Common use of Election of Directors Clause in Contracts

Election of Directors. (i) As of the date hereof, the Board will consist of Xxxxx Xxxxxx, Xxxx Xxxx, Xxxx Xxxxxxxxx (Xxxx Xxxx and Xxxx Xxxxxxxxx, together, being the Series A Preferred Directors (as defined below)), In Xxxx Xxxxx, Xxxxx Xxxx (In Xxxx Xxxxx and Xxxxx Xxxx, together, being the Series B Preferred Directors (as defined below)), Xxxxxxx Xxxx (being the Series B Independent Director (as defined in the Certificate of Incorporation)), Xxxxxxxxx Xxxxxxxxxx and Xxxxxx Xxxxxxxxxxx, MD (Xxxxxxxxx Xxxxxxxxxx and Xxxxxx Xxxxxxxxxxx, MD, together, being the Series C Directors (as defined below)). From and after the Closing (as such term is defined in the Stock Purchase Agreement), the Investors and the Company shall take all reasonable action within their respective power, including, but not limited to, the voting of (or acting by written consent with respect to) all shares of capital stock of the Company Owned by them (including the Shares), required to cause the Board to consist of eight (8) members which shall include: (i) the then-current Chief Executive Officer of the Company; (ii) two (2) representatives designated by the holders of the Existing Series A Preferred in accordance with the terms of the Certificate of Incorporation (each a “Series A Preferred Director”); (iii) three (3) representatives designated by the holders of the Series B Preferred Stock in accordance with the terms of the Certificate of Incorporation (each, a “Series B Preferred Director”); and (iv) two (2) representatives designated by the holders of the Series C Preferred Stock, provided, however, that one of the Series C Directors shall be designated by Norwest for so long as it Owns at least fifty percent (50%) of the shares of Series C Preferred Stock purchased by it pursuant to the Stock Purchase Agreement (subject to appropriate adjustment in the event of any stock dividend, stock split, stock distribution or combination, subdivision, reclassification or other corporate actions having the similar effect with respect to the Series C Preferred Stock) (the “Series C Preferred Directors”) in accordance with the terms of the Certificate of Incorporation.

Election of Directors. 3.1 Each of the Shareholders acknowledges and agrees that (i) As of the date hereofXxxxxxx Xxxxx Software, the Board will consist of LLC ("Xxxxxxx Xxxxx Xxxxxx, Xxxx Xxxx, Xxxx Xxxxxxxxx (Xxxx Xxxx and Xxxx Xxxxxxxxx, together, being the Series A Preferred Directors (as defined below)), In Xxxx Xxxxx, Xxxxx Xxxx (In Xxxx Xxxxx and Xxxxx Xxxx, together, being the Series B Preferred Directors (as defined below)Software"), Xxxxxxx Xxxx Xxxxx Investment Partners, LLC (being the Series B Independent Director (as defined in the Certificate of Incorporation)"STIP"), Xxxxxxxxx Xxxxxxxxxx and Xxxxxx Xxxxxxxxxxx, MD Xxxxxxx Xxxxx Intellectual Capital Company LLC (Xxxxxxxxx Xxxxxxxxxx and Xxxxxx Xxxxxxxxxxx, MD, together, being the Series C Directors (as defined below)). From and after the Closing (as such term is defined in the Stock Purchase Agreement"STICC"), and Xxxxxxx Xxxxx Media and Communications Group LLC ("STMCG"), acting as a group, will be entitled to designate for election to the Investors and the Company shall take all reasonable action within their respective power, including, but not limited to, the voting Board of (or acting by written consent with respect to) all shares of capital stock Directors of the Company Owned by them (including the Shares"Board of Directors") one (1) director (the "Xxxxxxx Xxxxx Director"), required (ii) the Placement Agent will be entitled to cause designate for election to the Board of Directors one (1) director (the "Placement Agent Director"), (iii) Software Seed Capital Partners, X.X. XX ("SSC Partners") will be entitled to consist designate for election to the Board of eight Directors one (8) members which shall include: 1) director (i"SSC Director"), (iv) the then-current Company's Chief Executive Officer of the Company; , shall retain one (ii1) seat on the Board of Directors during the term of his/her employment as the Chief Executive Officer ("CEO Director"), (v) the holders of Common Stock, Series 1 Preferred Stock and Series 2 Preferred Stock, voting together as a class (but excluding Xxxxxxx Xxxxx Software, STIP, STMCG, STICC, the Placement Agent, the Company's CEO, SSC Partners, Sandler, and their respective Affiliated Entities for these purposes), will be entitled to designate for election to the Board of Directors one (1) director ("Shareholder Director"), (vi) Sandler will be entitled to designate for election to the Board of Directors one (1) director (the "Sandler Director"), and (vii) a majority of the Board of Directors will be entitled to designate for election to the Board of Directors two (2) representatives designated by the holders independent outside directors. For purposes of the Existing Series A Preferred in accordance with the terms of the Certificate of Incorporation (each a “Series A Preferred Director”); (iii) three (3) representatives designated by the holders of the Series B Preferred Stock in accordance with the terms of the Certificate of Incorporation (eachthis Agreement, a “Series B Preferred Director”); and (iv) two (2) representatives designated by the holders of the Series C Preferred Stock, provided, however, that one of the Series C Directors shall be designated by Norwest for so long as it Owns at least fifty percent (50%) of the shares of Series C Preferred Stock purchased by it pursuant to the Stock Purchase Agreement (subject to appropriate adjustment in the event of any stock dividend, stock split, stock distribution or combination, subdivision, reclassification or other corporate actions having the similar effect with respect to the Series C Preferred Stock) (the “Series C Preferred Directors”) in accordance with the terms of the Certificate of Incorporation."

