securities and all securities issued in connection with the Board Financing and convertible into Surviving Company Common Shares); and (ii) thereafter until the date the FS Equityholders, in the aggregate, Beneficially Own less than 10% of the outstanding Surviving Company Shares (including, for purposes of counting the shares Beneficially Owned, taking into account all securities of the Surviving Company Beneficially Owned by the FS Equityholders convertible into Surviving Company Common Shares (other than Surviving Company Warrants) and, for purposes of counting the outstanding shares of the Surviving Company, taking into account all such securities and all securities issued in connection with the Financing and convertible into Surviving Company Common Shares) (the “FS Sunset Date”), one (1) FS Designee; provided that, no reduction in the number of FS Designees that FS Investors is entitled to designate pursuant to this Section 7 shall appoint such Purchaser Director to fill a vacancy shorten the term of any FS Designee then-serving on the Board (Surviving Company Board, and provided further that, from and after the FS Sunset Date, FS Investors shall have no further rights to nominate any directors hereunder, it being understood that if no vacancy then exists, the Board shall create such a vacancy by taking such actions as are necessary to increase the size of the Board by one director). Thereafter, neither the NGC nor the Board shall withhold its recommendation for the re-election expiry of such Purchaser Director rights hereunder shall in no way preclude or limit the FS Designees from otherwise being elected or nominated to the Board. Following the expiration of the Purchaser Director’s initial term, so long as Purchaser’s aggregate beneficial ownership of the Common Stock is equal to or greater than 9.0% of the issued and outstanding Common Stock (without taking into account any reductions in the Purchaser’s ownership stake resulting from (x) new issuances of Common Stock or (y) repurchases by the Company of Common Stock and the requirements of Section 7.4(b)) (the “Fall-away Threshold”), the Company will be required to (i) include the Purchaser Director in the Surviving Company’s slate of director nominees and recommend to its shareholders that the Company’s shareholders vote in favor of the electing the Purchaser Director to the Board at the Company’s annual meeting, and (ii) use reasonable best efforts to have the Purchaser Director elected as a director of the Company and the Company shall solicit proxies for each such person to the same extent as it does for any of its other nominees to the Board. (b) The Purchaser So long as FS Investors shall continue to have the power right pursuant to designate Section 7(a)(i) hereof to nominate two FS Designees, the Purchaser Director’s replacement upon size of the death, resignation, retirement, disqualification or removal from office of such director; provided that any such replacement shall be a Qualified Candidate. The Surviving Company Board shall promptly take all action reasonably required not be increased (but it may be decreased, subject to fill this Section 7(b)) during any period between the vacancy resulting therefrom with such person (including using all reasonable best efforts to have such person elected as director annual meetings of the shareholders of the Surviving Company and for any reason without the affirmative vote of at least one (1) FS Designee; provided, that the size of the Surviving Company soliciting proxies for such person Board may be increased in connection with any annual meeting of the shareholders of the Surviving Company in which directors are to be elected by the shareholders of the Surviving Company. Notwithstanding the foregoing or anything to the same extent as it does for contrary contained herein, the size of the Surviving Company Board shall not be decreased if such decrease directly or indirectly results in the removal of an FS Designee from the Surviving Company Board or in any way reduces or limits the right of its other nominees FS Investors to nominate FS Designees to the Board)Surviving Company Board pursuant to Section 7(a) hereof. (c) From the date of this Agreement until the FS Sunset Date, the Surviving Company shall include the requisite number of FS Designees in the slate of nominees recommended by the Surviving Company Board for election as directors at each applicable annual or special meeting of the shareholders of the Surviving Company, including at every adjournment or postponement thereof, at which directors are to be elected. (d) Any FS Designee may resign at any time upon written notice to the Surviving Company Board. (e) FS Investors shall have the exclusive right to designate directors for election to the Surviving Company Board to fill any vacancies created by reason of the death, removal or resignation of an FS Designee, and the Surviving Company shall take all necessary action to cause any such vacancies to be filled by replacement FS Designees as promptly as reasonably practicable. (f) The Purchaser Director Surviving Company shall (i) take any and all action reasonably necessary to effect the provisions of this Agreement and the intention of the parties with respect to the terms of this Agreement and (ii) not take any action (including removing directors in a manner inconsistent with this Agreement) that would reasonably be entitled expected to receive from adversely frustrate, obstruct or otherwise affect the rights of the FS Equityholders under this Agreement (including with respect to the composition of the Surviving Company Board), without the prior written consent of the FS Equityholders. The Surviving Company shall recommend that shareholders vote in favor of each FS Designee who shall have met the criteria for directors specified in Section 7(a) above and in the same indemnification manner as the Surviving Company shall recommend other directors nominated by the Surviving Company. (g) The Surviving Company shall (i) purchase and maintain in effect at all times directors’ liability insurance in an amount and pursuant to terms determined by the Surviving Company Board to be reasonable and customary, (ii) for so long as any FS Designee nominated pursuant to this Agreement serves as a director on the Surviving Company Board, maintain such coverage with respect to such FS Designee, and (iii) cause the organizational documents of the Surviving Company to at all times provide for the indemnification, exculpation and advancement of expenses of all directors of the Surviving Company to the fullest extent permitted under applicable law. (h) The Surviving Company shall pay all reasonable out-of-pocket expenses incurred by the FS Designees in connection with the performance of his or her duties as a director and in connection with his or her role as a director as the other members attendance at any meeting of the Board, and the Purchaser Director shall be entitled to reimbursement for expenses incurred to the same extent as the other members of the Surviving Company Board. The Surviving Company shall notify the Purchaser Director of all regular and special meetings of the Board. The Company shall provide the Purchaser Director enter into customary indemnification agreements with copies of all notices, minutes, consents and other materials provided each FS Designee from time to all other members of the Board concurrently as such materials are provided to the other memberstime. (d) If the Purchaser no longer beneficially owns an aggregate amount of shares of Common Stock equal to at least the Fall-away Threshold, the Purchaser will have no further rights under this Section 7.1 and, at the written request of the Board, the irrevocable resignation letter described in Section 7.1(f)(iv) shall become operative and the Purchaser Director shall be deemed to have resigned from the Board. (e) The Purchaser Director shall be subject to customary confidentiality and information use restrictions applicable to members of the Board. The Purchaser agrees that the Board may recuse the Purchaser Director by majority vote of the members of the Board (but excluding the Purchaser Director) from the portion of any Board meeting at which the Board or is evaluating or taking action with respect to (i) the exercise of any of the Company’s rights or enforcement of any of the obligations under this Agreement or the Reinsurance Agreement or (ii) any transaction proposed by, or with, the Purchaser or its Affiliates or Representatives. The Board may withhold from the Purchaser Director any material distributed to the directors to the extent directly relating to the subject of that recusal. (f) As a condition to the appointment of the Purchaser Director (including any replacement thereof) or nomination for election as a director of the Company pursuant to this Section 7.1, such Purchaser Director shall provide to the Company: (i) all information reasonably requested by the Company that is required to be or is customarily disclosed for directors, candidates for directors and their respective Affiliates and representatives in a proxy statement or other filings in accordance with Requirements of Law or any stock exchange rules or listing standards; (ii) all information reasonably requested by the Company in connection with assessing eligibility, independence and other criteria applicable to directors or satisfying compliance and legal or regulatory obligations; and (iii) an undertaking in writing by such Purchaser Director, to the extent the same is made by the other members of the Board: (1) to be subject to, bound by and duly comply with the code of conduct and other policies of the Company, in each case, to the extent applicable to all other non-executive directors of the Company; and (2) to provide such additional information reasonably necessary to comply with future legal or regulatory obligations of the Company; and (iv) an irrevocable advance resignation letter pursuant to which the Purchaser Director shall resign from the Board as set forth in this Agreement.

Board Representation. (a) Following From the closing Closing Date and until the date Sponsor, in the aggregate, beneficially owns (as such term is defined in Rule 13d-3 under the Exchange Act) (“Beneficially Owns”) less than (i) 50% of the Initial Investment, outstanding shares of New BAC Common Stock that are Beneficially Owned by Sponsor as of immediately following the Purchaser shall be entitled to designate one Qualified Candidate to the Nomination and Governance Committee Closing (the “NGC”) of the Board of Directors of the Company (the “Board”) for appointment to the Board (any such designee, the “Purchaser Director”). Upon such designation, so long as the Purchaser Director is a Qualified Candidate, the NGC shall recommend the appointment of the Purchaser Director and the Board shall appoint such Purchaser Director to fill a vacancy on the Board (it being understood that if no vacancy then exists, the Board shall create such a vacancy by taking such actions as are necessary to increase the size of the Board by one director). Thereafter, neither the NGC nor the Board shall withhold its recommendation for the re-election of such Purchaser Director to the Board. Following the expiration of the Purchaser Director’s initial term, so long as Purchaser’s aggregate beneficial ownership of the Common Stock is equal to or greater than 9.0% of the issued and outstanding Common Stock (without taking into account any reductions in the Purchaser’s ownership stake resulting from (x) new issuances of Common Stock or (y) repurchases by the Company of Common Stock and the requirements of Section 7.4(b)) (the “Fall-away ThresholdSponsor First Sunset Date”), the Company will be required to (i) include individuals nominated for election or appointed as directors by or at the Purchaser Director in the Company’s slate of director nominees and recommend to its shareholders that the Company’s shareholders vote in favor direction of the electing the Purchaser Director to the BAC Board at the Company’s annual meetingshall include two (2) directors designated by Sponsor (each, a “Sponsor Designee”), and (ii) use reasonable best efforts to have the Purchaser Director elected as a director 5% of the Company and outstanding shares of New BAC Common Stock (the Company “Sponsor Second Sunset Date” and, together with the Sponsor First Sunset Date, the “Sponsor Sunset Dates”), the individuals nominated for election or appointed as directors by or at the direction of the BAC Board shall solicit proxies for each such person to be one (1) Sponsor Designee only; provided, that the same extent as it does for occurrence of any Sponsor Sunset Date shall not shorten the term of its other nominees to any Sponsor Designee then serving on the BAC Board. (b) The Purchaser shall have Prior to the power to designate occurrence of the Purchaser Director’s replacement upon Sponsor Second Sunset Date, the death, resignation, retirement, disqualification or removal from office size of such director; provided that any such replacement shall be a Qualified Candidate. The the BAC Board shall promptly take all action reasonably required to fill not be increased or decreased without the vacancy resulting therefrom with such person (including using all reasonable best efforts to have such person