Common use of Board Representation Clause in Contracts

Board Representation. (a) Subject at all times to Sections 2(b) and 3(n) herein, during the period beginning at the closing of the IPO until the earliest of (a) the twelfth anniversary of the date of the closing of the IPO; (b) such time as the Investors and their respective Affiliates no longer beneficially own, collectively, at least 6,250,000 Series C Shares or the equivalent of any successor securities issued upon conversion of such Series C Shares (including shares of voting common stock issued upon conversion of non-voting common stock issued upon conversion of the Series C Shares) (as adjusted for any stock dividends, combinations, splits, recapitalizations and the like with respect to such Series C Shares), or (c) following the third year anniversary of the IPO, such time as the Investors collectively hold less than 5% of the as-converted securities of the Company, the Company shall support the nomination of, and cause the Board of Directors (or the nominating committee thereof), subject to the requirements of fiduciary duties under applicable law, to recommend and include 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 are to be elected (an “Election Meeting”), one (1) person designated at any time and from time to time by the mutual consent of the Investors (an “Investor Designee”); provided that, the Company shall have no obligation to support the nomination of or cause the Board of Directors to include in the slate of nominees recommended to the Company’s stockholders for election as directors of the Company an Investor Designee if the Investors already have an Investor Designee serving as a director on the Board of Directors at the time of the Election Meeting and the term(s) of such Investor Designee(s) as a director on the Board of Directors does not expire at such Election Meeting. In the event that an Investor Designee resigns from his or her seat on the Board of Directors or is removed or otherwise fails to become or ceases to be a director for any reason, the vacancy will be filled by the election or appointment of another Investor Designee nominated by the Investors as soon as reasonably practicable in compliance with applicable laws, rules and regulations. The Investors will provide the Company, in writing, the information about any Investor Designee that is reasonably required by applicable law promptly after the Company requests such information from the Investors, and will cause any Investor Designee to submit on a timely basis to the Company a completed and executed questionnaire in the form that the Company provides to its outside directors generally. (b) Notwithstanding the provisions of Section 2(a), the Investors shall not be entitled to designate any person as a nominee to the Board of Directors if (i) a majority of the disinterested members of the Board of Directors reasonably and in good faith determines, after consultation with the Company’s outside legal counsel, that such person would not be qualified to serve as a director of the Company under any applicable law (including requirements of fiduciary duties under applicable law), rule or regulation, rule of the stock exchange on which the Company’s shares are listed, the Bylaws or any policy, or guidelines previously approved by the Board of Directors or (ii) such person is not approved for nomination by the Board of Directors (or the nominating committee thereof). The Company shall notify the Investors as soon as reasonably practicable of any objection to an Investor Designee pursuant to this Section 2(b) as to enable the Investors to propose a replacement Investor Designee in accordance with the terms of this Agreement. The Investors shall use reasonable best efforts to propose an Investor Designee sufficiently in advance of the date on which the proxy materials are to be mailed by the Company in connection with an Election Meeting to allow for inclusion of an Investor Designee in such proxy materials.

Board Representation. (a) Subject at all times The Company shall promptly cause two vacancies to Sections 2(bbe created on its Board of Directors (by increasing the number of members of the Board of Directors or otherwise) and 3(n) herein, during the period beginning at the closing Initial Closing shall cause two persons designated by the Fund (unless, after customary investigation of such persons' qualifications, the Board of Directors reasonably determines in good faith that either or both of such persons is not qualified or acceptable under standards applied fairly and equally to all nominees) to be selected to fill such vacancies. One of the IPO persons designated by the Fund may, at the Fund's written election, be designated by an Additional Investor, but in no case shall the Holders of Preferred Stock collectively designate more than two persons to serve on the Board of Directors. Such designees shall serve until the earliest next succeeding annual meeting of (a) the twelfth anniversary stockholders of the date of the closing of the IPO; Company to be held after such election. (b) Commencing with such time next succeeding annual meeting of stockholders of the Company referred to in Section 8.10(a), (i) so long as the Investors and their respective Affiliates no longer beneficially own, collectively, at least 6,250,000 Series C Shares or Fund holds 50% of the equivalent of any successor securities issued upon conversion of such Series C Shares (including shares of voting common stock Preferred Stock or Common Stock issued upon conversion of non-voting common stock issued or issuable upon conversion of the Series C SharesPreferred Shares (whether or not the Preferred Shares have been converted) acquired by it under this Agreement, the Fund shall be entitled to designate two directors to the Company's Board of Directors (as adjusted for any stock dividends, combinations, splits, recapitalizations and one of whom at the like with respect to such Series C Shares), Fund's written election may be designated by an Additional Investor) or (cii) following the third year anniversary of the IPO, such time so long as the Investors collectively hold less than 5Fund holds 25% of the as-converted securities shares of Common Stock issued or issuable upon conversion of the Preferred Shares (whether or not such shares have been converted) acquired by it under this Agreement, the Fund shall be entitled to designate one director to the Company's Board of Directors, and, in either case, at relevant future annual meetings of the stockholders of the Company, the a successor to replace any such director upon expiration of his or her term. The Company shall support the nomination ofcause such designees (unless, and cause after customary investigation of any such person's qualifications, the Board of Directors (reasonably determines in good faith that such person is not qualified or the nominating committee thereof), subject acceptable under standards applied fairly and equally to the requirements of fiduciary duties under applicable law, all nominees) to recommend and include be included in the slate of nominees recommended by the Board to the Company’s 's stockholders for election as directors of the Company at each annual or special meeting of the Company’s stockholders at which directors are to be elected (an “Election Meeting”)directors, one (1) person designated at any time and from time to time by the mutual consent of the Investors (an “Investor Designee”); provided that, the Company shall have no obligation use its reasonable best efforts to support cause the nomination election of such designees, including voting all shares for which the Company holds proxies (unless otherwise directed by the stockholder submitting such proxy) or cause is otherwise entitled to vote, in favor of the election of such person. Notwithstanding the foregoing, if the Fund has not designated a person pursuant to Section 8.10(a), or if the Fund is entitled to designate a director or directors to the Company's Board of Directors by virtue of the first sentence of this Section 8.10(b) and the Fund does not designate at least one director to the Company's Board of Directors, the Fund shall be entitled to receive all notices and materials distributed to the members of the Board of Directors to include in the slate of nominees recommended to the Company’s stockholders for election as directors , and to designate one person who shall be entitled to attend all meetings of the Company an Investor Designee if the Investors already have an Investor Designee serving as a director on the Board of Directors at the time and committees thereof and to receive minutes of the Election Meeting and the term(sall such meetings upon preparation thereof. (c) of such Investor Designee(s) as a director on the Board of Directors does not expire at such Election Meeting. In the event that any designee of the Fund (or at the Fund's written election, by an Investor Designee resigns from his or her seat on the Board of Directors or is removed or otherwise fails Additional Investor) shall cease to become or ceases to be serve as a director for any reason, other than by reason of the vacancy will be filled by the election Fund not being entitled to designate a designee as provided in Section 8.10(a) or appointment of another Investor Designee nominated by the Investors as soon as reasonably practicable in compliance with applicable laws, rules and regulations. The Investors will provide the Company, in writing, the information about any Investor Designee that is reasonably required by applicable law promptly after the Company requests such information from the Investors, and will cause any Investor Designee to submit on a timely basis to the Company a completed and executed questionnaire in the form that the Company provides to its outside directors generally. (b) Notwithstanding the provisions of Section 2(a8.10(b), the Investors shall not be entitled to designate any person as a nominee to the Board of Directors if (i) a majority of the disinterested members of the Board of Directors reasonably and in good faith determines, after consultation with the Company’s outside legal counsel, that such person would not be qualified to serve as a director of the Company under any applicable law (including requirements of fiduciary duties under applicable law), rule or regulation, rule of the stock exchange on which the Company’s shares are listed, the Bylaws or any policy, or guidelines previously approved by the Board of Directors or (ii) such person is not approved for nomination by the Board of Directors (or the nominating committee thereof). The Company shall notify the Investors as soon as reasonably practicable of any objection to an Investor Designee pursuant to this Section 2(b) as to enable the Investors to propose a replacement Investor Designee in accordance with the terms of this Agreement. The Investors shall use its reasonable best efforts to propose an Investor Designee sufficiently in advance cause the vacancy resulting thereby to be filled by a designee of the date on which Fund (or at the proxy materials are to be mailed Fund's written election, by the Company in connection with an Election Meeting to allow for inclusion of an Investor Designee in such proxy materialsAdditional Investor).

Board Representation. (a) Subject at all times to Sections 2(b) the terms and 3(n) hereinconditions of this Agreement, during the period beginning at the closing of the IPO until the earliest of (a) the twelfth anniversary of from the date of the closing of the IPO; (b) such time as the Investors and their respective Affiliates no longer beneficially own, collectively, at least 6,250,000 Series C Shares or the equivalent of any successor securities issued upon conversion of such Series C Shares (including shares of voting common stock issued upon conversion of non-voting common stock issued upon conversion of the Series C Shares) (as adjusted for any stock dividends, combinations, splits, recapitalizations and the like with respect to such Series C Shares), or (c) following the third year anniversary of the IPO, such time as the Investors collectively hold less than 5% of the as-converted securities of the Companythis Agreement, the Company and each Voting Party shall support take all Necessary Action to cause, effective immediately following the nomination ofEffective Time, the Board to be comprised of eight (8) directors: i. three of whom (the “VG Designees” and each a “VG Designee”) have been initially designated as set forth on Exhibit 3(a) hereto and shall thereafter be designated by the ▇▇ ▇▇▇▇▇▇; provided that only for so long as ▇▇ ▇▇▇▇▇▇ Beneficially Owns a number of Voting Shares representing at least the percentage set forth below of the number of Voting Shares currently owned by ▇▇ ▇▇▇▇▇▇ relative to the number of Voting Shares Beneficially Owned by ▇▇ ▇▇▇▇▇▇ immediately following the Effective Time and after taking into account the consummation of any Related Transaction, the Company shall, and cause the Board of Directors (or the nominating committee thereof)Voting Parties shall take all Necessary Action to, subject to the requirements of fiduciary duties under applicable law, to recommend and include in the slate of nominees recommended to by the Company’s stockholders Board for election as directors of the Company at each applicable annual or special meeting of the stockholders of the Company’s stockholders , including at every adjournment or postponement thereof, at which directors are to be elected that number of individuals designated by ▇▇ ▇▇▇▇▇▇ that, if elected, will result in ▇▇ ▇▇▇▇▇▇ having designated the number of directors serving on the Board that is shown below: 50% or greater 3 25% or greater, up to but not including 50% 2 10% or greater, up to but not including 25% 1 Less than 10% 0 ii. two of whom (the “CP Designees” and each a “CP Designee”) have been initially designated as set forth on Exhibit 3(a) hereto and shall thereafter be designated by the ▇▇ ▇▇▇▇▇▇; provided that for so long as ▇▇ ▇▇▇▇▇▇ has the right to designate two CP Designees, one of the CP Designees must qualify as an “Election Meeting”)independent director” under stock exchange regulations applicable to the Company; provided, one (1) person designated further, that only for so long as the CP and the SCH Holder Beneficially Own, in the aggregate, a number of Voting Shares representing at any time and from time to time least the percentage set forth below of the number of Voting Shares Beneficially Owned by the mutual consent ▇▇ ▇▇▇▇▇▇ and the SCH Holder, in the aggregate, immediately following the Effective Time and after taking into account the consummation of any Acquiror Share Redemptions and after excluding the Investors (an “Investor Designee”); provided thatCP Shares, the Company shall, and the Voting Parties shall have no obligation to support the nomination of or cause the Board of Directors to take all Necessary Action to, include in the slate of nominees recommended to by the Company’s stockholders Board for election as directors at each applicable annual or special meeting of the stockholders of the Company, including at every adjournment or postponement thereof, at which directors are to be elected that number of individuals designated by ▇▇ ▇▇▇▇▇▇ that, if elected, will result in ▇▇ ▇▇▇▇▇▇ having designated the number of directors serving on the Board that is shown below: 90% or greater 2 50% or greater, up to but not including 90% 1 Less than 50% 0 iii. two of whom (the “Other Designees”, together with the VG Designees and the CP Designees, the “Designees”) have been initially designated as set forth on Exhibit 3(a) hereto and shall thereafter be designated as determined by the Board; provided, that each of the two Other Designees must qualify in the determination of the Board as an “independent director” under stock exchange regulations applicable to the Company and one of the two Other Designees must qualify as an “audit committee financial expert” within the meaning of U.S. Securities and Exchange Commission Regulation S-K; provided, further, that (x) each Voting Party shall be obligated to vote or caused to be voted any Voting Shares Beneficially Owned by such Voting Party in favor of the election of the Other Designees for the duration of the Lock-Up Period, and (y) except as set forth in the preceding clause (x) no Voting Party shall be obligated to vote or cause to be voted any Voting Shares Beneficially Owned by such Voting Party in favor of the election of any Other Designee and each Voting Party may vote or cause to be voted any Voting Shares Beneficially Owned by such Voting Party with respect to any Other Designee in their sole discretion. iv. one of whom (the “CEO Director”) shall be the individual serving as the Chief Executive Officer of the Company an Investor Designee if the Investors already have an Investor Designee serving as a director and who is initially set forth on the Board of Directors at the time of the Election Meeting and the term(sExhibit 3(a) of such Investor Designee(s) as a director on the Board of Directors does not expire at such Election Meeting. In the event that an Investor Designee resigns from his or her seat on the Board of Directors or is removed or otherwise fails to become or ceases to be a director for any reason, the vacancy will be filled by the election or appointment of another Investor Designee nominated by the Investors as soon as reasonably practicable in compliance with applicable laws, rules and regulations. The Investors will provide the Company, in writing, the information about any Investor Designee that is reasonably required by applicable law promptly after the Company requests such information from the Investors, and will cause any Investor Designee to submit on a timely basis to the Company a completed and executed questionnaire in the form that the Company provides to its outside directors generallyhereto. (b) Notwithstanding the provisions of Section 2(a), the Investors shall not be entitled to designate any person as a nominee to the Board of Directors if (i) a majority of the disinterested members of the Board of Directors reasonably and in good faith determines, after consultation with the Company’s outside legal counsel, that such person would not be qualified to serve as a director of the Company under any applicable law (including requirements of fiduciary duties under applicable law), rule or regulation, rule of the stock exchange on which the Company’s shares are listed, the Bylaws or any policy, or guidelines previously approved by the Board of Directors or (ii) such person is not approved for nomination by the Board of Directors (or the nominating committee thereof). The Company shall notify the Investors as soon as reasonably practicable of any objection to an Investor Designee pursuant to this Section 2(b) as to enable the Investors to propose a replacement Investor Designee in accordance with the terms of this Agreement. The Investors shall use reasonable best efforts to propose an Investor Designee sufficiently in advance of the date on which the proxy materials are to be mailed by the Company in connection with an Election Meeting to allow for inclusion of an Investor Designee in such proxy materials.

