Common use of Designees Clause in Contracts

Designees. (a) Upon the consummation of the Reorganization, the Board shall consist of eight directors, including (i) ▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ and ▇▇▇▇▇▇ ▇▇▇▇▇▇ (together with any director designated pursuant to Section 2.1(b), the “Existing LINN Owner Directors”), (ii) ▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇▇▇ ▇. ▇▇▇▇, ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ (together with any director designated pursuant to Section 2.1(d), the “Roan Holdings Directors”) and (iii) ▇▇▇▇ ▇▇▇▇▇▇▇ (together with any director designated pursuant to Section 2.1(e), the “CEO Director”). The Board shall consist of two classes of directors, with each of ▇▇▇▇ ▇▇▇▇▇▇▇ and, subject to Section 2.1(c), the Roan Independent Director (as defined below) serving a term ending on the date of the Company’s 2019 annual general meeting of stockholders, and each of ▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇▇▇ ▇. ▇▇▇▇, ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ serving a term ending on the Trigger Date. Following the Trigger Date, the Board will cease to be classified and nominations for director shall be made by the Board upon the advice of the Company’s nominating and corporate governance committee. (b) During the period beginning on the Closing Date and ending on the earlier of (i) the Trigger Date and (ii) with respect to the applicable Existing LINN Owner, the date on which such Existing LINN Owner ceases to Beneficially Own at least 5% of the outstanding shares of Common Stock, the applicable Existing LINN Owner shall have the right, but not the obligation, to designate one director to the Board to fill any vacancy on the Board due to the death, disability, resignation or removal of any Existing LINN Owner Director designated by such Existing LINN Owner; provided, however, that at all times, at least one Existing LINN Owner Director shall be an Independent Director (the “LINN Independence Requirement”). In the event that the Linn Independence Requirement is no longer satisfied, the Existing LINN Owners shall promptly (i) cause the removal of an Existing Linn Owner Director in accordance with Section 2.1(f) and (ii) designate a director to the Board who qualifies as an Independent Director to fill such vacancy. If an Existing LINN Owner’s designation rights terminate pursuant to the foregoing Section 2.1(b)(ii), then the director designated to the Board by such Existing LINN Owner at such time shall be entitled to continue serving in such capacity until the end of such director’s then-current term. (c) During the period beginning on the Closing Date and ending on the earlier of (i) the Trigger Date and (ii) the date on which Roan Holdings ceases to Beneficially Own at least 5% of the outstanding shares of Common Stock, Roan Holdings shall have the right, but not the obligation, to (a) designate one Independent Director to the Board (the “Roan Independent Director”), subject to the consent of the Existing LINN Owners (such consent not to be unreasonably withheld), and (b) to fill any vacancy on the Board due to the death, disability, resignation or removal of any Roan Independent Director designated pursuant to clause (a) of this Section 2.1(c) after the date hereof. Upon the designation and approval of the Roan Independent Director in accordance with this Section 2.1(c), the Principal Stockholders and the Company will take all Necessary Action to expand the Board to nine seats to include the Roan Independent Director. (d) During the period beginning on the Closing Date and ending on the earlier of (i) the Trigger Date and (ii) the date on which Roan Holdings ceases to Beneficially Own at least 5% of the outstanding shares of Common Stock, Roan Holdings shall have the right, but not the obligation, to designate to the Board a number of directors equal to: (i) if Roan Holdings Beneficially Owns at least 30% of the outstanding shares of Common stock, four directors; (ii) if Roan Holdings Beneficially Owns at least 15% but less than 30% of the outstanding shares of Common Stock, three directors; and (iii) if Roan Holdings Beneficially Owns at least 5% but less than 15% of the outstanding shares of Common Stock, two directors, in each case to fill any vacancy on the Board due to the death, disability, resignation or removal of any Roan Holdings Director; provided, however, that at all times, at least one Roan Holdings Director shall be an Independent Director (the “Roan Holdings Independence Requirement”). In the event that the Roan Holdings Independence Requirement is no longer satisfied, Roan Holdings shall promptly (i) cause the removal of a Roan Holdings Director in accordance with Section 2.1(f) and (ii) designate a director to the Board who qualifies as an Independent Director to fill such vacancy. If the designation rights of Roan Holdings terminate or diminish pursuant to the foregoing Section 2.1(d)(ii), then each applicable director designated to the Board by Roan Holdings at such time shall be entitled to continue serving in such capacity until the end of such director’s then-current term(s). For the avoidance of doubt, the designation rights of Roan Holdings under this Section 2.1(d) shall be in addition to its designation right under Section 2.1(c). (e) During the period beginning on the Closing Date and ending on the Trigger Date, the Company shall cause the then-current chief executive officer of the Company to be designated to serve as a member of the Board upon the removal of any CEO Director due to any failure by such CEO Director to hold the title of Chief Executive Officer of the Company. For the avoidance of doubt and notwithstanding anything to the contrary in this paragraph, no Principal Stockholder shall have the right to designate a replacement director, and neither the Company nor any Principal Stockholder shall be required to take any action to cause any vacancy to be filled by any such designee, to the extent that election