Common use of Board Representation Clause in Contracts

Board Representation. Subject to the Companies Law (as revised) of the Cayman Islands, as amended from time to time and every statutory modification or re-enactment thereof for the time being in force (the “Statute”), (i) the Series A Investors shall be entitled, by notice in writing to the Company, to designate one (1) individual, as an observer (the “Series A Observer”), (ii) CVP shall be entitled, by notice in writing to the Company, to designate one (1) individual, as an observer (the “CVP Observer”) provided that CVP does not have the right to appoint the CVP Director pursuant to Section 1.2(a), (iii) Verlinvest shall be entitled, by notice in writing to the Company, to designate one (1) individual, as an observer (the “Verlinvest Observer”) provided that Verlinvest does not have the right to appoint the Verlinvest Director pursuant to Section 1.2(b), and (iv) BVCF shall be entitled, by notice in writing to the Company, to designate one (1) individual, as an observer (the “BVCF Observer”, together with the Series A Observer, CVP Observer and Verlinvest Observer, the “Observers”) provided that BVCF does not have the right to appoint the BVCF Director pursuant to Section 1.2(c), to attend all meetings of the Board and all committees thereof (whether in person, telephonic or otherwise) in a non-voting capacity and to receive, concurrently with the members of the Board and in the same manner, a copy of all materials provided to such members, including inter alia, board packs and materials, minutes of meetings, written resolutions, notices of meetings, management accounts and financial statements, and business plans, if any. The Board shall take such reasonable steps as may be required so as to enable the Observers to fulfill his/her role. The Observers shall not influence nor direct the activities of the Board and shall have no fiduciary or other statutory director duties in regard to the activities of the Board or as to the Company.

Board Representation. Subject (A) Effective upon the IPO Closing and prior to the Companies Law (as revised) of Business Combination Closing, the Cayman Islands, as amended from time to time and every statutory modification or re-enactment thereof for the time being in force (the “Statute”), (i) the Series A Investors Purchaser shall be entitled, by notice in writing to the Company, to designate one (1) individual, as an observer (the “Series A Observer”), (ii) CVP shall be entitled, by notice in writing to the Company, to designate one (1) individual, as an observer (the “CVP Observer”) provided that CVP does not have the right to appoint the CVP Director pursuant to Section 1.2(a)designate, (iii) Verlinvest shall be entitled, by upon written notice in writing to the CompanyCompany and the Sponsor, one individual to designate one (1) individual, as an be a nonvoting observer (the a “Verlinvest Board Observer”) provided that Verlinvest does not have the right to appoint the Verlinvest Director pursuant to Section 1.2(b), and (iv) BVCF shall be entitled, by notice in writing to the Company, to designate one (1) individual, as an observer (the “BVCF Observer”, together with the Series A Observer, CVP Observer and Verlinvest Observer, the “Observers”) provided that BVCF does not have the right to appoint the BVCF Director pursuant to Section 1.2(c), to attend all meetings of the Board and to receive all committees thereof (whether in person, telephonic or otherwise) in a non-voting capacity and information provided to receive, concurrently with the members of the Board during the period in which such person is a Board Observer, and in (B) following the same mannerBusiness Combination Closing, the Purchaser shall have the right to request, upon written notice to the Company and the Sponsor, the designation of one Board Observer, and upon the exercise of such right, the Company and the Sponsor shall use commercially reasonable efforts to cause, subject to applicable law, such Board Observer to be appointed to the Board as a copy of nonvoting observer to receive all materials information provided to such members, including inter alia, board packs and materials, minutes of meetings, written resolutions, notices of meetings, management accounts and financial statements, and business plans, if any. The Board shall take such reasonable steps as may be required so as to enable the Observers to fulfill his/her role. The Observers shall not influence nor direct the activities members of the Board and during the period in which such person is a Board Observer; provided, that, in each such case, the Board Observer shall have no fiduciary or other statutory director duties in regard not be entitled to the activities of vote on any matter submitted to the Board or as any of its committees nor to offer any motions or resolutions to the Board or such committees. The Company may exclude any Board Observer from access to any material or meeting or portion thereof if: (1) in the opinion of the Company, acting reasonably and in good faith having received the advice of counsel, such exclusion is reasonably necessary to (A) comply with applicable laws, rules or regulations and the Company’s contractual obligations or (B) preserve any legal privilege of the Company and its subsidiaries; or (2) such portion of a meeting is an executive session limited solely to independent director members of the Board, independent auditors and/or legal counsel, as the Board may designate, and the Board Observer (assuming the Board Observer were a member of the Board) would not meet the then-applicable standards for independence adopted by the New York Stock Exchange, or such other exchange on which the Company’s securities are then traded.

Board Representation. Subject ECT or its designated Affiliate (the "Acting Party") shall have the right (a) to the Companies Law (as revised) designate one member of the Cayman Islands, as amended from time to time and every statutory modification Board of Directors of the Seller or re-enactment thereof for the time being in force (the “Statute”), b) (i) the Series A Investors shall be entitled, by notice in writing to receive (and Seller covenants and agrees to deliver to the Company, Acting Party) prior notice of any proposed board action and to designate one receive (1and Seller covenants and agrees to deliver to the Acting Party) individual, as an observer (reasonable notice of and a right to attend any meeting of the “Series A Observer”)Seller's Board of Directors, (ii) CVP shall be entitled, by notice in writing to receive (and Seller covenants and agrees to deliver to the Company, to designate one (1) individual, as an observer (the “CVP Observer”) provided that CVP does not have the right to appoint the CVP Director pursuant to Section 1.2(aActing Party), promptly after they are produced, all management reports and accounts relating to the Seller that are provided to Seller's Board of Directors or any committee of the Board of Directors and (iii) Verlinvest shall be entitledupon reasonable notice, by notice in writing to have reasonable access to the Companybooks and records of the Seller, including statutory books, minute books and customer lists. In the event the Acting Party elects to designate one (1) individual, a person to serve as an observer (the “Verlinvest Observer”) provided that Verlinvest does not have the right to appoint the Verlinvest Director pursuant to Section 1.2(b), and (iv) BVCF shall be entitled, by notice in writing to the Company, to designate one (1) individual, as an observer (the “BVCF Observer”, together with the Series A Observer, CVP Observer and Verlinvest Observer, the “Observers”) provided that BVCF does not have the right to appoint the BVCF Director pursuant to Section 1.2(c), to attend all meetings a member of the Board and all committees thereof (whether in person, telephonic or otherwise) in a non-voting capacity and to receive, concurrently with the members of Directors of the Board Seller (the "Designee"), the Seller shall (x) expand as required the number of directors constituting the entire board, (y) fill the vacancy created by such expansion with such Designee and in (z) submit the same mannername of such Designee to the stockholders of the Seller (together with a recommendation of his or her election) at each meeting of stockholders at which directors are elected, a copy of all materials provided to such members, including inter alia, board packs and materials, minutes of meetings, written resolutions, notices of meetings, management accounts and financial statements, and business plans, if anyuntil requested otherwise by the Acting Party. The Board obligations of the Seller pursuant to this Section 7.03 shall take such reasonable steps continue in full force and effect for so long as may be required so as the ECT and JEDI-II and/or their respective Affiliates beneficially own 5% or more of the outstanding Common Stock of the Seller (including the Warrant Shares represented by the Warrants, whether exercised or not). Any Designee shall agree to enable resign at the Observers request of the Seller, at any time after the expiration of the rights of the ECT and any Acting Party pursuant to fulfill his/her rolethis Section 7.03. The Observers rights of ECT under this Section 7.03 shall not influence nor direct the activities be assignable other than to an Affiliate of the Board and shall have no fiduciary or other statutory director duties in regard to the activities of the Board or as to the CompanyECT.