elected as director affirmative vote of the Company and the Company soliciting proxies for such person to the same extent as it does for any of its other nominees to the Board)Sponsor Designees. (c) From the date of this Agreement until the Sponsor Second Sunset Date, BAC shall include the Sponsor Designees in the slate of nominees recommended by the BAC Board for election as directors at each applicable annual or special meeting of the stockholders of BAC, including at every adjournment or postponement thereof, at which directors are to be elected. (d) The Purchaser Director Sponsor Designees may resign at any time upon written notice to the BAC Board. (e) Sponsor shall have the exclusive right to designate the directors for election to the BAC Board to fill any vacancies created by reason of the death, removal or resignation of a Sponsor Designee, and BAC shall take all reasonably necessary action to cause any such vacancies to be entitled filled by a replacement Sponsor Designee as promptly as reasonably practicable. (f) BAC agrees not to receive from take, directly or indirectly, any actions (including removing directors in a manner inconsistent with this Agreement) that would knowingly frustrate, obstruct or otherwise affect the Company provisions of this Section 6 and the same indemnification intention of the parties hereto with respect to the composition of the BAC Board as herein stated. BAC shall recommend that the BAC stockholders vote in favor of each Sponsor Designee. (g) BAC shall (i) purchase and maintain in effect at all times directors’ liability insurance in an amount and pursuant to terms determined by the BAC Board to be reasonable and customary, (ii) for so long as any Sponsor Designee nominated pursuant to this Agreement serves as a director on the BAC Board, maintain such coverage with respect to such Sponsor Designee, and (iii) cause the organizational documents of BAC to at all times provide for the indemnification, exculpation and advancement of expenses of all directors of BAC to the fullest extent permitted under applicable Law. (h) BAC shall pay all reasonable out-of-pocket expenses incurred by the Sponsor Designees in connection with the performance of his or her duties as a director and in connection with his or her role as a director as the other members attendance at any meeting of the Board, and the Purchaser Director shall be entitled to reimbursement for expenses incurred to the same extent as the other members of the BAC Board. The Company BAC shall notify the Purchaser Director of all regular and special meetings of the Board. The Company shall provide the Purchaser Director enter into customary indemnification agreements with copies of all notices, minutes, consents and other materials provided each Sponsor Designee from time to all other members of the Board concurrently as such materials are provided to the other memberstime. (d) If the Purchaser no longer beneficially owns an aggregate amount of shares of Common Stock equal to at least the Fall-away Threshold, the Purchaser will have no further rights under this Section 7.1 and, at the written request of the Board, the irrevocable resignation letter described in Section 7.1(f)(iv) shall become operative and the Purchaser Director shall be deemed to have resigned from the Board. (e) The Purchaser Director shall be subject to customary confidentiality and information use restrictions applicable to members of the Board. The Purchaser agrees that the Board may recuse the Purchaser Director by majority vote of the members of the Board (but excluding the Purchaser Director) from the portion of any Board meeting at which the Board or is evaluating or taking action with respect to (i) the exercise of any of the Company’s rights or enforcement of any of the obligations under this Agreement or the Reinsurance Agreement or (ii) any transaction proposed by, or with, the Purchaser or its Affiliates or Representatives. The Board may withhold from the Purchaser Director any material distributed to the directors to the extent directly relating to the subject of that recusal. (f) As a condition to the appointment of the Purchaser Director (including any replacement thereof) or nomination for election as a director of the Company pursuant to this Section 7.1, such Purchaser Director shall provide to the Company: (i) all information reasonably requested by the Company that is required to be or is customarily disclosed for directors, candidates for directors and their respective Affiliates and representatives in a proxy statement or other filings in accordance with Requirements of Law or any stock exchange rules or listing standards; (ii) all information reasonably requested by the Company in connection with assessing eligibility, independence and other criteria applicable to directors or satisfying compliance and legal or regulatory obligations; and (iii) an undertaking in writing by such Purchaser Director, to the extent the same is made by the other members of the Board: (1) to be subject to, bound by and duly comply with the code of conduct and other policies of the Company, in each case, to the extent applicable to all other non-executive directors of the Company; and (2) to provide such additional information reasonably necessary to comply with future legal or regulatory obligations of the Company; and (iv) an irrevocable advance resignation letter pursuant to which the Purchaser Director shall resign from the Board as set forth in this Agreement.

Board Representation. For so long as M▇▇▇▇▇▇ ▇▇▇▇▇▇▇ is a holder of a Note issued hereunder (a) Following the closing of the Initial Investment“Representation Period”), the Purchaser shall be entitled to designate one Qualified Candidate to the Nomination Nominating and Corporate Governance Committee (the “NGCNominating Committee”) of the Company’s Board of Directors shall nominate a Designated Nominee (as defined below) for election to the Board at each meeting of the Company Company’s stockholders held during the Representation Period at which directors are to be elected, commencing with the Company’s annual meeting of stockholders currently scheduled to be held in June 2013 (the “Board”) for appointment to the Board (any such designee, the “Purchaser Director2013 Annual Meeting”). Upon such designation, so long as the Purchaser Director is a Qualified Candidate, the NGC shall recommend the appointment of the Purchaser Director and the Board shall appoint recommend to the stockholders that such Purchaser Director to fill a vacancy on the Board Designated Nominee be so elected at such meeting (it being understood that if no vacancy then existscollectively, the “Nomination Obligations”). The Board shall create such a vacancy by taking take all such actions as are necessary during the Representation Period to increase ensure that the size of the Board by one director). Thereafter, neither is large enough to accommodate the NGC nor Designated Nominee’s election to the Board shall withhold its recommendation for as a director of the re-election of such Purchaser Director Company. The Nomination Obligations are subject to the Board. Following the expiration of the Purchaser Director’s initial term, so long as Purchaser’s aggregate beneficial ownership of the Common Stock is equal to or greater than 9.0% of the issued and outstanding Common Stock (without taking into account any reductions in the Purchaser’s ownership stake resulting from (x) new issuances of Common Stock or (y) repurchases by the Company of Common Stock and the requirements of Section 7.4(b)) (the “Fall-away Threshold”), the Company will be required to following conditions: (i) include the Purchaser Director in Designated Nominee’s satisfaction of all legal and governance requirements regarding the CompanyDesignated Nominee’s slate of director nominees and recommend to its shareholders that the Company’s shareholders vote in favor of the electing the Purchaser Director to the Board at the Company’s annual meeting, and (ii) use reasonable best efforts to have the Purchaser Director elected service as a director of the Company and (ii) the Company shall solicit proxies for each such person to fiduciary duties imposed on the same extent as it does for any of its other nominees to the Board. (b) The Purchaser shall have the power to designate the Purchaser Director’s replacement upon the death, resignation, retirement, disqualification or removal from office of such director; provided that any such replacement shall be a Qualified Candidate. The Board shall promptly take all action reasonably required to fill the vacancy resulting therefrom with such person (including using all reasonable best efforts to have such person elected as director directors of the Company by the Nomination Obligations. “Designated Nominee” means a person designated by M▇▇▇▇▇▇ ▇▇▇▇▇▇▇ (x) who is able to satisfy all such legal and governance requirements and (y) the Company soliciting proxies for such person to nomination and recommendation of whom would not cause the same extent as it does for any of its other nominees to the Board). (c) The Purchaser Director shall be entitled to receive from the Company the same indemnification in connection with his Nominating Committee or her role as a director as the other members of the Board, and respectively, to breach such fiduciary duty (collectively, the Purchaser “Director shall be entitled to reimbursement for expenses incurred to Qualifications”). Notwithstanding the same extent as foregoing, if (1) the other members timing of the Board. The Company shall notify the Purchaser Director of all regular and special meetings of the Board. The Company shall provide the Purchaser Director with copies of all notices, minutes, consents and other materials provided to all other members of the Board concurrently as such materials are provided to the other members. (d) If the Purchaser no longer beneficially owns an aggregate amount of shares of Common Stock equal to at least the Fall-away Threshold, the Purchaser will have no further rights under this Section 7.1 and, at the written request of the Board, the irrevocable resignation letter described in Section 7.1(f)(iv) shall become operative and the Purchaser Director shall be deemed to have resigned from the Board. (e) The Purchaser Director shall be subject to customary confidentiality and information use restrictions applicable to members of the Board. The Purchaser agrees that the Board may recuse the Purchaser Director by majority vote of the members of the Board (but excluding the Purchaser Director) from the portion of any Board meeting Closing at which the Board or is evaluating or taking action with respect to (i) the exercise of any of the Company’s rights or enforcement of any of the obligations under this Agreement or the Reinsurance Agreement or (ii) any transaction proposed by, or with, the Purchaser or its Affiliates or Representatives. The Board may withhold from the Purchaser Director any material distributed to the directors to the extent directly relating to the subject of that recusal. (f) As M▇▇▇▇▇▇ ▇▇▇▇▇▇▇ first purchases a condition to the appointment of the Purchaser Director (including any replacement thereof) or nomination Note makes it impracticable for election as a director of the Company pursuant to this Section 7.1prepare and file with the SEC, such Purchaser Director shall provide to on or before April 30, 2013, a definitive proxy statement containing the Company: (i) all information reasonably requested by regarding the Company Designated Nominee that is required to be or is customarily disclosed for directors, candidates for directors and their respective Affiliates and representatives in a proxy statement or other filings in accordance with Requirements of Law or any stock exchange rules or listing standards; (ii) all information reasonably requested by the Company in connection with assessing eligibility, independence and other criteria applicable to directors or satisfying compliance and legal or regulatory obligations; and (iii) an undertaking in writing by such Purchaser Director, therein pursuant to the extent the same is made by the other members of the Board: (1) to be subject to, bound by and duly comply with the code of conduct and other policies of the Company, in each case, to the extent applicable to all other non-executive directors of the Company; and SEC’s Schedule 14A or (2) the Designated Nominee fails to timely provide the Company with all information needed to prepare and file such additional information definitive proxy statement by April 30, 2013 that it may reasonably necessary request from the Designated Nominee, then, subject to comply with future legal or regulatory obligations Director Nominee’s satisfaction of the Company; and Director Qualifications, (ivA) an irrevocable advance resignation letter pursuant the Nominating Committee shall recommend for election, and the Board shall elect, the Designated Nominee to which the Purchaser Director shall resign from the Board as set forth in this Agreementsoon as is reasonably practicable following the 2013 Annual Meeting to serve until the next annual meeting of stockholders at which directors are elected and until his or her successor is duly elected and qualifies and (B) the Nomination Obligations shall commence with such next annual meeting.