Board Representation. (a) Subject at all times to Sections 2(b) and 3(n) herein, during the period beginning at the closing of the IPO until the earliest of (a) the twelfth anniversary of the date of the closing of the IPO; (b) such time as the Investors and their respective Affiliates no longer beneficially own, collectively, at least 6,250,000 7,500,000 Series C Shares or the equivalent of any successor securities issued upon conversion of such Series C Shares (including shares of voting common stock issued upon conversion of non-voting common stock issued upon conversion of the Series C Shares) (as adjusted for any stock dividends, combinations, splits, recapitalizations and the like with respect to such Series C Shares), or (c) following the third year anniversary of the IPO, such time as the Investors collectively hold less than 5% of the as-converted securities of the Company, the Company shall support the nomination of, and cause the Board of Directors (or the nominating committee thereof), subject to the requirements of fiduciary duties under applicable law, to recommend and include 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 are to be elected (an “Election Meeting”), one (1) person designated at any time and from time to time by the mutual consent of the Investors (an “Investor Designee”); provided that, the Company shall have no obligation to support the nomination of or cause the Board of Directors to include in the slate of nominees recommended to the Company’s stockholders for election as directors of the Company an Investor Designee if the Investors already have an Investor Designee serving as a director on the Board of Directors at the time of the Election Meeting and the term(s) of such Investor Designee(s) as a director on the Board of Directors does not expire at such Election Meeting. In the event that an Investor Designee resigns from his or her seat on the Board of Directors or is removed or otherwise fails to become or ceases to be a director for any reason, the vacancy will be filled by the election or appointment of another Investor Designee nominated by the Investors as soon as reasonably practicable in compliance with applicable laws, rules and regulations. The Investors will provide the Company, in writing, the information about any Investor Designee that is reasonably required by applicable law promptly after the Company requests such information from the Investors, and will cause any Investor Designee to submit on a timely basis to the Company a completed and executed questionnaire in the form that the Company provides to its outside directors generally. (b) Notwithstanding the provisions of Section 2(a), the Investors shall not be entitled to designate any person as a nominee to the Board of Directors if (i) a majority of the disinterested members of the Board of Directors reasonably and in good faith determines, after consultation with the Company’s outside legal counsel, that such person would not be qualified to serve as a director of the Company under any applicable law (including requirements of fiduciary duties under applicable law), rule or regulation, rule of the stock exchange on which the Company’s shares are listed, the Bylaws or any policy, or guidelines previously approved by the Board of Directors or (ii) such person is not approved for nomination by the Board of Directors (or the nominating committee thereof). The Company shall notify the Investors as soon as reasonably practicable of any objection to an Investor Designee pursuant to this Section 2(b) as to enable the Investors to propose a replacement Investor Designee in accordance with the terms of this Agreement. The Investors shall use reasonable best efforts to propose an Investor Designee sufficiently in advance of the date on which the proxy materials are to be mailed by the Company in connection with an Election Meeting to allow for inclusion of an Investor Designee in such proxy materials.

Board Representation. (a) Subject at all times to Sections 2(b) The Company and 3(n) herein, during the period beginning at the closing each member of the IPO until the earliest of (a) the twelfth anniversary of the date of the closing of the IPO; (b) such time as the Investors and their ACI Control Group shall take all reasonable measures, if any, within its respective Affiliates no longer beneficially own, collectively, at least 6,250,000 Series C Shares or the equivalent of any successor securities issued upon conversion of such Series C Shares (including shares of voting common stock issued upon conversion of non-voting common stock issued upon conversion of the Series C Shares) (as adjusted for any stock dividends, combinations, splits, recapitalizations and the like with respect control to such Series C Shares), or (c) following the third year anniversary of the IPO, such time as the Investors collectively hold less than 5% of the as-converted securities of the Company, the Company shall support the nomination of, and cause the Board of Directors to consist of at least five (5) directors who qualify as “independent” under the applicable rules of the New York Stock Exchange (the “NYSE”) and as such term is defined in Rule 10A-3(b)(1) under the Exchange Act. Independent directors may include one or more nominees nominated pursuant to this Section 2.01. From and after such time as the Company ceases to a “controlled company” within the meaning of the corporate governance standards of the NYSE and after the expiration of any applicable transition periods under such standards, the majority of the Board of Directors shall be comprised of members who are “independent” under the applicable rules of the NYSE and as such term is defined in Rule 10A-3(b)(1) under the Exchange Act. At all times the Company shall take all action necessary to cause the number of directors constituting the Board of Directors (regardless of the number of independent or other directors otherwise required) to be at least such number as shall be necessary to provide for the designation of one or more directors by each Sponsor entitled pursuant to this Section 2.01 to designate to the Board of Directors one or more directors. (b) The Company and each member of the ACI Control Group shall take all reasonable measures, if any, within its respective control, to cause the Chief Executive Officer of the Company to be nominated and supported by the Company for election as a director. (c) For so long as Cerberus has, in the aggregate, beneficial ownership of (i) at least 20% of the aggregate number of Company Shares then outstanding, Cerberus shall be entitled to designate to the Board of Directors four (4) directors; (ii) less than 20% but at least 10% of the aggregate number of Company Shares then outstanding, Cerberus shall be entitled to designate to the Board of Directors two (2) directors; and (iii) less than 10% but at least 5% of the aggregate number of Company Shares then outstanding, Cerberus shall be entitled to designate to the Board of Directors one (1) director. (d) For so long as Schottenstein has, in the aggregate, beneficial ownership of at least 5% of the aggregate number of Company Shares then outstanding, Schottenstein shall be entitled to designate to the Board of Directors one (1) director. (e) For so long as ▇▇▇▇▇ has, in the aggregate, beneficial ownership of at least 5% of the aggregate number of Company Shares then outstanding, ▇▇▇▇▇ shall be entitled to designate to the Board of Directors one (1) director. (f) For so long as a Sponsor is entitled to designate one or more directors to the Board of Directors pursuant to this Section 2.01, the Company agrees it shall take all action reasonably available to it to cause such individual(s) who satisfy the Director Requirements (or the nominating committee thereof), subject any replacement designated by such Sponsor) to the requirements of fiduciary duties under applicable law, to recommend and include be included in the slate of nominees recommended by the Board of Directors to the Company’s stockholders for election as directors at each annual meeting of the stockholders of the Company at each annual or (and/or in connection with any special meeting of stockholders or election by written consent) and the Company’s stockholders at which directors are Company shall use the same efforts to cause the election of such nominee(s) as it uses to cause other nominees recommended by the Board of Directors to be elected elected, including soliciting proxies in favor of the election of such nominee(s). (an “Election Meeting”g) If the number of directors that a Sponsor is entitled to designate to the Board of Directors is reduced pursuant to the terms of this Section 2.01, then such Sponsor shall promptly cause a number of directors equal to such reduction to resign from service on the Board of Directors, including all committees thereof. Each Sponsor shall cause any director designated to the Board of Directors by it to resign from service on any committee of the Board of Directors if, as a result of such director’s service on such committee, such committee does not satisfy the requirements of applicable law or the NYSE rules for service on such committee. (h) 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 director designated by a Sponsor to the Board of Directors pursuant to this Section 2.01, or in the event of the failure of any such nominee of a Sponsor to be elected, the Sponsor who designated such director shall have the right to designate a replacement who satisfies the Director Requirements to fill such vacancy (but only if the Sponsor would be then entitled to designate such director pursuant to the foregoing provisions of this Section 2.01). The Company shall take all action reasonably available to it to cause such vacancy to be filled by the replacement so designated, and, to the extent permitted under the Certificate of Incorporation and Bylaws of the Company then in effect, to cause the Board of Directors to promptly elect such designee to the Board of Directors. Any other vacant director position(s) or newly created directorship(s) shall be filled by the Board of Directors, upon the recommendation of the Nominating Committee. (i) For so long as such Sponsor has, in the aggregate, beneficial ownership of at least 5% of the aggregate number of Company Shares then outstanding, each of Cerberus, Kimco and ▇▇▇▇▇▇-▇▇▇▇▇ shall have the right to designate one (1) person observer to the Board of Directors (each such observer, an “Observer”). A Sponsor shall have the right to designate a replacement for any Observer previously designated by such Sponsor at any time and from time to time by for so long as such Sponsor has a right to designate an Observer. ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ shall also have the mutual consent right to be an Observer. (j) An Observer may attend any meeting of the Investors (an “Investor Designee”); provided thatBoard of Directors, the Company provided, that no Observer shall have no obligation the right to support the nomination of vote or cause otherwise participate in the Board of Directors meeting in any way other than to include in the slate of nominees recommended to the Company’s stockholders for election as directors observe any applicable meeting of the Company an Investor Designee if the Investors already have an Investor Designee serving as a director on Board of Directors. Observers shall be provided advance notice of each meeting of the Board of Directors in the same manner and at the same time of as the Election Meeting and the term(s) of such Investor Designee(s) as a director on the Board of Directors does not expire at such Election Meeting. In the event that an Investor Designee resigns from his or her seat on the Board of Directors or is removed or otherwise fails to become or ceases to be a director for any reason, the vacancy will be filled by the election or appointment of another Investor Designee nominated by the Investors as soon as reasonably practicable in compliance with applicable laws, rules and regulations. The Investors will provide the Company, in writing, the information about any Investor Designee that is reasonably required by applicable law promptly after the Company requests such information from the Investors, and will cause any Investor Designee to submit on a timely basis to the Company a completed and executed questionnaire in the form that the Company provides to its outside directors generally. (b) Notwithstanding the provisions of Section 2(a), the Investors shall not be entitled to designate any person as a nominee to the Board of Directors if (i) a majority of the disinterested other members of the Board of Directors reasonably and in good faith determinesshall be given copies of all documents, after consultation with the Company’s outside legal counsel, that such person would not be qualified materials and other information as and when given to serve as a director other members of the Company under any applicable law (including requirements Board of fiduciary duties under applicable law)Directors, rule or regulation, rule provided that the Observer shall have executed a non-disclosure and confidentiality agreement and such other acknowledgments and agreements reasonably satisfactory to the Board of Directors. Notwithstanding the stock exchange on which the Company’s shares are listedforegoing, the Bylaws or Observer shall be excluded from attending any policy, or guidelines previously approved by meeting of the Board of Directors or (ii) receiving any materials to the extent necessary to preserve attorney-client privilege, to safeguard highly proprietary or classified information, in the case of any conflict of interest involving such person is not approved for nomination Observer or as otherwise deemed necessary or advisable by the Board of Directors. The Board of Directors (or any committee thereof shall have the nominating committee thereof)right to exclude an Observer from any meeting or portion thereof in the sole discretion of a majority of the members in attendance at such meeting. Each Observer shall be a natural person. The Company shall notify reimburse each Observer for his or her reasonable out-of-pocket costs incurred to attend meetings of the Investors as soon as reasonably practicable Board of any objection to an Investor Designee pursuant to this Section 2(b) as to enable the Investors to propose a replacement Investor Designee in accordance with the terms of this AgreementDirectors. The Investors Company agrees that each Observer shall use reasonable best efforts be entitled to propose an Investor Designee sufficiently in advance the benefit of the date on which indemnification and advancement of expenses provided by, or granted pursuant to, the proxy materials are to be mailed by Bylaws of the Company in connection with an Election Meeting to allow for inclusion as if such Observer was a director of an Investor Designee in such proxy materialsthe Company.