Board Representation. Subject to (a) Unless a breach by Investor or any of its Affiliates of Section 2.5 has occurred and is continuing, for so long as Investor (together with the Companies Law (as revisedPermitted Transferees) Beneficially Owns at least 10.0% of the Cayman Islandsoutstanding Company Voting Securities, as amended from time to time and every statutory modification or re-enactment thereof for Investor shall have the time being in force (right, but not the “Statute”), (i) the Series A Investors shall be entitledobligation, by notice in writing to the Company, Company (in accordance with Section 2.1(e)) to designate one person (who is not a U.S. citizen or resident) for nomination for election to the Board (such designee, a “Nominee” and, following his or her appointment to the Board, an “Investor Director”); provided, however, that such person satisfies any applicable requirements imposed by the Company’s memorandum and articles of association (and that are applicable to directors of the Company generally) and all applicable laws, regulations, rules and codes of practice. For the avoidance of doubt, in addition to fiduciary obligations imposed by applicable law, each Investor Director shall be subject to the provisions of the Company’s memorandum and articles of association applicable to directors of the Company generally, including those provisions relating to matters in respect of which a director has a material interest or is otherwise interested, and all laws, regulations, rules and codes of practice as may be applicable from time to time. (b) For so long as Investor has the right to designate any person for nomination for election to the Board pursuant to Section 2.1(a), the Company agrees, subject to its memorandum and articles of association, to take all lawful action to procure, at the next scheduled meeting of the Board occurring not less than 30 days following receipt of the notice referred to in Section 2.1(a) (or, in the case of the first Nominee designated pursuant to Section 2.1(a), to the extent such notice is received not less than 30 days prior to Completion, no later than 5 Business Days following Completion), the co-option of the Nominee to the Board and thereafter to use its reasonable best efforts to procure, at the next annual general meeting of shareholders of the Company, the re-election of the Investor Director to the Board, including by (1) individualnominating such individual to be elected as a director as provided herein, (2) including such nomination and other required information regarding such individual in the Company’s proxy statement for the annual general meeting of shareholders of the Company and (3) soliciting or causing the solicitation of proxies in connection with the election of such individual as an observer a director. (c) In the “Series A Observer”event that the Investor Director is not re-elected to the Board at such annual general meeting, Investor will, for so long as it has the right to designate any person for nomination for election to the Board pursuant to Section 2.1(a), be entitled to designate (iiin accordance with Section 2.1 (a)) CVP shall be entitled, by notice in writing an alternative person as Nominee and the provisions of Section 2.1(b) will apply to any alternative person so designated. (d) For so long as Investor has the right to designate any person for nomination for election to the CompanyBoard pursuant to Section 2.1(a), to designate one in the event that a vacancy is created at any time by the death, disability, retirement, resignation or removal (1with or without cause) individualof an Investor Director, as an observer (the “CVP Observer”) provided that CVP does not Investor shall have the right to appoint designate (in accordance with Section 2.1(a)) a replacement to fill such vacancy, and the CVP Director provisions of Section 2.1(b) will apply to any replacement person so designated. For so long as Investor has the right to designate any person for nomination for election to the Board pursuant to Section 1.2(a2.1(a), the Company shall not take any action to cause the removal of an Investor Director without cause unless it is directed to do so by Investor, and if the Company is so directed, the Company shall take all necessary or desirable and lawful actions to effect such removal and to elect a replacement Investor Director as provided in the immediately preceding sentence. In addition, for so long as Investor has the right to designate any person as an Investor Director, any such Investor Director may, subject to the applicable provisions of the Company’s memorandum and articles of association and all applicable laws, regulations, rules and codes of practice, designate at any time an alternate (iiian “Alternate Investor Attendee”) Verlinvest to attend a meeting of the Board in lieu of such Investor Director (and subject to the provisions of this Agreement applicable to such Investor Director). (e) In respect of any newly-proposed Nominee, Investor shall be entitlednotify the Company of the proposed Nominee, in writing, together with all information concerning such person that is reasonably requested by notice in writing to the Company, including, without limitation, such information as is necessary to designate one comply with applicable disclosure rules. (1f) individualThe Company agrees to reimburse each Investor Director and Alternate Investor Attendee for all reasonable and documented out-of-pocket expenses incurred in connection with the performance of his or her duties as an Investor Director and Alternate Investor Attendee, as an observer (the “Verlinvest Observer”) provided that Verlinvest does not have the right to appoint the Verlinvest Director pursuant to Section 1.2(b)case may be, including reasonable and (iv) BVCF shall be entitled, by notice documented out-of-pocket expenses incurred in writing to the Company, to designate one (1) individual, as an observer (the “BVCF Observer”, together with the Series A Observer, CVP Observer and Verlinvest Observer, the “Observers”) provided that BVCF does not have the right to appoint the BVCF Director pursuant to Section 1.2(c), to attend all attending meetings of the Board or any committee thereof, and each Investor Director shall be entitled to indemnification arrangements, director and officer insurance coverage and other similar protections equivalent to such arrangements and insurance coverage applicable to all committees thereof (whether in person, telephonic or otherwise) in a non-voting capacity and to receive, concurrently with the members employee directors of the Board Company or to which all non-employee directors of the Company are entitled or receive. Investor agrees that no Investor Director shall be entitled to any compensation for serving as a director of the Company. (g) The Company shall notify the Investor Director and in Alternate Investor Attendee, as the same mannercase may be, a copy of all materials provided to such members, including inter alia, board packs regular and materials, minutes of meetings, written resolutions, notices of meetings, management accounts and financial statements, and business plans, if any. The Board shall take such reasonable steps as may be required so as to enable the Observers to fulfill his/her role. The Observers shall not influence nor direct the activities of the Board and shall have no fiduciary or other statutory director duties in regard to the activities special meetings of the Board or any committee of the Board of which the Investor Director is a member. The Company shall provide the Investor Director and Alternate Investor Attendee, as the case may be, with copies of all notices, minutes, consents and other materials provided to all other directors concurrently as such materials are provided to the other directors. (h) All obligations of the Company pursuant to this Section 2.1 relating to the Investor Director shall terminate immediately, and Investor shall take all lawful action to cause the Investor Director to resign promptly from the Board (and the Company shall be entitled to take all lawful action to remove the Investor Director from the Board), when Investor no longer has the right to designate any person as an Investor Director for nomination for election to the Board pursuant to Section 2.1(a). Without prejudice to the foregoing, at any such time, Investor Director shall not vote or exercise any other rights or powers of office during the period pending resignation. Any vacancy created by such resignation may be filled by the Board or the shareholders of the Company in accordance with the Company’s memorandum of association and articles of association and applicable law. (i) Investor will (i) procure that no Investor Director or Alternate Investor Attendee will pass, directly or indirectly, any information concerning the Company or any Company Subsidiary which may come into his or her possession as Investor Director or Alternate Investor Attendee to any person other than Investor or any direct or indirect holding company of Investor and (ii) comply, and will cause any such direct or indirect holding company of Investor that is the recipient of any such information to comply, with the confidentiality provisions set forth in the CDA with respect to such information.