Board Representation. Arch hereby covenants that: (a) Following on or prior to the closing Effective Date, Arch will cause a vacancy to be created on its Board of Directors (by increasing the Initial Investmentnumber of members of such Board or otherwise) and effective no later than the Effective Date will cause one person designated by the Standby Purchaser (the "Designee"), the Purchaser which person shall be entitled reasonably acceptable to designate one Qualified Candidate to the Nomination and Governance Committee (the “NGC”) of the Board of Directors of Arch and shall not be a director or employee of any entity that competes with Arch in the Company paging industry (excluding for this purpose the “Board”Personal Communications Services business), to be elected or appointed to such Board with an initial term expiring at Arch's Annual Meeting of Stockholders to be held in the year 1999; (b) for appointment to the Board (any such designee, the “Purchaser Director”). Upon such designation, so long as the Standby Purchaser Director is beneficially owns (as a Qualified Candidateresult of its discretionary control of accounts, management discretion over investment funds or otherwise, directly or through its affiliates) capital stock of Arch representing at least (x) with respect to Arch's Annual Meeting of Stockholders to be held in the NGC shall year 2002 and meetings of Arch's stockholders held prior thereto, 5.0% and (y) with respect to meetings of Arch's stockholders held thereafter 10.0%, of the outstanding voting power, Arch will (i) nominate and recommend the appointment Designee (or another person designated by the Standby Purchaser as the Designee's successor) for election at any meeting of Arch's stockholders at which the term of the Purchaser Director Designee or any successor thereto would otherwise expire and the Board shall appoint such Purchaser Director to (ii) fill a any vacancy on Arch's Board of Directors created by the Board (it being understood that if no vacancy then existsdeath, the Board shall create such a vacancy by taking such actions as are necessary to increase the size resignation or removal of the Board Designee or any successor thereto with another person designated by one director). Thereafter, neither the NGC nor Standby Purchaser as the Board shall withhold its recommendation for the re-election of such Purchaser Director to the Board. Following the expiration of the Purchaser Director’s initial term, Designee's successor; and (c) so long as Purchaser’s aggregate beneficial ownership the Designee or any successor thereto remains on Arch's Board of the Common Stock is equal to or greater than 9.0% of the issued and outstanding Common Stock (without taking into account any reductions in the Purchaser’s ownership stake resulting from (x) new issuances of Common Stock or (y) repurchases Directors, Arch will permit one additional person designated by the Company Standby Purchaser (the "Observer") to attend all meetings of Common Stock such Board as an observer and to receive copies of all documents and other materials made available to the members of such Board. The Standby Purchaser hereby acknowledges that the Designee and the requirements of Section 7.4(b)) (the “Fall-away Threshold”), the Company Observer will be required to (i) include the Purchaser Director execute and deliver to Arch confidentiality agreements in the Company’s slate form executed by the existing members of director nominees and recommend to its shareholders that the Company’s shareholders vote in favor Arch's Board of Directors. The commitment of the electing the Standby Purchaser Director hereunder is subject to the Board at the Company’s annual meeting, and (ii) use reasonable best efforts to have the Purchaser Director elected as a director of the Company and the Company shall solicit proxies for each such person to the same extent as it does for any of its other nominees to the Board. (b) The Purchaser additional condition that Arch shall have the power to designate the Purchaser Director’s replacement upon the death, resignation, retirement, disqualification or removal from office of such director; provided that any such replacement shall be a Qualified Candidate. The Board shall promptly take all action reasonably required to fill the vacancy resulting therefrom with such person (including using all reasonable best efforts to have such person elected as director of the Company and the Company soliciting proxies for such person to the same extent as it does for any of performed its other nominees to the Board). (c) The Purchaser Director shall be entitled to receive from the Company the same indemnification in connection with his or her role as a director as the other members of the Board, and the Purchaser Director shall be entitled to reimbursement for expenses incurred to the same extent as the other members of the Board. The Company shall notify the Purchaser Director of all regular and special meetings of the Board. The Company shall provide the Purchaser Director with copies of all notices, minutes, consents and other materials provided to all other members of the Board concurrently as such materials are provided to the other members. (d) If the Purchaser no longer beneficially owns an aggregate amount of shares of Common Stock equal to at least the Fall-away Threshold, the Purchaser will have no further rights under this Section 7.1 and, at the written request of the Board, the irrevocable resignation letter described in Section 7.1(f)(iv) shall become operative and the Purchaser Director shall be deemed to have resigned from the Board. (e) The Purchaser Director shall be subject to customary confidentiality and information use restrictions applicable to members of the Board. The Purchaser agrees that the Board may recuse the Purchaser Director by majority vote of the members of the Board (but excluding the Purchaser Director) from the portion of any Board meeting at which the Board or is evaluating or taking action with respect to (i) the exercise of any of the Company’s rights or enforcement of any of the obligations under this Agreement or the Reinsurance Agreement or (ii) any transaction proposed by, or with, the Purchaser or its Affiliates or Representatives. The Board may withhold from the Purchaser Director any material distributed to the directors to the extent directly relating to the subject of that recusal. (f) As a condition to the appointment of the Purchaser Director (including any replacement thereof) or nomination for election as a director of the Company pursuant to this Section 7.1, such Purchaser Director shall provide to the Company: (i) all information reasonably requested by the Company that is required to be or is customarily disclosed for directors, candidates for directors and their respective Affiliates and representatives in a proxy statement or other filings in accordance with Requirements of Law or any stock exchange rules or listing standards; (ii) all information reasonably requested by the Company in connection with assessing eligibility, independence and other criteria applicable to directors or satisfying compliance and legal or regulatory obligations; and (iii) an undertaking in writing by such Purchaser Director, to the extent the same is made by the other members of the Board: (1) to be subject to, bound by and duly comply with the code of conduct and other policies of the Company, in each case, to the extent applicable to all other non-executive directors of the Company; and (2) to provide such additional information reasonably necessary to comply with future legal or regulatory obligations of the Company; and (iv) an irrevocable advance resignation letter pursuant to which the Purchaser Director shall resign from the Board as covenant set forth in clause (a) of the first sentence of this AgreementSection 16.

Board Representation. After the Closing, for so long as the Purchasers and their affiliates (collectively, the “TPG Entities”) in the aggregate beneficially hold at least 50% of the principal amount of the Convertible Note or beneficially own at least 50% of the Conversion Shares: (a) Following The TPG Entities shall have the closing of the Initial Investment, the Purchaser shall be entitled collective right to designate one Qualified Candidate to the Nomination and Governance Committee (the “NGC”) of the Board of Directors of the Company (the “Board”) person for appointment nomination for election to the Board (any such designee, the a “Purchaser Holder Director”). Upon such designation, so long as the Purchaser Director is a Qualified Candidate, the NGC shall recommend the appointment of the Purchaser Director and the Board Company shall appoint such Purchaser Director use its reasonable best efforts to fill a vacancy on cause the Board (it being understood that if no vacancy then exists, the Board shall create such a vacancy by taking such actions as are necessary to increase the size of the Board by one director). Thereafter, neither the NGC nor the Board shall withhold its recommendation for the re-election of such Purchaser Director person to the Board. Following the expiration of the Purchaser Director’s initial term, so long as Purchaser’s aggregate beneficial ownership of the Common Stock is equal to or greater than 9.0% of the issued and outstanding Common Stock (without taking into account any reductions in the Purchaser’s ownership stake resulting from (x) new issuances of Common Stock or (y) repurchases including by the Company of Common Stock and the requirements of Section 7.4(b)) (the “Fall-away Threshold”), the Company will be required to (i) include the Purchaser Director nominating such individual to be elected as a director as provided herein, (ii) including such nomination and other required information regarding such individual in the Company’s slate proxy statement for its annual meeting of director nominees stockholders and recommend (iii) soliciting or causing the solicitation of proxies in connection with the election of such individual as a director. The Company shall take all necessary or desirable actions as may be required under applicable law or regulatory requirements to its shareholders that cause the Company’s shareholders vote in favor of individual designated by the electing TPG Entities as the Purchaser initial Holder Director to be appointed or elected to the Board at as soon as practicable but not later than ten (10) business days after the Company’s annual meeting, and (ii) use reasonable best efforts to have the Purchaser Director elected as a director of the Company and the Company shall solicit proxies for each such person to the same extent as it does for any of its other nominees to the Boarddate hereof. (b) The Purchaser In the event that a vacancy is created at any time by the death, disability, retirement, resignation or removal (with or without cause) of a Holder Director, the TPG Entities shall have the power collective right to designate the Purchaser Director’s a replacement upon the death, resignation, retirement, disqualification or removal from office of such director; provided that any such replacement shall be a Qualified Candidate. The Board shall promptly take all action reasonably required to fill the vacancy resulting therefrom with such person (including using all reasonable best efforts to have such person elected as director of the Company vacancy, and the Company soliciting proxies for shall take all necessary or desirable actions as may be required under applicable law to cause the individual designated by the TPG Entities to be appointed or elected. The Company shall not take any action to cause the removal of a Holder Director without cause unless it is directed to do so by the TPG Entities, and if the Company is so directed, the Company shall take all necessary or desirable actions to effect such person removal and to elect a replacement Holder Director as provided in the same extent as it does for any of its other nominees to the Board)immediately preceding sentence. (c) In respect of any newly proposed Holder Director (other than the initial Holder Director), the TPG Entities shall notify the Company of the proposed Holder Director, in writing, a reasonable time in advance of the mailing of any proxy statement, information statement or registration statement in which any Board nominee or Board member of the Company would be named, together with all information concerning such nominee reasonably requested by the Company and necessary in order for the Company to comply with applicable disclosure rules. (d) The Purchaser Company agrees to reimburse each Holder Director for all reasonable and documented out-of-pocket expenses incurred in connection with the performance of his or her duties as a Holder Director, including reasonable and documented out-of-pocket expenses incurred in attending meetings of the Board or any committee thereof, and each Holder Director shall be entitled to receive from indemnification arrangements and director and officer insurance coverage equivalent to such arrangements and insurance coverage applicable to all non-employee directors of the Company the same indemnification in connection with his or her role as a director as the other members to which all non-employee directors of the Board, and the Purchaser Director shall be Company are entitled to reimbursement for expenses incurred to the same extent as the other members of the Board. The Company shall notify the Purchaser Director of all regular and special meetings of the Board. The Company shall provide the Purchaser Director with copies of all notices, minutes, consents and other materials provided to all other members of the Board concurrently as such materials are provided to the other members. (d) If the Purchaser no longer beneficially owns an aggregate amount of shares of Common Stock equal to at least the Fall-away Threshold, the Purchaser will have no further rights under this Section 7.1 and, at the written request of the Board, the irrevocable resignation letter described in Section 7.1(f)(iv) shall become operative and the Purchaser Director shall be deemed to have resigned from the Boardor receive. (e) The Purchaser Director shall be subject to customary confidentiality and information use restrictions applicable to members of the Board. The Purchaser agrees that the Board may recuse the Purchaser Director by majority vote of the members of the Board (but excluding the Purchaser Director) from the portion of any Board meeting at which the Board or is evaluating or taking action with respect to (i) the exercise of any of the Company’s rights or enforcement of any of the All obligations under this Agreement or the Reinsurance Agreement or (ii) any transaction proposed by, or with, the Purchaser or its Affiliates or Representatives. The Board may withhold from the Purchaser Director any material distributed to the directors to the extent directly relating to the subject of that recusal. (f) As a condition to the appointment of the Purchaser Director (including any replacement thereof) or nomination for election as a director of the Company pursuant to this Section 7.1, such Purchaser 4.1 relating to a Holder Director shall provide terminate immediately, and the TPG Entities shall cause the Holder Director to resign promptly from the Company: Board (and the Company shall be entitled to take all action to remove the Holder Director from the Board), when the TPG Entities in the aggregate both (i) all information reasonably requested beneficially hold less than 50% of the principal amount of the Convertible Note and (ii) beneficially own less than 50% of the Conversion Shares. Without prejudice to the foregoing, at any such time, the Purchasers shall cause the Holder Director not to vote or exercise any other rights or powers of office during the period pending resignation. Any vacancy created by such resignation may be filled by the Board or the stockholders of the Company that is required to be or is customarily disclosed for directors, candidates for directors and their respective Affiliates and representatives in a proxy statement or other filings in accordance with Requirements of Law or any stock exchange rules or listing standards; (ii) all information reasonably requested by the Company in connection with assessing eligibility, independence and other criteria applicable to directors or satisfying compliance and legal or regulatory obligations; and (iii) an undertaking in writing by such Purchaser Director, to the extent the same is made by the other members of the Board: (1) to be subject to, bound by and duly comply with the code of conduct and other policies of the Company, in each case, to the extent ’s certificate of incorporation and bylaws and applicable to all other non-executive directors of the Company; and (2) to provide such additional information reasonably necessary to comply with future legal or regulatory obligations of the Company; and (iv) an irrevocable advance resignation letter pursuant to which the Purchaser Director shall resign from the Board as set forth in this Agreementlaw.

