Common use of Election of Directors Clause in Contracts

Election of Directors. The holders of record of the shares of Preferred Stock, exclusively and as a separate class, shall be entitled to elect three (3) directors of the Corporation; provided, however, that, at any time there are any shares of Series A-1 Preferred Stock issued and outstanding, in lieu of the holders of record of the shares of Preferred Stock, the holders of record of shares of Series A-1 Preferred Stock shall be entitled to elect three (3) directors of the Corporation (the “Preferred Directors”); provided, further, that for administrative convenience, the initial Preferred Directors may also be appointed by the Board of Directors in connection with the approval of the initial issuance of Preferred Stock without a separate action by the holders of Preferred Stock. Any director elected as provided in the preceding sentences may be removed without cause by, and only by, the affirmative vote of the holders of the shares of the class or series of stock entitled to elect such director or directors, given either at a special meeting of such stockholders duly called for that purpose or pursuant to a written consent of stockholders. If the holders of shares of any class or series of stock fail to elect a sufficient number of directors to fill all directorships for which they are entitled to elect directors, voting exclusively and as a separate class, pursuant to the first sentence of this Subsection 4.2, then any directorship not so filled shall remain vacant until such time as the holders of such series or class of stock elect a person to fill such directorship by vote or written consent in lieu of a meeting; and no such directorship may be filled by stockholders of the Corporation other than by the stockholders of the Corporation that are entitled to elect a person to fill such directorship, voting exclusively and as a separate class. The holders of record of the shares of Common Stock and of any other class or series of voting stock (including the Preferred Stock), exclusively and voting together as a single class, on an as converted basis, shall be entitled to elect the balance of the total number of directors of the Corporation by vote of a majority of such shares. At any meeting held for the purpose of electing a director, the presence in person or by proxy of the holders of a majority of the outstanding shares of the class or series entitled to elect such director shall constitute a quorum for the purpose of electing such director. Except as otherwise provided in this Subsection 4.2, a vacancy in any directorship filled by the holders of any class or series shall be filled only by vote or written consent in lieu of a meeting of the holders of such class or series or by any remaining director or directors elected by the holders of such class or series pursuant to this Subsection 4.2.

Election of Directors. The authorized number of directors --------------------- of this Corporation shall be five (5). Notwithstanding 5(a) above, the holders of record of the shares of Series A Preferred Stock, exclusively and voting as a separate class, shall be entitled to elect three four (34) directors of the Corporationcorporation; provided, however, that, at any time there are any shares of Series A-1 Preferred Stock issued and outstanding, in lieu of the holders of record of the shares of Preferred Stock, the holders of record of shares of Series A-1 Preferred Stock shall be entitled to elect three (3) directors of the Corporation (the “Preferred Directors”); provided, further, that for administrative convenience, the initial Preferred Directors may also be appointed by the Board of Directors in connection with the approval of the initial issuance of Preferred Stock without a separate action by the holders of Preferred Stock. Any director elected as provided in the preceding sentences may be removed without cause by, and only by, the affirmative vote of the holders of the shares of the class or series of stock entitled to elect such director or directorsSeries A Preferred Stock, given either at a special meeting of such stockholders duly called for that purpose or pursuant to a written consent of stockholders. If the holders of shares of any class or series of stock fail to elect a sufficient number of directors to fill all directorships for which they are entitled to elect directors, voting exclusively and as a separate class, pursuant to the first sentence of this Subsection 4.2, then any directorship not so filled shall remain vacant until such time as the holders of such series or class of stock elect a person to fill such directorship by vote or written consent in lieu of a meeting; and no such directorship may be filled by stockholders of the Corporation other than by the stockholders of the Corporation that are entitled to elect a person to fill such directorship, voting exclusively and as a separate class. The holders of record of the shares of Common Series B Preferred Stock and of any other class or series of voting stock (including the Preferred Common Stock), exclusively and voting together as a single class, class on an as converted basis, shall be entitled to elect the balance one (1) director of the total number of directors of the Corporation by vote of a majority of such sharescorporation. At any meeting held for the purpose of electing a directordirectors, the presence in person or by proxy of the holders of a majority of the Series A Preferred Stock then outstanding shares of the class or series entitled to elect such director shall constitute a quorum of the Series A Preferred Stock for the election of directors to be elected solely by the holders of Series A Preferred Stock. At any meeting held for the purpose of electing such directordirectors, the presence in person or by proxy of the holders of a majority of the Series A Preferred Stock, Series B Preferred Stock and Common Stock then outstanding, on an as converted basis, shall constitute a quorum of the Series A Preferred Stock, Series B Preferred Stock and Common Stock for the election of directors to be elected solely by the holders of the Series A Preferred Stock, Series B Preferred Stock and Common Stock, voting together as a single class on an as converted basis. Except as otherwise provided in this Subsection 4.2, a A vacancy in any directorship filled elected by the holders of any class or series Series A Preferred Stock shall be filled only by vote or written consent in lieu of a meeting of the holders of such class or series or by Series A Preferred Stock; and a vacancy in any remaining director or directors directorship elected by the holders of such class or series pursuant to this Subsection 4.2Series A Preferred Stock, Series B Preferred Stock and Common Stock voting together shall be filled only by the vote of the holders of Series A Preferred Stock, Series B Preferred Stock and Common Stock voting together as provided above.

Election of Directors. The holders of record of the shares of Series A Preferred Stock, exclusively and as a separate class, shall be entitled to elect three two (32) directors of the Corporation; provided, however, that, at any time there are any shares of Corporation (the “Series A-1 Preferred Stock issued A Directors”) and outstanding, in lieu of the holders of record of the shares of Preferred Common Stock, the holders of record of shares of Series A-1 Preferred Stock exclusively and as a separate class, shall be entitled to elect three one (31) directors director of the Corporation (the “Preferred Directors”); provided, further, that for administrative convenience, the initial Preferred Directors may also be appointed by the Board of Directors in connection with the approval of the initial issuance of Preferred Stock without a separate action by the holders of Preferred StockCorporation. Any director elected as provided in the preceding sentences sentence may be removed without cause by, and only by, the affirmative vote of the holders of the shares of the class or series of capital stock entitled to elect such director or directors, given either at a special meeting of such stockholders duly called for that purpose or pursuant to a written consent of stockholders. If the holders of shares of any class Series A Preferred Stock or series of stock Common Stock, as the case may be, fail to elect a sufficient number of directors to fill all directorships for which they are entitled to elect directors, voting exclusively and as a separate class, pursuant to the first sentence of this Subsection 4.23.2, then any directorship not so filled shall remain vacant until such time as the holders of such series the Series A Preferred Stock or class of stock Common Stock, as the case may be, elect a person to fill such directorship by vote or written consent in lieu of a meeting; and no such directorship may be filled by stockholders of the Corporation other than by the stockholders of the Corporation that are entitled to elect a person to fill such directorship, voting exclusively and as a separate class. The holders of record of the shares of Common Stock and of any other class or series of voting stock (including the Series A Preferred Stock), exclusively and voting together as a single class, on an as converted basis, shall be entitled to elect the balance of the total number of directors of the Corporation by vote of a majority of such sharesCorporation. At any meeting held for the purpose of electing a director, the presence in person or by proxy of the holders of a majority of the outstanding shares of the class or series entitled to elect such director shall constitute a quorum for the purpose of electing such director. Except as otherwise provided in this Subsection 4.23.2, a vacancy in any directorship filled by the holders of any class or series shall be filled only by vote or written consent in lieu of a meeting of the holders of such class or series or by any remaining director or directors elected by the holders of such class or series pursuant to this Subsection 4.23.2.

Election of Directors. The holders of record of the shares of Series A Preferred Stock, exclusively and as a separate class, shall be entitled to elect one (1) director [*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. of the Corporation, the holders of record of the shares of Series B Preferred Stock, exclusively and as a separate class, shall be entitled to elect one (1) director of the Corporation, and the holders of record of the shares of Common Stock, exclusively and as a separate class, shall be entitled to elect three (3) directors of the Corporation; provided, however, that, at any time there are any shares of Series A-1 Preferred Stock issued and outstanding, in lieu of the holders of record of the shares of Preferred Stock, the holders of record of shares of Series A-1 Preferred Stock shall be entitled to elect three (3) directors of the Corporation (the “Preferred Directors”); provided, further, that for administrative convenience, the initial Preferred Directors may also be appointed by the Board of Directors in connection with the approval of the initial issuance of Preferred Stock without a separate action by the holders of Preferred Stock. Any director elected as provided in the preceding sentences sentence may be removed without cause by, and only by, the affirmative vote of the holders of the shares of the class or series of capital stock entitled to elect such director or directors, given either at a special meeting of such stockholders duly called for that purpose or pursuant to a written consent of stockholders. If the holders of shares of any class Series A Preferred Stock, Series B Preferred Stock or series of stock Common Stock, as the case may be, fail to elect a sufficient number of directors to fill all directorships for which they are entitled to elect directors, each voting exclusively and as a separate class, pursuant to the first sentence of this Subsection 4.23.2, then any directorship not so filled shall remain vacant until such time as the holders of such series the Series A Preferred Stock, Series B Preferred Stock or class of stock Common Stock, as the case may be, elect a person to fill such directorship by vote or written consent in lieu of a meeting; and no such directorship may be filled by stockholders of the Corporation other than by the stockholders of the Corporation that are entitled to elect a person to fill such directorship, voting exclusively and as a separate class. The holders of record of the shares of Common Stock and of any other class or series of voting stock (including the Series A Preferred Stock, Series B Preferred Stock and Series B-1 Preferred Stock), exclusively and voting together as a single class, on an as converted basis, shall be entitled to elect the balance of the total number of directors of the Corporation by vote of a majority of such sharesCorporation. At any meeting held for the purpose of electing a director, the presence in person or by proxy of the holders of a majority of the outstanding shares of the class or series entitled to elect such director shall constitute a quorum for the purpose of electing such director. Except as otherwise provided in this Subsection 4.23.2, a vacancy in any directorship filled by the holders of any class or series shall be filled only by vote or written consent in lieu of a meeting of the holders of such class or series or by any remaining director or directors elected by the holders of such class or series pursuant to this Subsection 4.23.2. The rights of the holders of the Series A Preferred Stock under the first sentence of this Subsection 3.2 shall terminate on the first date following the Original Issue Date (as defined below) on which (i) there are issued and outstanding less than two million (2,000,000) shares of Series A Preferred Stock (subject to appropriate adjustment in the event of any stock dividend, stock split, combination, or other similar recapitalization with respect to the Series A Preferred Stock) or (ii) the issued and outstanding Series A Preferred Stock represents less than ten percent (10%) of the outstanding capital stock of the Corporation on a fully diluted basis. The rights of the holders of the Series B Preferred Stock under the first sentence of this Subsection 3.2 shall terminate on the first date following the Original Issue Date (as defined below) on which (i) there are issued and outstanding less than 2,000,000 shares of Series B Preferred Stock (subject to appropriate adjustment in the event of any stock dividend, stock split, combination, or other similar recapitalization with respect to the Series B Preferred Stock) or (ii) the issued and outstanding Series B Preferred Stock represents less than ten percent (10%) of the outstanding capital stock of the Corporation on a fully diluted basis.

Election of Directors. The holders Members and the Company shall take all action within their respective power, including, but not limited to, the voting of record all Voting Capital owned by them to cause the Board of Directors of the shares Company to consist of Preferred Stockfive (5) members or such other odd number as the Members may from time to time establish (the "Authorized Number"), exclusively which shall at all times throughout the term of this Agreement (except as set forth in Section 4(e) hereof) be comprised of (i) directors equal to a simple majority of the Authorized Number and as holding a separate class, shall be simple majority of the votes entitled to elect three be cast by directors at any meeting of the Board, each such director to be designated by EE (3each, an "EE Director"), and (ii) the remaining director(s) to be designated by Loral (each, a "Loral Director"). For so long as EE designates the majority of directors of the Corporation; provided, however, that, at any time there are any shares of Series A-1 Preferred Stock issued and outstanding, in lieu Board of the holders of record Company pursuant to the foregoing sentence, EE shall nominate the Chairman of the shares Board of Preferred Stock, the holders of record of shares of Series A-1 Preferred Stock Company and the Members agree that they shall be entitled take all action within their respective power to elect three (3) directors such nominee. For so long as EE designates the Chairman of the Corporation Board of the Company, Loral shall have the right to nominate the Secretary of the Board (and his alternate) and the “Preferred Directors”); providedMembers agree that they shall take all action within their respective power to elect such nominee, further, that which Secretary shall not be a member of the Board for administrative convenience, any purpose and shall not count as a Loral Director. The Company shall cause the initial Preferred Board of Directors may also of SatMex and any other direct or indirect subsidiary of the Company to be appointed constituted in an identical manner unless determined otherwise by the Board of Directors of the Company by a Consensus Vote provided that the Board of Directors of SatMex shall have such additional directors (not appointed by either Loral or EE) as may be required pursuant to Mexican law or the by-laws of SatMex. Each of Loral and EE shall have the authority to designate alternate directors (each a "Designated Alternate") to substitute for the Loral Directors or EE Directors, as the case may be, in connection accordance with the approval bylaws of the initial issuance Company Entities. As of Preferred Stock without a separate action by the holders of Preferred Stock. Any director elected as provided in the preceding sentences may be removed without cause by, and only bydate hereof, the affirmative vote Board of the holders each Company Entity (as defined below) shall consist of the shares of the class or series of stock entitled to elect such director or directors, given either at a special meeting of such stockholders duly called for that purpose or pursuant to a written consent of stockholders. If the holders of shares of any class or series of stock fail to elect a sufficient number of directors to fill all directorships for which they are entitled to elect directors, voting exclusively and as a separate class, pursuant to the first sentence of this Subsection 4.2, then any directorship not so filled shall remain vacant until such time as the holders of such series or class of stock elect a person to fill such directorship by vote or written consent in lieu of a meeting; and no such directorship may be filled by stockholders of the Corporation other than by the stockholders of the Corporation that are entitled to elect a person to fill such directorship, voting exclusively and as a separate class. The holders of record of the shares of Common Stock and of any other class or series of voting stock (including the Preferred Stock), exclusively and voting together as a single class, those persons set forth on an as converted basis, shall be entitled to elect the balance of the total number of directors of the Corporation by vote of a majority of such shares. At any meeting held for the purpose of electing a director, the presence in person or by proxy of the holders of a majority of the outstanding shares of the class or series entitled to elect such director shall constitute a quorum for the purpose of electing such director. Except as otherwise provided in this Subsection 4.2, a vacancy in any directorship filled by the holders of any class or series shall be filled only by vote or written consent in lieu of a meeting of the holders of such class or series or by any remaining director or directors elected by the holders of such class or series pursuant to this Subsection 4.2Schedule I hereto.

Election of Directors. The holders of record of the At any time at which Peers owns any shares of Preferred Common Stock, exclusively and as a separate class, shall be entitled to elect three in connection with each regular or special meeting of shareholders (3or action by written consent) at which directors of the CorporationCompany are to be elected occurring following a Navios Holdings Transfer or a Change of Control, the board of directors of the Company (the “Board of Directors”) shall nominate for election as directors, and each of the Shareholders shall vote all shares of Common Stock over which such Shareholder then has voting power for the election of, the director candidates, if any, designated by Peers as hereinafter provided: In connection with each regular or special meeting of shareholders (or action by written consent) at which directors are to be elected that occurs (a) following a Navios Holdings Transfer, as long as Peers is beneficially owned (as defined in Rule 13d-3) by the Xxxxx family, or (b) following a Change of Control, regardless of the Xxxxx family’s beneficial ownership (as defined in Rule 13d-3) of Peers, Peers shall have the right to designate a number of director candidates such that if all such director candidates were elected, after such election, the number of directors designated by Peers will be equal to the greater of (i) the Applicable Percentage (as hereinafter defined) of the members of the whole Board of Directors (rounded up or down to the nearest whole number); providedand (ii) one (such greater number, howeverthe “Applicable Director Number”). For purposes hereof, thatthe “Applicable Percentage” shall be, at any time there are any shares of Series A-1 Preferred Stock issued and outstanding, in lieu of the holders of record of the shares of Preferred Stockspecific time, the holders percentage determined by dividing (a) the number of record of shares of Series A-1 Preferred Stock shall be votes entitled to elect three (3) be cast in the election of directors of the Corporation (the “Preferred Directors”); provided, further, that for administrative convenience, the initial Preferred Directors may also be appointed by the Board of Directors Company in connection with the approval of the initial issuance of Preferred Stock without a separate action by the holders of Preferred Stock. Any director elected as provided in the preceding sentences may be removed without cause by, and only by, the affirmative vote of the holders of the shares of the class or series of stock entitled to elect such director or directors, given either at a special meeting of such stockholders duly called for that purpose or pursuant to a written consent of stockholders. If the holders of shares of any class or series of stock fail to elect a sufficient number of directors to fill all directorships for which they are entitled to elect directors, voting exclusively and as a separate class, pursuant to the first sentence of this Subsection 4.2, then any directorship not so filled shall remain vacant until such time as the holders of such series or class of stock elect a person to fill such directorship by vote or written consent in lieu of a meeting; and no such directorship may be filled by stockholders of the Corporation other than by the stockholders of the Corporation that are entitled to elect a person to fill such directorship, voting exclusively and as a separate class. The holders of record respect of the shares of Common Stock and over which Peers has voting power as of any other class or series of voting stock such time, by (including the Preferred Stock), exclusively and voting together as a single class, on an as converted basis, shall be entitled to elect the balance of b) the total number of votes entitled to be cast in the election of directors of the Corporation Company by vote of a majority of such shares. At any meeting held for the purpose of electing a director, the presence in person or by proxy of the all holders of a majority of the outstanding shares of the class or series entitled to elect Common Stock at such director shall constitute a quorum for the purpose of electing such director. Except as otherwise provided in this Subsection 4.2, a vacancy in any directorship filled by the holders of any class or series shall be filled only by vote or written consent in lieu of a meeting of the holders of such class or series or by any remaining director or directors elected by the holders of such class or series pursuant to this Subsection 4.2time.

Election of Directors. The holders of record Majority Holders of the shares of Series F Preferred Stock, exclusively and as a separate class, shall be entitled to elect three (3) directors of the Corporation; provided, however, that, at any time there are any shares of Series A-1 Preferred Stock issued and outstanding, in lieu of the holders of record of the shares of Preferred Stock, the holders of record of shares of Series A-1 Preferred Stock shall be entitled to elect three (3) four directors of the Corporation (the “Preferred Series F Directors”); provided, further, that for administrative convenience, the initial Preferred Directors may also be appointed by the Board of Directors in connection with the approval of the initial issuance of Preferred Stock without a separate action by the holders of Preferred Stock. Any director elected as provided in the preceding sentences sentence may be removed without cause by, and only by, the affirmative vote of the holders of the shares of the class or series of stock Holders entitled to elect such director or directors, given either at a special meeting of such stockholders shareholders duly called for that purpose or pursuant to a written consent of stockholdersshareholders. If the holders of shares of any class or series of stock Holders fail to elect a sufficient number of directors to fill all directorships for which they are entitled to elect directors, voting exclusively and as a separate class, pursuant to the first sentence of this Subsection 4.2Section 5(c), then any directorship not so filled shall remain vacant until such time as the holders of such series or class of stock Holders elect a person to fill such directorship by vote or written consent in lieu of a meeting; and no such directorship may be filled by stockholders shareholders of the Corporation other than by the stockholders of the Corporation that are Majority Holders entitled to elect a person to fill such directorship, voting exclusively and as a separate class. The holders of record of the shares of Common Stock and of any other class or series of voting stock (including the Series F Preferred Stock), exclusively and voting together as a single class, on an as converted basis, shall be entitled to elect the balance of the total number of directors of the Corporation by vote of a majority of such sharesCorporation. At any meeting held for the purpose of electing a director, the presence in person or by proxy of the holders of a majority of the outstanding shares of the class or series entitled to elect such director shall constitute a quorum for the purpose of electing such director. Except as otherwise provided in this Subsection 4.2Section 5(c), a vacancy in any directorship filled by the holders of any class or series shall be filled only by vote or written consent in lieu of a meeting of the holders of such class or series or by any remaining director or directors elected by the holders of such class or series pursuant to this Subsection 4.2Section 5(c).

Election of Directors. The holders of record of the shares of Preferred Stock, exclusively and as a separate class, shall be entitled to elect three two (32) directors of the Corporation (each, a “Preferred Director” and, collectively, the “Preferred Directors”) and the holders of record of the shares of Common Stock, exclusively and as a separate class, shall be entitled to elect two (2) directors of the Corporation; provided, however, that, at any time there are any shares of Series A-1 Preferred Stock issued and outstanding, in lieu of the holders of record of the shares of Preferred Stock, the holders of record of shares of Series A-1 Preferred Stock shall be entitled to elect three (3) directors of the Corporation (the “Preferred Directors”); provided, further, that for administrative convenience, the initial Preferred Directors may also be appointed by the Board of Directors in connection with the approval of the initial issuance of Preferred Stock without a separate action by the holders of Preferred Stock. Any director elected as provided in the preceding sentences sentence may be removed without cause by, and only by, the affirmative vote of the holders of the shares of the class or series of capital stock entitled to elect such director or directors, given either at a special meeting of such stockholders duly called for that purpose or pursuant to a written consent of stockholders. If the holders of shares of any class Preferred Stock or series of stock Common Stock, as the case may be, fail to elect a sufficient number of directors to fill all directorships for which they are entitled to elect directors, voting exclusively and as a separate class, pursuant to the first sentence of this Subsection 4.2Section 3.2, then any directorship not so filled shall remain vacant until such time as the holders of such series the Preferred Stock or class of stock Common Stock, as the case may be, elect a person to fill such directorship by vote or written consent in lieu of a meeting; and no such directorship may be filled by stockholders of the Corporation other than by the stockholders of the Corporation that are entitled to elect a person to fill such directorship, voting exclusively and as a separate class. The holders of record of the shares of Common Stock and of any other class or series of voting stock (including the Preferred Stock), exclusively and voting together as a single class, on an as converted basis, shall be entitled to elect the balance of the total number of directors of the Corporation by vote of a majority of such sharesCorporation. At any meeting held for the purpose of electing a director, the presence in person or by proxy of the holders of a majority of the outstanding shares of the class or series entitled to elect such director shall constitute a quorum for the purpose of electing such director. Except as otherwise provided in this Subsection 4.2Section 3.2, a vacancy in any directorship filled by the holders of any class or classes or series shall be filled only by vote or written consent in lieu of a meeting of the holders of such class or classes or series or by any remaining director or directors elected by the holders of such class or classes or series pursuant to this Subsection 4.2Section 3.2.