Board Representation. Subject (a) So long as the Purchasers or one or more of their Affiliates hold at least 20% of the number of shares of Common Stock issued or issuable upon conversion of the Series C Shares, the Company shall take all necessary or desirable actions within its control (including calling special board and stockholder meetings and nominating any individual appointed by the holders of a majority of the number of shares of Common Stock issued or issuable upon conversion of the Series C Shares to the Companies Law (Board of Directors and recommending the election of such individual to the Board of Directors), to cause the Series C Director to be elected to serve as revised) a member of the Cayman IslandsBoard of Directors. The Company shall at all times maintain a Compensation Committee and an Audit Committee of its Board of Directors. The Company shall reimburse the Series C Director for all reasonable costs incurred by him or her in connection with traveling to and from and attending meetings of the Board of Directors and committees of the Board of Directors, in addition to any directors fees regularly paid to any members of the Board of Directors. (b) At such time as the appointment rights in Section 8.6(a) would apply and the Series C Director is not a member of the Board of Directors as provided in this Agreement, the Company shall permit the Requisite Purchasers to appoint one observer attend each meeting of the Board of Directors and any committee thereof. The Company will send to any such observer notice of the time and place of any such meeting in the same manner and at the same time as notice is sent to the directors or committee members, as amended from time the case may be; provided, however, that each such observer shall always receive at least three (3) days’ prior notice of any meeting. The Company shall also provide to such observer copies of all notices, reports, minutes, consents and other documents at the time and every statutory modification or re-enactment thereof for in the time being in force (the “Statute”), (i) the Series A Investors shall be entitled, by notice in writing manner as they are provided to the CompanyBoard of Directors or committees. The Company shall reimburse each such observer for all reasonable costs incurred by the observer. (c) Notwithstanding the foregoing, to designate one (1) individual, as an observer (a majority of the “Series A Observer”), (ii) CVP Board of Directors shall be entitled, by notice in writing to the Company, to designate one (1) individual, as an observer (the “CVP Observer”) provided that CVP does not have the right to appoint exclude the CVP Director Series C Director, or the observer permitted to be in attendance at each meeting of the Board of Directors pursuant to Section 1.2(a)8.6(b) hereof, (iii) Verlinvest shall be entitled, by notice in writing to the Company, to designate one (1) individual, as an observer (the “Verlinvest Observer”) provided that Verlinvest does not have the right to appoint the Verlinvest Director pursuant to Section 1.2(b), and (iv) BVCF shall be entitled, by notice in writing to the Company, to designate one (1) individual, as an observer (the “BVCF Observer”, together with the Series A Observer, CVP Observer and Verlinvest Observer, the “Observers”) provided that BVCF does not have the right to appoint the BVCF Director pursuant to Section 1.2(c), to attend all from portions of meetings of the Board and all of Directors (or meetings of committees thereof (whether in person, telephonic thereof) or otherwise) in a non-voting capacity and omit to receive, concurrently provide the observer with the members certain information if such majority of the Board of Directors believes in good faith, based on the advice of the Company’s outside counsel, that such exclusion or omission is necessary to avoid a conflict of interest or to prevent a breach of attorney-client privilege; provided, that the Series C Director and in the same manner, a copy of all materials provided to such members, including inter alia, board packs and materials, minutes of meetings, written resolutions, notices of meetings, management accounts and financial statements, and business plans, if any. The Board shall take such reasonable steps as may be required so as to enable the Observers to fulfill his/her role. The Observers observer shall not influence nor direct the activities be so excluded or withheld information unless all other persons whose presence at a meeting or receipt of the Board and shall have no fiduciary such materials would result in a conflict of interest or other statutory director duties in regard to the activities a breach of the Board attorney-client privilege are also excluded or as to the Companywithheld information.

Board Representation. Subject to the Companies Law (as reviseda) of the Cayman Islands, as amended from time to time The Purchaser covenants and every statutory modification or re-enactment thereof for the time being in force (the “Statute”), (i) the Series A Investors shall be entitled, by notice in writing to the Company, to designate agrees that it will appoint one (1) individual, as an observer nominee of the Vendor (the “Series A ObserverNominee”), namely ▇▇▇▇ ▇▇▇▇▇▇▇ unless otherwise agreed to by the Purchaser (iisuch agreement by Purchaser not to be unreasonably withheld), to the board of directors of the Purchaser on the Closing Date. For a period of three (3) CVP years following the Closing Date, and for a period of two (2) years thereafter provided that the Vendor holds ten percent (10%) or more of the outstanding common shares of the Purchaser at the time of the preparation of the Purchaser’s annual proxy circular, the Purchaser will take all appropriate steps to ensure that the Purchaser shall, annually in conjunction with the preparation of its annual proxy circular, include the Nominee as part of management’s proposed slate of directors to be elected by shareholders of the Purchaser. (b) The Vendor shall provide all information as may be reasonably requested or required by the Purchaser with respect to the Nominee, including information regarding the Nominee that would be required to be disclosed by the Purchaser pursuant to Securities Laws. The Vendor shall provide the Purchaser with a “Consent to Act as Director” pursuant to the Canada Business Corporations Act and a Personal Information Form (Form 2A) or Declaration (Form 2C1), as applicable, for such Nominee for submission to the TSX-V as soon as practicable. In the event that the Nominee is unable for any reason to serve as a director, including lack of qualifications, unwillingness to serve or failure to receive TSX-V approval for his or her appointment or election, the Vendor shall be entitledentitled to name another Nominee to fill such position, subject to approval of such other Nominee by notice in writing the Purchaser (such approval not to the Company, to designate one (1) individual, as an observer (the “CVP Observer”) provided that CVP does not have the right to appoint the CVP Director pursuant to Section 1.2(a), (iii) Verlinvest shall be entitled, by notice in writing to the Company, to designate one (1) individual, as an observer (the “Verlinvest Observer”) provided that Verlinvest does not have the right to appoint the Verlinvest Director pursuant to Section 1.2(bunreasonably withheld), and (iv) BVCF the Vendor shall be entitled, by notice provide the information and documents as noted in writing to the Company, to designate one (1) individual, as an observer (the “BVCF Observer”, together with the Series A Observer, CVP Observer and Verlinvest Observer, the “Observers”) provided that BVCF does not have the right to appoint the BVCF Director pursuant to this Section 1.2(c), to attend all meetings of the Board and all committees thereof (whether in person, telephonic or otherwise) in a non-voting capacity and to receive, concurrently with the members of the Board and in the same manner, a copy of all materials provided to 7.12 for such members, including inter alia, board packs and materials, minutes of meetings, written resolutions, notices of meetings, management accounts and financial statements, and business plans, if any. The Board shall take such reasonable steps as may be required so as to enable the Observers to fulfill his/her role. The Observers shall not influence nor direct the activities of the Board and shall have no fiduciary or other statutory director duties in regard to the activities of the Board or as to the CompanyNominee.