Board Representation. (a) Following On or prior to the closing Closing Date, the Board of Directors of the Initial InvestmentCompany shall be expanded by three positions thereby creating three vacancies on the Board. Mr. Robert LaPenta shall be appointed, immediately following the C▇▇▇▇▇▇ ▇▇▇▇, to fill one of these vacancies as a member and Chairman of the Board, serving in a non-executive capacity. If Mr. Robert LaPenta is unable or ceases to serve on the Board for a▇▇ ▇▇▇▇▇▇, ▇▇▇ Purchaser shall have the right to recommend to the Governance and Nominating Committee for nomination by the Board one new director (to replace Mr. Robert LaPenta as a member of the Board), who need not qualify ▇▇ ▇▇ "▇▇▇▇▇▇▇▇▇▇t director" (as that term is defined in Rule 4200 of the National Association of Securities Dealers, Inc. or any comparable regulation to which the Company may be subject from time to time) ("INDEPENDENT Director"), and who shall be the successor Chairman of the Board if approved by the Board (provided that if such individual is rejected by the Board, the Purchaser shall have the right to recommend up to two more candidates to serve as successor Chairman, subject to Board approval, and provided further that if the Board rejects such two additional candidates, Purchaser will retain the rights set forth below to continue recommending candidates to replace Mr. LaPenta, but not as Chairman of the Board). The Purchaser shal▇ ▇▇▇▇ ▇▇▇ right to recommend two additional directors to the Governance and Nominating Committee for nomination by the Board to fill the remaining two vacancies created by the expansion, which directors, upon appointment, must each qualify as an Independent Director for all Committee purposes. If one or more candidates recommended by the Purchaser pursuant to this Section are rejected by the Committee or the Board, the Purchaser shall have an ongoing right to recommend candidates to fill the aforementioned vacancies until three candidates are qualified and accepted and there are no remaining vacancies on the Board. Each director recommended to the Board by the Purchaser is referred to herein as a "PURCHASER DESIGNEE". For so long as Purchaser owns, in the aggregate, at least 20% of the outstanding shares of Common Stock of the Company (the "REQUIRED INTEREST"), the Purchaser shall be entitled to designate one Qualified Candidate nominate three Purchaser Designees to the Nomination and Governance Committee Company's Board of Directors. In the event that the Purchaser owns an interest in the Company that is less than the Required Interest but equal to or greater than 15% of the outstanding shares of Common Stock of the Company (the “NGC”"MINIMUM INTEREST"), and Purchaser currently has three Purchaser Designees serving on the Board of Directors, then, unless otherwise agreed by a majority of the Board other than the Purchaser Designees, the Purchaser shall cause one of the two Purchaser Designees who are "independent directors" to resign within ten (10) business days, the Board of Directors shall be reduced by one member and thereafter the Purchaser shall be entitled to nominate two members to the Company's Board of Directors (until such time as the aggregate interest owned by Purchaser shall be less than the Minimum Interest, whereupon Purchaser shall, unless otherwise agreed by a majority of the Board other than the Purchaser Designees, within ten (10) business days cause the remaining two Purchaser Designees to resign and the Purchaser shall have no further rights under this Section 4.1). At least ninety (90) days prior to each annual meeting of stockholders at which Purchaser Designees will stand for election, the Purchaser shall provide written notice to the Company indicating the Purchaser Designees that it will nominate at such annual meeting, and such notice shall set forth as to each person proposed for nomination all information relating to such person that is required to be disclosed in solicitations of proxies for election of directors pursuant to Regulation 14A under the Exchange Act (including such person's written consent to being named in the related proxy statement as a nominee and to serving as a director if elected). (b) The Company shall use its reasonable best efforts at all times to take such action as is necessary to ensure that the Governance and Nominating Committee of the Board of Directors (or the full Board if there is no such committee) of the Company shall nominate and recommend to the stockholders of the Company that the stockholders of the Company shall elect the Purchaser Designees to the Board of Directors. As a condition precedent to the inclusion of any Purchaser Designee on any slate of nominees to be recommended to stockholders by the Board of Directors pursuant to Section 4.1(a), the Governance and Nominating Committee of the Board (or the full Board if there is no such committee) may review the information provided pursuant to Section 4.1(a) to evaluate in good faith such Purchaser Designee's character and fitness to serve as a director. If the Governance and Nominating Committee of the Board (or the full Board if there is no such committee) determines in good faith that any such Purchaser Designee lacks the character or fitness to serve as a director based on applicable legal and reasonable commercial standards, the Governance and Nominating Committee of the Board (or the full Board if there is no such committee) shall inform the Purchaser of such determination, and the Purchaser shall then have the right to propose alternative Purchaser Designees in accordance with Section 4.1(a) above reasonably acceptable to the Company. All Purchaser Designees elected to the Board of Directors shall receive, during the period in which they serve, any and all benefits provided to the other non-executive members of the Board of Directors of the Company (the “Board”) for appointment to the Board (any such designee, the “Purchaser Director”). Upon such designation, so long as the Purchaser Director is a Qualified Candidate, the NGC shall recommend the appointment of the Purchaser Director and the Board shall appoint such Purchaser Director to fill a vacancy on the Board (it being understood that if no vacancy then exists, the Board shall create such a vacancy by taking such actions as are necessary to increase the size of the Board by one director). Thereafter, neither the NGC nor the Board shall withhold its recommendation for the re-election of such Purchaser Director to the Board. Following the expiration of the Purchaser Director’s initial term, so long as Purchaser’s aggregate beneficial ownership of the Common Stock is equal to or greater than 9.0% of the issued and outstanding Common Stock (without taking into account any reductions in the Purchaser’s ownership stake resulting from (x) new issuances of Common Stock or (y) repurchases by the Company of Common Stock and the requirements of Section 7.4(b)) (the “Fall-away Threshold”), the Company will be required to (i) include the Purchaser Director in the Company’s slate of director nominees and recommend to its shareholders that the Company’s shareholders vote in favor of the electing the Purchaser Director to the Board at the Company’s annual meeting, and (ii) use reasonable best efforts to have the Purchaser Director elected as a director of the Company and the Company shall solicit proxies for each such person to the same extent as it does for any of its other nominees to the Board. (b) The Purchaser shall have the power to designate the Purchaser Director’s replacement upon the death, resignation, retirement, disqualification or removal from office of such director; provided that any such replacement shall be a Qualified Candidate. The Board shall promptly take all action reasonably required to fill the vacancy resulting therefrom with such person (including using all reasonable best efforts to have such person elected as director of the Company and the Company soliciting proxies for such person to the same extent as it does for any of its other nominees to the Board). (c) The Purchaser Director Mr. Robert LaPenta shall be entitled have the right to receive from invite representatives ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇o attend, but not vote, as observers at the Company the same indemnification in connection with his or her role as a director as the other members open portion of the Board, and the Purchaser Director shall be entitled to reimbursement for expenses incurred to the same extent as the other members of the Board. The Company shall notify the Purchaser Director of all regular and special meetings of the Board. The Company shall provide the Purchaser Director with copies of all notices, minutes, consents and other materials provided to all other members each meeting of the Board concurrently as of Directors, including telephonic meetings, provided that each such materials are provided representative has executed and delivered to the other membersCompany a confidentiality agreement in a form reasonably satisfactory to the Company. (d) If The Board shall establish a new Strategic Committee consisting of the Purchaser no longer beneficially owns an aggregate amount of shares of Common Stock equal to at least the Fall-away Threshold, the Purchaser will have no further rights under this Section 7.1 and, at the written request following five (5) directors so long as they remain members of the Board: Mr. Robert LaPenta as Chair of the Committee, Mr. Denis Berube, th▇ ▇▇▇▇▇▇▇'▇ Chief Executive Officer serving ex-▇▇▇▇▇▇▇, ▇▇▇ two other directors recommended by Mr. Robert LaPenta, only one of whom may be a Purchaser Designee. ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ adopt a charter in substantially the irrevocable resignation letter described in Section 7.1(f)(iv) form of Exhibit E hereto (the "STRATEGIC COMMITTEE CHARTER"), which shall become operative serve as the directive of the Strategic Committee. The Strategic Committee Charter shall not be amended without the approval of the Chair of the Strategic Committee, which approval shall not be unreasonably withheld. The Strategic Committee may, and it is anticipated that the Purchaser Director shall be deemed Strategic Committee will, retain consultants and other service providers, including affiliates of the Purchaser, to have resigned from provide support to the BoardStrategic Committee and to management, on terms and conditions that are approved by a majority of the disinterested members of the Board of Directors. (e) The Subject to availability on reasonable terms and at a reasonable cost, for so long as any Purchaser Director shall be subject to customary confidentiality and information use restrictions applicable to members of the Board. The Purchaser agrees that Designee remains on the Board may recuse of Directors, the Company shall maintain directors' and officers' liability insurance with an insurer which maintains a rating of not less than A- by Fitch or A.M. Best with at least the current level of coverage and, in addition, shall consult in good faith with Purchaser Director by majority vote of the members of the Board (but excluding the Purchaser Director) from the portion of any Board meeting at which the Board or is evaluating or taking action with respect to (i) the exercise renewal of any of the Company’s rights or enforcement of any of the obligations under this Agreement or the Reinsurance Agreement or existing policies and (ii) any transaction proposed by, or with, the Purchaser or its Affiliates or Representatives. The Board may withhold from the Purchaser Director any material distributed side A excess terms and conditions coverage in an amount reasonably satisfactory to the directors to the extent directly relating to the subject of that recusalPurchaser. (f) As a condition Mr. Robert LaPenta and each Purchaser Designee shall be required t▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇ same policies and restrictions as each of the other members of the Board including but not limited to the appointment Company's Governance Policy, Insider Trading Policy and Code of Ethics and Standards of Conduct. (g) Notwithstanding anything herein to the contrary, the responsibility and authority of the Purchaser Director (including any replacement thereof) or nomination for election Board shall not be altered as a result of the transactions contemplated by this Agreement and the Board shall continue to act in accordance with the Company's certificate of incorporation, bylaws, the Company's Governance Policy and the various committee charters. The current Board members shall remain in office, though it is anticipated that the size of the Board may be reduced to ten through attrition, as determined by the Board. The current Chairman of the Board, Mr. Denis K. Berube, shall remain a director and, in accordance wi▇▇ ▇▇▇▇▇▇▇ ▇.1(d) above, shall be appointed as a member of the Strategic Committee. The current Chief Executive Officer, Mr. Bernard C. Bailey, shall continue in such capacity subject to ▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇ons of any employment agreement he may have with the Company, shall remain a director and shall serve as an ex-officio member of the Strategic Committee. (h) It is understood and agreed that the Company's Board of Directors is subject to fiduciary duties under applicable law, and that the Company's stockholders have rights with respect to the composition of the Board of Directors under applicable law and the Company's organizational documents. Accordingly, for purposes of this Section 4.1, all obligations of the Company pursuant under paragraphs (a), (b) and (d) hereof shall be deemed to this Section 7.1be "to use reasonable best efforts" to cause the intended action to be taken, such recognizing that the Company cannot guaranty what action its Board of Directors or stockholders may take in the future. In the event that the Board of Directors of the Company shall not cause any action to be taken under paragraphs (a), (b) and (d) hereof, the Purchaser Director shall provide be entitled to the Companyfollowing remedies: (i) all information reasonably requested by A full acceleration of the Company that is required vesting of the Warrants so as to be or is customarily disclosed for directors, candidates for directors and their respective Affiliates and representatives in a proxy statement or other filings in accordance with Requirements of Law or any stock exchange rules or listing standards;make the Warrants immediately exercisable; and (ii) all information reasonably requested by the Company in connection with assessing eligibility, independence and other criteria applicable Upon each failure to directors or satisfying compliance and legal or regulatory obligations; and (iii) an undertaking in writing by such Purchaser Director, to the extent the same is made by the other members of the Board: (1) to be subject to, bound by and duly comply with the code provisions of conduct paragraphs (a), (b) and other policies (d) hereof, to appoint an additional director to the Board of Directors of the Company, in each case, . Such director shall resign immediately after the default is cured to the extent applicable to all other non-executive directors of the Company; and (2) to provide such additional information reasonably necessary to comply with future legal or regulatory obligations of the Company; and (iv) an irrevocable advance resignation letter pursuant to which the Purchaser Director shall resign from the Board as set forth in this AgreementPurchaser's reasonable satisfaction.