Election of Directors. The holders of record of the shares of Series A-1 Preferred Stock, exclusively and as a separate class, shall be entitled to elect three one (31) director of the Corporation (the “Preferred Director”) and the holders of record of the shares of Common Stock, exclusively and as a separate class, shall be entitled to elect six (6) directors of the Corporation; provided, however, that, at any time there are any shares of Series A-1 Preferred Stock issued and outstanding, in lieu of the holders of record of the shares of Preferred Stock, the holders of record of shares of Series A-1 Preferred Stock shall be entitled to elect three (3) directors of the Corporation (the “Preferred Directors”); provided, further, that for administrative convenience, the initial Preferred Directors Director may also be appointed by the Board of Directors in connection with the approval of the initial issuance of Series A-1 Preferred Stock without a separate action by the holders of Series A-1 Preferred Stock. Any director elected as provided in the preceding sentences sentence may be removed without cause by, and only by, the affirmative vote of the holders of the shares of the class or series of capital stock entitled to elect such director or directors, given either at a special meeting of such stockholders duly called for that purpose or pursuant to a written consent of stockholders. If the holders of shares of any class Series A-1 Preferred Stock or series of stock Common Stock, as the case may be, fail to elect a sufficient number of directors to fill all directorships for which they are entitled to elect directors, voting exclusively and as a separate class, pursuant to the first sentence of this Subsection 4.2Section 3.2, then any directorship not so filled shall remain vacant until such time as the holders of such series the Series A-1 Preferred Stock or class of stock Common Stock, as the case may be, elect a person to fill such directorship by vote or written consent in lieu of a meeting; and no such directorship may be filled by stockholders of the Corporation other than by the stockholders of the Corporation that are entitled to elect a person to fill such directorship, voting exclusively and as a separate class. The holders of record of the shares of Common Stock and of any other class or series of voting stock (including the Series A-1 Preferred StockStock on an as converted basis), exclusively and voting together as a single class, on an as converted basis, shall be entitled to elect the balance of the total number of directors of the Corporation by vote of a majority of such sharesCorporation. At any meeting held for the purpose of electing a director, the presence in person or by proxy of the holders of a majority of the outstanding shares of the class or series entitled to elect such director shall constitute a quorum for the purpose of electing such director. Except as otherwise provided in this Subsection 4.2Section 3.2, a vacancy in any directorship filled by the holders of any class or classes or series shall be filled only by vote or written consent in lieu of a meeting of the holders of such class or classes or series or by any remaining director or directors elected by the holders of such class or classes or series pursuant to this Subsection 4.2Section 3.2. The rights of the holders of the Series A-1 Preferred Stock under the first sentence of this Section 3.2 shall terminate on the first date following the date the first share of Series A Preferred Stock was issued (the “Original Issue Date”) on which there are issued and outstanding less than 3,300,000, in the aggregate, of any combination of (i) shares of Series A Preferred Stock, and (ii) shares of Common Stock issued upon any conversion of Series A Preferred Stock (in each case, subject to appropriate adjustment in the event of any stock dividend, stock split, combination, or other similar recapitalization with respect to the Series A Preferred Stock).

Election of Directors. The holders of record of the shares of Series 1 Preferred Stock, exclusively and as a separate class, shall be entitled to elect three four (34) directors of the Corporation; provided, however, that, at any time there are any shares of Corporation (the “Series A-1 Preferred Stock issued 1 Directors”) and outstanding, in lieu of the holders of record of the shares of Preferred Stock, the holders of record of shares of Series A-1 Preferred Common Stock shall be entitled to elect three one (31) directors director of the Corporation (the “Preferred Directors”); provided, further, that for administrative convenience, the initial Preferred Directors may also be appointed by the Board of Directors in connection with the approval of the initial issuance of Preferred Stock without a separate action by the holders of Preferred StockCorporation. Any director elected as provided in the preceding sentences sentence may be removed without cause by, and only by, the affirmative vote of the holders of the shares of the class or series of capital stock entitled to elect such director or directors, given either at a special meeting of such stockholders duly called for that purpose or pursuant to a written consent of stockholders. If the holders of shares of any class Series 1 Preferred Stock or series of stock Common Stock, as the case may be, fail to elect a sufficient number of directors to fill all directorships for which they are entitled to elect directors, voting exclusively and as a separate class, pursuant to the first sentence of this Subsection 4.23.2, then any directorship not so filled shall remain vacant until such time as the holders of such series the Series 1 Preferred Stock or class of stock Common Stock, as the case may be, elect a person to fill such directorship by vote or written consent in lieu of a meeting; and no such directorship may be filled by stockholders of the Corporation other than by the stockholders of the Corporation that are entitled to elect a person to fill such directorship, voting exclusively and as a separate class. The holders of record of the shares of Common Stock and of any other class or series of voting stock (including the Preferred Stock), exclusively and voting together as a single class, on an as converted basis, shall be entitled to elect the balance of the total number of directors of the Corporation by vote of a majority of such shares. At any meeting held for the purpose of electing a director, the presence in person or by proxy of the holders of a majority of the outstanding shares of the class or series entitled to elect such director shall constitute a quorum for the purpose of electing such director. Except as otherwise provided in this Subsection 4.2, 3.2. a vacancy in any directorship filled by the holders of any class or series shall be filled only by vote or written consent in lieu of a meeting of the holders of such class or series or by any remaining director or directors elected by the holders of such class or series pursuant to this Subsection 4.23.2.

Election of Directors. The holders of record of the shares of Series A Preferred Stock, exclusively and voting separately as a separate single class, shall be entitled to elect two (2) directors. The holders of the Series B Preferred Stock, voting separately as a single class, shall be entitled to elect three (3) directors of the Corporation; provided, however, that, at any time there are any shares of Series A-1 Preferred Stock issued and outstanding, in lieu of the holders of record of the shares of Preferred Stock, the holders of record of shares of Series A-1 Preferred Stock shall be entitled to elect three (3) directors of the Corporation (the “Preferred Directors”); provided, further, that for administrative convenience, the initial Preferred Directors may also be appointed by the Board of Directors in connection with the approval of the initial issuance of Preferred Stock without a separate action by the holders of Preferred Stock. Any director elected as provided in the preceding sentences may be removed without cause by, and only by, the affirmative vote of the holders of the shares of the class or series of stock entitled to elect such director or directors, given either at a special meeting of such stockholders duly called for that purpose or pursuant to a written consent of stockholders. If the holders of shares of any class or series of stock fail to elect a sufficient number of directors to fill all directorships for which they are entitled to elect directors, voting exclusively and as a separate class, pursuant to the first sentence of this Subsection 4.2, then any directorship not so filled shall remain vacant until such time as the holders of such series or class of stock elect a person to fill such directorship by vote or written consent in lieu of a meeting; and no such directorship may be filled by stockholders of the Corporation other than by the stockholders of the Corporation that are entitled to elect a person to fill such directorship, voting exclusively and as a separate class. The holders of record of the shares of Common Stock and of any other class or series of voting stock (including the Series C Preferred Stock), exclusively and voting together separately as a single class, on an as converted basis, shall be entitled to elect the balance one (1) director. The holders of the total number Series D Preferred Stock, voting separately as a single class, shall be entitled to elect two (2) directors. The holders of Common Stock, voting separately as a single class, shall be entitled to elect two (2) directors. Any vacancy among the directors to be elected by any class or series of Preferred Stock or Common Stock shall be filled, if by the Corporation by vote Board of a majority of such shares. At any meeting held for Directors, only at the purpose of electing a director, the presence in person or by proxy written direction of the holders of the class or series entitled to elect the directors as to whom a majority of vacancy has arisen, or, if by the outstanding shares shareholders, by the shareholders of the class or series entitled to elect such director directors. A meeting of shareholders to fill any such vacancy shall constitute a quorum for the purpose promptly be called upon request of electing such director. Except as otherwise provided in this Subsection 4.2, a vacancy in any directorship filled by the holders of any class or series shall be filled only by vote or written consent in lieu of a meeting not less than 25% of the holders shares of such class or series or by any remaining director or (as applicable) entitled to elect the directors as to whom a vacancy has arisen. In the event the Bylaws of the Company provide for more than ten (10) directors to be elected, such additional directors shall be elected by the holders of such class or series pursuant to this Subsection 4.2the Common Stock and the Preferred Stock, voting together as a single class.

Election of Directors. The holders At each annual meeting of record Common Members, successors to the class of Directors whose term expires at that annual meeting shall be elected for a three (3)-year term and until their successors are duly elected or appointed and qualified. Except for the Issued Preferred Shares Nonpayment Directors, if the number of Directors is changed, any increase or decrease shall be apportioned among the classes so as to maintain the number of Directors in each class as nearly equal as possible, and any additional Director of any class elected to fill a vacancy resulting from an increase in such class or from the death, resignation or removal from office of a Director or other cause shall hold office for a term that shall coincide with the remaining term of that class, but in no case will a decrease in the number of Directors shorten the term of any incumbent Director. Directors need not be Members. Except as otherwise provided by the applicable Issued Preferred Shares Designation with respect to the Issued Preferred Shares Nonpayment Directors, the Directors shall be elected at the annual meeting of Common Members (except as provided in Section 5.6), and each Director elected shall hold office until the third succeeding meeting next after such Director’s election and until such Director’s successor is duly elected and qualified, or until such Director’s death or until such Director resigns or is removed in the manner hereinafter provided. Except as otherwise provided by the applicable Issued Preferred Shares Designation with respect to the Issued Preferred Shares Nonpayment Directors, Directors shall be elected by a plurality of the shares votes of Preferred StockOutstanding Voting Shares present in person or represented by proxy and entitled to vote on the election of Directors at any annual or special meeting of Members. The Board of Directors shall present to the Members holding Outstanding Voting Shares nominations of candidates for election to the Board of Directors (or recommend the election of such candidates as nominated by others) such that, exclusively and shall take such other corporate actions as may be reasonably required to provide that, to the best knowledge of the Board of Directors, if such candidates are elected by the Members holding Outstanding Voting Shares, at least a majority of the members of the Board of Directors shall be Independent Directors. The Board of Directors shall only elect any Person to fill a vacancy on the Board of Directors if, to the best knowledge of the Board of Directors, after such person’s election at least a majority of the members of the Board of Directors shall be Independent Directors. The foregoing provisions of this paragraph shall not cause a Director who, upon commencing his or her service as a separate class, shall be entitled to elect three (3) directors member of the Corporation; provided, however, that, at any time there are any shares Board of Series A-1 Preferred Stock issued and outstanding, in lieu of the holders of record of the shares of Preferred Stock, the holders of record of shares of Series A-1 Preferred Stock shall be entitled to elect three (3) directors of the Corporation (the “Preferred Directors”); provided, further, that for administrative convenience, the initial Preferred Directors may also be appointed was determined by the Board of Directors to be an Independent Director but did not in connection with fact qualify as such, or who by reason of any change in circumstances ceases to qualify as an Independent Director, from serving the approval remainder of the initial issuance term as a Director for which he or she was selected. Notwithstanding the foregoing provisions of Preferred Stock without a separate this paragraph, no action by the holders of Preferred Stock. Any director elected as provided in the preceding sentences may be removed without cause by, and only by, the affirmative vote of the holders Board of Directors shall be invalid by reason of the shares of the class or series of stock entitled to elect such director or directors, given either failure at a special meeting of such stockholders duly called for that purpose or pursuant to a written consent of stockholders. If the holders of shares of any class or series of stock fail to elect a sufficient number of directors to fill all directorships for which they are entitled to elect directors, voting exclusively and as a separate class, pursuant to the first sentence of this Subsection 4.2, then any directorship not so filled shall remain vacant until such time as the holders of such series or class of stock elect a person to fill such directorship by vote or written consent in lieu of a meeting; and no such directorship may be filled by stockholders of the Corporation other than by the stockholders of the Corporation that are entitled to elect a person to fill such directorship, voting exclusively and as a separate class. The holders of record of the shares of Common Stock and of any other class or series of voting stock (including the Preferred Stock), exclusively and voting together as a single class, on an as converted basis, shall be entitled to elect the balance of the total number of directors of the Corporation by vote of a majority of such shares. At any meeting held for the purpose of electing a director, the presence in person or by proxy of the holders of a majority of the outstanding shares members of the class or series entitled Board of Directors to elect such director shall constitute a quorum for the purpose of electing such director. Except as otherwise provided in this Subsection 4.2, a vacancy in any directorship filled by the holders of any class or series shall be filled only by vote or written consent in lieu of a meeting of the holders of such class or series or by any remaining director or directors elected by the holders of such class or series pursuant to this Subsection 4.2Independent Directors.

Election of Directors. The holders of record of the shares of Series C Preferred Stock, exclusively and as a separate class, shall be entitled to elect five (5) directors of the Corporation (the “Series C Directors”) and the holders of record of the shares of Voting Common Stock, exclusively and as a separate class, shall be entitled to elect three (3) directors of the Corporation; provided, however, that, at any time there are any shares of Series A-1 Preferred Stock issued and outstanding, in lieu of the holders of record of the shares of Preferred Stock, the holders of record of shares of Series A-1 Preferred Stock shall be entitled to elect three (3) directors of the Corporation (the “Preferred Voting Common Directors”); provided, further, that for administrative convenience, the initial Preferred Directors may also be appointed by the Board of Directors in connection with the approval of the initial issuance of Preferred Stock without a separate action by the holders of Preferred Stock. Any director elected as provided in the preceding sentences sentence may be removed without cause by, and only by, the affirmative vote of the holders of the shares of the class or series of capital stock entitled to elect such director or directors, given either at a special meeting of such stockholders shareholders duly called for that purpose or pursuant to a written consent of stockholdersshareholders. If the holders of shares of any class Series C Preferred Stock or series of stock Voting Common Stock, as the case may be, fail to elect a sufficient number of directors to fill all directorships for which they are each such group is entitled to elect directors, voting exclusively and as a separate class, pursuant to the first sentence of this Subsection 4.2Article VI(B), then any directorship Series C Director or Voting Common Director position not so filled shall remain vacant until such time as the holders of such series the Series C Preferred Stock or class of stock Voting Common Stock, respectively, elect a person to fill such directorship by vote or written consent in lieu of a meeting; and no such directorship may be filled by stockholders shareholders of the Corporation other than by the stockholders shareholders of the Corporation that are entitled to elect a person to fill such directorship, voting exclusively and as a separate class. The holders of record of the shares of Voting Common Stock and of any other class or series of voting stock (including the Series C Preferred Stock), exclusively and voting together as a single class, on an as converted basis, shall be entitled to elect the balance of the total number of directors of the Corporation by vote of a majority of such sharesCorporation, if any. At any meeting held for the purpose of electing a director, the presence in person or by proxy of the holders of a majority of the outstanding shares of the class or series entitled to elect such director shall constitute a quorum for the purpose of electing such director. Except as otherwise provided in this Subsection 4.2Article VI(B), a vacancy in any directorship filled by the holders of any class or series shall be filled only by vote or written consent in lieu of a meeting of the holders of such class or series or by any remaining director or directors elected by the holders of such class or series pursuant to this Subsection 4.2Article VI(B).

Election of Directors. The holders of record of the shares of Preferred Stock, exclusively and as a separate class, shall be entitled to elect three (3) directors of the Corporation; provided, however, that, at any time there are any shares of Series A-1 Preferred Stock issued and outstanding, in lieu of the holders of record of the shares of Preferred Stock, the holders of record of shares of Series A-1 Preferred Stock shall be entitled to elect three (3) directors of the Corporation (the “Preferred Directors”); provided, further, that for administrative convenience, the initial Preferred Directors may also be appointed by the Board of Directors in connection with the approval of the initial issuance of Preferred Stock without a separate action by the holders of Preferred Stock. Any director elected as provided in the preceding sentences may be removed without cause by, and only by, the affirmative vote of the holders of the shares of the class or series of stock entitled to elect such director or directors, given either at a special meeting of such stockholders duly called for that purpose or pursuant to a written consent of stockholders. If the holders of shares of any class or series of stock fail to elect a sufficient number of directors to fill all directorships for which they are entitled to elect directors, voting exclusively and as a separate class, pursuant to the first sentence of this Subsection 4.2, then any directorship not so filled shall remain vacant until such time as the holders of such series or class of stock elect Table of Contents a person to fill such directorship by vote or written consent in lieu of a meeting; and no such directorship may be filled by stockholders of the Corporation other than by the stockholders of the Corporation that are entitled to elect a person to fill such directorship, voting exclusively and as a separate class. The holders of record of the shares of Common Stock and of any other class or series of voting stock (including the Preferred Stock), exclusively and voting together as a single class, on an as converted basis, shall be entitled to elect the balance of the total number of directors of the Corporation by vote of a majority of such shares. At any meeting held for the purpose of electing a director, the presence in person or by proxy of the holders of a majority of the outstanding shares of the class or series entitled to elect such director shall constitute a quorum for the purpose of electing such director. Except as otherwise provided in this Subsection 4.2, a vacancy in any directorship filled by the holders of any class or series shall be filled only by vote or written consent in lieu of a meeting of the holders of such class or series or by any remaining director or directors elected by the holders of such class or series pursuant to this Subsection 4.2.

Election of Directors. The holders of record Perenchio agrees to vote or cause to be voted all of the shares of Preferred Stockany class of the Company's Common Stock that he owns or for which he controls the vote so that promptly upon the effectiveness of the Merger, exclusively and as throughout the term of this Agreement, each of Xxxxxxxx and the other individual designated pursuant to Section 4.17 of the Merger Agreement (the "Other T Designee") shall be a separate classClass A/P Director. If Xxxxxxxx dies, becomes Incapacitated or for any other reason ceases to be a Class A/P Director, his vacancy shall be filled in accordance with the terms of the Restated Certificate. If during the term of this Agreement, the Other T Designee dies, becomes Incapacitated or for any other reason ceases to be a Class A/P Director, Xxxxxxxx shall be entitled to elect three (3) directors designate an individual who is independent of the CorporationCompany to fill the vacancy created by such cessation; provided, however, that, at any time there are any shares of Series A-1 Preferred Stock issued and outstanding, in lieu of the holders of record of the shares of Preferred Stock, the holders of record of shares of Series A-1 Preferred Stock provided that such designee shall be entitled subject to elect three Perenchio's approval (3) directors of the Corporation (the “Preferred Directors”such approval not to be unreasonably withheld); provided, further, that for administrative convenience, the initial Preferred Directors may also be appointed by the Board of Directors in connection with the approval of the initial issuance of Preferred Stock without a separate action by the holders of Preferred Stock. Any director elected as provided in the preceding sentences may be removed without cause by, and only by, the affirmative vote of the holders of the shares of the class or series of stock entitled to elect such director or directors, given either at a special meeting of such stockholders duly called for that purpose or pursuant to a written consent of stockholders. If Xxxxxxxx is unable to designate the holders of shares of any class or series of stock fail Other T Designee due to elect a sufficient number of directors to fill all directorships for which they are entitled to elect directorsIncapacitation, voting exclusively and as a separate class, pursuant to the first sentence of this Subsection 4.2, then any directorship not so filled such vacancy shall remain vacant until such time as the holders of such series or class of stock elect a person to fill such directorship by vote or written consent in lieu of a meeting; and no such directorship may be filled by a designee of the Xxxxxxxx Family Group (as defined below); provided that such designee shall be subject to Perenchio's approval (such approval not to be unreasonably withheld). Perenchio, in his capacity as a stockholder (not as a director), agrees to take all actions necessary to cause Xxxxxxxx and the Other T Designee to be nominated for election as a Class A/P Director at any annual meeting of stockholders of the Corporation Company or other than by the stockholders of the Corporation that are entitled to elect a person to fill such directorship, voting exclusively and as a separate class. The holders of record of the shares of Common Stock and of any other class or series of voting stock (including the Preferred Stock), exclusively and voting together as a single class, on an as converted basis, shall be entitled to elect the balance of the total number of directors of the Corporation by vote of a majority of such shares. At any meeting held called for the purpose of electing a directorClass A/P Directors. Notwithstanding the foregoing, the presence in person or by proxy at such time Xxxxxxxx ceases to be an employee of the holders Company or any of a majority its subsidiaries (as defined under the Securities Exchange Act of 1934) and the Xxxxxxxx Family Group owns less than 60% of the outstanding shares of capital stock of the class Company originally issued to them pursuant to the Merger Agreement (as adjusted for stock splits and stock dividends), Perenchio shall not be required to vote or series entitled cause to elect such director shall constitute a quorum for be voted all of the purpose of electing such director. Except as otherwise provided in this Subsection 4.2, a vacancy in any directorship filled by the holders shares of any class or series shall be filled only by vote or written consent in lieu of a meeting of the holders Company's Common Stock that he owns or for which he controls the vote in favor of Xxxxxxxx. For purposes of this Agreement, "Incapacitated" means that a conservator of the estate with respect to Perenchio, Xxxxxxxx or the Other T Designee has been appointed under the provisions of Section 1800 et. seq. of the California Probate Code (or similar provision under the applicable law of the state where Perenchio, Xxxxxxxx or the Other T Designee is then domiciled) and that such class or series or by any remaining director or directors elected by conservatorship has not been rescinded, and "Xxxxxxxx Family Group" means Xxxxxxxx and the holders of such class or series pursuant other parties to this Subsection 4.2the Voting Agreement dated July 1, 1996 among Xxxxxxxx and the other parties thereto.