Board Representation. Subject to the Companies Law (as revised) of the Cayman Islands, as amended from time to time and every statutory modification or re-enactment thereof for the time being in force (the “Statute”), (i) Following the Series A Investors Second Closing, the Company shall be entitled, by notice in writing to the Company, to designate one allow two (12) individual, as an observer individuals (the “Series A Observer”), (ii) CVP shall be entitled, by notice in writing to the Company, to designate one (1) individual, as an observer (the “CVP Observer”) provided that CVP does not have the right to appoint the CVP Director pursuant to Section 1.2(a), (iii) Verlinvest shall be entitled, by notice in writing to the Company, to designate one (1) individual, as an observer (the “Verlinvest Observer”) provided that Verlinvest does not have the right to appoint the Verlinvest Director pursuant to Section 1.2(b), and (iv) BVCF shall be entitled, by notice in writing to the Company, to designate one (1) individual, as an observer (the “BVCF Observer”, together with the Series A Observer, CVP Observer and Verlinvest Observercollectively, the “Observers”), with each Purchaser being entitled to nominate one (1) provided that BVCF does not have the right to appoint the BVCF Director pursuant to Section 1.2(c)Observer, to attend all meetings of the Board and all committees thereof (whether in person, telephonic or otherwise) of Directors in a non-voting capacity capacity, and in connection therewith, the Company shall give the Observers copies of all notices, minutes, consents and other materials, financial or otherwise, which the Company provides to receivethe Board of Directors, concurrently with which copies shall be sent to the members Observers at the same time that they are sent to the Board of Directors; provided, however, that the Company reserves the right to exclude the Observers from access to any material or meeting or portion thereof if the Company believes, upon written advice of outside legal counsel, that such exclusion is reasonably necessary to preserve the attorney-client privilege or is prohibited by applicable Law; and provided, further, that the Observers shall enter into confidentiality agreements in mutually agreeable form before any Observer may attend any meeting of the Board and in of Directors or obtain any copies of the same manner, a copy of all foregoing materials provided to the Board of Directors. The good faith decision of the Board of Directors with respect to the privileged or confidential nature of such membersinformation shall be final and binding. The observer rights applicable to any particular Purchaser provided by this Section 4.11(a)(i) shall terminate on the date on which such Purchaser’s Purchaser Nominee is first actually appointed or elected to the Board of Directors. For purposes of clarity, the parties acknowledge and agree that, in the event the Second Closing does not occur in accordance with the terms of this Agreement, this Section 4.11 shall be null and void and the Purchasers shall have no rights to designate Observers or Purchaser Nominees. (ii) To the extent permitted by applicable law and the rules of the principal exchange on which the Common Stock is then listed or traded, following and conditioned upon the Second Closing, and in any case only after the Company’s 2017 Annual Meeting of Stockholders, each Purchaser shall, subject to the other terms of this Section 4.11, have the right to nominate one (1) individual for election to the Board of Directors (the “Purchaser Nominees”) in each election of directors from and after the Company’s 2017 Annual Meeting of Stockholders. The number of Purchaser Nominees shall not exceed two (2) individuals. (iii) If the Second Closing is consummated, (x) the Board of Directors shall promptly expand the Board of Directors so that there are an additional two (2) vacant seats on the Board of Directors and shall fill such vacancies with the Purchaser Nominees and (y) the Company shall take all action necessary to call, give notice of, convene and hold a meeting of the stockholders of the Company to consider and vote on a proposal to approve the issuance and sale of the Third Closing Shares pursuant to and in accordance with the terms of this Agreement (the “Stockholder Proposal” and, such meeting, the “Stockholders’ Meeting”), including inter alia, board packs taking all action necessary to file or cause to be filed with the Commission a proxy statement (the “Proxy Statement”) in respect of such Stockholders’ Meeting and materials, minutes of meetings, written resolutions, notices of meetings, management accounts and financial statements, and business plans, if anyStockholder Proposal. The Stockholders’ Meeting shall be held (on a date selected by the Company in consultation with Purchasers) as promptly as practicable after the Second Closing Date. The Board of Directors shall recommend that the stockholders of the Company adopt and approve the Stockholder Proposal and the Company shall include such recommendation in the Proxy Statement. (iv) The Company shall use commercially reasonable efforts to cause the Proxy Statement to comply in all material respects in form and substance with the rules and regulations promulgated by the Commission and to respond promptly to any comments of the Commission or its staff with respect to the Proxy Statement. The Purchasers shall furnish to the Company all information concerning themselves and the Purchaser Nominees as the Company may reasonably request in connection with the preparation of the Proxy Statement or which may be required under applicable Law. The Company shall promptly notify the Purchasers upon the receipt of any comments from the Commission or its staff or any request from the Commission or its staff for amendments or supplements to the Proxy Statement, shall consult with the Purchasers prior to responding to any such comments or requests or filing any amendment or supplement to the Proxy Statement, and shall provide the Purchasers with copies of all correspondence between the Company and its representatives, on the one hand, and the Commission and its staff, on the other hand. The Company will use commercially reasonable efforts to cause the Proxy Statement to be mailed, or distributed electronically in compliance with the Commission’s Notice and Access model, to all of the stockholders of the Company as promptly as practicable following the clearance of the Proxy Statement by the Commission (or expiration of applicable period for comments). Notwithstanding anything to the contrary stated above, prior to filing and mailing the Proxy Statement (or any amendment or supplement thereto) or responding to any comments of the Commission with respect thereto, the Company shall provide the Purchasers a reasonable opportunity to review and comment on such document or response and shall discuss with the Purchasers and include in such document or response comments reasonably proposed by the Purchasers. (v) Each Purchaser will notify the Company promptly, and in any event within two (2) Business Days, of any event that results in a reduction in the number of shares of Common Stock that such Purchaser beneficially owns, which notice will set forth the number of Shares beneficially owned by such Purchaser immediately following the occurrence of such event. (vi) For so long as any Purchaser has the