or appointment of such designee to the Board would result in a number of directors designated by such Principal Stockholder in excess of the number of directors that such Principal Stockholder is then entitled to designate for membership on the Board pursuant to this Agreement. For so long as any Principal Stockholder has the right to designate at least one director to the Board under this Agreement, the Company will take all Necessary Action to ensure that the number of directors serving on the Board shall not exceed nine (exclusive of any directors who may be elected by the holders of any class or series of preferred stock of the Company specified in the related Certificate of Designation); provided, that the number of directors may be increased if necessary to (i) satisfy the requirements of applicable laws and stock exchange regulations or (ii) provide a Principal Stockholder with the number of directors that such Principal Stockholder is entitled to designate under this Article II. The Company agrees, to the fullest extent permitted by applicable law (including with respect to any applicable fiduciary duties under Delaware law), to take all Necessary Action to effectuate the above by: (A) including the persons designated pursuant to this Section 2.1 in the slate of nominees recommended by the Board for election at any meeting of stockholders called for the purpose of electing directors, (B) nominating and recommending each such individual to be elected as a director as provided herein, (C) soliciting proxies or consents in favor thereof, and (D) without limiting the foregoing, otherwise using its reasonable best efforts to cause such nominees to be elected to the Board, including providing at least as high a level of support for the election of such nominees as it provides to any other individual standing for election as a director. (f) So long as any Existing LINN Owner or Roan Holdings is entitled to designate one or more nominees pursuant to Section 2.1(b), (c) or (d), each Existing LINN Owner and Roan Holdings shall have the right to request the removal of any director (with or without cause) designated by such Existing LINN Owner or Roan Holdings, as applicable, from time to time and at any time, from the Board, exercisable upon written notice to the Company, and the Company and the Principal Stockholders shall take all Necessary Action to cause such removal. (g) Nothing in this Section 2.1 shall be deemed to require that any party hereto, or any Affiliate thereof, act or be in violation of any applicable provision of law, regulation, legal duty or requirement or stock exchange or stock market rule.

Designees. (a) Upon the consummation of the ReorganizationClosing, the Board shall initially consist of eight seven (7) directors, including (i) ▇▇▇▇ ▇▇▇▇▇▇▇▇[__________], ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ [__________], [__________], [__________], [__________], [__________] and ▇▇▇▇▇▇ ▇▇▇▇▇▇ (together [__________].1 In accordance with any director designated pursuant to Section 2.1(b), the “Existing LINN Owner Directors”), (ii) ▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇▇▇ ▇. ▇▇▇▇, ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ (together with any director designated pursuant to Section 2.1(d), the “Roan Holdings Directors”) and (iii) ▇▇▇▇ ▇▇▇▇▇▇▇ (together with any director designated pursuant to Section 2.1(e), the “CEO Director”). The Board shall consist certificate of two classes incorporation of directors, with each of ▇▇▇▇ ▇▇▇▇▇▇▇ and, subject to Section 2.1(c), the Roan Independent Director (as defined below) serving a term ending on the date of the Company’s 2019 annual general meeting of stockholders, and each of ▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇▇▇ ▇. ▇▇▇▇, ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ serving a term ending on the Trigger Date. Following the Trigger DateHoldco, the Board will cease be divided into three (3) classes serving staggered three-year terms. The initial term of the Class I directors shall expire at the first (1st) annual meeting of the stockholders of Holdco following the Closing Date at which directors are elected. The initial term of the Class II directors shall expire at the second (2nd) annual meeting of the stockholders of Holdco following the Closing Date at which directors are elected. The initial term of the Class III directors shall expire at the third (3rd) annual meeting of the stockholders of Holdco following the Closing Date at which directors are elected. [●] and [●] will be assigned to Class I, [●] and [●] will be classified assigned to Class II, and nominations for director [●], [●] and [●] will be assigned to Class III.2 From and after the Closing, the rights of the Founding Investors to designate directors to the Board and its committees shall be made by as set forth in the Board upon the advice remainder of the Company’s nominating and corporate governance committeethis Section 2. (b) During the period beginning on From and after the Closing Date and ending on Date, in respect of each annual meeting or special meeting of the earlier stockholders of (i) the Trigger Date and (ii) with respect Holdco at which directors are to the applicable Existing LINN Ownerbe elected, the date on which such Existing LINN Owner ceases to Beneficially Own at least 5% of the outstanding shares of Common StockFounding Investors, the applicable Existing LINN Owner collectively, shall have the right, but not the obligation, to designate one director nominate for election to the Board to fill of Directors in any vacancy on the Board due to the death, disability, resignation or removal applicable election that number of any Existing LINN Owner Director designated by such Existing LINN Owner; provided, however, that at all times, at least one Existing LINN Owner Director shall be an Independent Director (the “LINN Independence Requirement”). In the event that the Linn Independence Requirement is no longer satisfied, the Existing