Board Representation. (a) Subject Effective as of the Closing, the Board shall be comprised of no more than eleven (11) Directors; provided that the size of the Board may be decreased to the extent that the Designated Stockholder’s right to designate the maximum number of Directors pursuant to this Section 2.1(a) is not prejudiced by application of the first proviso at all times the end of this Section 2.1(a); provided further that the size of the Board may be increased pursuant to Sections 2(bSection 2.1(d). The Designated Stockholder shall have the right to designate or nominate (as applicable) a maximum of either two (2) Directors or one (1) Director to the Board as follows: (i) For so long as the Investor Stockholders hold at least two-thirds of the Purchased Shares issued on the Closing Date (as adjusted for stock splits, combinations, reclassifications and similar transactions but not conversion), the Designated Stockholder shall have the right to designate no more than two (2) Directors to the Board that the holders of Series B Preferred Stock are entitled to elect pursuant to Section 4(c) of the Certificate of Designation; (ii) For so long as the Investor Stockholders hold at least one-third, but less than two-thirds, of the Purchased Shares issued on the Closing Date (as adjusted for stock splits, combinations, reclassifications and similar transactions but not conversion), the Designated Stockholder shall have the right to designate no more than one (1) Director to the Board that the holders of Series B Preferred Stock are entitled to elect pursuant to Section 4(c) of the Certificate of Designation; (iii) Following the conversion of any Purchased Shares into Conversion Shares (and without duplication of the Board seats provided in clause (i) or (ii) above), for so long as the Investor Stockholders hold at least a number of Conversion Shares equal to two-thirds of the Purchased Shares issued on the Closing Date on an as-converted basis (as adjusted for stock splits, combinations, reclassifications and similar transactions), the Designated Stockholder shall have the right to nominate two (2) Directors for election to the Board (and no more than a maximum of two (2) Directors giving effect to any rights exercised under clause (i) or (ii) above); and (iv) Following the conversion of any Purchased Shares into Conversion Shares (and without duplication of the Board seats provided in clauses (i) and 3(n(ii) hereinabove), during for so long as the period beginning Investor Stockholders hold a number of Conversion Shares equal to less than two-thirds but at least one-third of the Purchased Shares issued on the Closing Date (as adjusted for stock splits, combinations, reclassifications and similar transactions) on an as-converted basis, the Designated Stockholder shall have the right to nominate one (1) Director for election to the Board (and no more than a maximum of two (2) Directors giving effect to any rights exercised under clause (i) or (ii) above); provided that notwithstanding the foregoing, the rights of the Designated Stockholder in this Section 2.1(a) shall be subject to applicable NASDAQ rules to the extent required such that the Common Stock shall continue to be listed on NASDAQ; provided, further, that in connection with an Approved Transaction pursuant to which the Company issues shares of Common Stock as consideration in the transaction, the maximum number of Investor Directors that the Designated Stockholder is entitled to designate or nominate immediately prior to such transaction (the “Maximum Number of Directors”) may be reduced following the consummation of such transaction, at the closing election of the IPO until Company, to a number of Investor Directors (rounded to the earliest of nearest whole number) equal to (ax) the twelfth Maximum Number of Directors multiplied by (y) the aggregate percentage ownership of the Company following the consummation of such transaction owned on a fully diluted basis by the holders of Capital Stock of the Company immediately prior to such transaction (provided that in no event may the Maximum Number of Directors be reduced to below one (1) Investor Director by application of this proviso although it shall remain subject to reduction pursuant to clauses (i) through (iv) of Section 2.1(a)); and provided, further, that in any event such rights shall terminate on the seventh (7th) anniversary of the date of the closing of the IPO; hereof. (b) such time For so long as the Investors and their respective Affiliates no longer beneficially own, collectively, Designated Stockholder has the right to designate or nominate at least 6,250,000 Series C Shares or the equivalent of any successor securities issued upon conversion of such Series C Shares one (including shares of voting common stock issued upon conversion of non-voting common stock issued upon conversion of the Series C Shares1) (as adjusted for any stock dividends, combinations, splits, recapitalizations and the like with respect director pursuant to such Series C SharesSection 2.1(a), or (c) following the third year anniversary of the IPO, such time as the Investors collectively hold less than 5% of the as-converted securities of the Company, the Company at all times shall support take such action as may be required under applicable Law, NASDAQ rules, the nomination of, Restated Certificate and the Bylaws to cause the Board to consist of the number of Directors specified in clause (or the nominating committee thereof)a) and, subject to the requirements of fiduciary duties under applicable law, Designated Stockholder’s compliance with Section 2.1(e) to recommend and include on the Board or in the slate of nominees recommended by the Board such persons designated or nominated, as the case may be, by the Designated Stockholder pursuant to this Section 2.1. (c) For so long as the Company’s stockholders for election as directors of Designated Stockholder has the Company right to designate or nominate at each annual or special meeting of the Company’s stockholders at which directors are to be elected (an “Election Meeting”), least one (1) person designated director pursuant to Section 2.1(a), in the event that a vacancy is created at any time by the death, disability, retirement, resignation or removal (with or without cause) of any Investor Director, the Designated Stockholder may designate or nominate, as applicable, another individual to be elected to fill the vacancy created thereby, and the Company hereby agrees to take, at any time and from time to time by time, all actions necessary to accomplish the mutual same. (d) For so long as the Designated Stockholder has the right to designate or nominate at least one (1) director pursuant to Section 2.1(a), without the prior written consent of the Investors (an “Investor Designee”); provided thatDesignated Stockholder, the Company agrees not to take any action that would cause the number of Directors constituting the entire Board to be greater than 11; provided that the entire Board may be increased to the extent the Company is obligated to designate or nominate one or more Directors to the Board pursuant to an Approved Transaction. Thereafter, the number of Directors may be established by the Board in accordance with the Restated Certificate, By-Laws and applicable Law. (e) Any Director designated or nominated by the Designated Stockholder shall have no obligation to support the nomination be, at all times during which such Person serves as a Director, a present or former full-time general partner, managing director or principal of Elevation Management, LLC, shall not be (or be a representative of or cause otherwise Affiliated with) a competitor of the Board of Directors to include Company as determined in good faith by the slate of nominees recommended Board, and shall otherwise be reasonably acceptable to the Company’s stockholders for election Governance and Nominating Committee as directors determined in good faith. The initial Investor Directors shall be R▇▇▇▇ ▇▇▇▇▇▇▇ (as a Class I Director until the declassification of the Company an Investor Designee if the Investors already have an Investor Designee serving Board in 2008) and F▇▇▇ ▇▇▇▇▇▇▇▇ (as a director on Class II Director until the declassification of the Board of Directors in 2008) and shall be required to stand for re-election at the time Company’s 2006 or 2007 annual general meeting of stockholders, as the Election Meeting and the term(s) of such Investor Designee(s) as a director on the Board of Directors does not expire at such Election Meeting. In the event that an Investor Designee resigns from his or her seat on the Board of Directors or is removed or otherwise fails to become or ceases to be a director for any reason, the vacancy will be filled by the election or appointment of another Investor Designee nominated by the Investors as soon as reasonably practicable in compliance with applicable laws, rules and regulationscase may be. The Investors will provide Designated Stockholder shall notify the CompanyCompany of each proposed Investor Director, in writing, a reasonable time in advance of the mailing of any proxy statement, information about statement or registration statement in which any Investor Designee that is reasonably required by applicable law promptly after Board nominee or Board member of the Company requests would be named (which in the event of any proxy statement relating to an annual meeting of stockholders of the Company shall be no later than 30 days prior to the first anniversary of the mailing of the proxy statement related to the previous year’s annual meeting of stockholders), together with all information concerning such information from nominee reasonably requested by the InvestorsCompany, so that the Company may determine whether such nominee complies with the above qualifications and will cause any so that the Company can comply with applicable disclosure rules; provided that in the absence of such notice, the Designated Stockholder shall be deemed to have designated or nominated the same Investor Designee to submit on a timely basis Directors as set forth in the most recent notice delivered to the Company a completed and executed questionnaire in the form that the Company provides pursuant to its outside directors generallythis Section 2.1(e). (bf) Notwithstanding All obligations of the provisions Company pursuant to Section 2.1 shall terminate, and, unless otherwise requested by the Board (which request shall not be deemed to affect the termination of the right to nominate or designate Investor Directors pursuant to Section 2(a2.1(a)), the Investors Designated Stockholder shall cause all of the Investor Directors to resign promptly from the Board, immediately when the Designated Stockholder no longer has the right to designate or nominate at least one (1) director pursuant to Section 2.1(a). In addition, the Designated Stockholder shall cause any excess Investor Directors to resign promptly at any time that there exist more Investor Directors than the Designated Stockholder is entitled to nominate or designate pursuant to Section 2.1(a), unless otherwise requested by the Board (which request shall not be entitled deemed to affect the termination of the right to nominate or designate any person as a nominee Investor Directors pursuant to Section 2.1(a)). Without prejudice to the Board foregoing, at any such time, no Investor Directors shall vote or exercise any other rights or powers of Directors if (i) a majority of office during the disinterested members of the Board of Directors reasonably and in good faith determines, after consultation with the Company’s outside legal counsel, that period pending resignation. Any vacancy created by such person would not resignation may be qualified to serve as a director of the Company under any applicable law (including requirements of fiduciary duties under applicable law), rule or regulation, rule of the stock exchange on which the Company’s shares are listed, the Bylaws or any policy, or guidelines previously approved filled by the Board of Directors or (ii) such person is not approved for nomination by the Board stockholders of Directors (or the nominating committee thereof). The Company shall notify the Investors as soon as reasonably practicable of any objection to an Investor Designee pursuant to this Section 2(b) as to enable the Investors to propose a replacement Investor Designee in accordance with the terms of this AgreementRestated Certificate, the By-Laws and applicable Law. The Investors shall use reasonable best efforts Company may implement this provision by requiring the execution and delivery of resignation letters subject to propose an Investor Designee sufficiently in advance termination of the date on which the proxy materials are to be mailed by the Company in connection with an Election Meeting to allow for inclusion of an Investor Designee in such proxy materialsdesignation or nomination rights.