right to nominate a Purchaser Nominee for election pursuant to Section 4.11(a)(ii), in connection with each election of directors, subject to this Section 4.11(a)(vi), the Company shall nominate such Purchaser Nominee for election as a director as part of the slate that is included in the proxy statement of the Company relating to the election of directors; provided, however, that in the event that any Purchaser ceases to both beneficially own at least four and one-half percent (4.5%) of the total issued and outstanding Common Stock as of any particular date and hold at least 67% of the Shares purchased hereunder by such Purchaser at the Closings (after giving effect to any share splits, reclassifications or similar corporate transactions), then the Company shall cease to have any obligations to nominate the Purchaser Nominee nominated by such Purchaser for election as a director under this Section 4.11. For the avoidance of doubt, in any such instance, the Company’s obligations in respect of the other Purchaser’s Purchaser Nominee shall remain unaffected. (vii) In the event that any Purchaser Nominee shall cease to serve as a director for any reason (other than the failure of the stockholders of the Company to elect such person as a director or the resignation or removal of such director as a result of the Purchasers not having the right to nominate a director pursuant to Section 4.11(a)(vi)), the Purchaser who nominated such Purchaser Nominee shall have the right to designate another individual to fill the vacancy resulting therefrom. For the avoidance of doubt, it is understood that the failure of the stockholders of the Company to elect any Purchaser Nominees shall not affect the right of any Purchaser, as the case may be, to designate a Purchaser Nominee for election pursuant to Section 4.11(a)(ii) in connection with any future election of directors of the Company. (viii) Notwithstanding the foregoing, as a condition to any Purchaser Nominee’s appointment to the Board of Directors and nomination for election as a director of the Company at the Company’s annual meetings of stockholders: (A) Purchasers and each such Purchaser Nominee must in all material respects provide to the Company (1) all information reasonably requested by the Company that is required to be or customarily disclosed for directors, candidates for directors, and their affiliates and representatives in a proxy statement or other filings under applicable law or regulation or stock exchange rules or listing standards, in each case, relating to their nomination or election as a director of the Company or the Company’s operations in the ordinary course of business and (2) information reasonably requested by the Company in connection with assessing eligibility, independence and other criteria applicable to directors or satisfying compliance and legal or regulatory obligations, in each case, relating to their nomination or election as a director of the Company or the Company’s operations in the ordinary course of business, with respect to Purchasers, its Affiliates and the applicable Purchaser Nominee; (B) each such Purchaser Nominee must be qualified to serve as a director of the Company under the Delaware General Corporation Law to the same extent as all other directors of the Company; (C) each such Purchaser Nominee shall satisfy all relevant Nasdaq Stock Market, or other applicable exchange, rules and regulations; (D) each such Purchaser Nominee shall be reasonably acceptable to the Nominating and Corporate Governance Committee of the Board; and (E) each such Purchaser Nominee must satisfy the requirements set forth in the Company’s code of conduct and securities trading policy and other similar policies, in each case as currently in effect with such changes thereto (or such successor policies) as are applicable to all other directors, as are adopted in good faith by the Board, and do not by their terms adversely impact any Purchaser Nominee relative to all other directors. The Company will make all information requests pursuant to this Section 4.11(a)(viii) in good faith in a timely manner that allows Purchasers and each such Purchaser Nominee a reasonable amount of time to provide such information, and will cooperate in good faith with Purchasers and each such Purchaser Nominee in connection with their efforts to provide the requested information. (ix) Purchasers hereby covenant and agree (A) not to designate or participate in the designation of any director designee who, to Purchasers’ knowledge, does not satisfy all relevant Nasdaq Stock Market, or other applicable exchange, rules and regulations (a “Disqualified Designee”), (B) that in the event Purchasers become aware that any individual previously designated by Purchasers is or has become a Disqualified Designee, then Purchasers shall notify the Company promptly in writing and as promptly as practicable Purchasers shall take such reasonable steps actions as may be required so as are necessary to enable the Observers to fulfill his/her role. The Observers shall not influence nor direct the activities of remove any such Disqualified Designee from the Board and shall have no fiduciary designate a replacement designee who is not a Disqualified Designee, and (C) for so long as there is any Purchaser Nominee or other statutory director duties in regard to the activities of the Board or as to Observer, Purchasers will, and will cause any Purchaser Nominee to, comply with the Company’s i▇▇▇▇▇▇ ▇▇▇▇▇▇▇ policy, securities trading policy and other similar policies.

Board Representation. Subject to (a) Unless a breach by Investor or any of its Affiliates of Section 2.5 has occurred and is continuing, for so long as Investor (together with the Companies Law (as revisedPermitted Transferees) Beneficially Owns at least 10.0% of the Cayman Islandsoutstanding Company Voting Securities, as amended from time to time and every statutory modification or re-enactment thereof for Investor shall have the time being in force (right, but not the “Statute”), (i) the Series A Investors shall be entitledobligation, by notice in writing to the Company, Company (in accordance with Section 2.1(e)) to designate one person (who is not a U.S. citizen or resident) for nomination for election to the Board (such designee, a “Nominee” and, following his or her appointment to the Board, an “Investor Director”); provided, however, that such person satisfies any applicable requirements imposed by the Company’s memorandum and articles of association (and that are applicable to directors of the Company generally) and all applicable laws, regulations, rules and codes of practice. For the avoidance of doubt, in addition to fiduciary obligations imposed by applicable law, each Investor Director shall be subject to the provisions of the Company’s memorandum and articles of association applicable to directors of the Company generally, including those provisions relating to matters in respect of which a director has a material interest or is otherwise interested, and all laws, regulations, rules and codes of practice as may be applicable from time to time. (b) For so long as Investor has the right to designate any person for nomination for election to the Board pursuant to Section 2.1(a), the Company agrees, subject to its memorandum and articles of association, to take all lawful action to procure, at the next scheduled meeting of the Board occurring