Board Representation. The Parties agree that, subject to the applicable Nasdaq Rules, and provided that B▇▇▇▇ has obtained and delivered to Nasdaq a written opinion of B▇▇▇▇’s outside counsel qualified to opine on Cayman Islands law (a “Home Country Practice Letter”) confirming that, under the corporate governance practices of the Cayman Islands (Buyer’s home country), the nomination right and other arrangements contemplated by this Section 5.11 are permitted under Cayman Islands law and are not prohibited by B▇▇▇▇’s memorandum and articles of association, such that Buyer is entitled to follow such home country practice in lieu of the otherwise applicable Nasdaq corporate governance requirements pursuant to applicable Nasdaq Listing Rules: (a) Following For a period of three (3) years from the closing of the Initial Investment, the Purchaser shall be entitled to designate one Qualified Candidate to the Nomination and Governance Committee Closing Date (the “NGCBoard Nomination Period”), the Principal Seller shall have the right to nominate one (1) individual (the “Seller Nominee”) for election to the board of the Board directors of Directors of the Company Buyer (the “Board”). The Principal S▇▇▇▇▇’s right under this Section 5.11 is limited to one (1) director and does not include any right to appoint any alternate director, board observer or additional director. (b) Any Seller Nominee must (i) satisfy all director eligibility requirements under B▇▇▇▇’s memorandum and articles of association, applicable law (including the laws of the Cayman Islands), applicable Nasdaq Rules and Buyer’s director qualification standards, (ii) complete Buyer’s customary director background, sanctions, fitness and suitability screening, and (iii) not be subject to any disqualification under applicable securities laws, Nasdaq Rules or Buyer’s corporate governance policies. The Board shall not be obligated to nominate, recommend for election or appoint any individual who, in the Board’s good faith determination, does not satisfy the foregoing requirements or whose appointment would be inconsistent with the Board’s fiduciary duties. (c) Subject to Section 5.11(b), during the Board (any such designeeNomination Period, the “Purchaser Director”). Upon such designation, so long as the Purchaser Director is a Qualified Candidate, the NGC Buyer shall recommend the appointment of the Purchaser Director and the Board shall appoint such Purchaser Director to fill a vacancy on the Board (it being understood that if no vacancy then exists, the Board shall create such a vacancy by taking such actions as are necessary to increase the size of the Board by one director). Thereafter, neither the NGC nor the Board shall withhold its recommendation for the re-election of such Purchaser Director to the Board. Following the expiration of the Purchaser Director’s initial term, so long as Purchaser’s aggregate beneficial ownership of the Common Stock is equal to or greater than 9.0% of the issued and outstanding Common Stock (without taking into account any reductions in the Purchaser’s ownership stake resulting from (x) new issuances of Common Stock or (y) repurchases by the Company of Common Stock and the requirements of Section 7.4(b)) (the “Fall-away Threshold”), the Company will be required to (i) include the Purchaser Director in Seller Nominee on the CompanyBoard’s slate of director nominees and recommended for election at each applicable annual or special meeting of shareholders at which directors are to be elected, (ii) recommend to its shareholders that the CompanyBuyer’s shareholders vote in favor of the electing election of the Purchaser Director Seller Nominee in the same manner as it recommends the election of its other director nominees, and (iii) use commercially reasonable efforts to cause the Seller Nominee to be elected to the Board at the Company’s annual each such meeting, and (ii) use reasonable best efforts to have the Purchaser Director elected as a director including by soliciting proxies in favor of the Company and the Company shall solicit proxies for each such person Seller Nominee’s election to the same extent as it does for any solicits proxies in favor of its other nominees director nominees. For the avoidance of doubt, nothing in this Section 5.11 shall require any director, officer or shareholder of Buyer to the Board. (b) The Purchaser shall have the power to designate the Purchaser Director’s replacement upon the death, resignation, retirement, disqualification or removal from office of such director; provided take any action that any such replacement shall would be a Qualified Candidate. The Board shall promptly take all action reasonably required to fill the vacancy resulting therefrom inconsistent with such person (including using all reasonable best efforts to have such person elected as director of the Company and the Company soliciting proxies for such person to the same extent as it does for any of its other nominees to the Board). (c) The Purchaser Director shall be entitled to receive from the Company the same indemnification in connection with his or her role as a director as the other members of the Board, and the Purchaser Director shall be entitled to reimbursement for expenses incurred to the same extent as the other members of the Board. The Company shall notify the Purchaser Director of all regular and special meetings of the Board. The Company shall provide the Purchaser Director 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 membersperson’s fiduciary duties under applicable law. (d) If The Seller Nominee shall not be considered an “independent director” of Buyer for purposes of the Purchaser no longer beneficially owns an aggregate amount of shares of Common Stock equal to at least the Fall-away ThresholdNasdaq Rules, the Purchaser will have no further rights under this Section 7.1 andExchange Act or Buyer’s corporate governance guidelines, at and shall not serve on the written request audit committee of the BoardBoard or any other committee of the Board that is required under applicable Nasdaq Rules, the irrevocable resignation letter described in Section 7.1(f)(iv) shall become operative and the Purchaser Director shall applicable law or Buyer’s corporate governance guidelines to be deemed to have resigned from the Boardcomposed entirely of independent directors. (e) The Purchaser Director right conferred by this Section 5.11 does not include, and shall not be subject construed as conferring, any veto right, any reserved matter, any right to customary confidentiality and information use restrictions applicable nominate or approve senior management, or any other right to members direct, control or influence the management, operations or business of the Board. The Purchaser agrees that the Board may recuse the Purchaser Director by majority vote of the members of the Board (but excluding the Purchaser Director) from the portion of any Board meeting at which the Board Buyer or is evaluating or taking action with respect to (i) the exercise of any of the Company’s rights or enforcement of any of the obligations under this Agreement or the Reinsurance Agreement or (ii) any transaction proposed by, or with, the Purchaser or its Affiliates or Representatives. The Board may withhold from the Purchaser Director any material distributed to the directors to the extent directly relating to the subject of that recusalAffiliates. (f) As If, during the Board Nomination Period, the Seller Nominee ceases to serve as a condition director for any reason (including death, disability, resignation or removal), the Principal Seller shall have the right to nominate a replacement Seller Nominee, subject to the appointment requirements of Section 5.11(b). If the Purchaser Director Principal S▇▇▇▇▇ does not deliver written notice to B▇▇▇▇ nominating a replacement within sixty (60) days of such vacancy, the Principal Seller’s nomination right under this Section 5.11 with respect to such vacancy shall lapse until the next annual meeting of shareholders. (g) During the Board Nomination Period, Buyer shall extend to the Seller Nominee the same directors’ and officers’ liability insurance coverage and indemnification protections (including any replacement thereofadvancement of expenses) or nomination for election as a director of the Company pursuant are provided to this Section 7.1, such Purchaser Director shall provide to the Company: (i) all information reasonably requested by the Company that is required to be or is customarily disclosed for directors, candidates for directors and their respective Affiliates and representatives in a proxy statement or other filings in accordance with Requirements of Law or any stock exchange rules or listing standards; (ii) all information reasonably requested by the Company in connection with assessing eligibility, independence and other criteria applicable to directors or satisfying compliance and legal or regulatory obligations; and (iii) an undertaking in writing by such Purchaser Director, to the extent the same is made by the other members of the Board: (1) to be subject to, bound by and duly comply with the code of conduct and other policies of the Company, in each case, to the extent applicable to all Buyer’s other non-executive directors of the Company; anddirectors, in each case on terms no less favorable than those applicable to such other directors. (2h) to provide such additional information reasonably necessary to comply with future legal or regulatory obligations of the Company; and (iv) an irrevocable advance resignation letter pursuant to which the Purchaser Director shall resign from the Board as The nomination right set forth in this AgreementSection 5.11 shall automatically and irrevocably terminate upon the earliest to occur of: (i) the expiration of the Board Nomination Period, (ii) the transfer by the Principal Seller, directly or through its Affiliates, of any principal amount of the Notes to any Person other than an Affiliate of the Principal Seller, or (iii) a Change of Control of Buyer. Upon termination, the Principal Seller shall procure the prompt resignation of the Seller Nominee from the Board and any committee thereof.