Election of Directors. The Board of Directors shall be composed of five members; provided that at the election of holders of a majority of the outstanding Series B Preferred (the “Board Expansion Right”), the Board of Directors shall be increased by two members (the “Additional Series B Directors”), for a total of seven members. The holders of record of the shares of Series B Preferred Stock, exclusively and as a separate class, shall be entitled to elect three (3) two directors of the Corporation; providedCorporation (or four directors in the event that they exercise their Board Expansion Right) (including any Additional Series B Directors, howeverthe “Series B Directors”), that, at any time there are any shares of Series A-1 Preferred Stock issued and outstanding, in lieu of the holders of record of the shares of Common Stock and Series B Preferred Stock, the holders of record of shares of Series A-1 Preferred Stock voting together, shall be entitled to elect three (3) directors of the Corporation (the “Preferred Directors”); providedCorporation. Except as otherwise required by law, further, that for administrative convenience, the initial Preferred Directors may also be appointed by the Board of Directors in connection with the approval of the initial issuance of Preferred Stock without a separate action by the holders of Preferred Stock. Any any director elected as provided in the preceding sentences may be removed without cause by, and only by, the affirmative vote of the holders of the shares of the class or series of capital stock entitled to elect such director or directors, given either at a special meeting of such stockholders duly called for that purpose or pursuant to a written consent of stockholders. If the holders of shares of any class Series B Preferred Stock or series of stock Common Stock, as the case may be, fail to elect a sufficient number of directors to fill all directorships for which they are entitled to elect directors, voting exclusively and as a separate class, pursuant to the first sentence of this Subsection 4.23.2, then any directorship not so filled shall remain vacant until such time as the holders of such series the Series B Preferred Stock or class of stock Common Stock, as the case may be, elect a person to fill such directorship by vote or written consent in lieu of a meeting; and no such directorship may be filled by stockholders of the Corporation other than by the stockholders of the Corporation that are entitled to elect a person to fill such directorship, voting exclusively and as a separate class. The holders of record of the shares of Common Stock and of any other class or series of voting stock (including the Series B Preferred Stock), exclusively and voting together as a single class, on an as converted basis, shall be entitled to elect the balance of the total number of directors of the Corporation by vote of a majority of such sharesCorporation. At any meeting held for the purpose of electing a director, the presence in person or by proxy of the holders of a majority of the outstanding shares of the class or series entitled to elect such director shall constitute a quorum for the purpose of electing such director. Except as otherwise provided in this Subsection 4.23.2, a vacancy in any directorship filled by the holders of any class or series shall be filled only by vote or written consent in lieu of a meeting of the holders of such class or series or by any all remaining director or directors elected by the holders of such class or series pursuant to this Subsection 4.2Directors.

Election of Directors. The Notwithstanding the other provisions of this Article IV, upon the occurrence of a Default Event (hereafter defined) and for the duration of the Default Period (hereafter defined) the number of positions on the Board of Directors shall be increased as follows and the manner of election of the new additional Directors shall be as follows: the holders of record of the shares of outstanding Series C Preferred Stock and D Preferred Stock, exclusively and voting together as a separate classclass by a majority of the votes which they are eligible to cast as such holders, shall be entitled to elect three (3) directors increase the size of the Corporation; providedBoard of Directors so that the size thereof shall consist of, howeverand shall be entitled to elect, that(i) six new additional Directors if the existing number of Directors at the time a Default Event occurs is eleven or less, and (ii) one additional Director for each Director that exceeds eleven at any the time there are any shares of Series A-1 Preferred Stock issued and outstanding, in lieu of a Default Event occurs. In case the holders of record the Series C Preferred Stock and D Preferred Stock become entitled to exercise such special voting rights, they may during the Default Period call a special meeting of stockholders, in the shares manner provided herein or in the by-laws or otherwise as provided by law, for the purpose of Preferred Stockincreasing or decreasing the number of positions on the Board of Directors, electing such members to the Board of Directors and (if deemed necessary) removing any incumbent directors in order to achieve the proportion described above. In addition, the holders of record of shares of the Series A-1 C Preferred Stock and D Preferred Stock shall be entitled to elect three have such special voting rights at any annual or regular meeting of stockholders (3) directors of the Corporation (the “Preferred Directors”); provided, further, that for administrative convenience, the initial Preferred Directors may also be appointed by the Board of Directors in connection with the approval of the initial issuance of Preferred Stock without a separate action or any other special meeting not called by the holders of Series C Preferred Stock and D Preferred Stock) held during the Default Period. Any director elected as provided in In lieu of the preceding sentences may be removed without cause byforegoing, and only by, the affirmative vote of the holders of the shares of the class or series of stock entitled to elect such director or directors, given either at a special meeting Series C Preferred Stock and D Preferred Stock may take any of such stockholders duly called for that purpose or pursuant to action by a written consent of stockholders. If in accordance with the holders of shares of any class or series of stock fail to elect a sufficient number of directors to fill all directorships for which they are entitled to elect directors, voting exclusively and as a separate class, pursuant to the first sentence of this Subsection 4.2, then any directorship not so filled shall remain vacant until such time as the holders of such series or class of stock elect a person to fill such directorship by vote or written consent in lieu of a meeting; and no such directorship may be filled by stockholders of the Corporation other than by the stockholders of the Corporation that are entitled to elect a person to fill such directorship, voting exclusively and as a separate class. The holders of record of the shares of Common Stock and of any other class or series of voting stock (including the Preferred Stock), exclusively and voting together as a single class, on an as converted basis, shall be entitled to elect the balance of the total number of directors of the Corporation by vote of a majority of such shares. At any meeting held for the purpose of electing a director, the presence in person or by proxy of the holders of a majority of the outstanding shares of the class or series entitled to elect such director shall constitute a quorum for the purpose of electing such director. Except as otherwise provided in this Subsection 4.2, a vacancy in any directorship filled by the holders of any class or series shall be filled only by vote or written consent in lieu of a meeting of the holders of such class or series or by any remaining director or directors elected by the holders of such class or series pursuant to this Subsection 4.2DGCL.

Election of Directors. The holders of record of 64% of the shares of Series A Preferred Stock, voting exclusively and as a separate class, shall be entitled to elect three four (34) directors of the Corporation; provided, however, that, Corporation at any time there are any shares election of directors (the “Series A-1 Preferred Stock issued and outstanding, in lieu of the A Directors”). The holders of record of 66-2/3% of the shares of Series B Preferred Stock, the holders of record of shares of Series A-1 Preferred Stock voting exclusively and as a separate class, shall be entitled to elect three one (31) directors director of the Corporation at any election of directors (the “Series B Director”, and together with the Series A Directors, the “Preferred Directors”); provided, further, that for administrative convenience, the initial Preferred Directors may also be appointed by the Board of Directors in connection with the approval of the initial issuance of Preferred Stock without a separate action by the holders of Preferred Stock. Any director elected as provided in the preceding sentences may be removed without cause by, and only by, the affirmative vote of the holders of the shares of the class or series of capital stock entitled to elect such director or directors, given either at a special meeting of such stockholders duly called for that purpose or pursuant to a written consent of stockholders. If the holders of shares of any class or series of stock Preferred Stock fail to elect a sufficient number of directors to fill all directorships for which they are entitled to elect directors, voting exclusively and as a separate classclasses, pursuant to the first sentence two sentences of this Subsection 4.23.2, then any directorship not so filled shall remain vacant until such time as the holders of such the applicable series or class of stock Preferred Stock elect a person to fill such directorship by vote or written consent in lieu of a meeting; and no such directorship may be filled by stockholders of the Corporation other than by the stockholders of the Corporation that are entitled to elect a person to fill such directorship, voting exclusively and as a separate classclasses. The holders of record of the shares of Common Stock and of any other class or series of voting stock (including the Preferred Stock), exclusively and voting together as a single classclass and not as separate series, and on an as as-converted basis, shall be entitled to elect the balance of the total number of directors of the Corporation by vote of a majority of such sharesCorporation. At any meeting held for the purpose of electing a director, the presence in person or by proxy of the holders of a majority of the outstanding shares of the class or series entitled to elect such director shall constitute a quorum for the purpose of electing such director. Except as otherwise provided in this Subsection 4.23.2, a vacancy in any directorship filled by the holders of any class or series shall be filled only by vote or written consent in lieu of a meeting of the holders of such class or series or by any remaining director or directors elected by the holders of such class or series pursuant to this Subsection 4.23.2. The rights of the holders of the Series A Preferred Stock under the first sentence of this Subsection 3.2 shall terminate on the first date following the Series D Original Issue Date (as defined below) on which there are issued and outstanding less than 1,000,000 shares of Series A Preferred Stock (subject to appropriate adjustment in the event of any stock dividend, stock split, combination or other similar recapitalization with respect to the Series A Preferred Stock). The rights of the holders of the Series B Preferred Stock under the second sentence of this Subsection 3.2 shall terminate on the first date following the Series D Original Issue Date (as defined below) on which there are issued and outstanding less than 1,000,000 shares of Series B Preferred Stock (subject to appropriate adjustment in the event of any stock dividend, stock split, combination or other similar recapitalization with respect to the Series B Preferred Stock).

Election of Directors. The holders So long as the number of record of the outstanding shares of Series C-1 Preferred Stock and Series C-2 Preferred Stock, exclusively and as a separate classin the aggregate, shall equal or exceed such number of shares that can be entitled to elect three converted into Common Stock which represents beneficial ownership of more than five percent (35%) directors of the Corporation; provided, however, that, at any time there are any outstanding shares of Series A-1 Preferred Common Stock issued and outstanding(without regard to or giving effect to any limitations on the ability to convert in effect prior to the date of the first Shareholder Issuance Vote (as defined in the Securities Purchase Agreement)), in lieu of the holders of record of the shares of Series C-1 Preferred Stock and Series C-2 Preferred Stock, the holders of record of shares of Series A-1 Preferred Stock voting together as a single class, shall be entitled to elect three one (31) directors director of the Corporation (the “Preferred DirectorsSeries C Director”); provided. For purposes of this Subsection 6.2, further, that for administrative convenience, the initial Preferred Directors may also beneficial ownership shall be appointed determined by the Board of Directors Corporation in connection accordance with the approval Section 13(d) of the initial issuance of Preferred Stock without a separate action by Exchange Act and the holders of Preferred Stockrules and regulations promulgated thereunder. Any director elected as provided in the preceding sentences may be removed with or without cause by, and only by, the affirmative vote of the holders of the shares Series C-1 Preferred Stock and the holders of the class or series of stock entitled to elect such director or directorsSeries C-2 Preferred Stock, given either at a special meeting of such stockholders duly called for that purpose or pursuant to a written consent of stockholders. If the holders of shares of any class or series Series C-1 Preferred Stock and the holders of stock the Series C-2 Preferred Stock fail to elect such a sufficient number of directors to fill all directorships for which they are entitled to elect directors, voting exclusively and as a separate class, pursuant to the first sentence of this Subsection 4.2director, then any directorship not so filled shall remain vacant until such time as the holders of such series or class the Series C-1 Preferred Stock and the holders of stock the Series C-2 Preferred Stock elect a person to fill such directorship by vote or written consent in lieu of a meeting; and no such directorship may be filled by stockholders of the Corporation other than by the stockholders holders of shares of Series C-1 Preferred Stock and the holders of the Corporation that are entitled to elect a person to fill such directorshipSeries C-2 Preferred Stock, voting exclusively and as a separate class. The Any vacancy in the position of Series C Director shall be filled by the holders of record the Series C-1 Preferred Stock and the holders of the shares Series C-2 Preferred Stock by vote or written consent in lieu of Common Stock a meeting; and of any other class or series of voting stock (including the Preferred Stock), exclusively and voting together as a single class, on an as converted basis, shall no such directorship may be entitled to elect the balance of the total number of directors filled by stockholders of the Corporation other than by vote the holders of the Series C-1 Preferred Stock and the holders of the Series C-2 Preferred Stock, voting exclusively and as a majority of such sharesseparate class. At any meeting held for the purpose of electing a directorthe Series C Director, the presence in person or by proxy of the holders of a majority majority, in the aggregate, of the outstanding shares of the class or series entitled to elect such director Series C-1 Preferred Stock and Series C-2 Preferred Stock shall constitute a quorum for the purpose of electing such director. Except as otherwise provided in this Subsection 4.2, a vacancy in any directorship filled by the holders of any class or series shall be filled only by vote or written consent in lieu of a meeting of the holders of such class or series or by any remaining director or directors elected by the holders of such class or series pursuant to this Subsection 4.2Series C Director.

Election of Directors. The holders of record of the shares of Preferred Stock, exclusively and as a separate class, shall be entitled to elect three one (31) directors director of the Corporation; provided, however, that, at any time there are any shares of Series A-1 Corporation (the “Preferred Stock issued Director”) and outstanding, in lieu of the holders of record of the shares of Preferred Common Stock, the holders of record of shares of Series A-1 Preferred Stock exclusively and as a separate class, shall be entitled to elect three one (31) directors director of the Corporation (the “Preferred Directors”); provided, further, that for administrative convenience, the initial Preferred Directors may also be appointed by the Board of Directors in connection with the approval of the initial issuance of Preferred Stock without a separate action by the holders of Preferred StockCorporation. Any director elected as provided in the preceding sentences sentence may be removed without cause by, and only by, the affirmative vote of the holders of the shares of the class or series of capital stock entitled to elect such director or directors, given either at a special meeting of such stockholders duly called for that purpose or pursuant to a written consent of stockholders. If the holders of shares of any class Preferred Stock or series of stock Common Stock, as the case may be, fail to elect a sufficient number of directors to fill all directorships for which they are entitled to elect directors, voting exclusively and as a separate class, pursuant to the first sentence of this Subsection 4.23.2, then any directorship not so filled shall remain vacant until such time as the holders of such series the Preferred Stock or class of stock Common Stock, as the case may be, elect a person to fill such directorship by vote or written consent in lieu of a meeting; and no such directorship may be filled by stockholders of the Corporation other than by the stockholders of the Corporation that are entitled to elect a person to fill such directorship, voting exclusively and as a separate class. The holders of record of the shares of Common Stock and of any other class or series of voting stock (including the Series A Preferred Stock and the Series A-2 Preferred Stock), exclusively and voting together as a single class, class (on an as as-converted to Common Stock basis), shall be entitled to elect the balance of the total number of directors of the Corporation by vote of a majority of such sharesCorporation. At any meeting held for the purpose of electing a director, the presence in person or by proxy of the holders of a majority of the outstanding shares of the class or series entitled to elect such director shall constitute a quorum for the purpose of electing such director. Except as otherwise provided in this Subsection 4.23.2, a vacancy in any directorship filled by the holders of any class or series shall be filled only by vote or written consent in lieu of a meeting of the holders of such class or series or by any remaining director or directors elected by the holders of such class or series pursuant to this Subsection 4.23.2.

Election of Directors. The holders of record of the shares of Series A Preferred Stock, Series B Preferred Stock and/or Series C Preferred Stock (together, the “ABC Preferred Stock”), exclusively and as a separate class, shall be entitled to elect one (1) director of the Corporation (the “Preferred Stock Director”) and the holders of record of the shares of Common Stock, exclusively and as a separate class, shall be entitled to elect three one (31) directors director of the Corporation; provided, however, that, at any time there are any shares of Series A-1 Preferred Stock issued and outstanding, in lieu of the holders of record of the shares of Preferred Stock, the holders of record of shares of Series A-1 Preferred Stock shall be entitled to elect three (3) directors of the Corporation (the “Preferred Directors”); provided, further, that for administrative convenience, the initial Preferred Directors may also be appointed by the Board of Directors in connection with the approval of the initial issuance of Preferred Stock without a separate action by the holders of Preferred Stock. Any director elected as provided in the preceding sentences sentence may be removed without cause by, and only by, the affirmative vote of the holders of the shares of the class or series of capital stock entitled to elect such director or directors, given either at a special meeting of such stockholders duly called for that purpose or pursuant to a written consent of stockholders. If the holders of shares of any class ABC Preferred Stock or series of stock Common Stock, as the case may be, fail to elect a sufficient number of directors to fill all directorships for which they are entitled to elect directors, voting exclusively and as a separate class, pursuant to the first sentence of this Subsection 4.23.2, then any directorship not so filled shall remain vacant until such time as the holders of such series the ABC Preferred Stock or class of stock Common Stock, as the case may be, elect a person to fill such directorship by vote or written consent in lieu of a meeting; and no such directorship may be filled by stockholders of the Corporation other than by the stockholders of the Corporation that are entitled to elect a person to fill such directorship, voting exclusively and as a separate class. The holders of record of the shares of Common Stock and of any other class or series of voting stock (including the Series A Preferred Stock), Series A-2 Preferred Stock, Series B Preferred Stock, Series C Preferred Stock and Series D Preferred Stock (together, the “Voting Preferred Stock”) other than the Series D-1 Preferred Stock, exclusively and voting together as a single class, class (on an as as-converted to Common Stock basis), shall be entitled to elect the balance of the total number of directors of the Corporation by vote of a majority of such sharesCorporation. At any meeting held for the purpose of electing a director, the presence in person or by proxy of the holders of a majority of the outstanding shares of the class or series entitled to elect such director shall constitute a quorum for the purpose of electing such director. Except as otherwise provided in this Subsection 4.23.2, a vacancy in any directorship filled by the holders of any class or series shall be filled only by vote or written consent in lieu of a meeting of the holders of such class or series or by any remaining director or directors elected by the holders of such class or series pursuant to this Subsection 4.23.2.

Election of Directors. The holders of record of Parties and the shares of Preferred StockCorporation shall take all --------------------- action within their respective power, exclusively and as a separate classincluding, shall be entitled to elect three (3) directors of the Corporation; provided, however, that, at any time there are any shares of Series A-1 Preferred Stock issued and outstanding, in lieu of the holders of record of the shares of Preferred Stockbut not limited to, the holders voting of record of shares of Series A-1 Preferred Capital Stock shall be entitled to elect three (3) directors of the Corporation (to the “Preferred Directors”extent that any such Person holds Capital Stock of the Corporation entitled to vote thereon); provided, further, that for administrative convenience, required to cause the initial Preferred Directors may also be appointed Board to at all times consist of no more than five members (subject to the other provisions of this Section 2.2(b)) comprised of: (i) two members designated by the Board of Directors in connection with Group A Representative for as long as the approval Group A Holders collectively own at least 20% of the initial issuance of Preferred Fully-Diluted Common Stock without a separate action and one member designated by the holders Group A Representative for as long as the Group A Holders collectively own at least 10% but less than 20% of Preferred the Fully-Diluted Common Stock; (ii) prior to a CHEX Change of Control only, two members designated by the Group B Representative for as long as the Group B Holders collectively own at least 20% of the Fully-Diluted Common Stock and one member designated by the Group B Representative for as long as the Group B Holders collectively own at least 10% but less than 20% of the Fully-Diluted Common Stock; and (iii) the then chief executive officer of the Corporation. Any director elected as provided In the event that any Director (a "Withdrawing Director") designated in the manner set forth in the preceding sentences may sentence is unable to serve, or once having commenced to serve, is removed or withdraws from the Board, such Withdrawing Director's replacement (the "Substitute Director") on the Board shall be removed without designated in accordance with this Section 2.2(b) by the Party entitled to designate such Director. The Corporation and each of the Parties agrees to take all action within its or his power, including, but not limited to, (i) the voting of Capital Stock of the Corporation to cause bythe election of such Substitute Director as soon as practicable following his designation and (ii) the instructing of the Directors it had previously designated to serve as members of the Board, as the first order of business at the first meeting thereof after such Substitute Director has been so designated, to vote to seat such designated Substitute Director as a Director in place of the Withdrawing Director. Notwithstanding the foregoing provisions of this Section 2.2(b), at any time, and only byfrom time to time, by notice to the Board, as long as the Group A Holders collectively own at least 30% of the Fully-Diluted Common Stock, the affirmative vote Group A Representative shall have the right to cause the Board to be increased to add, if the Group A Holders collectively own at least 30% but less than 40% of the holders Fully-Diluted Common Stock, one additional member designated by the Group A Representative (for a total of three), and if the Group A Holders collectively own at least 40% of the shares Fully-Diluted Common Stock, two additional members designated by the Group A Representative (for a total of four) ("Additional Directors"). The Corporation and each of the class Parties agrees to take all action within its or series his power, including, but not limited to, (i) the voting of stock Capital Stock of the Corporation to cause the foregoing expansion of the Board and the election of such Additional Directors as soon as practicable following their designation and (ii) the instructing of the Directors it had previously designated to serve as members of the Board, as the first order of business at the first meeting thereof after such Additional Directors have been so designated, to vote to expand the Board as provided above and seat such designated Additional Directors as Directors. In the event any Party entitled to elect such director designate a Director or directors, given either at a special meeting of such stockholders duly called for that purpose or Directors pursuant to this Agreement fails to designate a written consent of stockholders. If the holders of shares of any class Director or series of stock fail to elect a sufficient number of directors to fill all Directors, such directorship or directorships for which they are entitled to elect directors, voting exclusively and as a separate class, pursuant to the first sentence of this Subsection 4.2, then any directorship not so filled shall remain vacant until unless such time as vacancy results in less than the holders minimum number of Directors required by law, in which case such series or class of stock elect a person to fill such directorship by vote or written consent in lieu of a meeting; and no such directorship may vacancy shall be filled by stockholders of the Corporation other than an individual elected by the stockholders of the Corporation that are entitled to elect a person to fill such directorship, voting exclusively and as a separate class. The holders of record of the shares of Common Stock and of any other class or series of voting stock (including the Preferred Stock), exclusively and voting together as a single class, on an as converted basis, shall be entitled to elect the balance of the total number of directors of the Corporation by vote of a majority of such shares. At any meeting held for the purpose of electing a director, the presence in person or by proxy of the holders of a majority of the outstanding shares of the class or series entitled to elect such director shall constitute a quorum for the purpose of electing such director. Except as otherwise provided in this Subsection 4.2, a vacancy in any directorship filled by the holders of any class or series shall be filled only by vote or written consent in lieu of a meeting of the holders of such class or series or by any remaining director or directors elected by the holders of such class or series pursuant to this Subsection 4.2Directors then serving.

