Common use of Directors and Officers of Parent Clause in Contracts

Directors and Officers of Parent. At the Effective Time, Parent’s Board of Directors will consist of seven (7) to nine (9) directors. Sponsor shall have the right to designate at least two (2) directors prior to Closing, (i) one of whom shall qualify as an independent director under the Securities Act and Nasdaq or Alternate Exchange rules, as applicable and who shall serve as a Class II Director and (ii) the other of whom shall serve as a Class III Director. The Company shall have the right to designate four (4) directors in the case of a seven (7) director board and five (5) directors in the case of a nine (9) director board prior to Closing, two (2) of whom in the case of a seven (7) director board and three (3) of whom in the case of a nine (9) director board shall qualify as independent directors under the Securities Act and Nasdaq or Alternate Exchange rules, as applicable. Prior to Closing, Sponsor and the Company shall mutually agree upon one (1) director in the case of a seven (7) member board and two (2) directors in the case of a nine (9) member board, who shall qualify as an independent director under the Securities Act and Nasdaq or Alternate Exchange rules, as applicable. Pursuant to the Parent Certificate of Incorporation, the Parent’s Board of Directors will be a classified board with three classes of directors, with (I) one class of directors, the Class I Directors, initially serving until the first annual meeting of Parent stockholders occurring after the Closing, such term effective from the Closing (but any subsequent Class I Directors serving a three (3) year term), (II) a second class of directors, the Class II Directors, initially serving until the second annual meeting of Parent stockholders occurring after the Closing, such term effective from the Closing (but any subsequent Class II Directors serving a three (3) year term), and (III) a third class of directors, the Class III Directors, serving until the third annual meeting of Parent stockholders occurring after the Closing, such term effective from the Closing (and with any subsequent Class III Directors serving a three (3) year term). At or prior to the Closing, Parent will provide each member of Parent’s post-Closing Board of Directors with a customary director indemnification agreement, in form and substance reasonable acceptable to the directors, to be effective upon the Closing (or if later, such director’s appointment). During the Interim Period, Parent and the Company shall exercise reasonable best efforts to agree upon and arrange for the appointment of officers of Parent to be effective as of immediately after the Effective Time.

Directors and Officers of Parent. At the First Effective Time, Parent’s Board of Directors will consist of seven (7) to nine (9) directors, and will be classified into three classes, with two directors that have a term ending one year after the Closing, two directors that have a term ending two years after the Closing, and three directors having a term ending three years after the Closing. Sponsor The Sponsors shall have the right to designate at least two (2) directors, one of whom shall be a woman that is “independent” within the meaning of Rule 10A-3(b)(1) under the Exchange Act, and which directors shall be reasonably satisfactory to the Company (it being agreed that Xxxxxxxx Xxxxxxxx-Cloquet and Xxxxxxx XxXxxxxx are both satisfactory to the Company), and which directors will be in the class of directors having a term that ends two years after the Closing, dSpace shall have the right to designate two (2) directors prior to Closingand a non-director observer in dSpace’s discretion, (i) one director of whom shall qualify as an independent director be a woman that is “independent” within the meaning of Rule 10A-3(b)(1) under the Securities Act Exchange Act, and Nasdaq or Alternate Exchange ruleswhich directors shall be reasonably satisfactory to the Company (it being agreed that any persons that are members of the Company’s board of directors on the date hereof are satisfactory to the Company); one of the directors designated by dSpace will be in the class of directors having a term that ends one year after the Closing and one of the directors designated by dSpace will be in the class of directors having a term that ends three years after the Closing, as applicable and who shall serve as a Class II Director and (ii) the other of whom shall serve as a Class III Director. The Company shall have the right to designate four (4) directors in the case of a seven (7) director board and five (5) directors in the case of a nine (9) director board prior to Closing, two (2) of whom in the case of a seven (7) director board and remaining three (3) directors, one of whom will be the Company’s chief executive officer (who will be in the case