Common use of Committees; Subsidiaries Clause in Contracts

Committees; Subsidiaries. (a) The Corporation shall ensure that the Board has at all times (i) a compensation committee and (ii) an audit committee. The audit committee shall consist of four (4) directors, which will include a designee of each of Vantage Point, Beechtree, the Fonds and First Gen., and the compensation committee shall consist of five (5) directors, which will include a designee of each of VantagePoint, RRE, Beechtree, the Fonds and First Gen. Additionally, Fonds shall have the right to appoint one (1) observer to each of the compensation committee and audit committee, and any other committee created by the Board, who shall have the right to receive notice of and attend the meetings and who shall have the right to address each such committee. (b) The Corporation shall take, and each Stockholder shall use all reasonable efforts to cause each director of the Corporation originally nominated by such Stockholder to cause the Corporation to take, such corporate actions as may be reasonably required to ensure that the board of directors of each Subsidiary of the Corporation (other than the board of directors of Nexsan Canada) is comprised of two (2) directors, one of which shall be a designee of VantagePoint (or its Affiliates), who shall initially be D▇▇▇▇ ▇▇▇▇▇, and the other shall be the Chief Executive Officer of the Corporation. The board of directors of Nexsan Canada shall be comprised of not less than three (3) nor more than five (5) directors, one of which shall be a designee of VantagePoint, who shall initially be G▇▇▇▇ ▇▇▇▇, one of which shall be the Chief Executive Officer of the Corporation, and, if so requested by the Fonds, one of which shall be designated by the Fonds.