LINN Owners shall promptly (i) cause the removal of an Existing Linn Owner Director individuals determined in accordance with Section 2.1(f2.1(c) and (ii) designate a director to the Board who qualifies as an Independent Director to fill such vacancy. If an Existing LINN Owner’s designation rights terminate pursuant to the foregoing Section 2.1(b)(ii), then the director designated to the Board by such Existing LINN Owner at such time shall be entitled to continue serving in such capacity until the end of such director’s then-current term. (c) During the period beginning on the Closing Date and ending on the earlier of (i) the Trigger Date and (ii) the date on which Roan Holdings ceases to Beneficially Own at least 5% of the outstanding shares of Common Stock, Roan Holdings shall have the right, but not the obligation, to (a) designate one Independent Director to the Board below (the “Roan Independent Director”), subject to the consent of the Existing LINN Owners (such consent not to be unreasonably withheld), and (b) to fill any vacancy on the Board due to the death, disability, resignation or removal of any Roan Independent Director designated pursuant to clause (a) of this Section 2.1(c) after the date hereof. Upon the designation and approval of the Roan Independent Director in accordance with this Section 2.1(c), the Principal Stockholders and the Company will take all Necessary Action to expand the Board to nine seats to include the Roan Independent Director. (d) During the period beginning on the Closing Date and ending on the earlier of (i) the Trigger Date and (ii) the date on which Roan Holdings ceases to Beneficially Own at least 5% of the outstanding shares of Common Stock, Roan Holdings shall have the right, but not the obligation, to designate to the Board a number of directors equal to: (i) if Roan Holdings Beneficially Owns at least 30% of the outstanding shares of Common stock, four directors; (ii) if Roan Holdings Beneficially Owns at least 15% but less than 30% of the outstanding shares of Common Stock, three directors; and (iii) if Roan Holdings Beneficially Owns at least 5% but less than 15% of the outstanding shares of Common Stock, two directors, in each case to fill any vacancy on the Board due to the death, disability, resignation or removal of any Roan Holdings Director; provided, however, that at all times, at least one Roan Holdings Director shall be an Independent Director (the “Roan Holdings Independence RequirementFounding Investor Nominees”). In the event that the Roan Holdings Independence Requirement is no longer satisfiedHoldco will use reasonable best efforts, Roan Holdings shall promptly including taking all necessary action (i) cause the removal of a Roan Holdings Director in accordance with Section 2.1(f) and (ii) designate a director to the Board who qualifies as an Independent Director to fill such vacancy. If the designation rights of Roan Holdings terminate or diminish pursuant to the foregoing Section 2.1(d)(ii), then each applicable director designated to the Board by Roan Holdings at such time shall be entitled to continue serving in such capacity until the end of such director’s then-current term(s). For the avoidance of doubt, the designation rights of Roan Holdings under this Section 2.1(d) shall be in addition to its designation right under Section 2.1(c). (e) During the period beginning on the Closing Date and ending on the Trigger Date, the Company shall cause the then-current chief executive officer of the Company to be designated to serve as a member of the Board upon the removal of any CEO Director due to any failure by such CEO Director to hold the title of Chief Executive Officer of the Company. For the avoidance of doubt and notwithstanding anything to the contrary in this paragraph, no Principal Stockholder shall have the right to designate a replacement director, and neither the Company nor any Principal Stockholder shall be required to take any action to cause any vacancy to be filled by any such designee, to the extent that election or appointment of such designee to the Board would result in a number of directors designated by such Principal Stockholder in excess of the number of directors that such Principal Stockholder is then entitled to designate for membership on the Board pursuant to this Agreement. For so long as any Principal Stockholder has the right to designate at least one director to the Board under this Agreement, the Company will take all Necessary Action to ensure that the number of directors serving on the Board shall not exceed nine (exclusive of any directors who may be elected by the holders of any class or series of preferred stock of the Company specified in the related Certificate of Designation); provided, that the number of directors may be increased if necessary to (i) satisfy the requirements of applicable laws and stock exchange regulations or (ii) provide a Principal Stockholder with the number of directors that such Principal Stockholder is entitled to designate under this Article II. The Company agrees, to the fullest extent permitted by applicable law (including and to the extent such action is consistent with respect to any applicable the fiduciary duties of the directors under Delaware law), to take all Necessary Action to effectuate cause the above by: (A) including the persons designated pursuant to this Section 2.1 in the slate of nominees recommended by the Board for election at any meeting of stockholders called for the purpose of electing directors, (B) nominating and recommending each such individual to be elected as a director as provided herein, (C) soliciting proxies or consents in favor thereof, and (D) without limiting the foregoing, otherwise using its reasonable best efforts to cause such nominees Founding Investor Nominees to be elected to serve as directors on the BoardBoard of Directors. (c) The number of Founding Investor Nominees which Holdco shall cause to be elected at each annual meeting or special meeting of the stockholders