class of directors having a nine (9) director board shall qualify as independent directors under term that ends three years after the Securities Act and Nasdaq or Alternate Exchange rules, as applicableClosing). Prior to Closing, Sponsor and At least one member of the Company shall mutually agree upon one (1) director in the case of a seven (7) member board and two (2) directors in the case of a nine (9) member board, who shall Parent Board will qualify as an independent director audit committee financial expert under the Securities Exchange Act and Nasdaq or Alternate Exchange rules, as applicable. Pursuant to the Parent Certificate rules and regulations of Incorporation, the Parent’s Board of Directors will be a classified board with three classes of directors, with (I) one class of directors, the Class I Directors, initially serving until the first annual meeting of Parent stockholders occurring after the Closing, such term effective from the Closing (but any subsequent Class I Directors serving a three (3) year term), (II) a second class of directors, the Class II Directors, initially serving until the second annual meeting of Parent stockholders occurring after the Closing, such term effective from the Closing (but any subsequent Class II Directors serving a three (3) year term), and (III) a third class of directors, the Class III Directors, serving until the third annual meeting of Parent stockholders occurring after the Closing, such term effective from the Closing (and with any subsequent Class III Directors serving a three (3) year term). At or prior to the Closing, Parent will provide each member of Parent’s post-Closing Board of Directors with a customary director indemnification agreement, in form and substance reasonable acceptable to the directors, to be effective upon the Closing (or if later, such director’s appointment). During the Interim Period, Parent and the Company shall exercise reasonable best efforts to agree upon and arrange for the appointment of officers of Parent to be effective as of immediately after the Effective TimeNasdaq.

Directors and Officers of Parent. At Parent and the Company shall take all necessary action (including, but not limited to, an amendment to the Parent’s bylaws increasing the size of its Board of Directors to nine members) so that following the Effective Time, Parent’s the Board of Directors will of the Parent shall consist of seven (7) to nine (9) directors. Sponsor shall have the right to designate at least two (2) directors prior to Closing, (i) one five of whom shall qualify as an independent director under be designated by the Securities Act Company and Nasdaq or Alternate Exchange rules, as applicable and who shall serve as a Class II Director and (ii) the other four of whom shall serve as a Class III Directorbe designated by Parent. The Company directors designated by Parent shall have be: Rxxxxx Xxxxxxxx, Ixx Xxxxxxxxxx, Rxxxxx Xxxxxx and Dxxxx Xxxxx, and the right to designate four (4) five directors in the case of a seven (7) director board and five (5) directors in the case of a nine (9) director board prior to Closing, two (2) of whom in the case of a seven (7) director board and three (3) of whom in the case of a nine (9) director board shall qualify as independent directors under the Securities Act and Nasdaq or Alternate Exchange rules, as applicable. Prior to Closing, Sponsor and designated by the Company shall mutually agree upon one (1) director in the case of a seven (7) member board be Jxxx Xxxxxxx, Pxxxx Xxxxxxxx, Wxxxxx Xxxxxxx and two other persons to be designated by the Company (2reasonably acceptable to Parent) directors in the case of a nine (9) member board, who shall qualify as an independent director under the Securities Act and Nasdaq or Alternate Exchange rules, as applicable. Pursuant to the Parent Certificate of Incorporation, the Parent’s Board of Directors will be a classified board with three classes of directors, with (I) one class of directors, the Class I Directors, initially serving until the first annual meeting of Parent stockholders occurring after the Closing, such term effective from the Closing (but any subsequent Class I Directors serving a three (3) year term), (II) a second class of directors, the Class II Directors, initially serving until the second annual meeting of Parent stockholders occurring after the Closing, such term effective from the Closing (but any subsequent Class II Directors serving a three (3) year term), and (III) a third class of directors, the Class III Directors, serving until the third annual meeting of Parent stockholders occurring after the Closing, such term effective from the Closing (and with any subsequent Class III Directors serving a three (3) year term). At on or prior to the Closing, Parent will provide each member filing of the first amendment to the Proxy Statement. If