not less than 30 days following receipt of the notice referred to in Section 2.1(a) (or, in the case of the first Nominee designated pursuant to Section 2.1(a), to the extent such notice is received not less than 30 days prior to Completion, no later than 5 Business Days following Completion), the co-option of the Nominee to the Board and thereafter to use its reasonable best efforts to procure, at the next annual general meeting of shareholders of the Company, the re-election of the Investor Director to the Board, including by (1) individualnominating such individual to be elected as a director as provided herein, (2) including such nomination and other required information regarding such individual in the Company’s proxy statement for the annual general meeting of shareholders of the Company and (3) soliciting or causing the solicitation of proxies in connection with the election of such individual as an observer a director. (c) In the “Series A Observer”event that the Investor Director is not re-elected to the Board at such annual general meeting, Investor will, for so long as it has the right to designate any person for nomination for election to the Board pursuant to Section 2.1(a), be entitled to designate (iiin accordance with Section 2.1(a)) CVP shall be entitled, by notice in writing an alternative person as Nominee and the provisions of Section 2.1(b) will apply to any alternative person so designated. (d) For so long as Investor has the right to designate any person for nomination for election to the CompanyBoard pursuant to Section 2.1(a), to designate one in the event that a vacancy is created at any time by the death, disability, retirement, resignation or removal (1with or without cause) individualof an Investor Director, as an observer (the “CVP Observer”) provided that CVP does not Investor shall have the right to appoint designate (in accordance with Section 2.1(a)) a replacement to fill such vacancy, and the CVP Director provisions of Section 2.1(b) will apply to any replacement person so designated. For so long as Investor has the right to designate any person for nomination for election to the Board pursuant to Section 1.2(a2.1(a), the Company shall not take any action to cause the removal of an Investor Director without cause unless it is directed to do so by Investor, and if the Company is so directed, the Company shall take all necessary or desirable and lawful actions to effect such removal and to elect a replacement Investor Director as provided in the immediately preceding sentence. In addition, for so long as Investor has the right to designate any person as an Investor Director, any such Investor Director may, subject to the applicable provisions of the Company’s memorandum and articles of association and all applicable laws, regulations, rules and codes of practice, designate at any time an alternate (iiian “Alternate Investor Attendee”) Verlinvest to attend a meeting of the Board in lieu of such Investor Director (and subject to the provisions of this Agreement applicable to such Investor Director). (e) In respect of any newly-proposed Nominee, Investor shall be entitlednotify the Company of the proposed Nominee, in writing, together with all information concerning such person that is reasonably requested by notice in writing to the Company, including, without limitation, such information as is necessary to designate one comply with applicable disclosure rules. (1f) individualThe Company agrees to reimburse each Investor Director and Alternate Investor Attendee for all reasonable and documented out-of-pocket expenses incurred in connection with the performance of his or her duties as an Investor Director and Alternate Investor Attendee, as an observer (the “Verlinvest Observer”) provided that Verlinvest does not have the right to appoint the Verlinvest Director pursuant to Section 1.2(b)case may be, including reasonable and (iv) BVCF shall be entitled, by notice documented out-of-pocket expenses incurred in writing to the Company, to designate one (1) individual, as an observer (the “BVCF Observer”, together with the Series A Observer, CVP Observer and Verlinvest Observer, the “Observers”) provided that BVCF does not have the right to appoint the BVCF Director pursuant to Section 1.2(c), to attend all attending meetings of the Board or any committee thereof, and each Investor Director shall be entitled to indemnification arrangements, director and officer insurance coverage and other similar protections equivalent to such arrangements and insurance coverage applicable to all committees thereof (whether in person, telephonic or otherwise) in a non-voting capacity and to receive, concurrently with the members employee directors of the Board Company or to which all non-employee directors of the Company are entitled or receive. Investor agrees that no Investor Director shall be entitled to any compensation for serving as a director of the Company. (g) The Company shall notify the Investor Director and in Alternate Investor Attendee, as the same mannercase may be, a copy of all materials provided to such members, including inter alia, board packs regular and materials, minutes of meetings, written resolutions, notices of meetings, management accounts and financial statements, and business plans, if any. The Board shall take such reasonable steps as may be required so as to enable the Observers to fulfill his/her role. The Observers shall not influence nor direct the activities of the Board and shall have no fiduciary or other statutory director duties in regard to the activities special meetings of the Board or any committee of the Board of which the Investor Director is a member. The Company shall provide the Investor Director and Alternate Investor Attendee, as the case may be, with copies of all notices, minutes, consents and other materials provided to all other directors concurrently as such materials are provided to the other directors. (h) All obligations of the Company pursuant to this Section 2.1 relating to the Investor Director shall terminate immediately, and Investor shall take all lawful action to cause the Investor Director to resign promptly from the Board (and the Company shall be entitled to take all lawful action to remove the Investor Director from the Board), when Investor no longer has the right to designate any person as an Investor Director for nomination for election to the Board pursuant to Section 2.1(a). Without prejudice to the foregoing, at any such time, Investor Director shall not vote or exercise any other rights or powers of office during the period pending resignation. Any vacancy created by such resignation may be filled by the Board or the shareholders of the Company in accordance with the Company’s memorandum of association and articles of association and applicable law. (i) Investor will (i) procure that no Investor Director or Alternate Investor Attendee will pass, directly or indirectly, any information concerning the Company or any Company Subsidiary which may come into his or her possession as Investor Director or Alternate Investor Attendee to any person other than Investor or any direct or indirect holding company of Investor and (ii) comply, and will cause any such direct or indirect holding company of Investor that is the recipient of any such information to comply, with the confidentiality provisions set forth in the CDA with respect to such information.