of Holdco at which directors are to be elected is that number which, including providing at least as high assuming all such individuals are successfully elected to the Board of Directors, when taken together with any incumbent director of a level of support for different class nominated by the election of such nominees as it provides to any other individual Founding Investors and not standing for election in such election, would result in the number of directors on the Board of Directors nominated by the Founding Investors as a director.specified below: (fi) So up to five (5) directors, so long as any Existing LINN Owner the Founding Investors collectively beneficially own (directly or Roan Holdings is entitled to designate one or more nominees pursuant to Section 2.1(b), (cindirectly) or (d), each Existing LINN Owner and Roan Holdings shall have greater than 70% of the right to request the removal of any director (with or without cause) designated by such Existing LINN Owner or Roan Holdings, as applicable, from time to time and at any time, from the Board, exercisable upon written notice to the Company, and the Company and the Principal Stockholders shall take all Necessary Action to cause such removal. (g) Nothing in this Section 2.1 shall be deemed to require that any party hereto, or any Affiliate thereof, act or be in violation of any applicable provision of law, regulation, legal duty or requirement or stock exchange or stock market rule.outstanding Common Shares;

Designees. (a) Upon the consummation of the ReorganizationClosing, the Board shall initially consist of eight nine (9) directors, including (i) ▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ and ▇▇▇▇▇▇ ▇▇▇▇▇▇ (together with any director designated pursuant to Section 2.1(b), the “Existing LINN Owner Directors”), (ii) ▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇▇▇ ▇. ▇▇▇▇, ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ (together with any director designated pursuant to Section 2.1(d), the “Roan Holdings Directors”) and (iii) ▇▇▇▇ ▇▇▇▇▇▇▇ (together with any director designated pursuant to Section 2.1(e), the “CEO Director”). The Board shall consist of two classes of directors, with each of ▇▇▇▇ ▇▇▇▇▇▇▇ and, subject to Section 2.1(c), the Roan Independent Director (as defined below) serving a term ending on the date of the Company’s 2019 annual general meeting of stockholders, and each of ▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, M▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇[Spartan Sponsor Director], [Independent Director 1]2, [Tiger Director], [FTV Director], [Independent Director 2]3, [Independent Director 3]4, [Independent Director 4]4 and [Independent Director 5]4 (the “[Initial Directors]”). ▇▇▇▇▇, ▇▇▇▇ ▇. ▇▇▇▇, ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ serving a term ending on the Trigger Date. Following the Trigger Date, the The Board will cease to be classified divided into three (3) classes serving staggered three-year terms. Class I, Class II and nominations for director shall be made by the Board upon the advice of Class III directors will serve until the Company’s nominating annual meetings of shareholders in 2022, 2023 and corporate governance committee2024, respectively. [●], [●] and [●] will be assigned to Class I, [●], [●] and [●] will be assigned to Class II, and [●], [●] and [●] will be assigned to Class III. From and after the Closing, the rights of the Principal Stockholders to designate directors to the Board and its committees shall be as set forth in the remainder of this Section 5.1. (b) During the period beginning on the Closing Date From and ending on the earlier of (i) the Trigger Date and (ii) with respect to the applicable Existing LINN Owner, the date on which such Existing LINN Owner ceases to Beneficially Own at least 5% of the outstanding shares of Common Stock, the applicable Existing LINN Owner shall have the right, but not the obligation, to designate one director to the Board to fill any vacancy on the Board due to the death, disability, resignation or removal of any Existing LINN Owner Director designated by such Existing LINN Owner; provided, however, that at all times, at least one Existing LINN Owner Director shall be an Independent Director (the “LINN Independence Requirement”). In the event that the Linn Independence Requirement is no longer satisfied, the Existing LINN Owners shall promptly (i) cause the removal of an Existing Linn Owner Director in accordance with Section 2.1(f) and (ii) designate a director to the Board who qualifies as an Independent Director to fill such vacancy. If an Existing LINN Owner’s designation rights terminate pursuant to the foregoing Section 2.1(b)(ii), then the director designated to the Board by such Existing LINN Owner at such time shall be entitled to continue serving in such capacity until the end of such director’s then-current term. (c) During the period beginning on the Closing Date and ending on the earlier of (i) the Trigger Date and (ii) the date on which Roan Holdings ceases to Beneficially Own at least 5% of the outstanding shares of Common Stock, Roan Holdings shall have the right, but not the obligation, to (a) designate one Independent Director to the Board (the “Roan Independent Director”), subject to the consent of the Existing LINN Owners (such consent not to be unreasonably withheld), and (b) to fill any vacancy on the Board due to the death, disability, resignation or removal of any Roan Independent Director designated pursuant to clause (a) of this Section 2.1(c) after the date hereof. Upon the designation and approval of the Roan Independent Director in accordance with this Section 2.1(c), the Principal Stockholders and the Company will take all Necessary Action to expand the Board to nine seats to include the Roan Independent Director. (d) During the period beginning on the Closing Date and ending on the earlier of (i) the Trigger Date and (ii) the date on which Roan Holdings ceases to Beneficially Own