Parent’s post-Closing stockholders approve the proposal to amend the Certificate of Incorporation of Parent to provide for a Staggered Board, the members of the class coming up for election in the annual meetings of stockholders for 2013 (“Class I”), 2014 (“Class II”) and 2015 (“Class III”) shall be Dxxxx Xxxxx, Ixx Xxxxxxxxxx and Jxxx Xxxxxxx for Class I, Rxxxxx Xxxxxx, Pxxxx Xxxxxxxx, and the Company’s fourth designee for Class II and Wxxxxx Xxxxxxx, the Company’s fifth designee, and Rxxxxx Xxxxxxxx for Class III. If Parent’s stockholders do not approve the proposal to amend the Certificate of Incorporation of Parent to provide for a Staggered Board, then the Board of Directors with a customary director indemnification agreement, in form and substance reasonable acceptable to of the Parent following the Effective Time shall initially consist of eight directors, four of whom shall be persons designated by the Company and the other four shall be the persons designated by Parent above; provided, that, prior to be effective upon the Closing (or if later, such director’s appointment). During the Interim PeriodClosing, Parent and the Company shall exercise reasonable best efforts jointly identify a ninth person to agree upon and arrange be nominated for a position on the appointment board of directors of Parent following the Effective Time. The following persons will serve as executive officers of Parent to be effective as of immediately after following the Effective Time: Jxxx Xxxxxxx (Chief Executive Officer), Pxxxx Xxxxxxxx (Chief Investment Officer), Pxxxxx Xxxxx (Chief Financial Officer) and Rxxxxx Xxxxxx (Executive Vice President).”

Directors and Officers of Parent. At the Effective Time, Parent’s Board of Directors will consist of seven five (7) to nine (95) directors. Sponsor shall have the right to designate at one (1) director, and the remaining directors shall be designated by the Company. At least two (2) directors prior to Closing, (i) one a majority of whom shall qualify as an independent director under the Securities Act and Nasdaq or Alternate Exchange rules, as applicable and who shall serve as a Class II Director and (ii) the other Board of whom shall serve as a Class III Director. The Company shall have the right to designate four (4) directors in the case of a seven (7) director board and five (5) directors in the case of a nine (9) director board prior to Closing, two (2) of whom in the case of a seven (7) director board and three (3) of whom in the case of a nine (9) director board Directors shall qualify as independent directors under the Securities Act and Nasdaq or Alternate Exchange rules, as applicable. Prior to Closing, Sponsor and the Company shall mutually agree upon one (1) director in the case of a seven (7) member board and two (2) directors in the case of a nine (9) member board, who shall qualify as an independent director under the Securities Act and Nasdaq or Alternate Exchange rules, as applicable. Pursuant to the Parent Certificate of Incorporation, the Parent’s Board of Directors will be a classified board with three classes of directors, with (I) one class of directors, the Class I Directors, initially serving until the first annual meeting of Parent stockholders occurring after the Closing, such term effective from the Closing (but any subsequent Class I Directors serving a three (3) year term), (II) a second class of directors, the Class II Directors, initially serving until the second annual meeting of Parent stockholders occurring after the Closing, such term effective from the Closing (but any subsequent Class II Directors serving a three (3) year term), and (III) a third class of directors, the Class III Directors, serving until the third annual meeting of Parent stockholders occurring after the Closing, such term effective from the Closing (and with any subsequent Class III Directors serving a three (3) year term). The director designated by Parent shall be a Class III Director. In accordance with the Parent Certificate of Incorporation, no director on Parent’s Board of Directors may be removed without cause. At or prior to the Closing, Parent will provide each member of Parent’s post-Closing Board of Directors with a customary director indemnification agreement, in form and substance reasonable acceptable to the directors, to be effective upon the Closing (or if later, such director’s appointment). During The individuals identified on Schedule 2.9 shall be the Interim Period, Parent and the Company shall exercise reasonable best efforts to agree upon and arrange for the appointment of officers of Parent to be effective as of immediately after the Effective Time, with such individuals holding the titles set forth opposite their names until their respective successors are duly elected or appointed and qualified, or until their earlier death, resignation or removal.