Board Representation. (a) Subject at all times to Sections 2(b) and 3(n) herein, during the period beginning at the closing of the IPO until the earliest of (a) the twelfth anniversary of the date of the closing of the IPO; (b) such time as the Investors Investor and their respective its Affiliates no longer beneficially own, collectively, owns at least 6,250,000 7,500,000 Series C Shares or the equivalent of any successor securities issued upon conversion of such Series C Shares (including shares of voting common stock issued upon conversion of non-voting common stock issued upon conversion of the Series C Shares) (as adjusted for any stock dividends, combinations, splits, recapitalizations and the like with respect to such Series C Shares), or (c) following the third year anniversary of the IPO, (i) with respect to one of its two Investor Designees, such time as the Investors collectively hold Investor holds less than 20% of the as-converted securities of the Company, and (ii) with respect to both of its Investor Designees, such time as the Investor holds less than 5% of the as-converted securities of the Company, the Company shall support the nomination of, and cause the Board of Directors (or the nominating committee thereof), subject to the requirements of fiduciary duties under applicable law, to recommend and include 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 are to be elected (an “Election Meeting”), one two (12) person persons designated at any time and from time to time by the mutual consent of the Investors Investor (each an “Investor Designee”); provided that, the Company shall have no obligation to support the nomination of or cause the Board of Directors to include in the slate of nominees recommended to the Company’s stockholders for election as directors of the Company an Investor Designee if the Investors Investor already have an has at least two Investor Designee Designees serving as a director directors on the Board of Directors at the time of the Election Meeting and the term(s) of such Investor Designee(s) as a director on the Board of Directors does not expire at such Election Meeting. In the event that an Investor Designee resigns from his or her seat on the Board of Directors or is removed or otherwise fails to become or ceases to be a director for any reason, the vacancy will be filled by the election or appointment of another Investor Designee nominated by the Investors Investor as soon as reasonably practicable in compliance with applicable laws, rules and regulations. The Investors Investor will provide the Company, in writing, the information about any Investor Designee that is reasonably required by applicable law promptly after the Company requests such information from the InvestorsInvestor, and will cause any Investor Designee to submit on a timely basis to the Company a completed and executed questionnaire in the form that the Company provides to its outside directors generally. (b) Notwithstanding the provisions of Section 2(a), the Investors Investor shall not be entitled to designate any person as a nominee to the Board of Directors if (i) a majority of the disinterested members of the Board of Directors reasonably and in good faith determines, after consultation with the Company’s outside legal counsel, that such person would not be qualified to serve as a director of the Company under any applicable law (including requirements of fiduciary duties under applicable law), rule or regulation, rule of the stock exchange on which the Company’s shares are listed, the Bylaws or any policy, or guidelines previously approved by the Board of Directors or (ii) such person is not approved for nomination by the Board of Directors (or the nominating committee thereof). The Company shall notify the Investors Investor as soon as reasonably practicable of any objection to an Investor Designee pursuant to this Section 2(b) as to enable the Investors Investor to propose a replacement Investor Designee in accordance with the terms of this Agreement. The Investors Investor shall use reasonable best efforts to propose an Investor Designee sufficiently in advance of the date on which the proxy materials are to be mailed by the Company in connection with an Election Meeting to allow for inclusion of an Investor Designee in such proxy materials.

Board Representation. (a) Subject at all times to Sections 2(b) and 3(n) herein, during the period beginning at the closing of the IPO until the earliest of (a) the twelfth anniversary of the date of the closing of the IPO; (b) Until such time as the Investors and their respective Affiliates Apollo no longer beneficially own, collectively, owns at least 6,250,000 Series C Shares or the equivalent of any successor securities issued upon conversion of such Series C Shares (including shares of voting common stock issued upon conversion of non-voting common stock issued upon conversion of the Series C Shares) (as adjusted for any stock dividends, combinations, splits, recapitalizations and the like with respect to such Series C Shares), or (c) following the third year anniversary of the IPO, such time as the Investors collectively hold less than 550.1% of the as-converted securities total number of the Company, shares of Common Stock outstanding at any time: (i) the Company shall support the nomination of, and cause the Board of Directors (or the nominating committee thereof), subject to the requirements of fiduciary duties under applicable law, to recommend and include 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 are to be elected (an “Election Meeting”), one (1) person designated at any time and from time to time by the mutual consent of the Investors (an “Investor Designee”); provided that, the Company shall have no obligation to support the nomination of or cause the Board of Directors to include in the slate of nominees recommended to the Company’s stockholders for election as directors of the Company, five (5) persons designated at any time and from time to time by Apollo Management; and (ii) upon written request from Apollo Management, the Company an Investor Designee if shall take promptly all action as shall be necessary to, and shall cause the Investors already have an Investor Designee serving as Board of Directors to, increase the size of the Board of Directors by such number that, when taken together with the five (5) Apollo Designees designated pursuant to clause (a)(i) above, constitutes a director majority of the positions on the Board of Directors at the time of the Election Meeting and the term(s) of such Investor Designee(s) as a director on Directors. The Company shall cause the Board of Directors does not expire promptly to fill the vacancies created by such increase with persons designated by Apollo Management and, at the annual stockholder meeting following such Election Meeting. In written request from Apollo Management, shall support the event that an Investor Designee resigns from his or her seat on nomination of, and cause the Board of Directors or is removed or otherwise fails to become or ceases include in the slate of nominees recommended to be a director the Company’s stockholders for any reason, the vacancy will be filled by the election or appointment as directors of another Investor Designee nominated by the Investors as soon as reasonably practicable in compliance with applicable laws, rules and regulations. The Investors will provide the Company, in writing, the information about any Investor Designee that is reasonably required persons designated by applicable law promptly after the Company requests Apollo Management to fill such information from the Investors, and will cause any Investor Designee to submit on a timely basis to the Company a completed and executed questionnaire in the form that the Company provides to its outside directors generallyvacancies. (b) After such time as Apollo no longer beneficially owns at least 50.1%, but until such time as Apollo no longer beneficially owns at least 33 1/3%, of the total number of shares of Common Stock outstanding at any time, the Company shall support the nomination of, and cause the Board of Directors to include in the slate of nominees recommended to the Company’s stockholders for election as directors of the Company, four (4) persons designated at any time and from time to time by Apollo Management; (c) Until such time as Apollo no longer beneficially owns (i) in the case of an Apollo Designee designated in connection with an increase in the number of directors pursuant to clause (a)(ii) above, at least 50.1%, or (ii) in the case of any other Apollo Designee, at least 33 1/3%, of the total number of shares of Common Stock outstanding at any time, vacancies arising through the death, resignation or removal of such Apollo Designee may be filled only by a majority of the directors nominated by Apollo Management then in office and the directors so chosen shall hold office until the next annual election and until their successors are duly elected and qualified, or until their earlier death, resignation or removal. (d) Notwithstanding the provisions of this Section 2(a)2, the Investors Apollo Management shall not be entitled to designate any person as a nominee to the Board of Directors if (i) the Company receives a majority written opinion of the disinterested members of the Board of Directors reasonably and in good faith determines, after consultation with the Company’s its outside legal counsel, which shall be a counsel of national reputation, that such person would not be qualified to serve as a director of the Company under any applicable law (including requirements of fiduciary duties under applicable law), rule or regulation, rule of the stock exchange New York Stock Exchange or the By-Laws to serve as a director of the Company. Other than for the reasons set forth in the preceding sentence, the Company shall not have the right to object to any Apollo Designee. The Company shall notify Apollo Management in writing of the date on which the Company’s shares proxy materials are listed, the Bylaws or any policy, or guidelines previously approved expected to be mailed by the Board Company in connection with an election of Directors or directors (ii) and such person is not approved for nomination by the Board of Directors (or the nominating committee thereofnotice shall be delivered to Apollo Management at least 30 days prior to such expected mailing date). The Company shall notify the Investors as soon as reasonably practicable Apollo Management of any objection to an Investor Apollo Designee pursuant to this Section 2(b2(d) as to enable the Investors to propose a replacement Investor Designee in accordance with the terms of this Agreement. The Investors shall use reasonable best efforts to propose an Investor Designee sufficiently in advance of the date on which the such proxy materials are to be mailed by the Company in connection with an Election Meeting such election of directors so as to allow for inclusion of an Investor enable Apollo Management to propose a replacement Apollo Designee in such proxy materialsaccordance with the terms of this Agreement. Notwithstanding the provisions of this Section 2, the Company shall not be required to take any action which it reasonably believes is unlawful, and the Company shall be allowed to take any action the omission of which it reasonably believes would be unlawful.

Board Representation. (a) Subject at all times The Company shall not, prior to Sections 2(b) and 3(n) herein, during the period beginning at the closing registration of the IPO until Common Stock owned by the earliest Shareholder with the SEC, increase the size of its Board of Directors to more than five (a5) the twelfth anniversary of the date of the closing of the IPO; (b) such time members unless Mr. Joseph Tate decides to become a director in ad▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇hareholders' director nominee as the Investors and their respective Affiliates no longer beneficially owndescribed below, collectively, at least 6,250,000 Series C Shares or the equivalent of any successor securities issued upon conversion of such Series C Shares (including shares of voting common stock issued upon conversion of non-voting common stock issued upon conversion of the Series C Shares) (as adjusted for any stock dividends, combinations, splits, recapitalizations and the like with respect to such Series C Shares), or (c) following the third year anniversary of the IPO, such time as the Investors collectively hold less than 5% of the as-converted securities of the Company, the Company shall support the nomination of, and cause in which event the Board of Directors shall have no more than seven (or the nominating committee thereof), subject to the requirements 7) members. The Board of fiduciary duties under applicable law, to recommend and include in the slate of nominees recommended to the Company’s stockholders for election as directors Directors of the Company at each annual or special meeting of the Company’s stockholders at which directors are to be elected (an “Election Meeting”), shall nominate one (1) person designated at any time and from time to time designee selected by the mutual consent of the Investors (an “Investor Designee”); provided that, the Company shall have no obligation to support the nomination of or cause the Board of Directors to include in the slate of nominees recommended to the Company’s stockholders Shareholder for election as directors of the Company an Investor Designee if the Investors already have an Investor Designee serving as a director on to the Board of Directors at the time each annual meeting of the Election Meeting Company's shareholders, and shall recommend the election of such designee to the Company's shareholders, and the term(s) Principal Shareholders shall vote their shares of Common Stock in favor of the election of such Investor Designee(s) as a director on designee; provided, however, that in the event that Mr. Joseph Tate is designated by the Shareholder, in addition to i▇▇ ▇▇▇st nominee for nomination by the Board of Directors does not expire at such Election Meeting. In for election to the event that an Investor Designee resigns from his or her seat on Board of Directors, then the Board of Directors or is removed or otherwise fails to become or ceases to shall nominate two (2) designees (one of which shall be a director for any reason, the vacancy will be filled Mr. Joseph Tate) selected by the Shareholder for election or appointment ▇▇ ▇▇▇ ▇▇▇▇▇ of another Investor Designee nominated by the Investors as soon as reasonably practicable in compliance with applicable laws, rules and regulations. The Investors will provide Directors at each annual meeting of the Company, in writing, the information about any Investor Designee that is reasonably required by applicable law promptly after the Company requests such information from the Investors's shareholders, and will cause any Investor Designee to submit on a timely basis shall recommend the election of such designees to the Company a completed Company's shareholders, and executed questionnaire the Principal Shareholders shall vote their shares of Common Stock in favor of the form election of such designees; provided further, however, that the Company provides to its outside directors generally. (bShareholder's designee(s) Notwithstanding the provisions of Section 2(a), the Investors shall not be entitled to designate any person as a nominee to the Board of Directors if (i) a majority of the disinterested members of the Board of Directors reasonably and in good faith determines, after consultation with the Company’s outside legal counsel, that such person would not must be qualified to serve as a director of an issuer subject to the Company under any applicable law (including reporting requirements of fiduciary duties under applicable law)the Securities Exchange Act of 1934, 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 as amended. (b) Agreement to be Bound by the Board of Directors or (ii) such person is not approved for nomination by the Board of Directors (or the nominating committee thereof)this Section 5. The Company shall notify the Investors as soon as reasonably practicable of any objection to an Investor Designee pursuant Principal Stockholders have executed Addendum A to this Section 2(b) as to enable Agreement whereby the Investors to propose a replacement Investor Designee in accordance with Principal Stockholders have agreed that the terms provisions of this Agreement. The Investors Section 5 shall use reasonable best efforts be binding upon each of them with respect to propose an Investor Designee sufficiently in advance any Common Stock now owned or hereafter acquired by each of the date on which the proxy materials are to be mailed by the Company in connection with an Election Meeting to allow for inclusion of an Investor Designee in such proxy materialsthem.