at least 5% of the outstanding shares of Common Stock, Roan Holdings shall have the right, but not the obligation, to designate to the Board a number of directors equal to: (i) if Roan Holdings Beneficially Owns at least 30% of the outstanding shares of Common stock, four directors; (ii) if Roan Holdings Beneficially Owns at least 15% but less than 30% of the outstanding shares of Common Stock, three directors; and (iii) if Roan Holdings Beneficially Owns at least 5% but less than 15% of the outstanding shares of Common Stock, two directors, in each case to fill any vacancy on the Board due to the death, disability, resignation or removal of any Roan Holdings Director; provided, however, that at all times, at least one Roan Holdings Director shall be an Independent Director (the “Roan Holdings Independence Requirement”). In the event that the Roan Holdings Independence Requirement is no longer satisfied, Roan Holdings shall promptly (i) cause the removal of a Roan Holdings Director in accordance with Section 2.1(f) and (ii) designate a director to the Board who qualifies as an Independent Director to fill such vacancy. If the designation rights of Roan Holdings terminate or diminish pursuant to the foregoing Section 2.1(d)(ii), then each applicable director designated to the Board by Roan Holdings at such time shall be entitled to continue serving in such capacity until the end of such director’s then-current term(s). For the avoidance of doubt, the designation rights of Roan Holdings under this Section 2.1(d) shall be in addition to its designation right under Section 2.1(c). (e) During the period beginning on the Closing Date and ending on the Trigger Date, the Company shall cause the then-current chief executive officer of the Company to be designated to serve as a member of the Board upon the removal of any CEO Director due to any failure by such CEO Director to hold the title of Chief Executive Officer of the Company. For the avoidance of doubt and notwithstanding anything to the contrary in this paragraph, no Principal Stockholder shall have the right to designate a replacement director, and neither the Company nor any Principal Stockholder shall be required to take any action to cause any vacancy to be filled by any such designee, to the extent that election or appointment of such designee to the Board would result in a number of directors designated by such Principal Stockholder in excess of the number of directors that such Principal Stockholder is then entitled to designate for membership on the Board pursuant to this Agreement. For so long as any Principal Stockholder has the right to designate at least one director to the Board under this AgreementClosing, the Company will take use reasonable best efforts, including taking all Necessary Action to ensure that the number of directors serving on the Board shall not exceed nine necessary action (exclusive of any directors who may be elected by the holders of any class or series of preferred stock of the Company specified in the related Certificate of Designation); provided, that the number of directors may be increased if necessary to (i) satisfy the requirements of applicable laws and stock exchange regulations or (ii) provide a Principal Stockholder with the number of directors that such Principal Stockholder is entitled to designate under this Article II. The Company agrees, to the fullest extent permitted by applicable law (including and to the extent such action is consistent with respect to any applicable the fiduciary duties of the directors under Delaware law), to take all Necessary Action to effectuate the above by: (A) including the persons designated pursuant to this Section 2.1 in the slate of nominees recommended by the Board for election at any meeting of stockholders called for the purpose of electing directors, (B) nominating and recommending each such individual to be elected as a director as provided herein, (C) soliciting proxies or consents in favor thereof, and (D) without limiting the foregoing, otherwise using its reasonable best efforts to cause such the following nominees to be elected to serve as directors on the Board, including providing Board:4 (i) if the Spartan Sponsor and its Affiliates collectively Beneficially Own at least fifty percent (50%) of the number of shares of Common Stock as high a level of support such Persons owned immediately following the Closing (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the election of such nominees as it provides to any other individual standing for election as a director.like), one (1) nominee designated by the Spartan Sponsor (the “Spartan Sponsor Director”); (fii) So long if FTV and its Affiliates collectively Beneficially Own at least fifty percent (50%) of the number of shares of Common Stock as any Existing LINN Owner or Roan Holdings is entitled to designate one or more nominees pursuant to Section 2.1(bsuch Persons owned immediately following the Closing (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like), one (c1) or nominee designated by FTV (dthe “FTV Director”); and (iii) if Tiger and its Affiliates collectively Beneficially Own at least fifty percent (50%) of the number of shares of Common Stock as such Persons owned immediately following the Closing (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like), each Existing LINN Owner and Roan Holdings shall have the right to request the removal of any director one (with or without cause1) nominee designated by such Existing LINN Owner or Roan Holdings, as applicable, from time to time and at any time, from Tiger (the Board, exercisable upon written notice to the Company, and the Company and the Principal Stockholders shall take all Necessary Action to cause such removal“Tiger Director”). (g) Nothing in this Section 2.1 shall be deemed to require that any party hereto, or any Affiliate thereof, act or be in violation of any applicable provision of law, regulation, legal duty or requirement or stock exchange or stock market rule.