Election of Directors. The holders of record So long as the Xxxxxxx Holders hold at least thirty-five percent (35%) of the originally issued shares of Series A Preferred Stock, exclusively and the Xxxxxxx Holders (or if no such shares are held by a Xxxxxxx Holder, any transferee of shares of Series A Preferred Stock consented to by the Corporation (which consent shall not be unreasonably withheld) (the "Permitted Preferred Transferee)), shall be entitled, but not required, to elect up to two (2) directors of the Corporation. So long as the Xxxxxxx Holders hold at least twenty percent (20%), but less than thirty-five (35%) percent, of the originally issued shares of Series A Preferred Stock, the Xxxxxxx Holders (or if no such shares are held by a Xxxxxxx Holder, any Permitted Preferred Transferee), shall be entitled, but not required, to elect one (1) director of the Corporation. A director elected in accordance with this Section 4 is referred to as a separate class"Preferred Director". Holders of at least a majority of the outstanding shares of Series A Preferred Stock shall exercise their right, as described above, to elect each Preferred Director by written notice to the Corporation of the identity of the person nominated to serve as Preferred Director, and requesting the Corporation to call a meeting of the holders of Series A Preferred Stock to act upon such nomination. Each such nomination shall be subject to approval by the Corporation, such approval not to be unreasonably withheld. Promptly upon such request, the holders of Series A Preferred Stock, consenting or voting as a class (as the case may be), shall be entitled to elect three (3) directors of the Corporation; provided, however, that, a Preferred Director at any time there are any shares of Series A-1 Preferred Stock issued and outstanding, meeting (or in lieu of the holders of record of the shares of Preferred Stock, the holders of record of shares of Series A-1 Preferred Stock shall be entitled to elect three (3) directors of the Corporation (the “Preferred Directors”); provided, further, that for administrative convenience, the initial Preferred Directors may also be appointed by the Board of Directors in connection with the approval of the initial issuance of Preferred Stock without a separate action by the holders of Preferred Stock. Any director elected as provided in the preceding sentences may be removed without cause by, and only by, the affirmative vote of the holders of the shares of the class or series of stock entitled to elect such director or directors, given either at a special meeting of such stockholders duly called for that purpose or pursuant to a written consent of stockholders. If the holders of shares of any class or series of stock fail to elect a sufficient number of directors to fill all directorships for which they are entitled to elect directors, voting exclusively and as a separate class, pursuant to the first sentence of this Subsection 4.2, then any directorship not so filled shall remain vacant until such time as the holders of such series or class of stock elect a person to fill such directorship by vote or written consent in lieu of a meeting; and no such directorship may be filled by stockholders of the Corporation other than by the stockholders of the Corporation that are entitled to elect a person to fill such directorship, voting exclusively and as a separate class. The holders of record of the shares of Common Stock and of any other class or series of voting stock (including the Preferred Stock), exclusively and voting together as a single class, on an as converted basis, shall be entitled to elect the balance of the total number of directors of the Corporation by vote of a majority of such shares. At any meeting thereof) held for the purpose of electing directors until such time as holders of at least a directormajority of the outstanding shares of Series A Preferred Stock shall notify the Corporation in writing that they no longer wish to exercise their right to elect a Preferred Director. At any meeting (or in a written consent in lieu thereof) held for the purpose of electing directors, (x) the presence in person or by proxy (or the written consent) of the holders representing a majority of the shares of Series A Preferred Stock then outstanding shall constitute a quorum of such class for the election of a Preferred Director; and (y) the absence of the presence in person or by proxy (or written consent) of the holders representing less than a majority of the shares of Common Stock then outstanding shall not affect the right of a quorum of holders of Series A Preferred Stock to elect a Preferred Director. Any Preferred Director may be removed with or without cause by, and shall not be removed except by, the holders representing a majority of the shares of Series A Preferred Stock then outstanding, present in person or by proxy and voting at a meeting of stockholders, or of the holders of Series A Preferred Stock called for that purpose, or by written consent signed by the holders representing a majority of the outstanding shares of the class or series entitled to elect such director shall constitute a quorum for the purpose of electing such directorSeries A Preferred Stock then outstanding. Except as otherwise provided in this Subsection 4.2, a A vacancy in any the directorship filled to be held by the holders of any class or series a Preferred Director shall be filled only by vote or written consent in lieu of the holders of the Series A Preferred Stock as provided above. Unless otherwise required by the laws of the State of New York, any holder or holders of at least a majority of the outstanding shares of Series A Preferred Stock shall have the right to call a meeting of the holders of such class or series or by any remaining director or directors elected by Series A Preferred Stock of the holders Corporation for the purpose of such class or series pursuant to this Subsection 4.2electing a Preferred Director and filling vacancies of Preferred Directors.

Election of Directors. 3.2.1 The holders of record of the shares of Series A Preferred Stock, exclusively and as a separate class, shall be entitled to elect three (3) directors of the Corporation; provided, however, that, at any time there are any shares of Series A-1 Preferred Stock issued Corporation and outstanding, in lieu of the holders of record of the shares of Preferred Class A Common Stock and Class B Common Stock, the holders of record of shares of Series A-1 Preferred Stock exclusively and voting together as a single class, shall be entitled to elect three (3) directors of the Corporation (the “Preferred Directors”); providedor, furtherif applicable, that for administrative convenience, the initial Preferred Directors such greater number of directors as may also be appointed provided by the Board of Directors in connection with the approval of the initial issuance of Preferred Stock without a separate action by the holders of Preferred StockSubsection 3.2.2. Any director elected as provided in the preceding sentences sentence may be removed without cause by, and only by, the affirmative vote of the holders of the shares of the class or series of capital stock entitled to elect such director or directors, given either at a special meeting of such stockholders duly called for that purpose or pursuant to a written consent of stockholders. If the holders of shares of any class Series A Preferred Stock or series of stock Class A Common Stock and Class B Common Stock, as the case may be, fail to elect a sufficient number of directors to fill all directorships for which they are entitled to elect directors, voting exclusively and as a separate class, pursuant to the first sentence of this Subsection 4.23.2.1, then any directorship not so filled shall remain vacant until such time as the holders of such series the Series A Preferred Stock or class of stock Class A Common Stock and Class B Common Stock, as the case may be, elect a person to fill such directorship by vote or written consent in lieu of a meeting; and no such directorship may be filled by stockholders of the Corporation other than by the stockholders of the Corporation that are entitled to elect a person to fill such directorship, voting exclusively and as a separate class. The holders of record of the shares of Class A Common Stock and Class B Common Stock and of any other class or series of voting stock (including the Series A Preferred Stock), exclusively and voting together as a single class, class on an as as-converted to Class A Common Stock basis, shall be entitled to elect the balance of the total number of directors of the Corporation by vote of a majority of such shares. At any meeting held for the purpose of electing a director, the presence in person or by proxy of the holders of a majority of the outstanding shares of the class or series entitled to elect such director shall constitute a quorum for the purpose of electing such director. Except as otherwise provided in this Subsection 4.2, a vacancy in any directorship filled by the holders of any class or series shall be filled only by vote or written consent in lieu of a meeting of the holders of such class or series or by any remaining director or directors elected by the holders of such class or series pursuant to this Subsection 4.2directors.

Election of Directors. The holders of record of 64% of the shares of Series A Preferred Stock, voting exclusively and as a separate class, shall be entitled to elect three four (34) directors of the Corporation; provided, however, that, Corporation at any time there are any shares election of directors (the “Series A-1 Preferred Stock issued and outstanding, in lieu of the A Directors”). The holders of record of 66-2/3% of the shares of Series B Preferred Stock, the holders of record of shares of Series A-1 Preferred Stock voting exclusively and as a separate class, shall be entitled to elect three one (31) directors director of the Corporation at any election of directors (the “Series B Director”, and together with the Series A Directors, the “Preferred Directors”); provided, further, that for . For administrative convenience, the initial Preferred Directors Series B Director may also be appointed by the Board of Directors in connection with the approval of the initial issuance of Series B Preferred Stock without a separate action by the holders of record of 66-2/3% of the shares of Series B Preferred Stock. Any director elected as provided in the preceding sentences may be removed without cause by, and only by, the affirmative vote of the holders of the shares of the class or series of capital stock entitled to elect such director or directors, given either at a special meeting of such stockholders duly called for that purpose or pursuant to a written consent of stockholders. If the holders of shares of any class or series of stock Preferred Stock fail to elect a sufficient number of directors to fill all directorships for which they are entitled to elect directors, voting exclusively and as a separate classclasses, pursuant to the first sentence two sentences of this Subsection 4.23.2, then any directorship not so filled shall remain vacant until such time as the holders of such the applicable series or class of stock Preferred Stock elect a person to fill such directorship by vote or written consent in lieu of a meeting; and no such directorship may be filled by stockholders of the Corporation other than by the stockholders of the Corporation that are entitled to elect a person to fill such directorship, voting exclusively and as a separate classclasses. The holders of record of the shares of Common Stock and of any other class or series of voting stock (including the Preferred Stock), exclusively and voting together as a single classclass and not as separate series, and on an as as-converted basis, shall be entitled to elect the balance of the total number of directors of the Corporation by vote of a majority of such sharesCorporation. At any meeting held for the purpose of electing a director, the presence in person or by proxy of the holders of a majority of the outstanding shares of the class or series entitled to elect such director shall constitute a quorum for the purpose of electing such director. Except as otherwise provided in this Subsection 4.23.2, a vacancy in any directorship filled by the holders of any class or series shall be filled only by vote or written consent in lieu of a meeting of the holders of such class or series or by any remaining director or directors elected by the holders of such class or series pursuant to this Subsection 4.23.2. The rights of the holders of the Series A Preferred Stock under the first sentence of this Subsection 3.2 shall terminate on the first date following the Series A Original Issue Date (as defined below) on which there are issued and outstanding less than 1,000,000 shares of Series A Preferred Stock (subject to appropriate adjustment in the event of any stock dividend, stock split, combination or other similar recapitalization with respect to the Series A Preferred Stock). The rights of the holders of the Series B Preferred Stock under the second sentence of this Subsection 3.2 shall terminate on the first date following the Series B Original Issue Date (as defined below) on which there are issued and outstanding less than 1,000,000 shares of Series B Preferred Stock (subject to appropriate adjustment in the event of any stock dividend, stock split, combination or other similar recapitalization with respect to the Series B Preferred Stock).

Election of Directors. The In the election of directors of the Board, the holders of record of the shares of Series A Preferred StockShares, exclusively and as a separate classin addition to the other voting rights set forth herein, shall be entitled to elect three that number of directors equal to the quotient (3rounded up to the next highest whole number) of (i) (A) the number of directors seats on the Board that are not for appointment by the holders of the Series A Preferred Shares multiplied by (B) the Preferred Percentage, divided by (ii) the result of one minus the Preferred Percentage. Each such director shall be referred to herein as a “Preferred Director”. The holders of Series A Preferred Shares shall have the special right, voting separately as a single class (with each share being entitled to one vote) and to the exclusion of all other classes of the Corporation; provided’s stock, however, that, at any time there are any shares of Series A-1 Preferred Stock issued and outstanding, in lieu to elect individuals to fill such directorships or vacancies thereof. The special right of the holders of record Series A Preferred Shares to elect members of the shares of Preferred Stock, the holders of record of shares of Series A-1 Preferred Stock shall be entitled to elect three (3) directors of the Corporation (the “Preferred Directors”); provided, further, that for administrative convenience, the initial Preferred Directors may also be appointed by the Board of Directors in connection with the approval of the initial issuance of Preferred Stock without a separate action by the holders of Preferred Stock. Any director elected as provided in the preceding sentences may be exercised at the special meeting called pursuant to Section 12(c), at any annual or other special meeting of stockholders and pursuant to a written consent in lieu of a stockholders meeting as set forth in Section 10(a). Each Preferred Director appointed pursuant to this Section 10(b) shall continue to hold office until such Preferred Director is removed without cause by, and only by, from office by the affirmative vote of the holders Series A Preferred Majority Holders or at such time as such Preferred Director’s death, resignation, retirement or disqualification. Any vacancy created by the removal, death, resignation, retirement or disqualification of a Preferred Director shall be filled by the affirmative vote of the shares of the class or series of stock entitled to elect such director or directors, given either at a special meeting of such stockholders duly called for that purpose or pursuant to a written consent of stockholdersSeries A Preferred Majority Holders. If the holders of shares of the Series A Preferred Shares for any class or series of stock reason fail to elect a sufficient number of directors anyone to fill all directorships for which they are entitled to elect directorsany such directorship or vacancy, voting exclusively and as a separate class, pursuant to the first sentence of this Subsection 4.2, then any directorship not so filled such position shall remain vacant until such time as the such holders of such series or class of stock elect a person director to fill such directorship by vote or written consent in lieu of a meeting; position and no such directorship may shall not be filled by stockholders resolution or vote of the Corporation Board or the Corporation’s other than by the stockholders of the Corporation that are entitled to elect a person to fill such directorship, voting exclusively and as a separate classstockholders. The Company and the Board shall take all such action as may be reasonably requested by such holders of record of the shares of Common Stock and of any other class or series of voting stock to effect this Section 10(b) (including nominating and recommending the Preferred Stock), exclusively and voting together as a single class, on an as converted basis, shall be entitled to elect the balance of the total number of directors of the Corporation by vote of a majority of such shares. At any meeting held for the purpose of electing a director, the presence in person or by proxy designees of the holders of the Series A Preferred Shares for election and calling a majority of the outstanding shares of the class or series entitled to elect such director shall constitute a quorum for the purpose of electing such director. Except as otherwise provided in this Subsection 4.2, a vacancy in any directorship filled by the holders of any class or series shall be filled only by vote or written consent in lieu of a special meeting of the holders of such class or series or by any remaining director or directors elected by the holders of such class or series pursuant to this Subsection 4.2Series A Preferred).

Election of Directors. The holders of record of From and after the shares of Preferred StockClosing Date, exclusively and as a separate class, Seller shall be entitled to elect three nominate two (32) directors individuals for election to the Keebler Board of the Corporation; Directors, provided, however, that, that if Seller (together with its Affiliates) ceases to beneficially own at any time there are any least 6,879,000 shares of Series A-1 Preferred Keebler Stock issued and outstandingon a fully-diluted basis, in lieu of the holders of record of the shares of Preferred Stock, the holders of record of shares of Series A-1 Preferred Stock Seller shall only be entitled to elect three nominate one (31) directors individual for election to the Keebler Board of the Corporation (the “Preferred Directors”); Directors pursuant to this Section 12.1, and provided, further, that if Seller (together with its Affiliates) ceases to beneficially own at least 2,866,250 shares of Keebler Stock on a fully-diluted basis, Seller shall no longer be entitled to nominate an individual to the Keebler Board of Directors pursuant to this Section 12.1. Purchaser agrees to vote, in person or by proxy, or to enter into written consents in respect of, all of the Keebler Stock owned by Purchaser at any annual or special meeting of the stockholders of Keebler called for administrative conveniencethe purpose of voting on the election of Directors or by consensual action of stockholders without a meeting with respect to the election of Directors, in favor of the initial Preferred election of the individuals nominated by Seller in accordance with this Section 12.1. At all times Seller shall have the right to recommend the removal, with or without cause, of such Directors and the nomination of a replacement therefor. At such time as Seller (together with its Affiliates) becomes the beneficial owner of less than 6,879,000 shares of Keebler Stock, on a fully-diluted basis, Seller shall cause one of the Directors nominated by it and then serving on the Keebler Board of Directors pursuant to this Section 12.1 to tender his or her resignation. At such time as Seller (together with its Affiliates) becomes the beneficial owner of less than 2,866,250 shares of Keebler Stock, on a fully diluted basis, Seller shall cause each of the Directors nominated by it and then serving on the Keebler Board of Directors pursuant to this Section 12.1 to tender his or her resignation. Only Keebler Stock owned by Seller on the date hereof shall be counted for purposes of determining whether Seller (together with its Affiliates) holds the requisite percentages to be entitled to nominate Directors. In addition, for so long as Seller is entitled to nominate at least one Director, it may also be appointed by designate one of its nominees to sit on each committee of the Board of Directors in connection with the approval of the initial issuance of Preferred Stock without a separate action by the holders of Preferred Stock. Any director elected as provided in the preceding sentences may be removed without cause by, and only by, the affirmative vote of the holders of the shares of the class or series of stock entitled to elect unless such director or directors, given either at a special meeting of is prohibited from sitting on such stockholders duly called for that purpose or pursuant to a written consent of stockholders. If committee under the holders of shares rules of any class applicable stock exchange or series of stock fail to elect a sufficient number of directors to fill all directorships for which they are entitled to elect directors, voting exclusively and as a separate class, pursuant to the first sentence of this Subsection 4.2, then any directorship not so filled shall remain vacant until such time as the holders of such series or class of stock elect a person to fill such directorship by vote or written consent in lieu of a meeting; and no such directorship may be filled by stockholders of the Corporation other than by the stockholders of the Corporation that are entitled to elect a person to fill such directorship, voting exclusively and as a separate class. The holders of record of the shares of Common Stock and of any other class or series of voting stock (including the Preferred Stock), exclusively and voting together as a single class, on an as converted basis, shall be entitled to elect the balance of the total number of directors of the Corporation by vote of a majority of such shares. At any meeting held for the purpose of electing a director, the presence in person or by proxy of the holders of a majority of the outstanding shares of the class or series entitled to elect such director shall constitute a quorum for the purpose of electing such director. Except as otherwise provided in this Subsection 4.2, a vacancy in any directorship filled by the holders of any class or series shall be filled only by vote or written consent in lieu of a meeting of the holders of such class or series or by any remaining director or directors elected by the holders of such class or series pursuant to this Subsection 4.2regulatory authority.

Election of Directors. The So long as any shares of Series A Convertible Preferred Stock remain outstanding, the holders of record of the shares of Series A Convertible Preferred Stock, exclusively and as a separate class, shall be entitled to elect three (3) directors of the Corporation; provided, however, that, at any time there are any shares of Series A-1 Preferred Stock issued and outstanding, in lieu of the holders of record of the shares of Preferred Stock, the holders of record of shares of Series A-1 Preferred Stock shall be entitled to elect three (3) directors one director of the Corporation (the “Preferred DirectorsSeries A Director”); provided, furtherhowever, that for administrative convenience, the initial Preferred Directors Series A Director may also be appointed by the Board of Directors of the Corporation in connection with the approval of the initial issuance of Series A Convertible Preferred Stock without a separate action by the holders of Series A Convertible Preferred Stock. Any director elected as provided in the preceding sentences sentence may be removed without cause by, and only by, the affirmative vote of the holders of the shares of the class or series of capital stock entitled to elect such director or directors, given either at a special meeting of such stockholders duly called for that purpose or pursuant to a written consent of stockholders. If the holders of shares of any class or series of stock Series A Convertible Preferred Stock, as the case may be, fail to elect a sufficient number of directors to fill all directorships for which they are entitled to elect directors, voting exclusively and as a separate class, pursuant to the first sentence of this Subsection 4.2Section 6(b), then any directorship not so filled shall remain vacant until such time as the holders of such series or class of stock the Series A Convertible Preferred Stock elect a person to fill such directorship by vote or written consent in lieu of a meeting; and no such directorship may be filled by stockholders of the Corporation other than by the stockholders of the Corporation that are entitled to elect a such person to fill such directorship, voting exclusively and as a separate class. The holders of record of the shares of Common Stock and of any other class or series of voting stock (including the Preferred Stock), exclusively and voting together as a single class, on an as converted basis, shall be entitled to elect the balance of the total number of directors of the Corporation by vote of a majority of such shares. At any meeting held for the purpose of electing a director, the presence in person or by proxy of the holders of a majority of the outstanding shares of the class or series entitled to elect such director shall constitute a quorum for the purpose of electing such director. Except as otherwise provided in this Subsection 4.2Section 6(b), a vacancy in any directorship filled by the holders of any class or classes or series shall be filled only by vote or written consent in lieu of a meeting of the holders of such class or classes or series or by any remaining director or directors elected by the holders of such class or classes or series pursuant to this Subsection 4.2Section 6(b).

Election of Directors. The holders of record of 64% of the shares of Series A Preferred Stock, voting exclusively and as a separate class, shall be entitled to elect three four (34) directors of the Corporation; provided, however, that, Corporation at any time there are any shares election of directors (the “Series A-1 Preferred Stock issued and outstanding, in lieu of the A Directors”). The holders of record of 66-2/3% of the shares of Series B Preferred Stock, the holders of record of shares of Series A-1 Preferred Stock voting exclusively and as a separate class, shall be entitled to elect three one (31) directors director of the Corporation at any election of directors (the “Series B Director”, and together with the Series A Directors, the “Preferred Directors”); provided, further, that for . For administrative convenience, the initial Preferred Directors Series B Director may also be appointed by the Board of Directors in connection with the approval of the initial issuance of Series B Preferred Stock without a separate action by the holders of record of 66-2/3% of the shares of Series B Preferred Stock. Any director elected as provided in the preceding sentences may be removed without cause by, and only by, the affirmative vote of the holders of the shares of the class or series of capital stock entitled to elect such director or directors, given either at a special meeting of such stockholders duly called for that purpose or pursuant to a written consent of stockholders. If the holders of shares of any class or series of stock Preferred Stock fail to elect a sufficient number of directors to fill all directorships for which they are entitled to elect directors, voting exclusively and as a separate classclasses, pursuant to the first sentence two sentences of this Subsection 4.23.2, then any directorship not so filled shall remain vacant until such time as the holders of such the applicable series or class of stock Preferred Stock elect a person to fill such directorship by vote or written consent in lieu of a meeting; and no such directorship may be filled by stockholders of the Corporation other than by the stockholders of the Corporation that are entitled to elect a person to fill such directorship, voting exclusively and as a separate classclasses. The holders of record of the shares of Common Stock and of any other class or series of voting stock (including the Preferred Stock), exclusively and voting together as a single classclass and not as separate series, and on an as as-converted basis, shall be entitled to elect the balance of the total number of directors of the Corporation by vote of a majority of such sharesCorporation. At any meeting held for the purpose of electing a director, the presence in person or by proxy of the holders of a majority of the outstanding shares of the class or series entitled to elect such director shall constitute a quorum for the purpose of electing such director. Except as otherwise provided in this Subsection 4.23.2, a vacancy in any directorship filled by the holders of any class or series shall be filled only by vote or written consent in lieu of a meeting of the holders of such class or series or by any remaining director or directors elected by the holders of such class or series pursuant to this Subsection 4.23.2. The rights of the holders of the Series A Preferred Stock under the first sentence of this Subsection 3.2 shall terminate on the first date following the Series C Original Issue Date (as defined below) on which there are issued and outstanding less than 1,000,000 shares of Series A Preferred Stock (subject to appropriate adjustment in the event of any stock dividend, stock split, combination or other similar recapitalization with respect to the Series A Preferred Stock). The rights of the holders of the Series B Preferred Stock under the second sentence of this Subsection 3.2 shall terminate on the first date following the Series C Original Issue Date (as defined below) on which there are issued and outstanding less than 1,000,000 shares of Series B Preferred Stock (subject to appropriate adjustment in the event of any stock dividend, stock split, combination or other similar recapitalization with respect to the Series B Preferred Stock).