Board Representation. (ai) Following The Company agrees that simultaneously with the closing execution of this Agreement, the Board and all applicable committees of the Initial InvestmentBoard shall take all necessary actions to (A) increase the size of the Board from seven (7) members to nine (9) members, and (B) appoint to the Board each of ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ (“▇▇▇▇▇▇”) and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ (“▇▇▇▇▇▇▇” and together with ▇▇▇▇▇▇, the Purchaser “New Exeter Appointees”). Each New Exeter Appointee shall be required to meet the Company’s Independence Standards for Independent Directors as set forth in the Company’s Guidelines on Corporate Governance that are in place as of the date of this Agreement and set forth on the Company’s website at ▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ and as may be further amended (the “Corporate Governance Guidelines”). During the Standstill Period (as defined below) and for so long as Exeter meets the Minimum Ownership Level (as defined below), if any New Exeter Appointee should resign from the Board or be rendered unable to serve on the Board for any reason, then Exeter shall be entitled to designate one Qualified Candidate recommend a replacement nominee to the Nomination Nominating and Corporate Governance Committee of the Board (the “NGCGovernance Committee”) to fill the resulting vacancy, who shall meet the Governance Committee’s qualification and membership requirements and applicable independence standards set forth in the Corporate Governance Guidelines, and other requirements of the Exchange Act (as defined below), the rules and regulations of the SEC (as defined below) and the listing standards for the New York Stock Exchange (or such other securities exchange on which the Common Stock shall be principally listed or traded) (any such replacement nominee appointed to the Board in accordance with this Section 1(a)(i) shall be referred to as a “Exeter Replacement Director”). Each member of the Board who is either a New Exeter Appointee or an Exeter Replacement Director are collectively referred herein as the “Exeter Directors”. The appointment of an Exeter Replacement Director to the Board shall be subject to the recommendation of the Governance Committee and approval of the Board in their sole discretion, after exercising their duties in good faith. In the event that the Governance Committee or the Board does not accept a person recommended by Exeter as an Exeter Replacement Director, Exeter shall have the right to recommend additional replacements to fill the resulting vacancy, whose appointment shall be subject to the recommendation of the Governance Committee and approval of the Board in accordance with the procedures described above. The Governance Committee and the Board shall expeditiously review and approve or disapprove any such Exeter Replacement Director. Any such Exeter Replacement Director shall be deemed to be a New Exeter Appointee for all purposes under this Agreement. The Company agrees that it shall not increase the number of directors on the Board in excess nine (9) during the Standstill Period, except as may be required by the terms of the Company’s preferred stock issuances. (ii) The Company will recommend, support and solicit proxies for the election of the Exeter Directors at the 2020 annual meeting of stockholders of the Company (the “Board2020 Annual Meeting”) for appointment to the Board (any such designee, the “Purchaser Director”). Upon such designation, so long as the Purchaser Director is a Qualified Candidate, the NGC shall recommend the appointment of the Purchaser Director and the Board shall appoint such Purchaser Director to fill a vacancy on the Board (it being understood that if no vacancy then exists, the Board shall create such a vacancy by taking such actions as are necessary to increase the size of the Board by one director). Thereafter, neither the NGC nor the Board shall withhold its recommendation for the re-election of such Purchaser Director to the Board. Following the expiration of the Purchaser Director’s initial term, so long as Purchaser’s aggregate beneficial ownership of the Common Stock is equal to or greater than 9.0% of the issued and outstanding Common Stock (without taking into account any reductions in the Purchaser’s ownership stake resulting from (x) new issuances of Common Stock or (y) repurchases by the Company of Common Stock and the requirements of Section 7.4(b)) (the “Fall-away Threshold”), the Company will be required to (i) include the Purchaser Director in same manner as for the Company’s slate of director other nominees and recommend to its shareholders that at the Company’s shareholders vote in favor of 2020 Annual Meeting (as determined by the electing the Purchaser Director Governance Committee, but subject to the Board at the Company’s annual meeting, and (ii) use reasonable best efforts to have the Purchaser Director elected as a director of the Company and the Company shall solicit proxies for each such person to the same extent as it does for any of its other nominees to the Board. (b) The Purchaser shall have the power to designate the Purchaser Director’s replacement upon the death, resignation, retirement, disqualification or removal from office of such director; provided that any such replacement shall be a Qualified Candidate. The Board shall promptly take all action reasonably required to fill the vacancy resulting therefrom with such person (including using all reasonable best efforts to have such person elected as director of the Company and the Company soliciting proxies for such person to the same extent as it does for any of its other nominees to the Board). (c) The Purchaser Director shall be entitled to receive from the Company the same indemnification in connection with his or her role as a director as the other members approval of the Board, and the Purchaser Director shall be entitled to reimbursement for expenses incurred to the same extent as the other members at least a majority of whom (exclusive of the Board. The Company shall notify the Purchaser Director of all regular and special meetings Exeter Directors) will be independent, as defined in Section 303A.02 of the Board. The New York Stock Exchange Listed Company shall provide the Purchaser Director with copies Manual, for purposes of all notices, minutes, consents and other materials provided to all other members of the Board concurrently as such materials are provided to the other members. (d) If the Purchaser no longer beneficially owns an aggregate amount of shares of Common Stock equal to at least the Fall-away Threshold, the Purchaser will have no further rights under this Section 7.1 and, at the written request of the Board, the irrevocable resignation letter described in Section 7.1(f)(iv) shall become operative and the Purchaser Director shall be deemed to have resigned from the Board. (e) The Purchaser Director shall be subject to customary confidentiality and information use restrictions applicable to members of the Board. The Purchaser agrees that the Board may recuse the Purchaser Director by majority vote of the members of the Board (but excluding the Purchaser Director) from the portion of any Board meeting at which the Board or is evaluating or taking action with respect to (i) the exercise of any of the Company’s rights or enforcement of any of the obligations under this Agreement or the Reinsurance Agreement or (ii) any transaction proposed by, or with, the Purchaser or its Affiliates or Representatives. The Board may withhold from the Purchaser Director any material distributed to the directors to the extent directly relating to the subject of that recusal. (f) As a condition to the appointment of the Purchaser Director (including any replacement thereof) or nomination for election as a director of the Company pursuant to this Section 7.1, such Purchaser Director shall provide to the Company: (i) all information reasonably requested by the Company that is required to be or is customarily disclosed for directors, candidates for directors and their respective Affiliates and representatives in a proxy statement or other filings in accordance with Requirements of Law or any stock exchange rules or listing standards; (ii) all information reasonably requested by the Company in connection with assessing eligibility, independence and other criteria applicable to directors or satisfying compliance and legal or regulatory obligations; and (iii) an undertaking in writing by such Purchaser Director, to the extent the same is made by the other members of the Board: (1) to be subject to, bound by and duly comply with the code of conduct and other policies of the Companyapproval), in each case, to so long as Exeter meets the extent applicable to all other non-executive directors of the Company; and (2) to provide such additional information reasonably necessary to comply with future legal or regulatory obligations of the Company; and (iv) an irrevocable advance resignation letter pursuant to which the Purchaser Director shall resign from the Board as set forth in this AgreementMinimum Ownership Level.

Board Representation. (a) Following the closing of the Initial Investment, the Purchaser shall be entitled to designate one Qualified Candidate to the Nomination and Governance Committee (the “NGC”) of the The Board of Directors of the Company (shall be comprised of seven members. The Company shall fill the “Board”) for appointment existing vacancy on its Board of Directors with one person designated by GAP LP, which designee shall initially be Braden R. Kelly, and shall cause another director to the Board (any such designee, the “Purchaser Director”). Upon such designation, so long as the Purchaser Director is a Qualified Candidate, the NGC shall recommend the appointment of the Purchaser Director resign and the Board shall appoint such Purchaser Director to fill a cause ▇▇▇ ▇▇▇▇▇▇▇▇▇ vacancy on the Board of Directors to be filled by one person designated by GAP LP (it being understood that if no vacancy then existscollectively, the Board shall create such a vacancy by taking such actions as are necessary to increase the size of the Board by one director"GAP DESIGNEES"). Thereafter, neither The General Atlantic Designees shall serve in accordance with the NGC nor the Board shall withhold its recommendation for the re-election Articles of such Purchaser Director to the Board. Following the expiration of the Purchaser Director’s initial term, so long as Purchaser’s aggregate beneficial ownership of the Common Stock is equal to or greater than 9.0% of the issued and outstanding Common Stock (without taking into account any reductions in the Purchaser’s ownership stake resulting from (x) new issuances of Common Stock or (y) repurchases by the Company of Common Stock Incorporation and the requirements Bylaws until the next succeeding annual meeting of Section 7.4(b)) (the “Fall-away Threshold”), the Company will be required to (i) include the Purchaser Director in the Company’s slate of director nominees and recommend to its shareholders that the Company’s shareholders vote in favor of the electing the Purchaser Director to the Board at the Company’s annual meeting, and (ii) use reasonable best efforts to have the Purchaser Director elected as a director stockholders of the Company and to be held after such election for the Company shall solicit proxies for each such person to purpose of electing directors of the same extent as it does for any class of its other nominees to which the BoardGeneral Atlantic Designees are members. (b) The Purchaser As long as the Purchasers or Affiliates thereof continue to beneficially own in the aggregate not less than the Minimum Ownership Percentage, commencing with the next succeeding annual meeting of the stockholders of the Company at which directors of the class of which the General Atlantic Designees are members are elected, and at each annual meeting of the stockholders of the Company thereafter held for the purpose of electing directors of such class, GAP LP shall have the power be entitled to designate to the Purchaser Director’s replacement upon Board of Directors the death, resignation, retirement, disqualification or removal from office General Atlantic Designees to serve as two of such director; provided that any such replacement shall be a Qualified Candidatethe directors of the Company. The Company shall cause such General Atlantic Designees to be included in the slate of nominees recommended by the Board of Directors to the Company's stockholders for election as directors, and the Company shall promptly take all action reasonably required to fill the vacancy resulting therefrom with such person (including using all use its reasonable best efforts to have cause the election of such person elected as director General Atlantic Designees, including using its reasonably best efforts to cause officers of the Company and who hold proxies (unless otherwise directed by the stockholder submitting such proxy) to vote such proxies in favor of the election of such General Atlantic Designees, unless the Board of Directors determines in good faith, with the written advice of outside counsel, that it would be inconsistent with their fiduciary duties to take such actions. As long as the Purchasers or Affiliates thereof continue to beneficially own in the aggregate not less than the Minimum Ownership Percentage, in the event that the General Atlantic Designees shall cease to serve as directors for any reason, the Company soliciting proxies for such person shall use its reasonable best efforts to the same extent as it does for cause any vacancy resulting thereby to be filled by another designee of its other nominees to the Board)GAP LP. (c) The Purchaser Director shall be entitled to receive from the Company the same indemnification in connection with his or her role as a director as the other members of the Board, and the Purchaser Director shall be entitled to reimbursement for expenses incurred Notwithstanding anything to the same extent as contrary contained in this Agreement, the other members of the Board. The Company shall notify the Purchaser Director of all regular and special meetings of the Board. The Company shall provide such reimbursement and compensation to the Purchaser Director General Atlantic Designees as is consistent with copies of all notices, minutes, consents the reimbursement and other materials compensation provided to all other members of the Board concurrently as such materials are provided to the other membersof Directors. (d) If the Purchaser no longer beneficially owns an aggregate amount of shares of Common Stock equal Subject to at least the Fall-away Thresholdapplicable securities laws and Nasdaq regulations, the Purchaser will have no further rights under this Section 7.1 and, at the written request each committee of the Board, Board of Directors shall include the irrevocable resignation letter described in Section 7.1(f)(iv) shall become operative and the Purchaser Director shall be deemed to have resigned from the BoardGeneral Atlantic Designees. (e) The Purchaser Director As long as the Purchasers or Affiliates thereof continue to beneficially own in the aggregate not less than the Minimum Ownership Percentage, GAP LP shall be subject have the right to customary confidentiality designate one observer who shall have the right to attend all regular, special and information use restrictions applicable to members of the Board. The Purchaser agrees that the Board may recuse the Purchaser Director by majority vote of the members telephonic meetings of the Board (but excluding the Purchaser Director) from the portion of any Board meeting at which the Board or is evaluating or taking action with respect to (i) the exercise of any of the Company’s rights or enforcement of any of the obligations under this Agreement or the Reinsurance Agreement or (ii) any transaction proposed byDirectors, or with, the Purchaser or its Affiliates or Representatives. The Board may withhold from the Purchaser Director any material distributed to the directors except to the extent directly relating to the subject of that recusalsuch attendance would negate any attorney-client privilege. (f) As a condition to the appointment of the Purchaser Director (including any replacement thereof) or nomination for election as a director of the Company pursuant to this Section 7.1, such Purchaser Director shall provide to the Company: (i) all information reasonably requested by the Company that is required to be or is customarily disclosed for directors, candidates for directors and their respective Affiliates and representatives in a proxy statement or other filings in accordance with Requirements of Law or any stock exchange rules or listing standards; (ii) all information reasonably requested by the Company in connection with assessing eligibility, independence and other criteria applicable to directors or satisfying compliance and legal or regulatory obligations; and (iii) an undertaking in writing by such Purchaser Director, to the extent the same is made by the other members of the Board: (1) to be subject to, bound by and duly comply with the code of conduct and other policies of the Company, in each case, to the extent applicable to all other non-executive directors of the Company; and (2) to provide such additional information reasonably necessary to comply with future legal or regulatory obligations of the Company; and (iv) an irrevocable advance resignation letter pursuant to which the Purchaser Director shall resign from the Board as set forth in this Agreement.