Board Representation. (a) Subject at all times to Sections 2(b2(c) and 3(n) hereinbelow, during the period beginning at the closing of the IPO until the earliest of (a) the twelfth anniversary of the date of the closing of the IPO; (b) such time as the Investors Investor and their respective its Affiliates no longer beneficially own, collectively, own at least 6,250,000 Series C Shares or the equivalent of any successor securities issued upon conversion of such Series C Shares (including 76,034,504 shares of voting common stock issued upon conversion of nonCommon Stock (on an as-voting common stock issued upon conversion of the Series C Shares) (converted basis and as adjusted for any stock dividends, combinations, splits, recapitalizations and the like with respect to such Series C Sharesshares after the date hereof), or (c) following the third year anniversary of the IPO, such time as the Investors collectively hold less than 5% of the as-converted securities of the Company, the Company shall support the nomination of, and cause the Board of Directors (or the nominating committee thereof), subject to the requirements of fiduciary duties under applicable law, to recommend and include 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 are to be elected (an “Election Meeting”), one (1) person designated at any time and from time to time by the mutual consent of the Investors (an “Investor Designee”); provided that, the Company shall have no obligation to support the nomination of or cause the Board of Directors to include in the slate of nominees recommended to the Company’s stockholders for election as directors of the Company an Company, two (2) persons designated at any time and from time to time by the Investor Designee if the Investors already have an Investor Designee serving as (each, a director on the Board of Directors at the time of the Election Meeting and the term(s) of such Investor Designee(s) as a director on the Board of Directors does not expire at such Election Meeting“40% Designee”). In the event that an Investor a 40% Designee resigns from his or her seat on the Board of Directors or is removed or otherwise fails to become or ceases to be a director for any reason, the vacancy will be filled by the election or appointment of another Investor Designee director nominated by the Investors Investor as soon as reasonably practicable in compliance with applicable laws, rules and regulations. The Investors Investor will provide the Company, in writing, the information about any Investor each 40% Designee that is reasonably required by applicable law for inclusion in the Company’s proxy materials for meetings of stockholders promptly after the Company requests such information from the InvestorsInvestor, and will cause any Investor each 40% Designee to submit on a timely basis to the Company a completed and executed questionnaire in the form that the Company provides to its outside directors generally. (b) Subject at all times to Sections 2(c) and 3(n) below, during the period beginning at the closing of the IPO until such time as the Investor and its Affiliates no longer beneficially own at least 28,512,939 shares of Common Stock (on an as-converted basis and as adjusted for any stock dividends, combinations, splits, recapitalizations and the like with respect to such shares after the date hereof), the Company shall support the nomination of, and cause the Board of Directors to include in the slate of nominees recommended to the Company’s stockholders for election as directors of the Company, one (1) person designated at any time and from time to time by the Investor (a “15% Designee” and, together with the 40% Designees, the “Investor Designees”). In the event that the 15% Designee resigns his or her seat on the Board of Directors or is removed or otherwise fails to become or ceases to be a director for any reason, the vacancy will be filled by the election or appointment of another director nominated by the Investor as soon as reasonably practicable in compliance with applicable laws, rules and regulations. Investor will provide the Company, in writing, the information about the 15% Designee that is reasonably required by applicable law for inclusion in the Company’s proxy materials for meetings of stockholders promptly after the Company requests such information from the Investor, and will cause the 15% Designee to submit on a timely basis to the Company a completed and executed questionnaire in the form that the Company provides to its outside directors generally. (c) Notwithstanding the provisions of Section Sections 2(a) and 2(b), the Investors Investor shall not be entitled to designate any person as a nominee to the Board of Directors if (i) a majority of the disinterested members of the Board of Directors reasonably and in good faith determines, after consultation with the Company’s outside legal counsel, that such person would not be qualified to serve as a director of the Company under any applicable law (including requirements of fiduciary duties under applicable law), rule or regulation, rule of the stock exchange on which the Company’s shares are listed, the Bylaws or any policy, policy or guidelines previously approved by the Board of Directors or (ii) such person is not approved for nomination by the Board of Directors (or the nominating committee thereof)Directors. The Company shall notify the Investors as soon as reasonably practicable Investor of any objection to an Investor Designee pursuant to this Section 2(b2(c) sufficiently in advance of the date on which the proxy materials related to any such designee are to be mailed by the Company in connection with such election of directors so as to enable the Investors Investor to propose a replacement Investor Designee in accordance with the terms of Section 2(a) or 2(b), as applicable. (d) Subject at all times to Section 3(n) below and the other limitations set forth in this Agreement. The Investors shall use reasonable best efforts to propose an Investor Designee sufficiently in advance Section 2(d), during the period beginning at the closing of the IPO until such time as the Investor and its Affiliates no longer beneficially own at least 19,008,626 shares of Common Stock (on an as-converted basis and as adjusted for any stock dividends, combinations, splits, recapitalizations and the like with respect to such shares after the date on which hereof), the proxy Company shall invite one (1) designee of the Investor (an “Observer”) to attend all meetings of the Board of Directors and each committee thereof in a nonvoting observer capacity. In this respect, the Company shall give the Observer copies of all notices, minutes, consents, and other materials that it provides to its directors at substantially the same time and in the same manner as provided to such directors; provided, however, that the Observer shall agree to hold in confidence and trust and to act in a fiduciary manner with respect to all information so provided; and provided, further, that the Company reserves the right to withhold any information and to exclude such Observer from any meeting or portion thereof if (i) the Board of Directors determines based upon the advice of outside counsel that access to such information or attendance at such meeting is reasonably likely to adversely affect the attorney-client privilege between the Company and its counsel, or (ii) the Board of Directors determines in good faith and after consultation with the Company’s outside counsel that access to such information or attendance at such meeting is reasonably likely to result in a conflict of interest. With respect to any particular Observer, the Company’s obligations under this Section 2(d) are to be mailed by contingent upon such Observer’s (x) entering into a confidentiality agreement with the Company in connection with an Election Meeting a form that is reasonably acceptable to allow for inclusion the Company and the Investor and (y) agreeing to be bound by the Company’s ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ and window policies then in effect and applicable to members of an Investor Designee in such proxy materialsthe Board of Directors.