Election of Directors. The Board of Directors shall be composed of five members; provided that at the election of holders of a majority of the outstanding Series B Preferred (the “Board Expansion Right”), the Board of Directors shall be increased by two members (the “Additional Series B Directors”), for a total of seven members. The holders of record of the shares of Series B Preferred Stock, exclusively and as a separate class, shall be entitled to elect three (3) two directors of the Corporation; providedCorporation (or four directors in the event that they exercise their Board Expansion Right) (including any Additional Series B Directors, howeverthe “Series B Directors”), that, at any time there are any shares of Series A-1 Preferred Stock issued and outstanding, in lieu of the holders of record of the shares of Common Stock and Series B Preferred Stock, the holders of record of shares of Series A-1 Preferred Stock voting together, shall be entitled to elect three (3) directors of the Corporation (the “Preferred Directors”); provided, further, that for administrative convenience, the initial Preferred Directors may also be appointed by the Board of Directors in connection with the approval of the initial issuance of Preferred Stock without a separate action by the holders of Preferred StockCorporation. Any director elected as provided in the preceding sentences may be removed without cause by, and only by, the affirmative vote of the holders of the shares of the class or series of capital stock entitled to elect such director or directors, given either at a special meeting of such stockholders duly called for that purpose or pursuant to a written consent of stockholders. If the holders of shares of any class Series B Preferred Stock or series of stock Common Stock, as the case may be, fail to elect a sufficient number of directors to fill all directorships for which they are entitled to elect directors, voting exclusively and as a separate class, pursuant to the first sentence of this Subsection 4.23.2, then any directorship not so filled shall remain vacant until such time as the holders of such series the Series B Preferred Stock or class of stock Common Stock, as the case may be, elect a person to fill such directorship by vote or written consent in lieu of a meeting; and no such directorship may be filled by stockholders of the Corporation other than by the stockholders of the Corporation that are entitled to elect a person to fill such directorship, voting exclusively and as a separate class. The holders of record of the shares of Common Stock and of any other class or series of voting stock (including the Series B Preferred Stock), exclusively and voting together as a single class, on an as converted basis, shall be entitled to elect the balance of the total number of directors of the Corporation by vote of a majority of such sharesCorporation. At any meeting held for the purpose of electing a director, the presence in person or by proxy of the holders of a majority of the outstanding shares of the class or series entitled to elect such director shall constitute a quorum for the purpose of electing such director. Except as otherwise provided in this Subsection 4.23.2, a vacancy in any directorship filled by the holders of any class or series shall be filled only by vote or written consent in lieu of a meeting of the holders of such class or series or by any remaining director or directors elected by the holders of such class or series pursuant to this Subsection 4.23.2.

Election of Directors. The holders of record of the shares of Preferred Stock, exclusively and Investors voting together as a separate class, class shall be entitled have the right to elect three (3) directors Directors of the Corporation; provided, however, that, at any time there are any shares of Series A-1 Preferred Stock issued and outstanding, in lieu of the holders of record of the shares of Preferred Stock, the holders of record of shares of Series A-1 Preferred Stock shall be entitled to elect three (3) directors of the Corporation (the “Preferred Directors”); provided, further, that for administrative convenience, the initial Preferred Directors may also be appointed by the Board of Directors in connection with the approval of the initial issuance Company, two of whom shall meet the independence criteria of Nasdaq and of any other rules and regulations applicable to the Company. Notwithstanding the foregoing, to the extent that the number of outstanding shares of Series B Convertible Preferred Stock without and the number of shares of Common Stock which are held by the Investors are diminished as a separate action result of sale or other transfer, the number of Directors of the Board of Directors of the Company which may be elected by the holders of Preferred Stock. Any director elected as provided in thereof shall be proportionately reduced or eliminated to the preceding sentences may be removed without cause by, and only by, the affirmative vote of the holders of the shares of the class or series of stock entitled to elect such director or directors, given either at a special meeting extent that total number of such stockholders duly called for that purpose shares is nearer to two-thirds, one-third or pursuant to a written consent of stockholders. If the holders of shares of any class or series of stock fail to elect a sufficient number of directors to fill all directorships for which they are entitled to elect directors, voting exclusively and as a separate class, pursuant zero compared to the first sentence of this Subsection 4.2, then initial total number thereof. At any directorship not so filled shall remain vacant until such time as the holders of such series meeting (or class of stock elect in a person to fill such directorship by vote or written consent in lieu of a meeting; and no such directorship may be filled by stockholders of the Corporation other than by the stockholders of the Corporation that are entitled to elect a person to fill such directorship, voting exclusively and as a separate class. The holders of record of the shares of Common Stock and of any other class or series of voting stock (including the Preferred Stock), exclusively and voting together as a single class, on an as converted basis, shall be entitled to elect the balance of the total number of directors of the Corporation by vote of a majority of such shares. At any meeting thereof) held for the purpose of electing a directorDirectors, the presence in person or by proxy (or the written consent) of the holders of a majority of the outstanding shares of Preferred Stock and of the class or series entitled to elect such director shares of Common Stock then held by the Investors shall constitute a quorum for the purpose election of electing such directorthe foregoing Directors. Except as otherwise provided in this Subsection 4.2, a A vacancy in any directorship filled elected pursuant to this paragraph by the holders of any class or series Investors shall be filled only by vote or written consent of such holders. In consideration of the foregoing rights, the Investors shall not participate in lieu the election of Directors set forth in Section 1(b)(iii) of the Certificate of Designation. GOVERNING LAW; MISCELLANEOUS. Governing Law. THIS AGREEMENT SHALL BE ENFORCED, GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF COLORADO APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED ENTIRELY WITHIN SUCH STATE, WITHOUT REGARD TO THE PRINCIPLES OF CONFLICT OF LAWS. THE PARTIES HERETO HEREBY SUBMIT TO THE EXCLUSIVE JURISDICTION OF THE UNITED STATES FEDERAL COURTS LOCATED IN DENVER, COLORADO WITH RESPECT TO ANY DISPUTE ARISING UNDER THIS AGREEMENT, THE AGREEMENTS ENTERED INTO IN CONNECTION HEREWITH OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY. BOTH PARTIES IRREVOCABLY WAIVE THE DEFENSE OF AN INCONVENIENT FORUM TO THE MAINTENANCE OF SUCH SUIT OR PROCEEDING. THE PARTIES FURTHER AGREE THAT SERVICE OF PROCESS UPON A PARTY MAILED BY FIRST CLASS MAIL SHALL BE DEEMED IN EVERY RESPECT EFFECTIVE SERVICE OF PROCESS UPON THE PARTY IN ANY SUCH SUIT OR PROCEEDING. NOTHING HEREIN SHALL AFFECT ANY PARTY'S RIGHT TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY LAW. THE PARTIES AGREE THAT A FINAL NON-APPEALABLE JUDGMENT IN ANY SUCH SUIT OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON SUCH JUDGMENT OR IN ANY OTHER LAWFUL MANNER. THE PARTY WHICH DOES NOT PREVAIL IN ANY DISPUTE ARISING UNDER THIS AGREEMENT SHALL BE RESPONSIBLE FOR ALL FEES AND EXPENSES, INCLUDING ATTORNEYS' FEES, INCURRED BY THE PREVAILING PARTY IN CONNECTION WITH SUCH DISPUTE. Counterparts; Signatures by Facsimile. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original but all of which shall constitute one and the same agreement and shall become effective when counterparts have been signed by each party and delivered to the other party. This Agreement, once executed by a party, may be delivered to the other party hereto by facsimile transmission of a meeting copy of this Agreement bearing the signature of the holders of such class or series or by any remaining director or directors elected by the holders of such class or series pursuant to party so delivering this Subsection 4.2Agreement.

Election of Directors. The holders of record of (a) From and after the shares of Preferred Stock, exclusively and as a separate class, shall be entitled to elect three (3) directors of the Corporation; provided, however, thatdate hereof, at any time there are any shares of Series A-1 Preferred Stock issued and outstanding, in lieu of the holders of record of the shares of Preferred Stock, the holders of record of shares of Series A-1 Preferred Stock shall be entitled to elect three (3) directors of the Corporation (the “Preferred Directors”); provided, further, that for administrative convenience, the initial Preferred Directors may also be appointed by the Board of Directors in connection with the approval of the initial issuance of Preferred Stock without a separate action by the holders of Preferred Stock. Any director elected as provided in the preceding sentences may be removed without cause by, and only by, the affirmative vote of the holders of the shares of the class annual or series of stock entitled to elect such director or directors, given either at a special stockholders' meeting of such stockholders duly called for that purpose such purpose, or pursuant to a written consent of stockholders. If the holders of shares of any class or series of stock fail to elect a sufficient number of directors to fill all directorships for which they are entitled to elect directors, voting exclusively and as a separate class, pursuant to the first sentence of this Subsection 4.2, then any directorship not so filled shall remain vacant until such time as the holders of such series or class of stock elect a person to fill such directorship by vote or written consent in lieu of a meeting; , the Stockholders agree to vote the Shares owned of record or beneficially by them to maintain a six-member Board of Directors and no such directorship may be filled to elect (i) two nominees designated by stockholders Whitney (or the Whitney Funds) to the Company's Board of Directors, (ii) two nominees designated by Management (as defined in the Purchase Agreement) to the Company's Board of Directors, (iii) two "independent" nominees who are agreeable to each of Whitney (or the Whitney Funds) and Management (as defined in the Purchase Agreement) to the Company's Board of Directors, and (v) two nominees of Whitney (or the Whitney Funds) to each of the Corporation Company's audit committee and compensation committee, in each case, one of which shall be elected as Chairman of such committee provided, however, that if there is a material breach of any provision of any Transaction Document, the Stockholders, at the election of Whitney (or the Whitney Funds) agree to vote the Shares owned of record or beneficially by them to increase the size of the Board of Directors of the Company to nine and to elect three additional nominees designated by Whitney (or the Whitney Funds) to the Board of Directors of the Company. All such directors shall hold office until their respective successors shall have been elected and shall have qualified. The Company shall provide to such directors the same information concerning the Company and its Subsidiaries, and access thereto, provided to other than members of the Company's Board of Directors. The reasonable travel expenses incurred by any such director or manager in attending any such meetings shall be reimbursed by the stockholders Company to the extent consistent with the Company's then existing policy of reimbursing directors generally for such expenses. Within two months following the Corporation that are entitled to elect a person to fill such directorship, voting exclusively and as a separate class. The holders of record of the shares of Common Stock and of any other class or series of voting stock (including the Preferred Stock), exclusively and voting together as a single class, on an as converted basis, shall be entitled to elect the balance of the total number of directors of the Corporation by vote of a majority of such shares. At any meeting held for the purpose of electing a directordate hereof, the presence Company shall purchase directors' and officers' insurance upon terms and pricing customary for a company of its size and operating in person or by proxy of its industry; provided, however, the holders of a majority of Company shall not be obligated to purchase such insurance in the outstanding shares of the class or series entitled to elect event that such director shall constitute a quorum for the purpose of electing such directorterms and pricing are not commercially available. Except as otherwise provided in this Subsection 4.2, a vacancy in any directorship filled by the holders of any class or series shall be filled only by vote or written consent in lieu of a meeting of the holders of such class or series or by any remaining director or directors elected by the holders of such class or series pursuant to this Subsection 4.2.EXHIBIT 9.1

Election of Directors. The holders So long as the number of record of the outstanding shares of Series C-1 Preferred Stock and Series C-2 Preferred Stock, exclusively and as a separate classin the aggregate, shall equal or exceed such number of shares that can be entitled to elect three converted into Common Stock which represents beneficial ownership of more than five percent (35%) directors of the Corporation; provided, however, that, at any time there are any outstanding shares of Series A-1 Preferred Common Stock issued and outstanding(without regard to or giving effect to any limitations on the ability to convert in effect prior to the date of the first Shareholder Issuance Vote (as defined in the Securities Purchase Agreement)), in lieu of the holders of record of the shares of Series C-1 Preferred Stock and Series C-2 Preferred Stock, the holders of record of shares of Series A-1 Preferred Stock voting together as a single class, shall be entitled to elect three one (31) directors director of the Corporation (the “Preferred DirectorsSeries C Director”); provided. For purposes of this Subsection 6.2, further, that for administrative convenience, the initial Preferred Directors may also beneficial ownership shall be appointed determined by the Board of Directors Corporation in connection accordance with the approval Section 13(d) of the initial issuance of Preferred Stock without a separate action by Exchange Act and the holders of Preferred Stockrules and regulations promulgated thereunder. Any director elected as provided in the preceding sentences may be removed with or without cause by, and only by, the affirmative vote of the holders of the shares Series C-1 Preferred Stock and the holders of the class or series of stock entitled to elect such director or directorsSeries C-2 Preferred Stock, given either at a special meeting of such stockholders duly called for that purpose purpose, or pursuant to a written consent of stockholders. If the holders of shares of any class or series Series C-1 Preferred Stock and the holders of stock the Series C-2 Preferred Stock fail to elect such a sufficient number of directors to fill all directorships for which they are entitled to elect directors, voting exclusively and as a separate class, pursuant to the first sentence of this Subsection 4.2director, then any directorship not so filled shall remain vacant until such time as the holders of such series or class the Series C-1 Preferred Stock and the holders of stock the Series C-2 Preferred Stock elect a person to fill such directorship by vote or written consent in lieu of a meeting; and no such directorship may be filled by stockholders of the Corporation other than by the stockholders holders of shares of Series C-1 Preferred Stock and the holders of the Corporation that are entitled to elect a person to fill such directorshipSeries C-2 Preferred Stock, voting exclusively and as a separate class. The Any vacancy in the position of Series C Director shall be filled by the holders of record the Series C-1 Preferred Stock and the holders of the shares Series C-2 Preferred Stock by vote or written consent in lieu of Common Stock a meeting; and of any other class or series of voting stock (including the Preferred Stock), exclusively and voting together as a single class, on an as converted basis, shall no such directorship may be entitled to elect the balance of the total number of directors filled by stockholders of the Corporation other than by vote the holders of the Series C-1 Preferred Stock and the holders of the Series C-2 Preferred Stock, voting exclusively and as a majority of such sharesseparate class. At any meeting held for the purpose of electing a directorthe Series C Director, the presence in person or by proxy of the holders of a majority majority, in the aggregate, of the outstanding shares of the class or series entitled to elect such director Series C-1 Preferred Stock and Series C-2 Preferred Stock shall constitute a quorum for the purpose of electing such director. Except as otherwise provided in this Subsection 4.2, a vacancy in any directorship filled by the holders of any class or series shall be filled only by vote or written consent in lieu of a meeting of the holders of such class or series or by any remaining director or directors elected by the holders of such class or series pursuant to this Subsection 4.2Series C Director.

Election of Directors. The For so long as the holders of record Convertible Stock continue to hold at least twenty-five percent (25%) of the shares of Preferred Convertible Stock issued in the original issuance of the Convertible Stock, exclusively and the holders of outstanding shares of Convertible Stock shall, voting together as a separate class, shall be entitled to elect three two (32) directors Directors of the Corporation; provided, however, that, at any time there are any . Such Directors shall be the candidates receiving the greatest number of affirmative votes of the outstanding shares of Series A-1 Preferred Convertible Stock issued (the "Convertible Stock Director Designees"), with each share of Convertible Stock entitled to one (1) vote with fractional votes for fractional shares, and outstanding, in lieu with votes cast against such candidates and votes withheld having no legal effect. The election of the holders of record of the shares of Preferred Stock, the holders of record of shares of Series A-1 Preferred Convertible Stock shall be entitled to elect three (3) directors of the Corporation (the “Preferred Directors”); provided, further, that for administrative convenience, the initial Preferred Directors may also be appointed by the Board of Directors in connection with the approval of the initial issuance of Preferred Stock without a separate action Director Designees by the holders of Preferred Stock. Any director elected as provided in the preceding sentences may be removed without cause by, and only by, Convertible Stock shall occur (i) at the affirmative vote annual meeting of the holders of the shares of the class or series of stock entitled to elect such director or directorscapital stock, given either (ii) at a any special meeting of such stockholders duly called for that purpose or pursuant to a written consent of stockholders. If the holders of shares capital stock, (iii) at any special meeting of any class or series of stock fail to elect a sufficient number of directors to fill all directorships for which they are entitled to elect directors, voting exclusively and as a separate class, pursuant to the first sentence of this Subsection 4.2, then any directorship not so filled shall remain vacant until such time as the holders of such series or class of stock elect a person to fill such directorship Convertible Stock called by vote or written consent in lieu of a meeting; and no such directorship may be filled by stockholders of the Corporation other than by the stockholders of the Corporation that are entitled to elect a person to fill such directorship, voting exclusively and as a separate class. The holders of record of the shares of Common Stock and of any other class or series of voting stock (including the Preferred Stock), exclusively and voting together as a single class, on an as converted basis, shall be entitled to elect the balance of the total number of directors of the Corporation by vote of a majority of such shares. At any meeting held for the purpose of electing a director, the presence in person or by proxy of the holders of a majority of the outstanding shares of Convertible Stock or (iv) by a written consent of holders of at least sixty-six and two-thirds percent (662/3%) of the class or series entitled voting power (a "Two Thirds Interest") of the outstanding shares of Convertible Stock. If at any time when any share of Convertible Stock is outstanding a Convertible Stock Director Designee should cease to elect such director be a Director of the Corporation for any reason, the vacancy shall constitute a quorum for the purpose of electing such director. Except as otherwise provided in this Subsection 4.2, a vacancy in any directorship only be filled by the holders of any class or series shall be filled only by vote or written consent in lieu of a meeting of the holders of such class or series or by any remaining director or directors elected by the outstanding shares of Convertible Stock, voting together as a separate class, in the manner and on the basis specified above. The holders of such class or series pursuant outstanding shares of Convertible Stock shall also be entitled to this Subsection 4.2vote for all other Directors of the Corporation together with holders of all other shares of the Corporation's outstanding capital stock entitled to vote thereon, voting as a single class, with each outstanding share entitled to the number of votes specified in Section A.2(b).

Election of Directors. The holders Each Investor, as a holder of record Preference A Shares, hereby agrees on behalf of itself and any transferee or assignee of any such Preference A Shares, to hold all of the shares Preference A Shares registered in its name (and any securities of Preferred Stockthe Company issued with respect to, exclusively upon conversion of, or in exchange or substitution for such Preference A Shares, and any other voting securities of the Company subsequently acquired by such Investor) and any voting securities of the Company held in trust over which they have voting power (hereinafter collectively referred to as the “Investor Shares”) subject to, and to vote the Investor Shares at a regular or special meeting of shareholders (or by written consent) in accordance with, the provisions of this Agreement. Each Management Holding Company, as a separate classholder of Ordinary Shares and, shall be entitled to elect three (3) directors if applicable, Preference A Shares of the Corporation; providedCompany, howeverhereby agrees on behalf of itself and any transferee or assignee of any such Ordinary Shares and, thatif applicable, at Preference A Shares, to hold all of such Ordinary Shares, Preference A Shares and any time there are any shares of Series A-1 Preferred Stock issued and outstanding, in lieu other securities of the holders of record Company acquired by such Management Holding Company in the future (and any securities of the shares of Preferred StockCompany issued with respect to, the holders of record of shares of Series A-1 Preferred Stock shall be entitled to elect three (3upon conversion of, or in exchange or substitution for such securities) directors of the Corporation (the “Preferred DirectorsManagement Holding Company Shares”); provided, further, that for administrative convenience, the initial Preferred Directors may also be appointed by the Board of Directors in connection with the approval of the initial issuance of Preferred Stock without a separate action by the holders of Preferred Stock. Any director elected as provided in the preceding sentences may be removed without cause by) subject to, and only by, to vote the affirmative vote of the holders of the shares of the class or series of stock entitled to elect such director or directors, given either Management Holding Company Shares at a regular or special meeting of such stockholders duly called for that purpose shareholders (or pursuant to a by written consent consent) in accordance with, the provisions of stockholdersthis Agreement. If the holders The Management Shareholder hereby agrees (a) on behalf of shares itself and any transferee or assignee of any class securities in any Management Holding Company to cause such Management Holding Company to vote the Management Holding Company Shares at a regular or series special meeting of stock fail to elect a sufficient number shareholders (or by written consent) in accordance with, the provisions of directors to fill all directorships for which they are entitled to elect directorsthis Agreement and (b) if and when applicable, voting exclusively and as a separate classholder of Ordinary Shares and Preference A Shares of the Company, pursuant on behalf of itself and any transferee or assignee of any such Ordinary Shares and Preference A Shares, to hold all of such Ordinary Shares, Preference A Shares and any other securities of the first sentence Company acquired by such Management Shareholder in the future (and any securities of the Company issued with respect to, upon conversion of, or in exchange or substitution for such securities) (the “Management Shares”) subject to, and to vote the Management Shares at a regular or special meeting of shareholders (or by written consent) in accordance with, the provisions of this Subsection 4.2, then any directorship not so filled shall remain vacant until such time as the holders of such series or class of stock elect a person to fill such directorship by vote or written consent in lieu of a meeting; and no such directorship may be filled by stockholders of the Corporation other than by the stockholders of the Corporation that are entitled to elect a person to fill such directorship, voting exclusively and as a separate class. The holders of record of the shares of Common Stock and of any other class or series of voting stock (including the Preferred Stock), exclusively and voting together as a single class, on an as converted basis, shall be entitled to elect the balance of the total number of directors of the Corporation by vote of a majority of such shares. At any meeting held for the purpose of electing a director, the presence in person or by proxy of the holders of a majority of the outstanding shares of the class or series entitled to elect such director shall constitute a quorum for the purpose of electing such director. Except as otherwise provided in this Subsection 4.2, a vacancy in any directorship filled by the holders of any class or series shall be filled only by vote or written consent in lieu of a meeting of the holders of such class or series or by any remaining director or directors elected by the holders of such class or series pursuant to this Subsection 4.2Agreement.