Designees. (a) Upon the consummation Subject to Section 2.1(h), each of the ReorganizationFamily Representative, the Board CDR Fund and Exor shall consist of eight directorshave the respective rights to designate individuals for nomination for election to the Board, including and the Company shall cause such individuals to be nominated for election to the Board, in each case as follows: (i) ▇▇▇▇ ▇▇▇▇▇▇▇▇The Family Representative shall be entitled to designate one person for nomination for election to the Board for so long as the Family Stockholders, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ and ▇▇▇▇▇▇ ▇▇▇▇▇▇ in the aggregate, own at least 5% of the Fully Diluted shares of Common Stock, consisting of one director in Class III (together with any director designated pursuant to Section 2.1(bthe "Family Designee"), the “Existing LINN Owner Directors”), ; (ii) ▇▇▇▇ ▇The CDR Fund shall be entitled to designate: (A) one person for nomination for election to the Board for so long as it owns at least 5% of the Fully Diluted shares of Common Stock, consisting of one director in Class III; or (B) one person for nomination for election to the Board, consisting of one director in Class III, for so long as (x) it owns less than 5% of the Fully Diluted shares of Common Stock and (y) the Former Riverwood Stockholders (including the CDR Fund) hold in the aggregate at least 30% of the Fully Diluted shares of Common Stock (the "CDR Designee"); and (iii) Exor shall be entitled to designate one person for nomination for election to the Board for so long as it owns at least 5% of the Fully Diluted shares of Common Stock, consisting of one director in Class III (the "Exor Designee"). ▇▇▇▇▇At each meeting of the stockholders of the Company at which directors of the Company are to be elected, ▇▇▇▇ ▇the Company agrees to recommend that the stockholders elect to the Board each Family Designee, CDR Designee and Exor Designee nominated for election at such meeting. ▇▇▇▇In addition, for so long as ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ (together with any director designated pursuant to Section 2.1(d), serves as the “Roan Holdings Directors”) and (iii) ▇▇▇▇ ▇▇▇▇▇▇▇ (together with any director designated pursuant to Section 2.1(e), the “CEO Director”). The Board shall consist of two classes of directors, with each of ▇▇▇▇ ▇▇▇▇▇▇▇ and, subject to Section 2.1(c), the Roan Independent Director (as defined below) serving a term ending on the date of the Company’s 2019 annual general meeting of stockholders, and each of ▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇▇▇ ▇. ▇▇▇▇, ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ serving a term ending on the Trigger Date. Following the Trigger Date, the Board will cease to be classified and nominations for director shall be made by the Board upon the advice of the Company’s nominating and corporate governance committee. (b) During the period beginning on the Closing Date and ending on the earlier of (i) the Trigger Date and (ii) with respect to the applicable Existing LINN Owner, the date on which such Existing LINN Owner ceases to Beneficially Own at least 5% of the outstanding shares of Common Stock, the applicable Existing LINN Owner shall have the right, but not the obligation, to designate one director to the Board to fill any vacancy on the Board due to the death, disability, resignation or removal of any Existing LINN Owner Director designated by such Existing LINN Owner; provided, however, that at all times, at least one Existing LINN Owner Director shall be an Independent Director (the “LINN Independence Requirement”). In the event that the Linn Independence Requirement is no longer satisfied, the Existing LINN Owners shall promptly (i) cause the removal of an Existing Linn Owner Director in accordance with Section 2.1(f) and (ii) designate a director to the Board who qualifies as an Independent Director to fill such vacancy. If an Existing LINN Owner’s designation rights terminate pursuant to the foregoing Section 2.1(b)(ii), then the director designated to the Board by such Existing LINN Owner at such time shall be entitled to continue serving in such capacity until the end of such director’s then-current term. (c) During the period beginning on the Closing Date and ending on the earlier of (i) the Trigger Date and (ii) the date on which Roan Holdings ceases to Beneficially Own at least 5% of the outstanding shares of Common Stock, Roan Holdings shall have the right, but not the obligation, to (a) designate one Independent Director to the Board (the “Roan Independent Director”), subject to the consent of the Existing LINN Owners (such consent not to be unreasonably withheld), and (b) to fill any vacancy on the Board due to the death, disability, resignation or removal of any Roan Independent Director designated pursuant to clause (a) of this Section 2.1(c) after the date hereof. Upon the designation and approval of the Roan Independent Director in accordance with this Section 2.1(c), the Principal Stockholders and the Company will take all Necessary Action to expand the Board to nine seats to include the Roan Independent Director. (d) During the period beginning on the Closing Date and ending on the earlier of (i) the Trigger Date and (ii) the date on which Roan Holdings ceases to Beneficially Own at least 5% of the outstanding shares of Common Stock, Roan Holdings shall have the right, but not the obligation, to designate to the Board a number of directors equal to: (i) if Roan Holdings Beneficially Owns at least 30% of the outstanding shares of Common stock, four directors; (ii) if Roan Holdings Beneficially Owns at least 15% but less than 30% of the outstanding shares of Common Stock, three directors; and (iii) if Roan Holdings Beneficially Owns at least 5% but less than 15% of the outstanding shares of Common Stock, two directors, in each case to fill any vacancy on the Board due to the death, disability, resignation or removal of any Roan Holdings Director; provided, however, that at all times, at least one Roan Holdings Director shall be an Independent Director (the “Roan Holdings Independence Requirement”). In the event that the Roan Holdings Independence Requirement is no longer satisfied, Roan Holdings shall promptly (i) cause the removal of a Roan Holdings Director in accordance with Section 2.1(f) and (ii) designate a director to the Board who qualifies as an Independent Director to