Board Representation. (a) Following the closing ▇▇▇▇▇▇▇▇’s board of the Initial Investmentdirectors currently consists of five (5) members. Effective as of each Closing Date, the Purchaser shall be entitled to designate one Qualified Candidate to the Nomination and Governance Committee (the “NGC”) of the Board of Directors of the Company (the “Board”) for appointment to the Board (any such designee, the “Purchaser Director”). Upon such designation, so long as the Purchaser Director is a Qualified Candidate, the NGC shall recommend the appointment of the Purchaser Director and the Board shall appoint such Purchaser Director to fill a vacancy on the Board VisionWave (it being understood that if no vacancy then exists, the Board shall create such a vacancy by taking such actions as are necessary to increase the size of the Board by one director). Thereafter, neither the NGC nor the Board shall withhold together with its recommendation for the re-election of such Purchaser Director to the Board. Following the expiration of the Purchaser Director’s initial term, so long as Purchaser’s aggregate beneficial ownership of the Common Stock is equal to or greater than 9.0Affiliates) beneficially owns at least 10% of the issued and outstanding Common Stock SaverOne Ordinary Shares (without taking into account any reductions calculated on a fully diluted basis), SaverOne shall use its best efforts to recommend to and seek the approval of its shareholders, to cause VisionWave to be entitled to designate (1) individual per completed Stage (up to a maximum of three (3) designees in the Purchaseraggregate) for appointment or election to SaverOne’s ownership stake resulting from board of directors (x) new issuances of Common Stock or (y) repurchases by the Company of Common Stock and the requirements of Section 7.4(b)) (the each, a “Fall-away ThresholdVisionWave Designee”). (b) SaverOne shall, and shall cause its shareholders (to the extent necessary and permissible under the Israeli Companies Law) to, take all actions required under its articles of association, applicable corporate approvals, the Company will be required Israeli Companies Law, Nasdaq listing rules, and other applicable Laws to cause the prompt appointment or election of each VisionWave Designee to the board, including, without limitation: (i) include increasing the Purchaser Director size of the board if necessary to accommodate such designee(s); (ii) recommending each VisionWave Designee for election by the shareholders in the Company’s slate of director nominees and recommend to its shareholders that the Company’s shareholders vote any applicable proxy or information statement; (iii) soliciting proxies or consents in favor of the electing election of each VisionWave Designee; and (iv) filling any vacancy created by the Purchaser Director to resignation, removal, or death of a director with a VisionWave Designee if such vacancy reduces the Board at number of VisionWave Designees below the Company’s annual meetingentitled number. (c) Each VisionWave Designee shall meet all customary qualification, independence, and eligibility standards applicable to SaverOne’s directors generally under the Israeli Companies Law, Nasdaq rules, and SaverOne’s corporate governance policies (iiincluding any independence requirements for committee service). VisionWave shall consult with SaverOne in good faith regarding the selection of each VisionWave Designee to ensure compliance with such standards and shall provide SaverOne with all information reasonably requested to evaluate such designee’s qualifications. (d) For so long as any VisionWave Designee serves on the board, SaverOne shall use its reasonable best efforts to have the Purchaser Director elected as a director cause such VisionWave Designee to be appointed to appropriate committees of the Company board (including, without limitation, the audit, compensation, and nominating committees), subject to applicable independence, expertise, and eligibility requirements under Nasdaq rules, the Company Israeli Companies Law, and SaverOne’s committee charters. (e) SaverOne shall solicit proxies for indemnify, defend, and hold harmless each such person VisionWave Designee to the same extent as it does for any other directors under its articles of its other nominees to the Board. (b) The Purchaser shall have the power to designate the Purchaser Director’s replacement upon the deathassociation, resignation, retirement, disqualification or removal from office of such director; provided that any such replacement shall be a Qualified Candidate. The Board shall promptly take all action reasonably required to fill the vacancy resulting therefrom with such person (including using all reasonable best efforts to have such person elected as director of the Company and the Company soliciting proxies for such person to the same extent as it does for any of its other nominees to the Board). (c) The Purchaser Director shall be entitled to receive from the Company the same indemnification in connection with his or her role as a director as the other members of the Boardapplicable Law, and the Purchaser Director shall be entitled to reimbursement for expenses incurred to the same extent as the other members of the Board. The Company shall notify the Purchaser Director of all regular directors’ and special meetings of the Board. The Company officers’ liability insurance policies, and shall provide such designees with the Purchaser Director with copies of all notices, minutes, consents and other materials provided to all other members of the Board concurrently as such materials are provided to the other members. (d) If the Purchaser no longer beneficially owns an aggregate amount of shares of Common Stock equal to at least the Fall-away Threshold, the Purchaser will have no further rights under this Section 7.1 and, at the written request of the Board, the irrevocable resignation letter described in Section 7.1(f)(iv) shall become operative and the Purchaser Director shall be deemed to have resigned from the Board. (e) The Purchaser Director shall be subject to customary confidentiality and information use restrictions applicable to members of the Board. The Purchaser agrees that the Board may recuse the Purchaser Director by majority vote of the members of the Board (but excluding the Purchaser Director) from the portion benefit of any Board meeting at which the Board advancement of expenses or is evaluating or taking action with respect other protections afforded to (i) the exercise of any of the Company’s rights or enforcement of any of the obligations under this Agreement or the Reinsurance Agreement or (ii) any transaction proposed by, or with, the Purchaser or its Affiliates or Representatives. The Board may withhold from the Purchaser Director any material distributed to the directors to the extent directly relating to the subject of that recusalgenerally. (f) As a condition to If VisionWave’s beneficial ownership falls below the appointment of the Purchaser Director (including any replacement thereof) or nomination for election as a director of the Company pursuant to this Section 7.1, such Purchaser Director shall provide to the Company: (i) all information reasonably requested by the Company that is required to be or is customarily disclosed for directors, candidates for directors and their respective Affiliates and representatives in a proxy statement or other filings in accordance with Requirements of Law or any stock exchange rules or listing standards; (ii) all information reasonably requested by the Company in connection with assessing eligibility, independence and other criteria applicable to directors or satisfying compliance and legal or regulatory obligations; and (iii) an undertaking in writing by such Purchaser Director, to the extent the same is made by the other members of the Board: (1) to be subject to, bound by and duly comply with the code of conduct and other policies of the Company, in each case, to the extent applicable to all other non-executive directors of the Company; and (2) to provide such additional information reasonably necessary to comply with future legal or regulatory obligations of the Company; and (iv) an irrevocable advance resignation letter pursuant to which the Purchaser Director shall resign from the Board as thresholds set forth in this AgreementSection 4.1(a), the number of VisionWave Designees shall be reduced accordingly, and VisionWave shall cause the excess designee(s) to resign promptly.