Election of Directors. The holders of record of the outstanding shares of Series A Preferred StockStock shall, exclusively and voting together as a separate class, shall be entitled to elect three (3) directors of the Corporation; provided, however, that, at any time there are any shares of Series A-1 Preferred Stock issued and outstanding, in lieu of the holders of record of the shares of Preferred Stock, the holders of record of shares of Series A-1 Preferred Stock shall be entitled to elect three (3) directors Directors of the Corporation (the “Preferred "Series A Directors”"); provided, further, that for administrative convenience, the initial Preferred . Such Directors may also shall be appointed elected by the Board of Directors in connection a plurality vote with the approval elected candidates receiving the greatest number of the initial issuance affirmative votes (with each holder of Series A Preferred Stock without entitled to cast one vote for a separate action by candidate for the directorships reserved for the holders of Series A Preferred Stock with respect to each share of Series A Preferred Stock held by such holder) of the outstanding shares of Series A Preferred Stock, with votes withheld having no legal effect. Any director elected as provided in the preceding sentences may be removed without cause by, and only by, the affirmative vote of the The holders of the outstanding shares of the class or series of stock entitled to elect such director or directors, given either at a special meeting of such stockholders duly called for that purpose or pursuant to a written consent of stockholders. If the holders of shares of any class or series of stock fail to elect a sufficient number of directors to fill all directorships for which they are entitled to elect directorsSeries A Preferred Stock shall, voting exclusively and together as a separate class, pursuant be entitled to remove any of the first sentence Series A Directors, with or without cause. The election and removal of this Subsection 4.2, then any directorship not so filled such Directors shall remain vacant until such time as occur (i) at the annual meeting of holders of capital stock, (ii) at any special meeting of holders of capital stock, (iii) at any special meeting of holders of Series A Preferred Stock called by holders of a majority of the outstanding shares of Series A Preferred Stock or (iv) by the written consent of holders of the outstanding shares of Series A Preferred Stock entitled to vote for such series or class Directors in the manner and on the basis specified above. If at any time when any share of stock elect Series A Preferred Stock is outstanding any such Director ceases to be a person to fill such directorship Director for any reason, the vacancy shall only be filled by the vote or written consent in lieu of a meeting; and no such directorship may be filled by stockholders of the Corporation other than by the stockholders of the Corporation that are entitled to elect a person to fill such directorship, voting exclusively and as a separate class. The holders of record of the shares of Common Stock and of any other class or series of voting stock (including the Preferred Stock), exclusively and voting together as a single class, on an as converted basis, shall be entitled to elect the balance of the total number of directors of the Corporation by vote of a majority of such shares. At any meeting held for the purpose of electing a director, the presence in person or by proxy of the holders of a majority of the outstanding shares of Series A Preferred Stock, voting together as a separate class, in the class manner and on the basis specified above or series entitled to elect such director shall constitute a quorum for the purpose of electing such director. Except as otherwise provided in this Subsection 4.2, a vacancy in any directorship filled by the law. The holders of outstanding shares of Series A Preferred Stock shall also be entitled to vote in the election of all other Directors of the Corporation together with holders of all other shares of the Corporation's outstanding capital stock entitled to vote thereon, voting as a single class, with each outstanding share of Series A Preferred Stock entitled to the number of votes specified in Section A.2(b). The holders of outstanding shares of Series A Preferred Stock may, in their discretion, determine not to elect one or more Directors as provided herein from time to time, and during any class or series such period the Board of Directors nonetheless shall be filled only by vote or written consent in lieu of a meeting of the holders of such class or series or by any remaining director or directors elected by the holders of such class or series pursuant to this Subsection 4.2deemed duly constituted.

Election of Directors. The holders of record of the shares of Series Seed Preferred Stock, exclusively and as a separate class, shall be entitled to elect three (3) two directors of the Corporation; provided, however, that, at any time there are any shares of Corporation (the “Series A-1 Preferred Stock issued Seed Directors”) and outstanding, in lieu of the holders of record of the shares of Preferred Common Stock, the holders of record of shares of Series A-1 Preferred Stock exclusively and as a separate class, shall be entitled to elect three (3) directors of the Corporation (the “Preferred Directors”); provided, further, that for administrative convenience, the initial Preferred Directors may also be appointed by the Board of Directors in connection with the approval of the initial issuance of Preferred Stock without a separate action by the holders of Preferred StockCorporation. Any director elected as provided in the preceding sentences sentence may be removed without cause by, and only by, the affirmative vote of the holders of the shares of the class or series of capital stock entitled to elect such director or directors, given either at a special meeting of such stockholders duly called for that purpose or pursuant to a written consent of stockholders. If the holders of shares of any class Series Seed Preferred Stock or series of stock Common Stock, as the case may be, fail to elect a sufficient number of directors to fill all directorships for which they are entitled to elect directors, voting exclusively and as a separate class, pursuant to the first sentence of this Subsection 4.23.2, then any directorship not so filled shall remain vacant until such time as the holders of such series the Series Seed Preferred Stock or class of stock Common Stock, as the case may be, elect a person to fill such directorship by vote or written consent in lieu of a meeting; and no such directorship may be filled by stockholders of the Corporation other than by the stockholders of the Corporation that are entitled to elect a person to fill such directorship, voting exclusively and as a separate class. The holders of record of the shares of Common Stock and of any other class or series of voting stock (including the Series Seed Preferred Stock), exclusively and voting together as a single class, on an as converted basis, shall be entitled to elect the balance of the total number of directors of the Corporation by vote of a majority of such sharesCorporation. At any meeting held for the purpose of electing a director, the presence in person or by proxy of the holders of a majority of the outstanding shares of the class or series entitled to elect such director shall constitute a quorum for the purpose of electing such director. Except as otherwise provided in this Subsection 4.23.2, a vacancy in any directorship filled by the holders of any class or series shall be filled only by vote or written consent in lieu of a meeting of the holders of such class or series or by any remaining director or directors elected by the holders of such class or series pursuant to this Subsection 4.23.2.

Election of Directors. The holders of record of the shares of Series A Preferred Stock, exclusively and as a separate class, shall be entitled to elect three four (34) directors of the Corporation; provided, however, that, at any time there are any shares of Corporation (the “Series A-1 Preferred Stock issued A Directors”) and outstanding, in lieu of the holders of record of the shares of Preferred Common Stock, the holders of record of shares of Series A-1 Preferred Stock exclusively and as a separate class, shall be entitled to elect three one (31) directors director of the Corporation (the “Preferred Directors”); provided, further, that for administrative convenience, the initial Preferred Directors may also be appointed by the Board of Directors in connection with the approval of the initial issuance of Preferred Stock without a separate action by the holders of Preferred StockCorporation. Any director elected as provided in the preceding sentences sentence may be removed without cause by, and only by, the affirmative vote of the holders of the shares of the class or series of capital stock entitled to elect such director or directors, given either at a special meeting of such stockholders duly called for that purpose or pursuant to a written consent of stockholders. If the holders of shares of any class Series A Preferred Stock or series of stock Common Stock, as the case may be, fail to elect a sufficient number of directors to fill all directorships for which they are entitled to elect directors, voting exclusively and as a separate class, pursuant to the first sentence of this Subsection 4.23.2, then any directorship not so filled shall remain vacant until such time as the holders of such series the Series A Preferred Stock or class of stock Common Stock, as the case may be, elect a person to fill such directorship by vote or written consent in lieu of a meeting; and no such directorship may be filled by stockholders of the Corporation other than by the stockholders of the Corporation that are entitled to elect a person to fill such directorship, voting exclusively and as a separate class. The holders of record of the shares of Common Stock and of any other class or series of voting stock (including the Series A Preferred Stock), exclusively and voting together as a single class, on an as converted basis, shall be entitled to elect the balance of the total number of directors of the Corporation by vote of a majority of such sharesCorporation. At any meeting held for the purpose of electing a director, the presence in person or by proxy of the holders of a majority of the outstanding shares of the class or series entitled to elect such director shall constitute a quorum for the purpose of electing such director. Except as otherwise provided in this Subsection 4.23.2, a vacancy in any directorship filled by the holders of any class or series shall be filled only by vote or written consent in lieu of a meeting of the holders of such class or series or by any remaining director or directors elected by the holders of such class or series pursuant to this Subsection 4.23.2.

Election of Directors. The holders From the date hereof until the earlier of record (i) the date on which General Atlantic or either of the shares of Preferred Stock, exclusively and as Management Shareholders (each together with their Family Members) holds a separate class, shall be entitled to elect three (3) directors majority of the Corporation; providedCommon Shares, however, that, at any time there are any shares (ii) the date on which the Management Shareholders (together with the members of Series A-1 Preferred Stock issued their respective immediate families and outstanding, in lieu trusts for the benefit of the holders members of record their respective immediate families) each holds less than 10% of the shares of Preferred Stockoutstanding Common Shares or Common Shares and Common Share 30 -28- rights and privileges under this Section 4.1, and the holders of record of shares of Series A-1 Preferred Stock shall be entitled to elect three (3) directors obligations of the Corporation (other Shareholders to such Shareholder under this Section 4.1 shall terminate. For the “Preferred Directors”); provided, further, that for administrative convenience, the initial Preferred Directors may also be second director appointed by GAIL, XXXX xxxl use its best efforts to designate an independent individual knowledgeable in the computer services and/or banking industry. GAIL xxxll have the right to remove its own directors at its sole discretion, and shall have the right to replace one of its own such directors at its sole discretion and the second of its own such directors with the consent of the Management Shareholders, which consent shall not be unreasonably withheld. The Management Shareholders shall have the right to remove their own director or directors (not including the Management Shareholders themselves) at their sole discretion, and shall have the right to replace one of their own such directors at their sole discretion and the second of their own such directors with the consent of GAIL, xxich consent shall not be unreasonably withheld. Each Shareholder shall cooperate fully to fill any vacancies in the Board of Directors as promptly as possible, which vacancies shall be filled in connection accordance with the approval by-laws of the initial issuance Corporation. Upon the death or mental incapacitation of Preferred Stock without a separate action by Management Shareholder, such Management Shareholder shall forfeit his rights and privileges under this Section 4.1, including his right to a seat on the holders Board of Preferred Stock. Any director elected as provided in Directors of the preceding sentences may be removed without cause byCorporation, and only the vacancy created by such forfeiture shall be filled in accordance with the by, the affirmative vote -laws of the holders of the shares of the class or series of stock entitled to elect such director or directors, given either at a special meeting of such stockholders duly called for that purpose or pursuant to a written consent of stockholdersCorporation. If a Major Shareholder forfeits his right and privileges under this Section 4.1 because of a decline in his or its ownership or control of Common Shares, nothing herein shall be construed to limit the holders of shares of any class or series of stock fail to elect a sufficient number of directors to fill all directorships for which they are entitled to elect directors, voting exclusively and as a separate class, pursuant to the first sentence of this Subsection 4.2, then any directorship not so filled other Major Shareholders shall remain vacant until such time as the holders of such series or class of stock elect a person to fill such directorship by vote or written consent in lieu of a meeting; and no such directorship may be filled by stockholders of the Corporation other than by the stockholders of the Corporation that are entitled to elect a person to fill such directorship, voting exclusively and as a separate class. The holders of record of the shares of Common Stock and of any other class or series of voting stock (including the Preferred Stock), exclusively and voting together as a single class, on an as converted basis, shall otherwise be entitled to elect the balance of the total number of directors of the Corporation by vote of a majority of such shares. At any meeting held for the purpose of electing a director, the presence in person or by proxy of the holders of a majority of the outstanding shares of the class or series entitled to elect such director shall constitute a quorum for the purpose of electing such director. Except as otherwise provided in this Subsection 4.2, a vacancy in any directorship filled by the holders of any class or series shall be filled only by vote or written consent in lieu of a meeting of the holders of such class or series or by any remaining director or directors elected by the holders of such class or series pursuant to this Subsection 4.2elect.

Election of Directors. The holders of record of the shares of Series A Preferred Stock, exclusively and as a separate class, shall be entitled to elect three two (3) directors of the Corporation; provided, however, that, at any time there are any shares of Series A-1 Preferred Stock issued and outstanding, in lieu of the holders of record of the shares of Preferred Stock, the holders of record of shares of Series A-1 Preferred Stock shall be entitled to elect three (32) directors of the Corporation (the “Preferred Series A Directors”); provided, further, that for administrative convenience, the initial Preferred Directors may also be appointed by the Board of Directors in connection with the approval of the initial issuance of Preferred Stock without a separate action by the holders of Preferred Stock. Any director elected as provided in the preceding sentences sentence may be removed without cause by, and only by, the affirmative vote of the holders of the shares of the class or series of capital stock entitled to elect such director or directors, given either at a special meeting of such stockholders duly called for that purpose or pursuant to a written consent of stockholders. If the holders of shares of any class or series of stock Series A Preferred Stock fail to elect a sufficient number of directors to fill all directorships for which they are entitled to elect directors, voting exclusively and as a separate class, pursuant to the first sentence of this Subsection 4.23.2, then any directorship not so filled shall remain vacant until such time as the holders of such series or class of stock the Series A Preferred Stock elect a person to fill such directorship by vote or written consent in lieu of a meeting; and and, no such directorship may be filled by stockholders of the Corporation other than by the stockholders of the Corporation that are entitled to elect a person to fill such directorship, voting exclusively and as a separate class. The holders of record of the shares of Common Stock and of any other class or series of voting stock (including the Series A Preferred Stock), exclusively and voting together as a single class, on an as converted basis, shall be entitled to elect the balance of the total number of directors of the Corporation by vote of a majority of such sharesCorporation. At any meeting held for the purpose of electing a director, the presence in person or by proxy of the holders of a majority of the outstanding shares of the class or series entitled to elect such director shall constitute a quorum for the purpose of electing such director. Except as otherwise provided in this Subsection 4.23.2, a vacancy in any directorship filled by the holders of any class or series shall be filled only by vote or written consent in lieu of a meeting of the holders of such class or series or by any remaining director or directors elected by the holders of such class or series pursuant to this Subsection 4.23.2.

Election of Directors. The holders of record At each annual meeting of the shares shareholders of Preferred Stockthe Company, exclusively and as a separate class, shall be entitled to elect three (3) or at each special meeting of the shareholders of the Company involving the election of directors of the Corporation; providedCompany, however, that, and at any other time there are any shares of Series A-1 Preferred Stock issued and outstanding, in lieu at which shareholders of the holders Company will have the right to or will vote for or render consent in writing, regarding the election of record of the shares of Preferred Stock, the holders of record of shares of Series A-1 Preferred Stock shall be entitled to elect three (3) directors of the Corporation (the “Preferred Directors”); providedCompany, further, that for administrative conveniencethen and in each event, the initial Preferred Directors may also be appointed Shareholders hereby covenant and agree to vote all shares of capital stock of the Company presently owned or hereafter acquired by them (whether owned of record or over which any person exercises voting control) to cause and maintain the election of two representatives to the Board of Directors in connection with the approval of the initial issuance of Preferred Stock without a separate action Company designated by the holders of the outstanding shares of Series C Preferred Stock. Any director elected as provided in the preceding sentences may be removed without cause by, and only by, the affirmative vote The rights of the holders of the outstanding shares of Series C Preferred Stock to designate two representatives to be elected to the class Board of Directors as set forth in the next preceding paragraph shall terminate in the event the Investors (as defined in the Series C Preferred Certificate Resolution) cease to own 50% of the Fully Diluted Warrant Common Stock (as defined in the Series C Preferred Stock Certificate of Resolution) which it owned as of the date hereof, adjusted for stock dividends, stock splits, reverse stock splits, reorganizations, recapitalizations and the like. " In the event the Company breaches a covenant under the Securities Purchase Agreement at any time any share of 10% Exchangeable Preferred Stock is outstanding, the Shareholders agree that the number of directors will be increased to an even number, and the holders of the outstanding shares of Series C Preferred Stock shall have the right to designate one-half of the directors until such breach is cured or series waived, and the Shareholders shall vote all of their shares of capital stock entitled of the Company presently owned or hereafter acquired by them (whether owned of record or over which any person exercises voting control) to remove such directors as is necessary to allow the holders of the outstanding shares of Series C Preferred Stock to elect such director or one-half of all directors, given either at a special meeting and to cause and maintain the election of such stockholders duly called directors as designated by the holders of the outstanding shares of Series C Preferred Stock until such breach is cured or waived. At the request of the holders of the outstanding shares of Series C Preferred Stock, each of the parties hereto shall vote or cause to be voted all Shares owned by them or any shares over which they have voting control (i) to remove from the Board of Directors any director designated by the holders of the outstanding shares of Series C Preferred Stock, and (ii) to fill any vacancy in the membership of the Board of Directors with a designee of the holders of the outstanding shares of Series C Preferred Stock whose designee's resignation or removal from the Board caused such vacancy. 3 The Company shall provide to the holders of outstanding Series C Preferred Stock prior written notice of any intended mailing of notice to shareholders for that purpose or pursuant a meeting at which directors are to a written consent be elected, and Culligan shall notify the Company in writing, prior to such mailing, of stockholdersthe persons designated by it as its nominees for election as directors. If the holders of shares of any class or series of stock outstanding Series C Preferred Stock fail to elect a sufficient number of directors to fill all directorships for which they are entitled to elect directors, voting exclusively and as a separate class, pursuant give notice to the first sentence of this Subsection 4.2Company as provided above, then any directorship not so filled shall remain vacant until such time as the holders of such series or class of stock elect a person to fill such directorship by vote or written consent in lieu of a meeting; and no such directorship may be filled by stockholders of the Corporation other than by the stockholders of the Corporation that are entitled to elect a person to fill such directorship, voting exclusively and as a separate class. The holders of record of the shares of Common Stock and of any other class or series of voting stock (including the Preferred Stock), exclusively and voting together as a single class, on an as converted basis, it shall be entitled to elect deemed that the balance designees of the total number of directors of the Corporation by vote of a majority of such shares. At any meeting held for the purpose of electing a director, the presence in person or by proxy of the holders of a majority of the outstanding shares of the class or series entitled to elect such Culligan then serving as director shall constitute a quorum be their designee for the purpose of electing such director. Except as otherwise provided in this Subsection 4.2, a vacancy in any directorship filled by the holders of any class or series shall be filled only by vote or written consent in lieu of a meeting of the holders of such class or series or by any remaining director or directors elected by the holders of such class or series pursuant to this Subsection 4.2reelection.

Election of Directors. The holders of record of the shares of Preferred Stock, exclusively and as a separate class, shall be entitled to elect three two (3) directors of the Corporation; provided, however, that, at any time there are any shares of Series A-1 Preferred Stock issued and outstanding, in lieu of the holders of record of the shares of Preferred Stock, the holders of record of shares of Series A-1 Preferred Stock shall be entitled to elect three (32) directors of the Corporation (the “Preferred Directors”)) and the holders of record of the shares of Common Stock, exclusively and as a separate class, shall be entitled to elect two (2) directors of the Corporation; provided, furtherhowever, that for administrative convenience, the initial Preferred Directors may also be appointed by the Board of Directors in connection with the approval of the initial issuance of Preferred Stock without a separate action by the holders of Preferred Stock. Any director elected as provided in the preceding sentences sentence may be removed without cause by, and only by, the affirmative vote of the holders of the shares of the class or series of capital stock entitled to elect such director or directors, given either at a special meeting of such stockholders duly called for that purpose or pursuant to a written consent of stockholders. If the holders of shares of any class Preferred Stock or series of stock Common Stock, as the case may be, fail to elect a sufficient number of directors to fill all directorships for which they are entitled to elect directors, voting exclusively and as a separate class, pursuant to the first sentence of this Subsection 4.2Section 3.2, then any directorship not so filled shall remain vacant until such time as the holders of such series the Preferred Stock or class of stock Common Stock, as the case may be, elect a person to fill such directorship by vote or written consent in lieu of a meeting; and no such directorship may be filled by stockholders of the Corporation other than by the stockholders of the Corporation that are entitled to elect a person to fill such directorship, voting exclusively and as a separate class. The holders of record of the shares of Common Stock and of any other class or series of voting stock (including the Preferred Stock), exclusively and voting together as a single class, on an as converted basis, shall be entitled to elect the balance of the total number of directors of the Corporation by vote of a majority of such sharesCorporation. At any meeting held for the purpose of electing a director, the presence in person or by proxy of the holders of a majority of the outstanding shares of the class or series entitled to elect such director shall constitute a quorum for the purpose of electing such director. Except as otherwise provided in this Subsection 4.2Section 3.2, a vacancy in any directorship filled by the holders of any class or classes or series shall be filled only by vote or written consent in lieu of a meeting of the holders of such class or classes or series or by any remaining director or directors elected by the holders of such class or classes or series pursuant to this Subsection 4.2Section 3.2.