Board Representation. Subject (1) The Shareholder shall have, if and for so long as the Shareholder, together with its Affiliates and certain investment funds for which it acts as investment advisor, beneficially owns or exercises control or direction over, directly or indirectly, at least 10% of the outstanding Shares (before giving effect to the Companies Law (as revised) exercise, conversion or exchange of any securities exercisable for, convertible into or exchangeable for Shares), the right to select one individual, who shall be presented to the shareholders of the Cayman Islands, Company as amended from time part of the management proposed list of nominees to time and every statutory modification or re-enactment thereof for serve as directors on the time being in force board of directors of the Company (the “StatuteBoard”) at any shareholder meeting at which directors of the Company are being elected, with such individual being referred to herein as a “Nominee”; provided, however, that such nomination right shall only be exercisable for so long as the Board has at least three members (including the Nominee). (2) The Company acknowledges that the Shareholder’s current Nominee on the Board is ▇▇▇▇▇ ▇▇▇▇▇▇▇. (3) In order to exercise its rights in section 1.1(1) and commencing in the fiscal year in which the third annual meeting of the Company is held, the Shareholder shall, by no later than thirty days following the Company’s fiscal year end, provide the Company with written notice of the Shareholder’s proposed Nominee(s), (i) the Series A Investors which individuals shall be entitledsubject to consideration by the Board pursuant to the process set forth in Section 1.2(2); provided, however, that if the Shareholder fails to provide such notice, the Shareholder’s proposed Nominee shall be deemed to be the Nominee then serving on the Board. (4) The Nominee will be invited to join certain committees of the Board upon and subject to his or her election as a director of the Company and the determination of the Board as to which committee or committees the Nominee will be invited to join. (5) At the request of the Shareholder but subject to the residency requirements in the by-laws of the applicable subsidiary, the Company shall cause the nominee to be elected to the board of directors of any direct or indirect subsidiary of the Company whose board composition is substantially similar to that of the Board. (6) The Shareholder acknowledges that there is no assurance that the Nominee will be elected to the Board by shareholders. (7) The Shareholder shall provide written notice in writing to the Company promptly upon the Shareholder having knowledge, based on the most recently reported outstanding share number by the Company, to designate one (1) individual, as an observer (that the “Series A Observer”), (ii) CVP shall be entitled, by notice in writing to the Company, to designate one (1) individual, as an observer (the “CVP Observer”) provided that CVP does not have the right to appoint the CVP Director pursuant to Section 1.2(a), (iii) Verlinvest shall be entitled, by notice in writing to the Company, to designate one (1) individual, as an observer (the “Verlinvest Observer”) provided that Verlinvest does not have the right to appoint the Verlinvest Director pursuant to Section 1.2(b), and (iv) BVCF shall be entitled, by notice in writing to the Company, to designate one (1) individual, as an observer (the “BVCF Observer”Shareholder, together with the Series A Observerits Affiliates and certain investment funds for which it acts as investment advisor, CVP Observer and Verlinvest Observerbeneficially owns, the “Observers”) provided that BVCF does not have the right to appoint the BVCF Director pursuant to Section 1.2(c)or exercises control or direction over, to attend all meetings directly or indirectly, less than 10% of the Board and all committees thereof outstanding Shares (whether in person, telephonic or otherwise) in a non-voting capacity and to receive, concurrently with the members of the Board and in the same manner, a copy of all materials provided to such members, including inter alia, board packs and materials, minutes of meetings, written resolutions, notices of meetings, management accounts and financial statements, and business plans, if any. The Board shall take such reasonable steps as may be required so as to enable the Observers to fulfill his/her role. The Observers shall not influence nor direct the activities of the Board and shall have no fiduciary or other statutory director duties in regard before giving effect to the activities exercise, conversion or exchange of the Board any securities exercisable for, convertible into or as to the Companyexchangeable for Shares).

Board Representation. Subject (a) The Company shall take all actions within its power necessary to ensure that, as soon as reasonably practicable after the Closing and in any event within sixty (60) days from the Closing, the authorized size of the Board of Directors is reduced to six (6) members, and shall promptly deliver satisfactory evidence of such reduction to the Companies Law Purchaser Group; provided, however, that the Company shall not be required to furnish any document to any Purchaser pursuant to this Section 6(a) to the extent that such document is available on ▇▇▇▇▇. (b) So long as revisedthe Purchasers and the Affiliates of Purchasers, collectively and in the aggregate, Beneficially Own hold at least ten percent (10%) of the Cayman Islands, as amended from time to time and every statutory modification or re-enactment thereof for the time being in force total number of shares of Company Common Stock outstanding (the “StatuteMinimum Holding”), the Company shall take all necessary or desirable actions to allow up to two (i2) individuals designated by the Series A Investors shall be entitled, by notice in writing to the Company, to designate one (1) individual, as an observer (the “Series A Observer”), (ii) CVP shall be entitled, by notice in writing to the Company, to designate one (1) individual, as an observer (the “CVP Observer”) provided that CVP does not have the right to appoint the CVP Director pursuant to Section 1.2(a), (iii) Verlinvest shall be entitled, by notice in writing to the Company, to designate one (1) individual, as an observer (the “Verlinvest Observer”) provided that Verlinvest does not have the right to appoint the Verlinvest Director pursuant to Section 1.2(b), and (iv) BVCF shall be entitled, by notice in writing to the Company, to designate one (1) individual, as an observer (the “BVCF Observer”, together with the Series A Observer, CVP Observer and Verlinvest Observer, the “Observers”) provided that BVCF does not have the right to appoint the BVCF Director pursuant to Section 1.2(c), Purchaser Group collectively to attend all meetings of the Board and all committees thereof (whether in person, telephonic or otherwise) of Directors in a non-voting capacity and to receive(such individuals, concurrently the “Observers”); provided, however, that each Observer must agree enter into a customary confidentiality agreement with the members Company prior to attending any such meeting; and provided further that the Company shall not unreasonably withhold information or exclude the Observers except (i) where access to such information or attendance at such meeting would adversely affect the attorney-client privilege, or (ii) to avoid an actual conflict of interest, in each case as reasonably determined by the Board of Directors, provided that in such case the Company shall use commercially reasonable efforts to provide a redacted version or alternative means of providing substantially the same information. (c) The Company shall take all actions necessary to ensure that, immediately upon conversion of the Notes in full: (i) the authorized size of the Board and in the same manner, a copy of all materials provided Directors is increased to eight (8) members (or such members, including inter alia, board packs and materials, minutes of meetings, written resolutions, notices of meetings, management accounts and financial statements, and business plans, if any. The Board shall take such reasonable steps other number as may be required agreed in writing by the Purchasers), and (ii) the Purchaser Group is collectively entitled to designate two (2) individuals for appointment to the Board of Directors, and the Company shall cause such designees to be duly appointed and thereafter nominated for re-election (to the extent that the Purchasers desire any such designee to be so as nominated) at each applicable shareholder meeting (subject to enable customary qualification and fiduciary duty requirements). (d) Each Purchaser acknowledges and agrees that any such individuals appointed or elected to the Observers to fulfill his/her role. The Observers shall not influence nor direct Board of Directors will be governed by the activities same obligations and duties regarding confidentiality, conflicts of interest, related party transactions, fiduciary duties, codes of conduct, trading and disclosure policies, director resignation and other governance guidelines and policies of the Board and shall have no fiduciary or other statutory director duties in regard Company as are applicable to the activities independent directors of the Company generally, as they may be modified from time to time. (e) The Purchasers shall cause any such individual designated for appointment to resign from the Board of Directors effective immediately following such time as the Purchasers and the Affiliates of Purchaser collectively no longer maintain the Minimum Holding. In furtherance of the foregoing, the Purchasers agree that, as a condition of the appointment or as election of any individual designated for appointment to the CompanyBoard of Directors pursuant to this Section 6(c), such individual shall provide an irrevocable resignation letter to the Board of Directors, which resignation shall become automatically effective immediately upon the Purchasers and the Affiliates of Purchaser no longer maintaining the Minimum Holding. (f) The covenants set forth in this Section 6 shall immediately terminate and be of no further force or effect immediately following such time as the Purchasers and the Affiliates of Purchasers collectively no longer maintain the Minimum Holding.