Board Representation. (a) Subject The Corporation and the Stockholders shall take such corporate actions as may be required to ensure that (i) the number of directors constituting the Board is at all times to Sections 2(bat least seven (7), and (ii) the presence of four directors (including one director nominated under Section 2.1(b)(i) and 3(none director nominated under Section 2.1(b)(ii)(A)) herein, during the period beginning at the closing is required to constitute a quorum of the IPO until the earliest of (a) the twelfth anniversary of the date of the closing of the IPO; (b) such time as the Investors and their respective Affiliates no longer beneficially own, collectively, at least 6,250,000 Series C Shares or the equivalent of any successor securities issued upon conversion of such Series C Shares (including shares of voting common stock issued upon conversion of non-voting common stock issued upon conversion of the Series C Shares) (as adjusted for any stock dividends, combinations, splits, recapitalizations and the like with respect to such Series C Shares), or (c) following the third year anniversary of the IPO, such time as the Investors collectively hold less than 5% of the as-converted securities of the Company, the Company shall support the nomination of, and cause the Board of Directors (or the nominating committee thereof), subject to the requirements of fiduciary duties under applicable law, to recommend and include 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 are to be elected (an “Election Meeting”), one (1) person designated at any time and from time to time by the mutual consent of the Investors (an “Investor Designee”); provided that, the Company shall have no obligation to support the nomination of or cause the Board of Directors to include in the slate of nominees recommended to the Company’s stockholders for election as directors of the Company an Investor Designee if the Investors already have an Investor Designee serving as a director on the Board of Directors at the time of the Election Meeting and the term(s) of such Investor Designee(s) as a director on the Board of Directors does not expire at such Election Meeting. In the event that an Investor Designee resigns from his or her seat on the Board of Directors or is removed or otherwise fails to become or ceases to be a director for any reason, the vacancy will be filled by the election or appointment of another Investor Designee nominated by the Investors as soon as reasonably practicable in compliance with applicable laws, rules and regulations. The Investors will provide the Company, in writing, the information about any Investor Designee that is reasonably required by applicable law promptly after the Company requests such information from the Investors, and will cause any Investor Designee to submit on a timely basis to the Company a completed and executed questionnaire in the form that the Company provides to its outside directors generallyBoard. (b) Notwithstanding Subject to Section 2.1(e) below and Section 6(b) of Article Fourth of the provisions of Section 2(a)Charter, the Investors shall not be entitled to designate any person as a nominee to the Board of Directors if applicable: (i) for so long as at least 356,012 shares of Series F Preferred Stock (as adjusted for stock splits, dividends and the like) remain outstanding, the holders of a majority of the disinterested members of Series F Preferred Stock, voting as a separate class, shall be entitled (A) to elect one individual nominated by TCV to the Board to serve as director, who initially shall be ▇▇▇▇▇ ▇▇▇▇ (the “TCV Director”) until his respective successor is elected and qualified, (B) to elect each successor to the TCV Director as nominated by TCV, and (C) to direct the removal from the Board of Directors reasonably any director nominated under the foregoing clauses (A) or (B); (ii) for so long as at least 681,597 shares of Series E Preferred Stock (as adjusted for stock splits, dividends and the like) remain outstanding, the holders of a majority of the Series E Preferred Stock, voting as a separate class, shall be entitled to elect two (2) directors as follows: (A) Battery Ventures VIII, L.P. shall be entitled, for so long as such Stockholder and its Affiliates continue to own beneficially at least fifty percent (50%) of the shares of Series E Preferred Stock purchased by such Stockholder on the Series E Original Issue Date (as defined in good faith determines, after consultation with the Company’s outside legal counsel, that such person would not be qualified Charter): (1) to nominate one individual to the Board to serve as a director of director, who initially shall be ▇▇▇▇▇▇▇ ▇▇▇▇▇ (the Company under any applicable law “Battery Director”) until his respective successor is elected and qualified, (including requirements of fiduciary duties under applicable law)2) to nominate the successor to the Battery Director, rule or regulation, rule of and (3) to direct the stock exchange on which the Company’s shares are listed, the Bylaws or any policy, or guidelines previously approved by removal from the Board of Directors any director nominated under the foregoing clauses (1) or (ii2); and (B) Scale Venture Partners III, L.P. shall be entitled, for so long as such person Stockholder and its Affiliates continue to own beneficially at least fifty percent (50%) of the shares of Series E Preferred Stock purchased by such Stockholder on the Series E Original Issue Date: (1) to nominate one individual to the Board to serve as director, who initially shall be ▇▇▇▇ ▇’▇▇▇▇▇▇▇▇ (the “Scale Director”) until his respective successor is not approved for nomination by elected and qualified, (2) to nominate the successor to the Scale Director, and (3) to direct the removal from the Board of Directors any director nominated under the foregoing clauses (1) or the nominating committee thereof(2). The Company To the extent that either of clauses (A) and (B) above shall notify the Investors as soon as reasonably practicable of not be applicable, any objection to an Investor Designee pursuant to this Section 2(b) as to enable the Investors to propose a replacement Investor Designee director who would otherwise have been designated in accordance with the terms thereof shall instead be nominated and elected by the holders of this Agreement. The Investors shall use reasonable best efforts to propose an Investor Designee sufficiently in advance a majority of the date on shares of Series E Preferred Stock then outstanding. (iii) the holder(s) of a majority of all shares of Common Stock shall be entitled: (A) to nominate two individual(s) to the Board to serve as directors, who initially shall be ▇▇▇▇▇ ▇▇▇▇▇▇ and ▇▇▇▇▇ ▇▇▇▇▇▇▇ (the “Common Stockholder Directors”) until their respective successors are elected and qualified, (B) to nominate each successor to the Common Stockholder Directors, and (C) to direct the removal from the Board of any director nominated under the foregoing clauses (A) or (B); and (iv) at each election of directors in which the proxy materials holders of Common Stock and holders of Preferred Stock, voting together as a single class on an as-converted to Common Stock basis, are entitled to elect directors of the Corporation, the Stockholders shall vote all of their respective Shares so as to elect individuals acceptable to and designated by mutual agreement of each of the other members then serving on the Corporation’s Board (the “Joint Directors”). Initially, the Joint Directors shall be mailed ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇. For the avoidance of doubt, the holders of Series A Preferred Stock and Series B Preferred Stock shall not, as a single, separate class, be entitled to nominate an individual to the Board to serve as a director. (c) One authorized representative of Greenspring shall be entitled to attend each meeting of the Board as an observer and shall be given timely notice of the Board meeting in the same manner and at the same time that the directors of the Corporation are given notice of such meeting; provided that the Board, acting in the best interest of the Corporation or upon the advice of corporate legal counsel, may, in its sole discretion, exclude any such observer from any meeting or portion thereof (including, without limitation, in order to protect confidential information not known by the Company observer or to protect the attorney-client privilege). Such observer shall receive the same written information (including, without limitation, reports, financial statements and notices, but excluding any written information that may breach or waive a privilege) as is provided to the directors in connection with such meeting; provided further that such observer shall enter into a confidentiality and non-disclosure agreement acceptable to the Corporation if not already subject to such agreement. (d) In the event that (A) TCV and/or its Affiliates continues to own any Series F Investor Shares or Series G Investor Shares, (B) Battery Ventures VIII, L.P. and/or its Affiliates continues to own any Series E Investor Shares or Series G Investor Shares, and/or (C) Scale Venture Partners III, L.P. and/or its Affiliates continues to own any Series E Investor Shares or Series G Investor Shares, but such Stockholder is no longer entitled to designate such director set forth above in Section 2.1(b)(i) and/or (ii), as applicable, one authorized representative of such Stockholder shall be entitled to attend each meeting of the Board as an Election Meeting observer and shall be given timely notice of the Board meeting in the same manner and at the same time that the directors of the Corporation are given notice of such meeting; provided that the Board, acting in the best interest of the Corporation or upon the advice of corporate legal counsel, may, in its sole discretion, exclude any such observer from any meeting or portion thereof (including, without limitation, in order to allow for inclusion protect confidential information not known by the observer or to protect the attorney-client privilege). Each such observer shall receive the same written information (including, without limitation, reports, financial statements and notices, but excluding any written information that may breach or waive a privilege) as is provided to the directors in connection with such meeting; provided further that each such observer shall enter into a confidentiality and non-disclosure agreement acceptable to the Corporation if not already subject to such agreement. (e) Each nomination or any proposal to remove from the Board any director shall be made by delivering to the Corporation a notice signed by the party or parties entitled to such nomination or proposal. As promptly as practicable, but in any event within ten (10) days, after delivery of an Investor Designee such notice, the Corporation shall take or cause to be taken such corporate actions as may be reasonably required to cause the election or removal proposed in such proxy materialsnotice. Such corporate actions may include calling a meeting or soliciting a written consent of the Board, or calling a meeting or soliciting a written consent of the Stockholders. Any director of the Corporation may be removed from the Board in the manner allowed by law and the Charter and By-Laws of the Corporation, but with respect to any director nominated pursuant to this Section 2.1, notwithstanding Section 141(k) of the General Corporation Law of the State of Delaware, such director shall be removed only upon a good faith determination that such director’s continued service on the Board would not be in the best interests of the Corporation and its stockholders, and, provided further, that the Stockholders agree not to exercise their right to remove such director solely as a result of such director’s nomination by a specific Stockholder. Notice of any proposal to remove a director from the Board pursuant to the preceding sentence shall be delivered to the director to be removed at least two (2) business days prior to the taking of the corporate action to effect such removal. (f) The Corporation shall execute and deliver a Director Indemnification Agreement in favor of any other Persons who shall become directors after the date hereof.

Board Representation. (a) Subject at all times to Sections 2(b) and 3(n) herein, during the period beginning at the closing of the IPO until the earliest of (a) the twelfth anniversary of the date of the closing of the IPO; [intentionally left blank] (b) From and after such time as the Investors criteria set forth in Section V.B.5(b) of the Company's Amended and their respective Affiliates Restated Certificate of Incorporation with respect to the election of directors by the Series F Holders are no longer beneficially ownsatisfied, collectively, at least 6,250,000 Series C Shares or the equivalent of any successor securities issued upon conversion of such Series C Shares (including shares of voting common stock issued upon conversion of non-voting common stock issued upon conversion for so long as 20% of the Series C Shares) F Conversion Shares (as defined below) are held by Series F Holders, each Investor covenants to vote his or its shares in favor of at least three (3) directors (the "Series F Directors") designated by the holders of a majority of the Series F Conversion Shares held by the Series F Holders at each annual meeting of stockholders of the Corporation at which any director is elected or at the time of any written consent to action in lieu of any such meeting; PROVIDED, that (i) for so long as Electra (or its assignee) owns at least 213,360 Series F Conversion Shares (as such number may be adjusted appropriately for any stock splits, stock dividends, combinations, splits, recapitalizations combinations and the like with respect to such Series C Sharesother recapitalizations), or (c) following the third year anniversary of the IPO, such time as the Investors collectively hold less than 5% of the as-converted securities of the Company, the Company shall support the nomination of, and cause the Board of Directors Electra (or its assignee, provided such assignee is an Affiliate of Electra) shall have the nominating committee thereof), subject right to the requirements of fiduciary duties under applicable law, to recommend and include 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 are to be elected (an “Election Meeting”), designate one (1) person of the directors (the "Electra Director") to be designated at any time and from time to time by the mutual consent holders of the Investors (an “Investor Designee”); provided thatSeries F Conversion Shares, the Company shall have no obligation to support the nomination of or cause the Board of Directors to include in the slate of nominees recommended to the Company’s stockholders for election as directors of the Company an Investor Designee if the Investors already have an Investor Designee serving as a director on the Board of Directors at the time of the Election Meeting and the term(s) of such Investor Designee(s) as a director on the Board of Directors does not expire at such Election Meeting. In the event that an Investor Designee resigns from his or her seat on the Board of Directors or is removed or otherwise fails to become or ceases to be a director for any reason, the vacancy will be filled by the election or appointment of another Investor Designee nominated by the Investors as soon as reasonably practicable in compliance with applicable laws, rules and regulations. The Investors will provide the Company, in writing, the information about any Investor Designee that is reasonably required by applicable law promptly after the Company requests such information from the Investors, and will cause any Investor Designee to submit on a timely basis to the Company a completed and executed questionnaire in the form that the Company provides to its outside directors generally. (b) Notwithstanding the provisions of Section 2(a), the Investors shall not be entitled to designate any person as a nominee to the Board of Directors if (i) a majority of the disinterested members of the Board of Directors reasonably and in good faith determines, after consultation with the Company’s outside legal counsel, that such person would not be qualified to serve as a director of the Company under any applicable law (including requirements of fiduciary duties under applicable law), rule or regulation, rule of the stock exchange on which the Company’s shares are listed, the Bylaws or any policy, or guidelines previously approved by the Board of Directors or (ii) for so long as Central Investment Holdings, Inc. ("CIH") (or its assignee) owns at least 213,360 Series F Conversion Shares (as such person number may be adjusted appropriately for stock splits, stock dividends, combinations and other recapitalizations), CIH (or its assignee, provided such assignee is not approved for nomination an Affiliate of CIH) shall have the right to designate one (1) of the directors to be designated by the Board holders of Directors the Series F Conversion Shares; and (iii) for so long as Toronto Dominion (or the nominating committee thereof). The Company shall notify the Investors as soon as reasonably practicable of any objection to an Investor Designee pursuant to this Section 2(b) as to enable the Investors to propose a replacement Investor Designee in accordance with the terms of this Agreement. The Investors shall use reasonable best efforts to propose an Investor Designee sufficiently in advance of the date on which the proxy materials are to be mailed by the Company in connection with an Election Meeting to allow for inclusion of an Investor Designee in such proxy materials.its