Election of Directors. The holders provisions of record this Section 2.1 shall apply from and after the time that the series of Class A Common Stock other than Class A-1 Common Stock of the Company automatically convert into shares of Preferred StockClass A-1 Common Stock of the Company pursuant to the terms of the certificate of incorporation of the Company. Each holder of Shares hereby agrees to cast all votes to which such holder is entitled in respect of the Shares, exclusively and as a separate classwhether at any annual or special meeting, shall be entitled by written consent or otherwise, to elect three (3) fix the number of members of the board of directors of the CorporationCompany (the “Board”) at eight or such higher number as may be specified from time to time by the Majority Investors. The Board shall be divided into classes, and in the event that the number of members of the Board is eight, there shall be (i) three Bain Directors, (ii) three THL Directors, (iii) two Blackstone Directors, and (iv) no Other Directors (in each case where the number of directors is determined without regard to any failure of any holder of Investors Shares to designate a member of the Board of Directors), which shall in each case be elected as set forth in this Section 2.1 below. In the event that the number of members of the Board is greater than eight, at any time the number of Bain Directors, THL Directors, Blackstone Directors and Other Directors, respectively, shall each be such number as shall have been specified as of such time by the Majority Investors, in each case elected as set forth in this Section 2.1 below; provided, however, thatthat (A) the number of Bain Directors shall equal the number of THL Directors, at any time there are any shares (B) the number of Series A-1 Preferred Stock issued and outstanding, in lieu Blackstone Directors shall not be less than twenty percent of the holders of record aggregate number of the shares Bain Directors plus the THL Directors plus the Blackstone Directors, and (C) the number of Preferred Stock, the holders of record of shares of Series A-1 Preferred Stock Other Directors shall be entitled any number specified by the Majority Investors (in each case where the number of directors is determined without regard to elect three (3) directors any failure of the Corporation (the “Preferred Directors”); provided, further, that for administrative convenience, the initial Preferred Directors may also be appointed by any holder of Investor Shares to designate a member of the Board of Directors). Each holder of Shares hereby agrees to cast all votes to which such holder is entitled with respect to such Shares, whether at any annual or special meeting by written consent or otherwise, so as to elect as the Company’s directors: (A) one director designated by Xxxx Capital VII Coinvest Fund, LLC, (B) such other directors designated by the Majority Bain Investors as the remaining Bain Directors, (C) one director designated by Xxxxxx X. Xxx Equity Fund V, L.P., (D) one director designated by Xxxxxx X. Xxx Parallel Fund V, L.P., (E) one director designated by Xxxxxx X. Xxx Equity (Cayman) Fund V, L.P., (F) such other directors designated by the Majority THL Investors as the remaining THL Directors, (G) one director designated by Blackstone Capital Partners III Merchant Banking Fund L.P., (H) such other directors designated by the Blackstone Majority Investors as the remaining Blackstone Directors, and (I) the Other Directors designated by the Majority Investors. Each holder of Shares hereby agrees to cast all votes to which such holder is entitled with respect to such Shares to implement a provision in connection with the approval Company’s bylaws that provides that a quorum for any meeting of the initial issuance Board shall require the presence of Preferred Stock without directors constituting at least a separate action by majority of the holders entire Board, which majority shall include (i) at least one Bain Director and one THL Director, or (ii) at least one Bain Director and one Blackstone Director, or (iii) at least one THL Director and one Blackstone Director. In addition, each holder of Preferred Stock. Any director elected as provided Shares hereby agrees to cast all votes to which such holder is entitled with respect to such Shares to implement a provision in the preceding sentences may be removed without cause by, and only by, the affirmative vote Company’s bylaws that provides that notice of the holders of the shares of the class or series of stock entitled to elect such director or directors, given either at a special meeting of such stockholders duly called for that purpose or pursuant to a written consent of stockholders. If the holders of shares of any class or series of stock fail to elect a sufficient number of directors to fill all directorships for which they are entitled to elect directors, voting exclusively and as a separate class, pursuant Board shall be given to the first sentence of this Subsection 4.2, then any directorship not so filled shall remain vacant until such time as the holders of such series or class of stock elect a person to fill such directorship by vote or written consent in lieu of a meeting; and no such directorship may be filled by stockholders of the Corporation other than by the stockholders of the Corporation that are entitled to elect a person to fill such directorship, voting exclusively and as a separate class. The holders of record of the shares of Common Stock and of any other class or series of voting stock (including the Preferred Stock), exclusively and voting together as a single class, on an as converted basis, shall be entitled to elect the balance of the total number of directors of the Corporation Company at least twenty-four hours before the meeting by vote of a majority of such shares. At any meeting held for the purpose of electing a directormail, the presence in person telegram or by proxy of the holders of a majority of the outstanding shares of the class facsimile and email at his usual or series entitled to elect such director shall constitute a quorum for the purpose of electing such director. Except as otherwise provided in this Subsection 4.2last known business address, a vacancy in any directorship filled by the holders of any class facsimile number or series shall be filled only by vote or written consent in lieu of a meeting of the holders of such class or series or by any remaining director or directors elected by the holders of such class or series pursuant to this Subsection 4.2email address.

Election of Directors. The holders Corporation shall take all action within its power to cause all PAO Nominees nominated pursuant to Section 2(b) to be included in the slate of record of the shares of Preferred Stock, exclusively and as a separate class, shall be entitled to elect three (3) directors of the Corporation; provided, however, that, at any time there are any shares of Series A-1 Preferred Stock issued and outstanding, in lieu of the holders of record of the shares of Preferred Stock, the holders of record of shares of Series A-1 Preferred Stock shall be entitled to elect three (3) directors of the Corporation (the “Preferred Directors”); provided, further, that for administrative convenience, the initial Preferred Directors may also be appointed nominees recommended by the Board of Directors in connection with to the approval of the initial issuance of Preferred Stock without a separate action by the holders of Preferred Stock. Any director elected Corporation’s stockholders for election as provided in the preceding sentences may be removed without cause by, and only by, the affirmative vote of the holders of the shares of the class or series of stock entitled to elect such director or directors, given either directors at a special each annual meeting of such stockholders duly called for that purpose or pursuant to a written consent of stockholders. If the holders of shares of any class or series of stock fail to elect a sufficient number of directors to fill all directorships for which they are entitled to elect directors, voting exclusively and as a separate class, pursuant to the first sentence of this Subsection 4.2, then any directorship not so filled shall remain vacant until such time as the holders of such series or class of stock elect a person to fill such directorship by vote or written consent in lieu of a meeting; and no such directorship may be filled by stockholders of the Corporation other than by the stockholders of the Corporation that are entitled (and/or in connection with any election by written consent) and the Corporation shall use all reasonable best efforts to elect a person to fill cause the election of each such directorshipnominee, voting exclusively and as a separate class. The holders of record including by soliciting proxies in favor of the shares election of Common Stock and such PAO Nominees. Without limiting the foregoing, at any annual or special meeting of any other class or series stockholders of voting stock the Corporation at which directors are to be elected, the Corporation shall either re-nominate for election each then-serving PAO Nominee (including provided that, if at such time the Preferred Stock), exclusively and voting together as a single class, on an as converted basis, Principal Stockholder shall be entitled to elect nominate fewer PAO Nominees pursuant to Section 2(b) than the balance number of then-serving PAO Nominees, the Principal Stockholder shall notify the Corporation in writing of the total number PAO Nominees that shall not be nominated for subsequent election) or such other PAO Nominees(s) as the Principal Stockholder may designate to the Corporation in writing. If at any time the outstanding voting power of directors the Common Stock of the Corporation that is Beneficially Owned by vote the Principal Stockholder decreases by such amount that the Principal Stockholder shall be entitled to fewer PAO Nominees pursuant to Section 2(b) than the number of then-serving PAO Nominees, then, at the request of the Corporation, the Principal Stockholder shall cause the resignation of a majority number of PAO Nominee(s) necessary so that, following such shares. At any meeting held for the purpose of electing a directorresignations, the presence in person or by proxy number of PAO Nominees is equal to the holders number of a majority of PAO Nominees that the outstanding shares of the class or series Principal Stockholder is entitled to elect such director shall constitute a quorum for the purpose of electing such director. Except as otherwise provided in this Subsection 4.2, a vacancy in any directorship filled by the holders of any class or series shall be filled only by vote or written consent in lieu of a meeting of the holders of such class or series or by any remaining director or directors elected by the holders of such class or series designate pursuant to this Subsection 4.2Section 2(b), if any.

Election of Directors. The (I) Subject to the provisions of Section 8(e)(ii)(II) below, upon the occurrence of a Default Event (hereafter defined) with respect to the Series E Preferred Stock and for the duration of the Default Period (hereafter defined), the holders of record of the shares of Series E Preferred Stock, exclusively and as a separate classin addition to any other voting rights they may have by law, shall be entitled to elect three vote (3) directors voting separately as a series by a majority of the Corporation; provided, however, that, outstanding shares thereof) for the election to the Board of Directors of the smallest number of additional directors necessary to constitute at any given time there are any shares of Series A-1 Preferred Stock issued and outstanding, in lieu a majority of the holders total number of record members of the shares Board of Preferred StockDirectors (after giving effect to such election), and should such percentage when applied to the number of the members of the Board of Directors result in a number that includes a fraction, then such number shall be increased to the next whole number. In addition, during the Default Period, the holders of record of shares of the Series A-1 E Preferred Stock shall be entitled to elect three designate (3voting as a series as aforesaid) directors the number of the Corporation (the “Preferred Directors”); provided, further, that for administrative convenience, the initial Preferred Directors may also be appointed by positions on the Board of Directors in connection with Directors, which shall be the approval smallest number of directors necessary for the initial issuance of Preferred Stock without a separate action by the holders of Preferred Stock. Any director elected as provided in the preceding sentences may be removed without cause by, and only by, the affirmative vote nominees of the holders of the shares Series E Preferred Stock to constitute a majority of the class or series full Board. In case the holders of stock the Series E Preferred Stock become entitled to elect exercise such director or directorsspecial voting rights, given either at they may call a special meeting of such stockholders duly called for that purpose during the Default Period, in the manner provided in the bylaws or pursuant to a written consent of stockholders. If the holders of shares of any class or series of stock fail to elect a sufficient number of directors to fill all directorships for which they are entitled to elect directorsotherwise as provided by law, voting exclusively and as a separate class, pursuant to the first sentence of this Subsection 4.2, then any directorship not so filled shall remain vacant until such time as the holders of such series or class of stock elect a person to fill such directorship by vote or written consent in lieu of a meeting; and no such directorship may be filled by stockholders of the Corporation other than by the stockholders of the Corporation that are entitled to elect a person to fill such directorship, voting exclusively and as a separate class. The holders of record of the shares of Common Stock and of any other class or series of voting stock (including the Preferred Stock), exclusively and voting together as a single class, on an as converted basis, shall be entitled to elect the balance of the total number of directors of the Corporation by vote of a majority of such shares. At any meeting held for the purpose of increasing or decreasing the number of positions on the Board of Directors and electing a directorsuch members to the Board of Directors. In addition, the presence in person or by proxy of the holders of the Series E Preferred Stock shall have such special voting rights at any annual or regular meeting of stockholders (or any other special meeting not called by the holders of the Series E Preferred Stock) held during the Default Period. In lieu of the foregoing, the holders of the Series E Preferred Stock may take any of such actions by a written consent signed by the holders of at least a majority of the shares the Series E Preferred Stock outstanding shares of the class or series and entitled to elect such director shall constitute a quorum for the purpose of electing such director. Except as otherwise provided in this Subsection 4.2, a vacancy in any directorship filled by the holders of any class or series shall be filled only by vote or written consent in lieu of a meeting of the holders of such class or series or by any remaining director or directors elected by the holders of such class or series pursuant to this Subsection 4.2thereon.

Election of Directors. The holders (a) Each Stockholder shall take all actions, including but not limited to voting all of the Common Stock owned or held of record of the shares of Preferred Stockby such Stockholder, exclusively and so as a separate class, shall be entitled to elect three and continue in office a Board of Directors including (3i) directors of the Corporation; provided, however, that, at any time there are any shares of Series A-1 Preferred Stock issued two (2) representatives designated by GMAC Mortgage Group and outstanding, in lieu of the holders of record of the shares of Preferred Stockits Affiliates (such designees, the holders of record of shares of Series A-1 Preferred Stock shall be entitled to elect three “GMAC Mortgage Group Directors”), (3ii) directors of the Corporation nine (9) representatives designated by Investor and its Affiliates (the “Preferred Investor Directors”); provided, further, that for administrative convenience, ) and (iii) the initial Preferred Directors may also be appointed by Chief Executive Officer of the Company. The persons set forth on Exhibit A hereto shall constitute the Board of Directors in connection with the approval as of the initial issuance Closing Date. Each duly designated committee of Preferred Stock the Board of Directors will include (x) at least one (1) of the GMAC Mortgage Group Directors and (y) at least two (2) of the Investor Directors; provided that the Board of Directors may at any time establish and maintain a committee of the Board of Directors without a separate action by representation of any GMAC Mortgage Group Director to which the holders Board may delegate all or part of Preferred Stock. Any director elected as provided its power and authority in respect of any transaction or proposed transaction between the preceding sentences may be removed without cause byCompany and any of its Subsidiaries, on the one hand, and only by, the affirmative vote GMAC Mortgage Group or any of the holders of the shares of the class or series of stock entitled to elect such director or directors, given either at a special meeting of such stockholders duly called for that purpose or pursuant to a written consent of stockholders. If the holders of shares of any class or series of stock fail to elect a sufficient number of directors to fill all directorships for which they are entitled to elect directors, voting exclusively and as a separate class, pursuant to the first sentence of this Subsection 4.2, then any directorship not so filled shall remain vacant until such time as the holders of such series or class of stock elect a person to fill such directorship by vote or written consent in lieu of a meeting; and no such directorship may be filled by stockholders of the Corporation its Affiliates (other than by a GMACCH Company), on the stockholders of the Corporation that are entitled to elect a person to fill such directorshipother hand, voting exclusively and as a separate class. The holders of record of the shares of Common Stock and or in respect of any other class or series of voting stock (including the Preferred Stock), exclusively and voting together as a single class, on an as converted basis, shall be entitled to elect the balance of the total number of directors of the Corporation by vote of matter that a majority of such sharesthe Board of Directors determines in good faith involves a conflict or potential conflict between the interests of the Company and the interests of GMAC Mortgage Group or any of its Affiliates (other than a GMACCH Company). At any its first meeting held on or after the Closing Date, the Board of Directors shall establish, populate and adopt written charters of (i) an Audit Committee, (ii) a Compensation Committee and (iii) a Governance Committee, and maintain the existence of each such committee of the Board of Directors. At all meetings of the Board of Directors, there shall be a quorum for the purpose transaction of electing a director, the presence in person or by proxy business if at least 75% of the holders directors are present at the beginning of the meeting. The act of a majority of the outstanding shares of the class or series entitled to elect such director shall constitute directors present at a meeting at which a quorum for the purpose of electing such director. Except as otherwise provided in this Subsection 4.2, a vacancy in any directorship filled by the holders of any class or series shall be filled only by vote or written consent in lieu of a meeting of the holders of such class or series or by any remaining director or directors elected by the holders of such class or series is present pursuant to this Subsection 4.2Section shall be the act of the Board of Directors unless a greater number is specifically required by the Charter Documents or by statute or this Agreement.

Election of Directors. The holders of record of Each Stockholder agrees to take all actions necessary to cause the shares of Preferred Stock, exclusively Stockholder Nominees and the Chief Executive Officer to be elected as a separate class, shall be entitled to elect three (3) directors of the CorporationCompany in any and all elections of directors of the Company held during the term of this Agreement and to cause the designees of the parties hereto to the committees of the Board of Directors of the Company as provided in Section 2.2(b) to be duly appointed to such committees. For the avoidance of doubt, until the Expiration Date, TAC agrees to take all actions necessary to cause the Stockholder Nominees nominated by the Lenders Group to be elected as directors of the Company in any and all elections of directors of the Company held during the term of this Agreement and to cause the designees of the Lenders Group to the committees of the Board of Directors of the Company as provided in Section 2.2(b) to be duly appointed to such committees. Without limiting the generality or effect of Section 2.3(a), each Stockholder will vote or cause to be voted for the election of the Stockholder Nominees and the Chief Executive Officer to be elected as directors of the Company in any and all elections of directors of the Company held during the term of this Agreement all Shares entitled to vote in such election that such Stockholder has the power to vote or in respect of which such Stockholder has the power to direct the vote. For the avoidance of doubt, TAC will vote or cause to be voted for the election of the Stockholder Nominees nominated by the Lenders Group to be elected as directors of the Company in any and all elections of directors of the Company held during the term of this Agreement all Shares entitled to vote in such election that TAC has the power to vote or in respect of which TAC has the power to direct the vote. Without limiting the generality or effect of Section 2.3(a), at each meeting of the stockholders of the Company held during the term of this Agreement at which the term of office of any Stockholder Nominee or the Chief Executive Officer (an " Expiring Nominee") expires, each such Expiring Nominee will be nominated for election to another term as a director of the Company and will be included in the slate of nominees recommended to Stockholders for election as directors of the Company in any proxy statement prepared by or on behalf of the Company with respect to such meeting; provided, however, provided that, at if the Stockholder or Stockholders that nominated any time there are Expiring Nominee so specify, or any shares of Series A-1 Preferred Stock issued and outstandingExpiring Nominee declines or is unable to accept the nomination, another individual designated by the Stockholder or Stockholders that nominated such Expiring Nominee, in lieu of the holders of record such Expiring Nominee, will be nominated for election as a director of the shares Company and will be included in the slate of Preferred Stock, the holders of record of shares of Series A-1 Preferred Stock shall be entitled nominees recommended to elect three (3) Stockholders for election as directors of the Corporation (Company in any such proxy statement. Without limiting any other provision of this Agreement imposing obligations on transferees generally, it is expressly agreed that the “Preferred Directors”); provided, further, that for administrative convenience, the initial Preferred Directors may also be appointed by the Board of Directors voting and related covenants contained in connection with the approval of the initial issuance of Preferred Stock without a separate action by the holders of Preferred Stock. Any director elected as provided in the preceding sentences may be removed without cause by, and only by, the affirmative vote of the holders of the shares of the class or series of stock entitled to elect such director or directors, given either at a special meeting of such stockholders duly called for that purpose or pursuant to a written consent of stockholders. If the holders of shares this Article II shall bind any transferee of any class or series of stock fail to elect a sufficient number of directors to fill all directorships Stockholder for which they are entitled to elect directors, voting exclusively and as a separate class, pursuant to the first sentence term of this Subsection 4.2, then any directorship not so filled shall remain vacant until such time as the holders of such series or class of stock elect a person to fill such directorship by vote or written consent in lieu of a meeting; and no such directorship may be filled by stockholders of the Corporation other than by the stockholders of the Corporation that are entitled to elect a person to fill such directorship, voting exclusively and as a separate class. The holders of record of the shares of Common Stock and of any other class or series of voting stock (including the Preferred Stock), exclusively and voting together as a single class, on an as converted basis, shall be entitled to elect the balance of the total number of directors of the Corporation by vote of a majority of such shares. At any meeting held for the purpose of electing a director, the presence in person or by proxy of the holders of a majority of the outstanding shares of the class or series entitled to elect such director shall constitute a quorum for the purpose of electing such director. Except as otherwise provided in this Subsection 4.2, a vacancy in any directorship filled by the holders of any class or series shall be filled only by vote or written consent in lieu of a meeting of the holders of such class or series or by any remaining director or directors elected by the holders of such class or series pursuant to this Subsection 4.2Agreement.

Election of Directors. The Unless otherwise required by the Certificate of Incorporation, the election of directors shall not be by ballot unless the person presiding at such meeting shall so direct or any shareholder, present in person or by proxy and entitled to vote thereon, shall so demand. If authorized by the Board of Directors, such requirement of a written ballot shall be satisfied by a ballot submitted by electronic transmission, provided that any such electronic transmission must either set forth or be submitted with information from which it can be determined that the electronic transmission was authorized by the stockholder or proxy holder. Unless otherwise required by law, the Certificate of Incorporation, or these by-laws, the election of directors shall be decided by a majority of the votes cast at a meeting of the stockholders by the holders of record of the shares of Preferred Stock, exclusively and as a separate class, shall be stock entitled to elect three (3) directors of vote in the Corporationelection; provided, however, that, at any time there are any shares of Series A-1 Preferred Stock issued and outstanding, in lieu if the Chairman of the holders Board determines that the number of record nominees for director exceeds the number of directors to be elected, directors shall be elected by a plurality of the votes of the shares represented in person or by proxy at any meeting of Preferred Stockstockholders held to elect directors and entitled to vote on such election of directors. For purposes of this Section 2.09(b), a majority of the votes cast means that the number of shares voted “for” a nominee must exceed the votes cast “against” such nominee’s election. If a nominee for director who is not an incumbent director does not receive a majority of the votes cast, the holders nominee shall not be elected. The Board of record of shares of Series A-1 Preferred Stock shall be entitled Directors has established procedures under which a director standing for reelection in an uncontested election must tender a resignation conditioned on the incumbent director’s failure to elect three (3) directors receive a majority of the votes cast. In the event of an uncontested election of directors, if an incumbent director who is standing for re-election does not receive a majority of the votes cast, the independent members of the Board of Directors, in accordance with the procedures established by the Board of Directors, shall decide whether or not to accept such resignation within ninety (90) days after the date the results of the election are certified and the Corporation shall promptly disclose and explain such decision in a document furnished or filed with the United States Securities and Exchange Commission (the “Preferred DirectorsSEC”); provided. The independent members of the Board of Directors in making their decision, furthermay consider any factors or other information that they consider appropriate and relevant, that including the recommendation of a committee established for administrative conveniencethe purposes thereof. The director who tenders their resignation shall not participate in the decision of the Board of Directors or the recommendation of any committee with respect to their resignation. If such director’s resignation is rejected by the Board of Directors, such director shall continue to serve until the initial Preferred Directors may also be appointed next annual meeting and until their successor is duly elected, or their earlier resignation or removal. If a director’s resignation is accepted by the Board of Directors in connection with the approval of the initial issuance of Preferred Stock without a separate action by the holders of Preferred Stock. Any director elected as provided in the preceding sentences may be removed without cause by, and only by, the affirmative vote of the holders of the shares of the class or series of stock entitled to elect such director or directors, given either at a special meeting of such stockholders duly called for that purpose or pursuant to a written consent this Article II, Section 9(b), then the Board of stockholders. If the holders of shares of Directors, in its sole discretion, may fill any class or series of stock fail to elect a sufficient number of directors to fill all directorships for which they are entitled to elect directors, voting exclusively and as a separate class, resulting vacancy pursuant to the first sentence provisions of this Subsection 4.2Article III, then any directorship not so filled shall remain vacant until such time as Section 3.03 or may decrease the holders of such series or class of stock elect a person to fill such directorship by vote or written consent in lieu of a meeting; and no such directorship may be filled by stockholders size of the Corporation other than by the stockholders Board of the Corporation that are entitled to elect a person to fill such directorship, voting exclusively and as a separate class. The holders of record of the shares of Common Stock and of any other class or series of voting stock (including the Preferred Stock), exclusively and voting together as a single class, on an as converted basis, shall be entitled to elect the balance of the total number of directors of the Corporation by vote of a majority of such shares. At any meeting held for the purpose of electing a director, the presence in person or by proxy of the holders of a majority of the outstanding shares of the class or series entitled to elect such director shall constitute a quorum for the purpose of electing such director. Except as otherwise provided in this Subsection 4.2, a vacancy in any directorship filled by the holders of any class or series shall be filled only by vote or written consent in lieu of a meeting of the holders of such class or series or by any remaining director or directors elected by the holders of such class or series Directors pursuant to this Subsection 4.2the provisions of Article III, Section 3.02.