Board Representation. Each Stockholder hereby agrees to cast all votes to which such Stockholder is entitled in respect of any Voting Shares now or hereafter owned by such Stockholder, whether at any annual or special meeting of stockholders, by written consent or otherwise, and otherwise to take all other reasonably necessary or desirable actions with such Stockholder’s control (whether in such Stockholder’s capacity as a stockholder, director, officer or otherwise), and the Company shall take all reasonably necessary and desirable actions within its control (including, without limitation, calling directors’ and shareholders’ meetings), so that: (a) Following the closing number of directors constituting the Initial InvestmentBoard shall be not less than three (3); (b) Ecolab shall be entitled at any time to designate and have elected to the Board any one individual (the “Ecolab Company Director”). At any time when the Board shall consist of more than ten directors, the Purchaser Ecolab shall be entitled to designate one Qualified Candidate to the Nomination and Governance Committee (the “NGC”) of the Board of Directors of the Company (the “Board”) for appointment have elected to the Board (any such designee, the “Purchaser Director”). Upon such designation, so long number of Ecolab Directors as the Purchaser Director is a Qualified Candidate, the NGC shall recommend the appointment constitutes not less than one-tenth of the Purchaser Director and the Board shall appoint such Purchaser Director to fill a vacancy on the Board total number of directors (it being understood that if no vacancy then exists, the Board shall create such a vacancy by taking such actions as are necessary to increase the size of the Board by one director). Thereafter, neither the NGC nor the Board shall withhold its recommendation for the re-election of such Purchaser Director rounded up to the Board. Following the expiration of the Purchaser Director’s initial term, so long as Purchaser’s aggregate beneficial ownership of the Common Stock is equal to or greater than 9.0% of the issued and outstanding Common Stock (without taking into account any reductions in the Purchaser’s ownership stake resulting from (x) new issuances of Common Stock or (y) repurchases by the Company of Common Stock and the requirements of Section 7.4(bnext highest whole number)) (the “Fall-away Threshold”), the Company will be required to (i) include the Purchaser Director in the Company’s slate of director nominees and recommend to its shareholders that the Company’s shareholders vote in favor of the electing the Purchaser Director to the Board at the Company’s annual meeting, and (ii) use reasonable best efforts to have the Purchaser Director elected as a director of the Company and the Company shall solicit proxies for each such person to the same extent as it does for any of its other nominees to the Board. (b) The Purchaser shall have the power to designate the Purchaser Director’s replacement upon the death, resignation, retirement, disqualification or removal from office of such director; provided that any such replacement shall be a Qualified Candidate. The Board shall promptly take all action reasonably required to fill the vacancy resulting therefrom with such person (including using all reasonable best efforts to have such person elected as director of the Company and the Company soliciting proxies for such person to the same extent as it does for any of its other nominees to the Board).; (c) The Purchaser Director Ecolab shall be entitled at any time to receive from designate and have elected to the Company the same indemnification in connection with his board of directors or her role as equivalent (each a director as the other members “Sub Board”) of each of the Board, Company’s Subsidiaries any one individual (each an “Ecolab Sub Director” and the Purchaser Director shall be entitled to reimbursement for expenses incurred to Ecolab Company Director(s) and the same extent as Ecolab Sub Directors being, collectively, the other members of the Board. The Company shall notify the Purchaser Director of all regular and special meetings of the Board. The Company shall provide the Purchaser Director 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.“Ecolab Directors”); (d) If in the Purchaser no longer beneficially owns event that any Subsidiary forms, whether as a result of applicable requirements of Law or otherwise, a supervisory board, Ecolab shall be entitled at any time to designate and have elected to such supervisory board any one individual (each an aggregate amount “Ecolab Supervisory Board Member”); and (e) the removal from the Board or any Sub Board of shares any Ecolab Director or from any Subsidiary’s supervisory board of Common Stock equal to at least the Fall-away Threshold, the Purchaser will have no further rights under this Section 7.1 and, an Ecolab Supervisory Board Member (in each case with or without cause) shall be at the written request of the BoardEcolab, the irrevocable resignation letter described in Section 7.1(f)(iv) shall become operative but only upon such written request and the Purchaser Director under no other circumstances. Ecolab shall be deemed entitled at any time to have resigned from the Boardremove any Ecolab Director or Ecolab Supervisory Board Member for any reason whatsoever and to appoint another individual in his place. (e) The Purchaser Director shall be subject to customary confidentiality and information use restrictions applicable to members of the Board. The Purchaser agrees that the Board may recuse the Purchaser Director by majority vote of the members of the Board (but excluding the Purchaser Director) from the portion of any Board meeting at which the Board or is evaluating or taking action with respect to (i) the exercise of any of the Company’s rights or enforcement of any of the obligations under this Agreement or the Reinsurance Agreement or (ii) any transaction proposed by, or with, the Purchaser or its Affiliates or Representatives. The Board may withhold from the Purchaser Director any material distributed to the directors to the extent directly relating to the subject of that recusal. (f) As a condition to the appointment of the Purchaser Director (including any replacement thereof) or nomination for election as a director of the Company pursuant to this Section 7.1, such Purchaser Director shall provide to the Company: (i) all information reasonably requested by the Company that is required to be or is customarily disclosed for directors, candidates for directors and their respective Affiliates and representatives in a proxy statement or other filings in accordance with Requirements of Law or any stock exchange rules or listing standards; (ii) all information reasonably requested by the Company in connection with assessing eligibility, independence and other criteria applicable to directors or satisfying compliance and legal or regulatory obligations; and (iii) an undertaking in writing by such Purchaser Director, to the extent the same is made by the other members of the Board: (1) to be subject to, bound by and duly comply with the code of conduct and other policies of the Company, in each case, to the extent applicable to all other non-executive directors of the Company; and (2) to provide such additional information reasonably necessary to comply with future legal or regulatory obligations of the Company; and (iv) an irrevocable advance resignation letter pursuant to which the Purchaser Director shall resign from the Board as set forth in this Agreement.

Board Representation. (a) Following No later than two business days following the closing execution and delivery of this Agreement, the Company will increase the size of the Board to twelve directors and appoint ▇▇▇▇▇ ▇▇▇▇ (the “Initial New Director”) as a director of the Company. The appointment of the Initial Investment, the Purchaser shall New Director will be entitled to designate one Qualified Candidate subject to the Nomination execution by such Initial New Director, prior to the execution and Governance Committee delivery of this Agreement, of the following documents required of all non-executive directors on the Board: the Certification for the Procedures and Guidelines Governing Securities Trades by Company Personnel and the Majority Voting Conditional Resignation Letter (the “NGCNew Director Documentation”) and a D&O questionnaire (in the Company’s standard form). (b) From and after the execution and delivery of this Agreement, SRS will have the Board of Directors of the Company (the “Board”) right to recommend for appointment to the Board an additional independent director (any such designeethe “Subsequent New Director” and, together with the Initial New Director, the “Purchaser DirectorNew Directors”). Upon such designationThe Subsequent New Director must not be a former employee or a current employee, so long advisor, consultant or Affiliate of SRS and must (i) have the relevant financial and business experience to be a director of the Company and (ii) not serve as a director or officer of any Competitor and otherwise qualify as “independent” of the Purchaser Company pursuant to the applicable stock exchange listing requirements ((i) and (ii), the “Director Criteria”). The appointment of the Subsequent New Director will be subject to a customary due diligence process by the Board (including the review of a completed D&O questionnaire (in the Company’s standard form), interviews with members of the Board, a customary background check and completion by the Subsequent New Director of the New Director Documentation). The Company will use its reasonable best efforts to complete its approval process as promptly as practicable. The Company shall appoint the Subsequent New Director to the Board if (and only if) the Board, taking into account the Subsequent New Director’s skillset and experience, finds the Subsequent New Director to be reasonably acceptable. In the event the Board reasonably finds that the Subsequent New Director is not acceptable, SRS will be entitled to recommend different nominees which meet the foregoing criteria, and such nominees will be subject to the foregoing approval process. For the avoidance of doubt, SRS will be entitled to continue to recommend different nominees which meet the foregoing criteria until a Qualified Candidate, the NGC shall recommend Subsequent New Director is appointed. Immediately prior to the appointment of the Purchaser Director and the Board shall appoint such Purchaser Director to fill a vacancy on the Board (it being understood that if no vacancy then existsSubsequent New Director, the Board shall create such a vacancy by taking such actions as are necessary to Company will increase the size of the Board by one director). Thereafter, neither the NGC nor the Board shall withhold its recommendation for the re-election of such Purchaser Director director to the Board. Following the expiration of the Purchaser Director’s initial term, so long as Purchaser’s aggregate beneficial ownership of the Common Stock is equal to or greater than 9.0% of the issued and outstanding Common Stock (without taking into account any reductions in the Purchaser’s ownership stake resulting from (x) new issuances of Common Stock or (y) repurchases by the Company of Common Stock and the requirements of Section 7.4(b)) (the “Fall-away Threshold”), the Company will be required to (i) include the Purchaser Director in the Company’s slate of director nominees and recommend to its shareholders that the Company’s shareholders vote in favor of the electing the Purchaser Director to the Board at the Company’s annual meeting, and (ii) use reasonable best efforts to have the Purchaser Director elected as a director of the Company and the Company shall solicit proxies for each such person to the same extent as it does for any of its other nominees to the Board. (b) The Purchaser shall have the power to designate the Purchaser Director’s replacement upon the death, resignation, retirement, disqualification or removal from office of such director; provided that any such replacement shall be a Qualified Candidate. The Board shall promptly take all action reasonably required to fill the vacancy resulting therefrom with such person (including using all reasonable best efforts to have such person elected as director of the Company and the Company soliciting proxies provide for such person to the same extent as it does for any of its other nominees to the Board)appointment. (c) The Purchaser Director shall be entitled to receive from Company’s slate of nominees for election as directors of the Company at the same indemnification 2016 annual meeting of stockholders (the “2016 Annual Meeting”) will include the New Directors appointed prior to the date of the mailing of the Company’s definitive proxy statement in connection with his or her role as a director as the other members of the Board, and the Purchaser Director shall be entitled to reimbursement for expenses incurred to the same extent as the other members of the Boardsuch annual meeting. The Company shall notify will recommend that the Purchaser Director of all regular and special meetings Company’s stockholders vote in favor of the Board. The Company shall provide the Purchaser Director with copies of all notices, minutes, consents and other materials provided to all other members election of the Board concurrently New Directors at such annual meeting and will support the New Directors for election in a similar manner as such materials are provided to the Company’s other membersnominees. (d) If At all times while serving as a member of the Purchaser no longer beneficially owns an aggregate amount of shares of Common Stock equal Board (and as a condition to at least the Fall-away Thresholdsuch service), the Purchaser will have no further rights under this New Directors shall (i) comply with all policies, codes and guidelines applicable to Board members (subject to Section 7.1 and, at the written request 8(b)) and (ii) satisfy clause (ii) of the Board, the irrevocable resignation letter described in Section 7.1(f)(iv) shall become operative and the Purchaser Director shall be deemed to have resigned from the BoardCriteria. (e) The Purchaser New Directors shall be entitled to resign from the Board at any time in their discretion. Should any of the New Directors resign from the Board or become unable to serve on the Board due to death, disability or other reasons prior to the expiration of the Standstill Period, SRS will have the right to recommend for appointment to the Board a replacement director meeting the same criteria applicable to the New Director shall being replaced (a “Replacement”). The appointment of a Replacement will be subject to a customary confidentiality and information use restrictions applicable to due diligence process by the Board (including the review of a completed D&O questionnaire (in the Company’s standard form), interviews with members of the Board, a customary background check and completion by the Replacement of the New Director Documentation). The Purchaser agrees that Company will use its reasonable best efforts to complete its approval process as promptly as practicable. The Company shall appoint a Replacement to the Board may recuse if (and only if) it finds a Replacement to be reasonably acceptable. For the Purchaser Director by majority vote avoidance of doubt, SRS will be entitled to continue to recommend different nominees which meet the members of the Board (but excluding the Purchaser Director) from the portion of any Board meeting at which the Board or foregoing criteria until a Replacement is evaluating or taking action with respect to (i) the exercise of any of the Company’s rights or enforcement of any of the obligations under appointed. Except as otherwise specified in this Agreement, if a Replacement is appointed, all references in this Agreement or the Reinsurance Agreement or (ii) any transaction proposed by, or with, the Purchaser or its Affiliates or Representatives. The Board may withhold from the Purchaser Director any material distributed to the directors to the extent directly relating to the subject of that recusalterm “New Directors” will include such Replacement. (f) As a condition For so long as the Initial New Director serves on the Board, the Initial New Director shall be appointed to the appointment of the Purchaser Director (including any replacement thereof) or nomination for election as a director of the Company pursuant to this Section 7.1, such Purchaser Director shall provide to the Company: (i) all information reasonably requested by the Company that is required to be or is customarily disclosed for directors, candidates for directors and their respective Affiliates and representatives in a proxy statement or other filings in accordance with Requirements of Law or any stock exchange rules or listing standards; (ii) all information reasonably requested by the Company in connection with assessing eligibility, independence and other criteria applicable to directors or satisfying compliance and legal or regulatory obligations; and (iii) an undertaking in writing by such Purchaser Director, to the extent the same is made by the other members Compensation Committee of the Board: (1) . If requested by SRS, for so long as the Subsequent New Director serves on the Board, the Subsequent New Director shall be appointed to be subject to, bound by and duly comply with the code of conduct and other policies Corporate Governance Committee of the Company, in each case, to the extent applicable to all other non-executive directors of the Company; and (2) to provide such additional information reasonably necessary to comply with future legal or regulatory obligations of the Company; and (iv) an irrevocable advance resignation letter pursuant to which the Purchaser Director shall resign from the Board as set forth in this AgreementBoard.