Board Representation. (a) Subject at all times to Sections 2(b) and 3(n) herein, during the period beginning at the closing of the IPO until the earliest of (a) the twelfth anniversary of the date of the closing of the IPO; (b) Until such time as the Investors and their respective Affiliates ▇▇▇▇▇ Group no longer beneficially own, collectively, owns at least 6,250,000 Series C Shares or the equivalent of any successor securities issued upon conversion of such Series C Shares (including shares of voting common stock issued upon conversion of non-voting common stock issued upon conversion of the Series C Shares) (as adjusted for any stock dividends, combinations, splits, recapitalizations and the like with respect to such Series C Shares), or (c) following the third year anniversary of the IPO, such time as the Investors collectively hold less than 530% of the as-converted securities total number of the Companyshares of Common Stock outstanding at any time, the Company shall support the nomination of, and cause the Board of Directors (or shall, acting through the nominating committee thereof)Nominating and Corporate Governance Committee of the Board of Directors, subject to the requirements of fiduciary duties under applicable law, to recommend and include in the slate of nominees recommended to stockholders of the Company’s stockholders Company (the “Stockholders”) for election as directors of the Company at each any annual or special meeting of the Company’s stockholders Stockholders at which directors of the Company are to be elected elected, not less than three individuals designated by ▇▇▇▇▇ (an the “Election Meeting▇▇▇▇▇ Nominees”), one . (1b) person designated Until such time as the ▇▇▇▇▇ Group no longer beneficially owns at least 15% but less than 30% of the total number of shares of Common Stock outstanding at any time and from time to time by the mutual consent of the Investors (an “Investor Designee”); provided thattime, the Company shall have no obligation to support the nomination of or cause and the Board of Directors shall include, acting through the Nominating and Corporate Governance Committee of the Board of Directors, in the slate of nominees recommended to Stockholders for election as directors at any annual or special meeting of the Stockholders at which directors of the Company are to be elected, not less than two ▇▇▇▇▇ Nominees. (c) Until such time as the ▇▇▇▇▇ Group no longer beneficially owns at least 5% but less than 15% of the total number of shares of Common Stock outstanding at any time, the Company and the Board of Directors shall, acting through the Nominating and Corporate Governance Committee of the Board of Directors, include in the slate of nominees recommended to the Company’s stockholders Stockholders for election as directors at any annual or special meeting of the Stockholders at which directors of the Company an Investor Designee if are to be elected, not less than one ▇▇▇▇▇ Nominee. (d) Vacancies arising through the Investors already have an Investor Designee serving as death, resignation or removal of a director on ▇▇▇▇▇ Nominee nominated by ▇▇▇▇▇ to the Board of Directors at the time of the Election Meeting and the term(spursuant to Section 2(a), 2(b) of such Investor Designee(sor 2(c) as a director on hereof may be filled by the Board of Directors does not expire at such Election Meeting. In only with a ▇▇▇▇▇ Nominee and the event that an Investor Designee resigns from director so chosen shall hold office until the next election and until his or her seat on the Board of Directors successor is duly elected and qualified, or is removed until his or otherwise fails to become her earlier death, resignation or ceases to be a director for any reason, the vacancy will be filled by the election or appointment of another Investor Designee nominated by the Investors as soon as reasonably practicable in compliance with applicable laws, rules and regulations. The Investors will provide the Company, in writing, the information about any Investor Designee that is reasonably required by applicable law promptly after the Company requests such information from the Investors, and will cause any Investor Designee to submit on a timely basis to the Company a completed and executed questionnaire in the form that the Company provides to its outside directors generallyremoval. (be) Notwithstanding the provisions of this Section 2(a)2, the Investors ▇▇▇▇▇ shall not be entitled to designate any a person as a nominee to the Board of Directors if (i) upon a majority written determination by the Nominating and Corporate Governance Committee of the disinterested members of the Board of Directors reasonably and Company (which determination shall set forth in good faith determines, after consultation with the Company’s outside legal counsel, writing reasonable grounds for such determination) that such person would not be qualified under any applicable law, rule or regulation to serve as a director of the Company. Other than with respect to the issue set forth in the preceding sentence, neither the Company under nor any applicable law other Stockholder shall have the right to object to any ▇▇▇▇▇ Nominee. (including requirements of fiduciary duties under applicable law), rule or regulation, rule f) The Company shall notify ▇▇▇▇▇ in writing of the stock exchange date on which the Company’s shares proxy materials are listed, the Bylaws or any policy, or guidelines previously approved expected to be mailed by the Board Company in connection with an election of Directors directors at an annual or special meeting of the Stockholders (ii) and such person is not approved for nomination by the Board of Directors (or the nominating committee thereofnotice shall be delivered to ▇▇▇▇▇ at least 120 days prior to such expected mailing date). The Company shall provide ▇▇▇▇▇ with a reasonable opportunity to review and provide comments on any portion of the proxy materials relating to the ▇▇▇▇▇ Nominees or the rights and obligations provided under this Agreement and to discuss any such comments with the Company. The Company shall notify the Investors as soon as reasonably practicable ▇▇▇▇▇ of any objection opposition to an Investor Designee pursuant to this Section 2(b) as to enable the Investors to propose a replacement Investor Designee ▇▇▇▇▇ Nominee in accordance with the terms of this Agreement. The Investors shall use reasonable best efforts to propose an Investor Designee Section 2(e) sufficiently in advance of the date on which the such proxy materials are to be mailed by the Company in connection with an Election Meeting such election of directors so as to allow for inclusion enable ▇▇▇▇▇ to propose a replacement ▇▇▇▇▇ Nominee, if necessary, in accordance with the terms of an Investor Designee this Agreement, and ▇▇▇▇▇ shall have 10 business days to designate another nominee. (g) So long as this Agreement shall remain in such proxy materialseffect, subject to applicable legal requirements, the Bylaws and the Certificate of Incorporation shall accommodate the rights and obligations set forth herein.

Board Representation. (a) Subject at all times In addition to Sections 2(band not in lieu of board representation rights provided for in Section 2(a) of that certain Stock Purchase Agreement dated November 15, 1990 between Akorn and 3(nThe ▇▇▇▇ ▇. ▇▇▇▇▇▇ Trust dated September 20, 1989, for so long as EJ Funds and its Affiliates in the aggregate hold shares of Common Stock representing five percent (5%) herein, during the period beginning at the closing or more of the IPO until the earliest of (a) the twelfth anniversary of the date of the closing of the IPO; (b) such time as the Investors issued and their respective Affiliates no longer beneficially own, collectively, at least 6,250,000 Series C Shares or the equivalent of any successor securities issued upon conversion of such Series C Shares (including outstanding shares of voting common stock issued upon conversion Common Stock of non-voting common stock issued upon conversion of Akorn, EJ Funds shall have the Series C Shares) right to designate or nominate (as adjusted for any stock dividendsapplicable) two (2) directors (one of whom, combinations▇▇▇▇▇ ▇▇▇▇▇, splits, recapitalizations and the like with respect has been so designated) to such Series C Shares), or (c) following the third year anniversary of the IPO, such time as the Investors collectively hold less than 5% of the as-converted securities of the Company, the Company shall support the nomination of, and cause the serve on Akorn’s Board of Directors (or such Persons designated by EJ Funds, together with any successor designee(s) that may be designated by EJ Funds from time to time, the nominating committee thereof“EJ Funds Designees”), subject . (b) With respect to the requirements each shareholder election of fiduciary duties under applicable law, to recommend and include in the slate of nominees recommended to the Company’s stockholders for election as directors of Akorn after the Company Restatement Effective Date, including at each annual or special meeting of the Company’s stockholders shareholders of Akorn at which directors are to be elected (an “Election Meeting”)elected, one (1) person designated at any time and from time to time by the mutual consent of the Investors (an “Investor Designee”); provided that, the Company Akorn shall have no obligation to support the nomination of or cause the its Board of Directors and management to (i) include each of the EJ Funds Designees in the slate of nominees recommended to the Company’s stockholders for election as directors of the Company an Investor Designee if the Investors already have an Investor Designee serving as a director on the Board of Directors at the time of the Election Meeting and the term(s) of such Investor Designee(s) as a director on the Board of Directors does not expire at such Election Meeting. In the event that an Investor Designee resigns from his or her seat on the Board of Directors or is removed or otherwise fails to become or ceases to be a director for any reason, the vacancy will be filled by the election or appointment of another Investor Designee nominated by the Investors as soon as reasonably practicable in compliance with applicable laws, rules and regulations. The Investors will provide the Company, in writing, the information about any Investor Designee that is reasonably required by applicable law promptly after the Company requests such information from the Investors, and will cause any Investor Designee to submit on a timely basis to the Company a completed and executed questionnaire in the form that the Company provides to its outside directors generally. (b) Notwithstanding the provisions of Section 2(a), the Investors shall not be entitled to designate any person as a nominee to the Board of Directors if (i) a majority of the disinterested members of the Board of Directors reasonably and in good faith determines, after consultation with the Company’s outside legal counsel, that such person would not be qualified to serve as a director of the Company under any applicable law (including requirements of fiduciary duties under applicable law), rule or regulation, rule of the stock exchange on which the Company’s shares are listed, the Bylaws or any policy, or guidelines previously approved by the Board of Directors or to Akorn’s shareholders for election as directors, (ii) recommend to its shareholders that they vote for the EJ Funds Designees as directors of Akorn, (iii) vote all proxies it may hold in favor of the election of the EJ Funds Designees, except as otherwise directed by any shareholder who submits such person is not approved for nomination by proxy and (iv) use its best efforts to cause the EJ Funds Designees to be elected as directors. (c) Akorn shall take no action that would cause its Board of Directors to exceed fifteen in number without the consent of EJ Funds. (or d) Notwithstanding the nominating committee thereof). The Company foregoing, Akorn shall notify the Investors as soon as reasonably practicable not be required to nominate any EJ Funds Designees that may not, by virtue of any objection state or federal laws or rules of any exchange upon which Akorn’s securities are listed or traded become a director of Akorn. (e) Notwithstanding any provision to an Investor Designee pursuant to the contrary contained herein, the provisions of this Section 2(b) as 4.17 shall be personal to enable Akorn and shall survive the Investors to propose a replacement Investor Designee in accordance with the terms termination of this Agreement. The Investors shall use reasonable best efforts to propose an Investor Designee sufficiently in advance Agreement or any assignment of the date on which the proxy materials are to be mailed this Agreement by the Company in connection with an Election Meeting to allow for inclusion of an Investor Designee in such proxy materialsEJ Funds.

Board Representation. At each annual meeting of the stockholders of the Company, or at any meeting of the stockholders of the Company at which members of the Board of Directors are to be elected, or whenever members of the Board of Directors are to be elected by written consent, each Stockholder shall vote all of its shares of Voting Stock and shall take all other necessary, desirable and reasonable actions within its control (whether in such Stockholder's capacity as a stockholder of the Company or otherwise, and including, without limitation, attendance at meetings or in person or by proxy for purposes of obtaining a quorum and execution of written consents in lieu of meetings), the Independent Committee agrees to direct the members of the Voting Trust to vote their shares of Voting Stock, and the Company shall take all necessary, desirable and reasonable actions within its control (including, without limitation, calling special Board of Directors and stockholder meetings), in each instance so as (1) to elect the director, if any, designated by Gannett Co., Inc. ("Gannett") in accordance with Section 2.2, but only if the number of the members of the Board of Directors is increased in accordance with Section 2.2 and applicable laws; and (2) to elect: (a) Subject at all times to Sections 2(b(i) and 3(nfive (5) herein, during the period beginning at the closing members of the IPO until the earliest Board of Directors designated by Two Way so long as Two Way owns at least thirty-seven percent (a37%) the twelfth anniversary of the date Company's capital stock (as calculated using the formula in Section 1.2); or (ii) four (4) members of the closing Board of Directors designated by Two Way so long as Two Way owns less than thirty-seven percent (37%) but at least twenty-seven percent (27%) of the IPOCompany's capital stock (as calculated using the formula in Section 1.2); or (iii) three (3) members of the Board of Directors designated by Two Way so long as Two Way owns less than twenty-seven percent (27%) but at least twenty percent (20%) of the Company's capital stock (as calculated using the formula in Section 1.2); or; (iv) two (2) members of the Board of Directors designated by Two Way so long as Two Way owns less than twenty percent (20%) but at least thirteen percent (13%) of the Company's capital stock (as calculated using the formula in Section 1.2); or; (v) one (1) member of the Board of Directors designated by Two Way so long as Two Way owns less than thirteen percent (13%) but at least five percent (5%) of the Company's capital stock (as calculated using the formula in Section 1.2); and (b) such time four members of the Board of Directors designated by IN Committee. The purpose and intent of this Section 1.1 and of Section 2.2 is to allow Two Way to designate a maximum of five out of nine of the Company's Board of Directors; to allow the IN Committee to designate a maximum of four out of nine of the Company's Board of Directors; and to allow Gannett to designate a director only if the number of directors is increased in accordance with Section 2.2 and applicable law. Notwithstanding the foregoing, if the number of members of the Board of Directors is changed to more or less than nine in accordance with Section 2.2(a) below, the number of members of the Board of Directors that Two Way and the IN Committee may select at each level of percentage ownership of the Company's capital stock under Sections 1.1(a)(i) through 1.1(a)(v) (in the case of Two Way) and Section 1.1(b) (in the case of the IN Committee) shall be proportionately increased if the number of members of the Board of Directors is increased and proportionately decreased if the number of members of the Board is decreased, in each case rounded to the nearest whole number. By way of example, and not by way of limitation, if the number of members of the Board of Directors is increased to twelve, Two Way would have the right at each level of percentage ownership to select the number of directors set forth in Sections 1.1(a)(i) through 1.1(a)(v) multiplied by 11/3 (determined by dividing 12 by 9), as follows: seven members if Two Way owns at least 37% of the Investors Company's capital stock, five directors if it owns less than 37% but at least 27% of the Company's capital stock, four members if it owns less than 27% but at least 20% of the Company's capital stock, three members if it owns less than 20% but at least 13% of the Company's capital stock, and their respective Affiliates one member if it owns less than 13% but at least 5% of the Company's capital stock. If the number of members of the Board of Directors is increased by two in accordance with Section 2.2(b) to accommodate a director designated by Gannett, the number of directors that Two Way may select shall be increased by one provided that Two Way owns at least 37% of the Company's capital stock and provided further that, if Two Way owns less than 37% of the Company's capital stock, Two Way shall not be entitled to select any additional directors if the number of members of the Board of Directors is increased to accommodate a director designated by Gannett. If any director selected by Gannett no longer beneficially ownserves on the Board of Directors for any reason, collectivelyincluding such director's resignation, at least 6,250,000 Series C Shares removal, or death, Two Way shall immediately remove from the equivalent Board of Directors the director that Two Way was entitled to designate by virtue of Gannett asserting its right to select a director. In no event shall Two Way be entitled to select any successor securities issued upon conversion of such Series C Shares (including shares of voting common stock issued upon conversion of non-voting common stock issued upon conversion member of the Series C Shares) (as adjusted for any stock dividends, combinations, splits, recapitalizations and the like with respect to such Series C Shares), or (c) following the third year anniversary Board of the IPO, such time as the Investors collectively hold Directors if it owns less than 5% of the as-converted securities of Company's capital stock, as calculated using the Company, the Company shall support the nomination of, and cause the Board of Directors (or the nominating committee thereof), subject to the requirements of fiduciary duties under applicable law, to recommend and include formula 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 are to be elected (an “Election Meeting”), one (1) person designated at any time and from time to time by the mutual consent of the Investors (an “Investor Designee”); provided that, the Company shall have no obligation to support the nomination of or cause the Board of Directors to include in the slate of nominees recommended to the Company’s stockholders for election as directors of the Company an Investor Designee if the Investors already have an Investor Designee serving as a director on the Board of Directors at the time of the Election Meeting and the term(s) of such Investor Designee(s) as a director on the Board of Directors does not expire at such Election Meeting. In the event that an Investor Designee resigns from his or her seat on the Board of Directors or is removed or otherwise fails to become or ceases to be a director for any reason, the vacancy will be filled by the election or appointment of another Investor Designee nominated by the Investors as soon as reasonably practicable in compliance with applicable laws, rules and regulations. The Investors will provide the Company, in writing, the information about any Investor Designee that is reasonably required by applicable law promptly after the Company requests such information from the Investors, and will cause any Investor Designee to submit on a timely basis to the Company a completed and executed questionnaire in the form that the Company provides to its outside directors generallySection 1.2. (b) Notwithstanding the provisions of Section 2(a), the Investors shall not be entitled to designate any person as a nominee to the Board of Directors if (i) a majority of the disinterested members of the Board of Directors reasonably and in good faith determines, after consultation with the Company’s outside legal counsel, that such person would not be qualified to serve as a director of the Company under any applicable law (including requirements of fiduciary duties under applicable law), rule or regulation, rule of the stock exchange on which the Company’s shares are listed, the Bylaws or any policy, or guidelines previously approved by the Board of Directors or (ii) such person is not approved for nomination by the Board of Directors (or the nominating committee thereof). The Company shall notify the Investors as soon as reasonably practicable of any objection to an Investor Designee pursuant to this Section 2(b) as to enable the Investors to propose a replacement Investor Designee in accordance with the terms of this Agreement. The Investors shall use reasonable best efforts to propose an Investor Designee sufficiently in advance of the date on which the proxy materials are to be mailed by the Company in connection with an Election Meeting to allow for inclusion of an Investor Designee in such proxy materials.