fill such vacancy. If the designation rights of Roan Holdings terminate or diminish pursuant to the foregoing Section 2.1(d)(ii), then each applicable director designated to the Board by Roan Holdings at such time shall be entitled to continue serving in such capacity until the end of such director’s then-current term(s). For the avoidance of doubt, the designation rights of Roan Holdings under this Section 2.1(d) shall be in addition to its designation right under Section 2.1(c). (e) During the period beginning on the Closing Date and ending on the Trigger Date, the Company shall cause the then-current chief executive officer of the Company to be designated to serve as a member of the Board upon the removal of any CEO Director due to any failure by such CEO Director to hold the title of Chief Executive Officer of the Company. For the avoidance of doubt and notwithstanding anything to the contrary in this paragraph, no Principal Stockholder shall have the right to designate a replacement director, and neither the Company nor any Principal Stockholder shall be required to take any action to cause any vacancy him to be filled by any such designee, to the extent that nominated for election or appointment of such designee to the Board would result in a number of directors designated by such Principal Stockholder in excess of the number of directors that such Principal Stockholder is then entitled to designate for membership on the Board pursuant to this Agreement. For so long as any Principal Stockholder has the right to designate at least one director to the Board under this Agreement, the Company will take all Necessary Action to ensure that the number of directors serving on the Board shall not exceed nine (exclusive of any directors who may be elected by the holders of any class or series of preferred stock of the Company specified in the related Certificate of Designation); provided, that the number of directors may be increased if necessary to (i) satisfy the requirements of applicable laws and stock exchange regulations or (ii) provide a Principal Stockholder with the number of directors that such Principal Stockholder is entitled to designate under this Article II. The Company agrees, to the fullest extent permitted by applicable law (including with respect to any applicable fiduciary duties under Delaware law), to take all Necessary Action to effectuate the above by: (A) including the persons designated pursuant to this Section 2.1 in the slate of nominees recommended by the Board for election at any meeting of the stockholders called for of the purpose Company at which directors of electing directors, (B) nominating and recommending each such individual his class are to be elected as a director as provided herein, (C) soliciting proxies or consents in favor thereofelected, and (D) without limiting shall recommend that the foregoing, otherwise using its reasonable best efforts to cause such nominees to be elected stockholders elect him to the Board, including providing at least as high a level of support for the election of such nominees as it provides to any other individual standing for election as a director. (f) So long as any Existing LINN Owner or Roan Holdings is entitled to designate one or more nominees pursuant to Section 2.1(b), (c) or (d), each Existing LINN Owner and Roan Holdings shall have the right to request the removal of any director (with or without cause) designated by such Existing LINN Owner or Roan Holdings, as applicable, from time to time and at any time, from the Board, exercisable upon written notice to the Company, and the Company and the Principal Stockholders shall take all Necessary Action to cause such removal. (g) Nothing in this Section 2.1 shall be deemed to require that any party hereto, or any Affiliate thereof, act or be in violation of any applicable provision of law, regulation, legal duty or requirement or stock exchange or stock market rule.

Designees. (a) Upon the consummation of the Reorganization, the Board shall consist of eight nine directors, including (i) ▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ and ▇▇▇▇▇▇ ▇▇▇▇▇▇ (together with any director designated pursuant to Section 2.1(b), the “Existing LINN Owner Directors”), (ii) [●] (together with any director designated pursuant to Section 2.1(c), the “Roan Independent Director”), (iii) ▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇▇▇ ▇. ▇▇▇▇, ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ and [▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇] (together with any director designated pursuant to Section 2.1(d), the “Roan Holdings Directors”) and (iiiiv) [▇▇▇▇ ▇▇▇▇▇▇▇ ▇] (together with any director designated pursuant to Section 2.1(e), the “CEO Director”). The Board shall consist of two classes of directors, with each of ▇▇▇▇ ▇▇▇▇▇▇▇ and, subject to Section 2.1(c), the Roan Independent Director (as defined below) [●] and [●] serving a term ending on the date of the Company’s 2019 annual general meeting of stockholders, and each of ▇▇▇▇ ▇▇▇▇▇▇▇▇[●], ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇[●], ▇▇▇▇▇▇ ▇▇▇▇▇▇[●], ▇▇▇▇ ▇. ▇▇▇▇▇[●], ▇▇▇▇ ▇. ▇▇▇▇[●], ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ [●] and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ [●] serving a term ending on the Trigger Date. Following the Trigger Date, the Board will cease to be classified and nominations for director shall be made by the Board upon the advice of the Company’s nominating and corporate governance committee. (b) During the period beginning on the Closing Date and ending on the earlier of (i) the Trigger Date and (ii) with respect to the applicable Existing LINN Owner, the date on which such Existing LINN Owner ceases to Beneficially Own at least 5% of the outstanding shares of Common Stock, the applicable Existing LINN Owner shall have the right, but not the obligation, to designate one director to the Board to fill any vacancy on the Board due to the death, disability, resignation or removal of any Existing LINN Owner Director designated by such Existing LINN Owner; provided, however, that at all times, at least one Existing LINN Owner Director shall be an Independent Director (the “LINN Independence Requirement”). In the event that the Linn Independence Requirement is no longer satisfied, the Existing LINN Owners shall promptly (i) cause the removal of an Existing Linn Owner Director in accordance with Section 