Election of Directors. The holders of record of the shares of Series A Preferred Stock, exclusively and as a separate class, shall be entitled to elect two (2) directors of the Corporation (the “Series A Directors”), the holders of record of the shares of Series B Preferred Stock, exclusively and as a separate class, shall be entitled to elect three (3) directors of the Corporation; providedCorporation (the “Series B Directors”), however, that, at any time there are any shares of Series A-1 Preferred Stock issued and outstanding, in lieu of the holders of record of the shares of Series C Preferred Stock, the holders of record of shares of Series A-1 Preferred Stock exclusively and as a separate class, shall be entitled to elect three one (31) directors director of the Corporation (the “Preferred DirectorsSeries C Director”); provided, further, that for administrative convenience, the initial Preferred Directors may also be appointed by the Board of Directors in connection with the approval of the initial issuance of Preferred Stock without a separate action by ) and the holders of Preferred record of the shares of Common Stock, exclusively and as a separate class, shall be entitled to elect one (1) director of the Corporation (the “Common Director”). Any director elected as provided in the preceding sentences sentence may be removed without cause by, and only by, the affirmative vote of the holders of the shares of the class or series of capital stock entitled to elect such director or directors, given either at a special meeting of such stockholders duly called for that purpose or pursuant to a written consent of stockholders. If the holders of shares of any class or series of stock fail to elect a sufficient number of directors to fill all directorships for which they are entitled to elect directors, voting exclusively and as a separate class, pursuant to the first sentence of this Subsection 4.2, then any directorship not so filled shall remain vacant until such time as the holders of such series or class of stock elect a person to fill such directorship by vote or written consent in lieu of a meeting; and no such directorship may be filled by stockholders of the Corporation other than by the stockholders of the Corporation that are entitled to elect a person to fill such directorship, voting exclusively and as a separate class. The holders of record of the shares of Common Stock and of any other class or series of voting stock (including the Series A Preferred Stock, Series B Preferred Stock and Series C Preferred Stock), exclusively and voting together as a single class, on an as converted basis, shall be entitled to elect the balance of the total number of directors of the Corporation by vote of a majority of such sharesCorporation. At any meeting held for the purpose of electing a director, the presence in person or by proxy of the holders of a majority of the outstanding shares of the class or series entitled to elect such director shall constitute a quorum for the purpose of electing such director. Except as otherwise provided in this Subsection 4.2, a A vacancy in any directorship filled by the holders of any class or series shall may be filled only by vote or written consent in lieu of a meeting of the holders of such class or series or by any remaining director or directors elected by the holders of such class or series pursuant to this Subsection 4.23.2.

Election of Directors. The holders Board of record Directors of the shares New Company shall comprise of Preferred Stockfour Directors, exclusively two of whom shall be appointed (not nominated) to the Board by CMR and as a separate class, two of whom shall be appointed (not nominated) by SPAR. Each of SPAR and CMR shall be entitled to elect three (3) directors remove and replace any Director so appointed or removed by it. A director appointed by a Shareholder shall be deemed to have resigned with effect from the date on which that Shareholder disposes of its shares in the New Company or the date on which the New Company receives notice from a Shareholder of the Corporation; providedremoval of a Director appointed by that shareholder. The appointment, however, that, at any time there are any shares removal and replacement of Series A-1 Preferred Stock issued a Director shall be by notice to the New Company and outstanding, in lieu binding on the Shareholders and the New Company regardless of whether the formalities required for the appointment of Directors under the Companies Act have been met. A Director need not hold a qualifying share. The Chairman of the holders Board of record of the shares of Preferred Stock, the holders of record of shares of Series A-1 Preferred Stock Directors shall be entitled to elect three (3) directors of the Corporation (the “Preferred Directors”); provided, further, that for administrative convenience, the initial Preferred Directors may also be appointed by the Board of Directors in connection with from amongst the approval Directors. The Chairman shall be the Chairman both of the initial issuance Board of Preferred Stock without Directors and meetings of Shareholders. Should the Chairman not be present at any meeting of Directors of Shareholders then the Directors or Shareholders present at that meeting shall elect a separate action by Chairman for the holders purpose of Preferred Stockthat meeting. Any director elected In case of any decrease or increase of the number of Directors, the representations stipulated above shall be unchanged and pro rata as between SPAR and CMR at all times unless otherwise provided in the preceding sentences may be removed without cause by, and only by, the affirmative vote of the holders of the shares of the class or series of stock entitled to elect such director or directors, given either at a special meeting of such stockholders duly called for that purpose or pursuant to a written consent of stockholdersthis Agreement under Article 23 below. If the holders of shares of any class or series of stock fail to elect a sufficient number of directors to fill all directorships for which they are entitled to elect directors, voting exclusively and as a separate class, pursuant to the first sentence of this Subsection 4.2, then any directorship not so filled shall remain vacant until such time as the holders of such series or class of stock elect a person to fill such directorship by vote or written consent in lieu of a meeting; and no such directorship may be filled by stockholders of the Corporation other than by the stockholders of the Corporation that are entitled to elect a person to fill such directorship, voting exclusively and as a separate class. The holders of record of the shares of Common Stock and of any other class or series of voting stock (including the Preferred Stock), exclusively and voting together as a single class, on an as converted basis, Each Director shall be entitled to elect appoint (and thereafter remove) on notice to the balance New Company an Alternate Director to act in his place. An alternate, when acting as such, shall have all the powers and obligations of a Director, including the right to attend, speak and vote at meetings of the total number Board. The appointment of directors of an alternate Director shall cease on the Corporation by vote of a majority of such shares. At any meeting held for the purpose of electing a director, the presence in person or by proxy of the holders of a majority of the outstanding shares of the class or series entitled to elect such director shall constitute a quorum for the purpose of electing such director. Except as otherwise provided in this Subsection 4.2, a vacancy in any directorship filled by the holders happening of any class event which, if he were a Director, would cause him to cease to hold office as a Director, or, if the Director who appointed him ceases to be a Director, or series shall be filled only by vote or written consent in lieu of a meeting of removes the holders of such class or series or by any remaining director or directors elected by the holders of such class or series pursuant to this Subsection 4.2.alternate Director

Election of Directors. The holders of record For so long as any shares of the shares Convertible Preferred Stock remain issued and outstanding, the holders thereof, voting separately as a class, shall have the right to elect one director to serve on the Company's Board of Directors. The Company shall cause to be nominated as a candidate for such director position any person that, at least 60 calendar days before any meeting (i) is designated in writing by a holder of Convertible Preferred Stock, exclusively (ii) who agrees in writing to serve if elected and (iii) who provides the Company with a reasonable description of his personal and business background and qualifications to serve as a separate director of the Company; PROVIDED, HOWEVER, that the Company may refuse to cause any person to be so nominated if, based on a review of such person's qualifications, the Board of Directors reasonably concludes that such person is unfit to serve as director of the Company. From and after such appointment (i) such director shall serve until the next annual meeting of the shareholders of the Company and until his successor has been elected and qualifies and (ii) at each annual meeting of the shareholders of the Company, the Convertible Preferred Stock, voting as a single class, shall be entitled to elect three (3) directors one director of the Corporation; provided, however, that, at any time there are any shares Company. Cumulative voting by holders of Series A-1 Convertible Preferred Stock issued and outstanding, in lieu of the holders of record of the shares of Preferred Stock, the holders of record of shares of Series A-1 Preferred Stock shall be entitled to elect three (3) directors of the Corporation (the “Preferred Directors”); provided, further, that for administrative convenience, the initial Preferred Directors may also be appointed by is prohibited. Any vacancy on the Board of Directors in connection with caused by the approval death or resignation of a director so elected or appointed shall be filled at the next annual meeting of the initial issuance shareholders of Preferred Stock without a separate action the Company, PROVIDED, HOWEVER, that the Board of Directors shall promptly appoint to fill such vacancy any qualified person designated in writing by the holders of more than 50% of the then outstanding Convertible Preferred Stock. Any The term of office of the director elected as provided in the preceding sentences may be removed without cause by, and only by, the affirmative vote of designated by the holders of the Convertible Preferred Stock will terminate immediately upon there being no shares of the class or series of stock entitled to elect such director or directors, given either at a special meeting of such stockholders duly called for that purpose or pursuant to a written consent of stockholders. If the holders of shares of any class or series of stock fail to elect a sufficient number of directors to fill all directorships for which they are entitled to elect directors, voting exclusively and as a separate class, pursuant to the first sentence of this Subsection 4.2, then any directorship not so filled shall remain vacant until such time as the holders of such series or class of stock elect a person to fill such directorship by vote or written consent in lieu of a meeting; and no such directorship may be filled by stockholders of the Corporation other than by the stockholders of the Corporation that are entitled to elect a person to fill such directorship, voting exclusively and as a separate class. The holders of record of the shares of Common Convertible Preferred Stock and of any other class or series of voting stock (including the Preferred Stock), exclusively and voting together as a single class, on an as converted basis, shall be entitled to elect the balance of the total number of directors of the Corporation by vote of a majority of such shares. At any meeting held for the purpose of electing a director, the presence in person or by proxy of the holders of a majority of the outstanding shares of the class or series entitled to elect such director shall constitute a quorum for the purpose of electing such director. Except as otherwise provided in this Subsection 4.2, a vacancy in any directorship filled by the holders of any class or series shall be filled only by vote or written consent in lieu of a meeting of the holders of such class or series or by any remaining director or directors elected by the holders of such class or series pursuant to this Subsection 4.2outstanding.

Election of Directors. The holders of record of the shares of Series A Preferred Stock, exclusively and as a separate class, shall be entitled to elect one (1) director of the Corporation (the “Series A Director”), the holders of record of the shares of Series B Preferred Stock, exclusively and as a separate class, shall be entitled to elect two (2) directors of the Corporation (the “Series B Directors”), the holders of record of the shares of Series C Preferred Stock and Series C-1 Preferred Stock, exclusively and as a separate class, shall be entitled to elect three (3) directors of the Corporation; providedCorporation (the “Series C/C-1 Directors ”), however, that, at any time there are any and the holders of record of shares of Series A-1 B Preferred Stock, Series C Preferred Stock issued and outstandingSeries C-1 Preferred Stock shall be entitled to elect one (1) director, in lieu with such director subject to the approval of the holders of record of the shares of Preferred Stock, the holders of record of shares of Common Stock and Series A-1 A Preferred Stock shall be entitled to elect three (3) directors of the Corporation voting together as a single class (the “Preferred DirectorsIndependent Director”); provided, further, that for administrative convenience, the initial Preferred Directors may also be appointed by the Board of Directors in connection with the approval of the initial issuance of Preferred Stock without a separate action by the holders of Preferred Stock. Any director elected as provided in the preceding sentences sentence may be removed without cause by, and only by, the affirmative vote of the holders of the shares of the class or series of capital stock entitled to elect such director or directors, given either at a special meeting of such stockholders duly called for that purpose or pursuant to a written consent of stockholders. If the holders of shares of any class Series A Preferred Stock, Series B Preferred Stock or series of stock Series C Preferred Stock and Series C-1 Preferred Stock, as the case may be, fail to elect a sufficient number of directors to fill all directorships for which they are entitled to elect directors, voting exclusively and as a separate class, pursuant to the first sentence of this Subsection 4.23.2, then any directorship not so filled shall remain vacant until such time as the holders of such series the Series A Preferred Stock, the Series B Preferred Stock or class of stock the Series C Preferred Stock and Series C-1 Preferred Stock, as the case may be, elect a person to fill such directorship by vote or written consent in lieu of a meeting; and no such directorship may be filled by stockholders of the Corporation other than by the stockholders of the Corporation that are entitled to elect a person to fill such directorship, voting exclusively and as a separate class. The holders of record of the shares of Common Stock and of any other class or series of voting stock (including the Series A Preferred Stock, the Series B Preferred Stock, the Series C Preferred Stock, and Series C-1 Preferred Stock), exclusively and voting together as a single class, on an as converted basis, shall be entitled to elect the balance of the total number of directors of the Corporation by who are not the Series A Director, Series B Directors, Series C/C-1 Directors or the Independent Director (the “Common Independent Directors”); provided that, if any Common Independent Director or any Affiliate (as defined below) of any Common Independent Director holds any shares of Preferred Stock, such vote of such Common Independent Director shall not count on any matters relating to or in connection with a majority Sale of such sharesthe Company as defined in that certain Fourth Amended and Restated Voting Agreement by and among the Corporation and those parties named therein, dated as of the date hereof and as amended from time to time. At any meeting held for the purpose of electing a director, the presence in person or by proxy of the holders of a majority of the outstanding shares of the class or series entitled to elect such director shall constitute a quorum for the purpose of electing such director. Except as otherwise provided in this Subsection 4.23.2, a vacancy in any directorship filled by the holders of any class or series shall be filled only by vote or written consent in lieu of a meeting of the holders of such class or series or by any remaining director or directors elected by the holders of such class or series pursuant to this Subsection 4.23.2.

Election of Directors. The holders of record of the shares of Series B Preferred Stock, exclusively and as a separate class, shall be entitled to elect three (3) directors of the Corporation; provided, however, that, at any time there are any shares of Series A-1 Preferred Stock issued and outstanding, in lieu of the holders of record of the shares of Preferred Stock, the holders of record of shares of Series A-1 Preferred Stock shall be entitled to elect three (3) directors a director of the Corporation (the “Preferred DirectorsSeries B Director”); provided, further, that for administrative convenience, the initial Preferred Directors may also be appointed by the Board of Directors in connection with the approval of the initial issuance of Preferred Stock without a separate action by the holders of Preferred Stock. Any director elected as provided in the preceding sentences sentence may be removed with or without cause by, and only by, the affirmative vote of the holders of the shares of the class or series of capital stock entitled to elect such director or directors, given either at a special meeting of such stockholders duly called for that purpose or pursuant to a written consent of stockholders. If the holders of shares of any class Series B Preferred Stock or series of stock Common Stock, as the case may be, fail to elect a sufficient number of directors to fill all directorships for which they are entitled to elect directors, voting exclusively and as a separate class, pursuant to the first sentence of this Subsection 4.23.2, then any directorship not so filled shall remain vacant until such time as the holders of such series the Series B Preferred Stock, the remaining Series B Director in office, if any (which appointment shall be subject to removal by the Series B Preferred Stock holders as provided herein) or class of stock Common Stock, as the case may be, elect a person to fill such directorship by vote or written consent in lieu of a meetingmeeting or as may be appointed pursuant to a voting or similar agreement of the parties; and no such directorship may be filled by stockholders of the Corporation other than by the stockholders of the Corporation that are entitled to elect a person to fill such directorship, voting exclusively and as a separate class. The holders of record of the shares of Common Stock and of any other class or series of voting stock (including the Series B Preferred Stock), exclusively and voting together as a single class, on an as converted basis, shall be entitled to elect the balance of the total number of directors of the Corporation by vote of a majority of such sharesCorporation. At any meeting held for the purpose of electing a director, the presence in person or by proxy of the holders of a majority of the outstanding shares of the class or series entitled to elect such director shall constitute a quorum for the purpose of electing such director. Except as otherwise provided in this Subsection 4.23.2, a vacancy in any directorship filled by the holders of any class or series shall be filled only by vote or written consent in lieu of a meeting of the holders of such class or series or by any remaining director or directors elected by the holders of such class or series pursuant to this Subsection 4.23.2. The rights of the holders of the Series B Preferred Stock and the rights of the holders of the Common Stock under the first sentence of this Subsection 3.2 shall terminate on the first date following the Series B Original Issue Date (as defined below) on which there are issued and outstanding less than 20,000 shares of Series B Preferred Stock (subject to appropriate adjustment in the event of any stock dividend, stock split, combination or other similar recapitalization with respect to the Series B Preferred Stock). All references herein to matters, events or actions that require consents or approvals or the exercise of a veto right of the “Series B Director” or of the “Board, including the Series B Director” or similar terms, shall require the affirmative consent in writing of the Series B Director for such consent or approval (or, if not affirmatively approved in writing by the Series B Director shall be deemed vetoed or denied) and, in the event that no Series B Director is in office, then such consent, approval or exercise of veto right shall require affirmative consent of holders of a majority of the outstanding Series B Preferred Stock (or, if not so approved, shall be deemed vetoed or denied). At any time that veto right or requirement to consent to a matter is not obtained such matters shall be deemed not to have been approved or authorized by the Corporation. The rights provided by this Subsection 3.2 and all related rights in this Certificate, may be waived only if waived in writing by the Series B Director.

Election of Directors. The On all matters relating to the election and removal of directors of the Company, the Key Holders and the Investors agree to vote all Key Holder Shares and Investor Shares held by them (or the holders thereof shall consent pursuant to an action by written consent of the holders of record capital stock of the shares Company) so as to elect members of Preferred the board of directors of the Company (the “Board”) as follows: At each election of or action by written consent to elect directors in which the holders of Series A Stock, exclusively and voting as a separate class, shall be entitled to elect three (3) directors of the Corporation; provided, however, that, at any time there are any shares of Series A-1 Preferred Stock issued and outstanding, in lieu of the holders of record of the shares of Preferred Stock, the holders of record of shares of Series A-1 Preferred Stock shall be entitled to elect three (3) directors of the Corporation (the “Preferred Directors”); provided, further, that for administrative convenience, the initial Preferred Directors may also be appointed by the Board of Directors in connection with the approval of the initial issuance of Preferred Stock without a separate action by the holders of Preferred Stock. Any director elected as provided in the preceding sentences may be removed without cause by, and only by, the affirmative vote of the holders of the shares of the class or series of stock entitled to elect such director or directors, given either at a special meeting of such stockholders duly called for that purpose or pursuant to a written consent of stockholders. If the holders of shares of any class or series of stock fail to elect a sufficient number of directors to fill all directorships for which they are entitled to elect directorsa director of the Company, the Investors shall vote all of their respective Investor Shares so as to elect one (1) individual designated by [Foundry] (“Foundry”), which individual shall initially be ● . Any vote taken to remove any director elected pursuant to this Section 1.2(a), or to fill any vacancy created by the resignation, removal or death of a director elected pursuant to this Section 1.2(a), shall also be subject to the provisions of this Section 1.2(a). Upon the request of any party entitled to designate a director as provided in this Section 1.2(a), each Investor agrees to vote its Investor Shares for the removal of such director. At each election of directors in which the holders of Common Stock, voting exclusively and as a separate class, pursuant to the first sentence of this Subsection 4.2, then any directorship not so filled shall remain vacant until such time as the holders of such series or class of stock elect a person to fill such directorship by vote or written consent in lieu of a meeting; and no such directorship may be filled by stockholders of the Corporation other than by the stockholders of the Corporation that are entitled to elect a person to fill such directorship, voting exclusively and as a separate class. The holders of record of the shares of Common Stock and of any other class or series of voting stock (including the Preferred Stock), exclusively and voting together as a single class, on an as converted basis, shall be entitled to elect the balance of the total number of directors of the Corporation by vote of a majority of such shares. At any meeting held for the purpose of electing a directorCompany, the presence in Key Holders shall vote all of their respective Key Holder Shares so as to elect (i) the person or serving as Chief Executive Officer of the Company, which individual shall initially be ● , and (ii) one (1) individual designated by proxy of the holders of a majority of the outstanding shares of Key Holder Shares held by Key Holders then providing services to the class Company as officers or series entitled employees, if any. Any vote taken to elect such remove any director shall constitute a quorum for the purpose of electing such director. Except as otherwise provided in this Subsection 4.2, a vacancy in any directorship filled by the holders of any class or series shall be filled only by vote or written consent in lieu of a meeting of the holders of such class or series or by any remaining director or directors elected by the holders of such class or series pursuant to this Subsection 4.2Section 1.2(b), or to fill any vacancy created by the resignation, removal or death of a director elected pursuant to this Section 1.2(b), shall also be subject to the provisions of this Section 1.2(b). In the event that the person serving as the director to be elected as set forth in this Section 1.2(b)(i) ceases to serve as the Chief Executive Officer of the Company, each Key Holder agrees to vote its Key Holder Shares for the removal of such director at the request of a majority of the members of the Board excluding the director to be removed.

Election of Directors. The holders of record of the shares of Preferred Stock, exclusively and as a separate class, shall be entitled to elect three (3) directors of the Corporation; provided, however, that, at any time there are any shares of Series A-1 Preferred Stock issued and outstanding, in lieu of the . The holders of record of the shares of Preferred Common Stock, the holders of record of shares of Series A-1 Preferred Stock exclusively and as a separate class, shall be entitled to elect three (3) directors of the Corporation (the “Preferred Directors”); providedCorporation, furtherprovided that until March 31, that for administrative convenience2013, the initial Preferred Directors may also holders of record of the shares of Common Stock, exclusively and as a separate class, shall be appointed entitled to elect four (4) directors. With respect to the directors to be elected by the Board of Directors in connection with the approval holders of the initial issuance Preferred Stock, any election shall be determined by a majority of Preferred Stock without a separate action the votes cast by the holders of Preferred StockStock entitled to vote at the election. Any director elected as provided in the preceding sentences may be removed without cause by, and only by, the affirmative vote of the holders of the shares of the class or series of capital stock entitled to elect such director or directors, given either at a special meeting of such stockholders duly called for that purpose or pursuant to a written consent of stockholders. With respect to any such removal, the affirmative vote must be (i) with respect to directors elected by the holders of Common Stock, by the vote of the holders of at least sixty-six and two-third percent (66 2/3%) of the shares then entitled to vote at an election of directors, and (ii) with respect to directors elected by the holders of Preferred Stock, by the vote of the holders of a majority of the outstanding shares of Preferred Stock. If the holders of shares of any class Preferred Stock or series of stock Common Stock, as the case may be, fail to elect a sufficient number of directors to fill all directorships for which they are entitled to elect directors, voting exclusively and as a separate class, pursuant to the first sentence of this Subsection 4.2Section 4(b), then any directorship not so filled shall remain vacant until such time as the holders of such series the Preferred Stock or class of stock Common Stock, as the case may be, elect a person to fill such directorship by vote or written consent in lieu of a meeting; and no such directorship may be filled by stockholders of the Corporation other than by the stockholders of the Corporation that are entitled to elect a person to fill such directorship, voting exclusively and as a separate class. The Prior to March 31, 2013, the holders of record of the shares of Common Stock and of any other class or series of voting stock (excluding the Preferred Stock), exclusively and voting together as a single class, shall be entitled to elect the balance of the total number of directors of the Corporation. On and after March 31, 2013, the holders of record of the shares of Common Stock and of any other class or series of voting stock (including the Preferred Stock), exclusively and voting together as a single class, on an as converted basis, shall be entitled to elect the balance of the total number of directors of the Corporation by vote of a majority of such sharesCorporation. At any meeting held for the purpose of electing a director, the presence in person or by proxy of the holders of a majority of the outstanding shares of the class or series entitled to elect such director shall constitute a quorum for the purpose of electing such director. Except as otherwise provided in this Subsection 4.2Section 4(b), a vacancy in any directorship filled by the holders of any class or series shall be filled only by vote or written consent in lieu of a meeting of the holders of such class or series or by any remaining director or directors elected by the holders of such class or series pursuant to this Subsection 4.2Section 4(b).