Board Representation. (a) Subject at Until the Investor ceases to own more than ten percent (10%) of the Outstanding Common Shares (the “Nominee Right Threshold”) either (i) for a period in excess of thirty (30) days or (ii) more than once in any one-year period, the Investor shall be entitled to nominate, by written notice to the Company (an “Investor Nominee Notice”) one individual to be appointed to the Board (the “Investor Nominee”). Each Investor Nominee shall, prior to his or her appointment to the Board, provide all times information and sign all documents required to Sections 2(bbe provided and signed pursuant to applicable Securities Laws and shall be required to meet the individual qualification requirements for directors under Applicable Law (the “Legal Qualification Requirement”) and 3(nbe approved by the Company (together with the Legal Qualification Requirement, the “Qualification Requirements”). In connection with the foregoing, if and for so long as the Investor is entitled to nominate an Investor Nominee: (i) herein, during the period beginning at the closing annual meeting of the IPO until the earliest of (a) the twelfth anniversary of the date of the closing of the IPO; (b) such time as the Investors and their respective Affiliates no longer beneficially own, collectively, at least 6,250,000 Series C Shares or the equivalent of any successor securities issued upon conversion of such Series C Shares (including shares of voting common stock issued upon conversion of non-voting common stock issued upon conversion of the Series C Shares) (as adjusted for any stock dividends, combinations, splits, recapitalizations and the like with respect to such Series C Shares), or (c) following the third year anniversary of the IPO, such time as the Investors collectively hold less than 5% of the as-converted securities of the Company, the Company shall support the nomination of, and cause the Board of Directors (or the nominating committee thereof), subject to the requirements of fiduciary duties under applicable law, to recommend and include in the slate of nominees recommended to the Company’s stockholders for election as directors shareholders of the Company to be held in 2018 and at each annual or special subsequent meeting of shareholders on the Company’s stockholders Company thereafter at which directors are to be elected (an “Election Meeting”), one (1) person designated at any time and from time to time by the mutual consent of the Investors (an “Investor Designee”); provided thatelected, the Company shall have no obligation to support the nomination of or cause the Board of Directors Investor Nominee to include be included in the slate of nominees recommended proposed by the Company to the shareholders of the Company for election as directors; (ii) the Company shall use commercially reasonable efforts to cause the election of each Investor Nominee, including recommending that shareholders of the Company vote in favour of the election of, and soliciting proxies in favour of the election of, the Investor Nominee; (iii) the Company shall provide written notice to the Investor of any: (A) annual meeting of the shareholders of the Company at which directors of the Company are to be elected at least sixty (60) days prior to the date of such annual meeting of shareholders of the Company and (B) in the case of a special meeting (which is not also an annual meeting) of shareholders of the Company called for the purpose of electing directors (whether or not called for other purposes), as soon as practicable, and, in any event, at the earlier of the date that a notice of meeting is filed for such meeting or the date on which the first public announcement of the date of such meeting was made; (iv) an Investor Nominee Notice must be received by the Company’s stockholders : (A) in the case of an annual meeting of shareholders of the Company, not less than fifty (50) days prior to the date of such annual meeting of shareholders of the Company; provided, however, that in the event that the annual meeting of shareholders of the Company is to be held on a date that is less than fifty (50) days after the date (the “Investor Nominee Notice Date”) that is the earlier of the date that a notice of meeting is filed for such meeting or the date on which the first public announcement of the date of the annual meeting was made, an Investor Nominee Notice must be received by the Company no later than the close of business on the tenth (10th) day following the Investor Nominee Notice Date; and (B) in the case of a special meeting (which is not also an annual meeting) of shareholders of the Company called for the purpose of electing directors (whether or not called for other purposes), not later than the close of business on the tenth (10th) day following the day that is the earlier of the date that a notice of meeting is filed for such meeting or the date on which the first public announcement of the date of such meeting was made, but in any event no later than ten (10) days preceding the date on which the Company is required by Securities Law to mail a management information circular in respect of the meeting, provided that the Company shall have notified the Investor of such date as soon as practicable. In no event shall any adjournment or postponement of a meeting of shareholders of the Company or the announcement thereof commence a new time period for the delivery or mailing of an Investor Nominee Notice as described in this Section 4.4(a)(iv). (v) notwithstanding anything to the contrary herein, if the Investor does not advise the Company of its Investor Nominee within the time set forth in Section 4.4(a)(iv), then the Company shall not be required to include the Investor Nominee in the slate of nominees proposed by the Company to the shareholders of the Company for election as directors at the relevant meeting of shareholders; (vi) if the Investor Nominee ceases to satisfy the Qualification Requirements, at the request of the Company an Investor Designee if the Investors already have an Investor Designee serving as a director on the Board of Directors at the time of the Election Meeting and the term(s) of such Investor Designee(s) as a director on the Board of Directors does not expire at such Election Meeting. In the event that an Investor Designee resigns from his or her seat on the Board of Directors or is removed or otherwise fails to become or ceases to be a director for any reason, the vacancy will be filled by the election or appointment of another Investor Designee nominated by the Investors as soon as reasonably practicable in compliance with applicable laws, rules and regulations. The Investors will provide the Company, in writing, the information about any Investor Designee that is reasonably required by applicable law promptly after the Company requests such information from the Investors, and will cause any Investor Designee to submit on a timely basis to the Company a completed and executed questionnaire in the form that the Company provides to its outside directors generally. (b) Notwithstanding the provisions of Section 2(a), the Investors shall not be entitled to designate any person as a nominee to the Board of Directors if (i) a majority of the disinterested members of the Board, the Investor Nominee shall resign from the Board of Directors reasonably and in good faith determines, after consultation with the Company’s outside legal counsel, that such person would not be qualified effective immediately; (vii) if an Investor Nominee ceases to serve hold office as a director of the Company under for any applicable law reason (including requirements of fiduciary duties under applicable lawunless the Investor is not entitled to appoint an Investor Nominee pursuant to Section 4.4(a)), rule including if the Investor Nominee ceases to satisfy the Qualification Requirements, the Investor shall be entitled to nominate an individual that satisfies the Qualification Requirements to replace him or regulationher as a new Investor Nominee and the Company shall promptly take all steps as may be necessary to appoint such individual to the Board to replace an Investor Nominee who has ceased to hold office; (viii) the Investor Nominee Notice and any other notice proposing a nominee shall contain sufficient information to allow the Company to determine whether the proposed nominee satisfies the Legal Qualification Requirement and, rule prior to nominating an Investor Nominee, the Investor will give due consideration to the view of the stock exchange on which the Company’s shares are listed, the Bylaws or any policy, or guidelines previously approved by independent members of the Board of Directors or (ii) as to whether such person is not approved an appropriate addition to the Board given his or her skill set; (ix) the Investor Nominee shall be provided with equivalent indemnification from the Company and directors’ insurance as the other members of the Board; (x) the Company shall maintain directors’ insurance coverage that is appropriate in form and substance for nomination companies similar to the Company in the jurisdictions in which the Company operates; and (xi) the Investor Nominee shall be provided with notice of Board meetings as is required to be given to Board members under the constating documents of the Company. (b) The Investor acknowledges and agrees that the Investor Nominee may be excluded from meetings of the Board or applicable portions thereof in the event of actual or potential conflicts of interest, as and to the extent determined by the Board Board, acting reasonably. (c) The Investor shall forthwith notify the Company in writing if the Investor ceases to hold the Nominee Right Threshold. At the request of Directors (or the nominating committee thereofCompany at any point after the Investor ceases to be entitled to appoint an Investor Nominee pursuant to Section 4.4(a). The , the Investor Nominee shall resign from the Board, effective immediately and the Investor shall have no further right hereunder to designate an Investor Nominee and the Company shall notify cease to have any obligations pursuant to this Section 4.4. In determining whether it holds the Investors Nominee Right Threshold, the Investor is entitled to rely on the number of Outstanding Common Shares most recently disclosed in the disclosure documents filed by the Company with the Securities Regulators that are available on SEDAR and ▇▇▇▇▇ unless the Investor has actual knowledge that the number of Outstanding Common Shares is different from such disclosed number. (d) Upon an Investor Nominee joining the Board, he or she shall sign an undertaking whereby he or she will offer his or her resignation from the Board in the circumstances mentioned in Sections 4.4(a)(vi) and 4.4(c). (e) Subject to Applicable Law and provided that the Investor is entitled to appoint an Investor Nominee pursuant to Section 4.4(a), the Board shall use commercially reasonable efforts to cause the appointment of the initial Investor Nominee to the Board as soon as reasonably practicable following the later of any objection to (i) the date of the Corporation’s receipt of an Investor Designee pursuant to this Section 2(b) as to enable the Investors to propose a replacement Investor Designee Nominee Notice in accordance with the terms of this Agreement. The Investors shall use reasonable best efforts to propose an Investor Designee sufficiently in advance respect of the date initial Investor Nominee, (ii) the Closing Date and (iii) the annual meeting of the shareholders of the Company scheduled to be held on May 12, 2017 or adjournment or postponement thereof, and, upon such appointment, the initial Investor Nominee shall be entitled to serve on the Board until the annual meeting of shareholders of the Company at which directors of the proxy materials Company are to be mailed by the Company elected in connection with an Election Meeting to allow for inclusion of an Investor Designee in such proxy materials2018.