Board Representation. Subject (a) Upon the Placement Closing, and until terminated pursuant to the Companies Law (as revised) of the Cayman Islands, as amended from time to time and every statutory modification or re-enactment thereof for the time being in force (the “Statute”), Section 3.6(g): (i) the Series A Investors IPO Issuer covenants and agrees to reconstitute the Board and the Subsidiary Board so that each shall be entitledcomprised of four (4) individuals, by notice in writing to two (2) of whom shall be nominees of the Company, to designate one (1) individual, as an observer (the “Series A Observer”), Lead Investor; (ii) CVP the Lead Investor shall be entitled, by notice entitled to appoint to any committee or sub-committee of the Board such number of members in writing pro rata proportion to the Companynumber of directors the Lead Investor may nominate to the Board pursuant to paragraph (i); and (iii) the Lead Investor {00284650.13} shall appoint, to designate one (1) individual, as an observer (the “CVP Observer”) provided that CVP does not and shall have the right to appoint appoint, the CVP Director Chief Financial Officer of the IPO Issuer and of the Subsidiary (collectively, the "Nominee Rights"). The Lead Investor's initial nominees to the Board and the Subsidiary Board shall be and , or such other person(s) as the Lead Investor may designate in a written notice to the IPO Issuer not less than two (2) Business Days prior to the Placement Closing Date. The Lead Investor's initial appointee as Chief Financial Officer of the IPO Issuer and the Subsidiary shall be , or such other person as the Lead Investor may designate in a written notice to the IPO Issuer not less than two (2) Business Days prior to the Placement Closing Date. (b) Unless the Nominee Rights are terminated pursuant to Section 1.2(a3.6(g), (iii) Verlinvest shall be entitleddespite the constating documents of the IPO Issuer and the Subsidiary, by notice in writing respectively, or provisions of applicable law, the IPO issuer acknowledges and agrees that from and after the Placement Closing, any increase to the Company, to designate one (1) individual, as an observer (the “Verlinvest Observer”) provided that Verlinvest does not have the right to appoint the Verlinvest Director pursuant to Section 1.2(b), and (iv) BVCF shall be entitled, by notice in writing to the Company, to designate one (1) individual, as an observer (the “BVCF Observer”, together with the Series A Observer, CVP Observer and Verlinvest Observer, the “Observers”) provided that BVCF does not have the right to appoint the BVCF Director pursuant to Section 1.2(c), to attend all meetings of the Board and all committees thereof (whether in person, telephonic or otherwise) in a non-voting capacity and to receive, concurrently with the members of the Board and in the same manner, a copy of all materials provided to such members, including inter alia, board packs and materials, minutes of meetings, written resolutions, notices of meetings, management accounts and financial statements, and business plans, if any. The Board shall take such reasonable steps as may be required so as to enable the Observers to fulfill his/her role. The Observers shall not influence nor direct the activities of the Board and shall have no fiduciary or other statutory director duties in regard to the activities size of the Board or the Subsidiary Board and the appointment of any director shall only be effective if the resolution to increase the size of the Board or the Subsidiary Board, as the case may be, or to approve the new director is approved by at least 67% of the directors then in office. (c) Until the Nominee Rights are terminated pursuant to Section 3.6(g), the IPO Issuer acknowledges and agrees that: (i) it shall include the Lead Investor's director nominees pursuant to the Company.Nominee Rights in its proposed slate of directors nominated for election at each annual or special meeting of Shareholders, provided that, the Lead Investor shall provide the names of its director nominees, as well as any information requested by the IPO Issuer that it reasonably requires relating to such director nominees, sufficiently in advance of (which in any event shall not be more than ten (10) Business Days prior to) the mailing or filing date of the management information circular for such meeting;

Board Representation. (a) Immediately following Closing and during the Earn-Out Period only, the Seller shall have the right to appoint, and Sphere 3D shall cause such appointment upon the exercise of such right, one nominee to the board of directors of the Purchaser, which board shall consist of three directors, unless otherwise agreed by the parties. Subject to all necessary TSXV and regulatory approvals, to the Companies Law extent applicable, such initial nominee shall be ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ until such time that ▇▇. ▇▇▇▇▇▇▇▇▇ becomes ineligible to serve as a director of the Purchaser pursuant to applicable laws, at which time his successor shall be appointed by Seller (which appointment must be mutually agreed to by parties, acting reasonably). Following the Earn-Out Period, the Purchaser shall consider, but shall not be obligated, to include ▇▇. ▇▇▇▇▇▇▇▇▇ as reviseda director of the Purchaser to the extent that it reasonably determines that ▇▇. ▇▇▇▇▇▇▇▇▇ would be a valuable contributing member of the board. (b) Immediately following Closing, subject to consent by ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ and all necessary TSXV and regulatory approvals, Purchaser and Sphere 3D shall consider, but shall not be obligated, to include ▇▇. ▇▇▇▇▇▇▇▇▇ to the nomination of the full slate of directors of Sphere 3D in accordance with Sphere 3D’s constituent and other governing documents, to the extent it reasonably determines that ▇▇. ▇▇▇▇▇▇▇▇▇ would be a valuable contributing member of the board. The Seller shall have no right to request any substitute nominee to the board of directors of Sphere 3D if ▇▇. ▇▇▇▇▇▇▇▇▇ is unwilling or unable to serve in such capacity. (c) The rights of Seller and obligations of Purchaser and Sphere 3D under clause (b) of this Section 8.11 shall cease on the Cayman Islands, as amended from time to time and every statutory modification or re-enactment thereof for the time being in force (the “Statute”), earliest of: (i) the Series A Investors shall be entitledvoluntary termination of ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ as an employee of the Purchaser or Sphere 3D; (ii) the termination by “Cause” of ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ by the Purchaser of Sphere 3D, by notice in writing to as the Company, to designate one (1) individualcase may be, as an observer (employee of the “Series A Observer”), (ii) CVP shall be entitled, by notice in writing to the Company, to designate one (1) individual, as an observer (the “CVP Observer”) provided that CVP does not have the right to appoint the CVP Director pursuant to Section 1.2(a), Purchaser of Sphere 3D; (iii) Verlinvest shall be entitled, by notice in writing to the Company, to designate one (1) individual, as an observer (expiration of the “Verlinvest Observer”) provided that Verlinvest does not have the right to appoint the Verlinvest Director pursuant to Section 1.2(b), and Earn-Out Period; or (iv) BVCF shall be entitled, by notice as otherwise set forth in writing to the Company, to designate one (1) individual, as an observer (the “BVCF Observer”, together with the Series A Observer, CVP Observer and Verlinvest Observer, the “Observers”) provided that BVCF does not have the right to appoint the BVCF Director pursuant to Section 1.2(c), to attend all meetings of the Board and all committees thereof (whether in person, telephonic or otherwise) in a non-voting capacity and to receive, concurrently with the members of the Board and in the same manner, a copy of all materials provided to such members, including inter alia, board packs and materials, minutes of meetings, written resolutions, notices of meetings, management accounts and financial statements, and business plans, if any. The Board shall take such reasonable steps as may be required so as to enable the Observers to fulfill his/her role. The Observers shall not influence nor direct the activities of the Board and shall have no fiduciary or other statutory director duties in regard to the activities of the Board or as to the Companythis Agreement.