2.1(f) and (ii) designate a director to the Board who qualifies as an Independent Director to fill such vacancy. If an Existing LINN Owner’s designation rights terminate pursuant to the foregoing Section 2.1(b)(ii), then the director designated to the Board by such Existing LINN Owner at such time shall be entitled to continue serving in such capacity until the end of such director’s then-current term. (c) During the period beginning on the Closing Date and ending on the earlier of (i) the Trigger Date and (ii) the date on which Roan Holdings ceases to Beneficially Own at least 5% of the outstanding shares of Common Stock, Roan Holdings shall have the right, but not the obligation, to (a) designate one Independent Director to the Board (the “Roan Independent Director”)Board, subject to the consent of the Existing LINN Owners (such consent not to be unreasonably withheld), and (b) to fill any vacancy on the Board due to the death, disability, resignation or removal of any Roan Independent Director designated pursuant to clause (a) of this Section 2.1(c) after the date hereof. Upon the designation and approval of the Roan Independent Director in accordance with this Section 2.1(c), the Principal Stockholders and the Company will take all Necessary Action to expand the Board to nine seats to include the Roan Independent Director. (d) During the period beginning on the Closing Date and ending on the earlier of (i) the Trigger Date and (ii) the date on which Roan Holdings ceases to Beneficially Own at least 5% of the outstanding shares of Common Stock, Roan Holdings shall have the right, but not the obligation, to designate to the Board a number of directors equal to: (i) if Roan Holdings Beneficially Owns at least 30% of the outstanding shares of Common stock, four directors; (ii) if Roan Holdings Beneficially Owns at least 15% but less than 30% of the outstanding shares of Common Stock, three directors; and (iii) if Roan Holdings Beneficially Owns at least 5% but less than 15% of the outstanding shares of Common Stock, two directors, in each case to fill any vacancy on the Board due to the death, disability, resignation or removal of any Roan Holdings Director; provided, however, that at all times, at least one Roan Holdings Director shall be an Independent Director (the “Roan Holdings Independence Requirement”). In the event that the Roan Holdings Independence Requirement is no longer satisfied, Roan Holdings shall promptly (i) cause the removal of a Roan Holdings Director in accordance with Section 2.1(f) and (ii) designate a director to the Board who qualifies as an Independent Director to fill such vacancy. If the designation rights of Roan Holdings terminate or diminish pursuant to the foregoing Section 2.1(d)(ii), then each applicable director designated to the Board by Roan Holdings at such time shall be entitled to continue serving in such capacity until the end of such director’s then-current term(s). For the avoidance of doubt, the designation rights of Roan Holdings under this Section 2.1(d) shall be in addition to its designation right under Section 2.1(c). (e) During the period beginning on the Closing Date and ending on the Trigger Date, the Company shall cause the then-current chief executive officer of the Company to be designated to serve as a member of the Board upon the removal of any CEO Director due to any failure by such CEO Director to hold the title of Chief Executive Officer of the Company. For the avoidance of doubt and notwithstanding anything to the contrary in this paragraph, no Principal Stockholder shall have the right to designate a replacement director, and neither the Company nor any Principal Stockholder shall be required to take any action to cause any vacancy to be filled by any such designee, to the extent that election or appointment of such designee to the Board would result in a number of directors designated by such Principal Stockholder in excess of the number of directors that such Principal Stockholder is then entitled to designate for membership on the Board pursuant to this Agreement. For so long as any Principal Stockholder has the right to designate at least one director to the Board under this Agreement, the Company will take all Necessary Action to ensure that the number of directors serving on the Board shall not exceed nine (exclusive of any directors who may be elected by the holders of any class or series of preferred stock of the Company specified in the related Certificate of Designation); provided, that the number of directors may be increased if necessary to (i) satisfy the requirements of applicable laws and stock exchange regulations or (ii) provide a Principal Stockholder with the number of directors that such Principal Stockholder is entitled to designate under this Article II. The Company agrees, to the fullest extent permitted by applicable law (including with respect to any applicable fiduciary duties under Delaware law), to take all Necessary Action to effectuate the above by: (A) including the persons designated pursuant to this Section 2.1 in the slate of nominees recommended by the Board for election at any meeting of stockholders called for the purpose of electing directors, (B) nominating and recommending each such individual to be elected as a director as provided herein, (C) soliciting proxies or consents in favor thereof, and (D) without limiting the foregoing, otherwise using its reasonable best efforts to cause such nominees to be elected to the Board, including providing at least as high a level of support for the election of such nominees as it provides to any other individual standing for election as a director. (f) So long as any Existing LINN Owner or Roan Holdings is entitled to designate one or more nominees pursuant to Section 2.1(b), (c) or (d), each Existing LINN Owner and Roan Holdings shall have the right to request the removal of any director (with or without cause) designated by such Existing LINN Owner or Roan Holdings, as applicable, from time to time and at any time, from the Board, exercisable upon written notice to the Company, and the Company and the Principal Stockholders shall take all Necessary Action to cause such removal. (g) Nothing in this Section 2.1 shall be deemed to require that any party hereto, or any Affiliate thereof, act or be in violation of any applicable provision of law, regulation, legal duty or requirement or stock exchange or stock market rule.