Election of Directors. So long as such individuals respectively own ---------------------- the requisite amount of Common Stock set forth herein, each of the other Stockholders agrees to vote his or its Common Stock, and cause his Related Transferees to vote their Common Stock, in favor of Xxxxxxx X. Xxxxxxxx and Xxxxx X. XxXxxxxxx (i"XXXXXXXX" and XXXXXXXXX") As in all elections of the directors of the Company whether by meeting or action in writing. Such agreement to vote shall be effective as to each such individual so long as such individual continues to own (directly or, in the case of Xx. XxXxxxxxx, through a family trust and in either case, through Related Transferees after the date hereof, the Board will consist of Xxxxx Xxxxxx, Xxxx Xxxx, Xxxx Xxxxxxxxx ) at least two-thirds (Xxxx Xxxx and Xxxx Xxxxxxxxx, together, being the Series A Preferred Directors (as defined below)), In Xxxx Xxxxx, Xxxxx Xxxx (In Xxxx Xxxxx and Xxxxx Xxxx, together, being the Series B Preferred Directors (as defined below)), Xxxxxxx Xxxx (being the Series B Independent Director (as defined in the Certificate of Incorporation)), Xxxxxxxxx Xxxxxxxxxx and Xxxxxx Xxxxxxxxxxx, MD (Xxxxxxxxx Xxxxxxxxxx and Xxxxxx Xxxxxxxxxxx, MD, together, being the Series C Directors (as defined below)). From and after the Closing (as such term is defined in the Stock Purchase Agreement), the Investors and the Company shall take all reasonable action within their respective power, including, but not limited to, the voting of (or acting by written consent with respect to2/3) all shares of capital stock of the Company Owned Common Stock owned by them (including him on the Shares), required date hereof. Such agreement to cause vote shall cease to be effective upon the Board first to consist of eight (8) members which shall includeoccur of: (i) such individual ceasing to own (directly or indirectly, as aforesaid) in excess of one-third (1/3) of the thenCommon Stock owned by him on the date hereof and (ii) a Disproportionate Sale after which such individual and his Related Transferees own less than two-current Chief Executive Officer thirds (2/3) of the Common Stock owned by him and such Related Transferees on the date hereof. A "DISPROPORTIONATE SALE" as to either individual occurs on the date of a Transfer of Common Stock as a result of which the Common Stock owned by such individual and Related Transferees has decreased by a percentage that is greater, by at least five percent (5%), than the corresponding decrease in ownership of Common Stock of GEI to date. Each of the Stockholders further agrees the he or it shall vote its Common Stock and cause its Related Transferees to vote their Common Stock, in all elections of directors of the Company; (ii) two (2) representatives designated , whether by meeting or action in writing, in favour of all nominees for the holders board of directors proposed by GEI. For purposes of this Section 9 and the effectiveness of the Existing Series A Preferred in accordance with voting agreements herein, ownership of Common Stock shall be calculated based upon the terms Fully Diluted Ownership of the Certificate of Incorporation (each a “Series A Preferred Director”); (iii) three (3) representatives designated by the holders of the Series B Preferred Stock in accordance with the terms of the Certificate of Incorporation (eachindividual and his Related Transferees, a “Series B Preferred Director”); and (iv) two (2) representatives designated by the holders of the Series C Preferred Stock, provided, however, that one of the Series C Directors shall be designated by Norwest for so long as it Owns at least fifty percent (50%) of the shares of Series C Preferred Stock purchased by it pursuant to the Stock Purchase Agreement (subject to appropriate adjustment in the event of any stock dividend, stock split, stock distribution or combination, subdivision, reclassification or other corporate actions having the similar effect with respect to the Series C Preferred Stock) (the “Series C Preferred Directors”) in accordance with the terms of the Certificate of Incorporationaggregate.

Election of Directors. (i) As of the date hereof, the Company’s Board will consist of Xxxxx Xxxxxx, Xxxx Xxxx, Xxxx Xxxxxxxxx (Xxxx Xxxx and Xxxx Xxxxxxxxx, together, being the Series A Preferred Directors (as defined below)), In Xxxx Xxxxx, Xxxxx Xxxx the “Board”) consists of four (In Xxxx Xxxxx and Xxxxx Xxxx, together, being the Series B Preferred Directors (as defined below)), Xxxxxxx Xxxx (being the Series B Independent Director (as defined in the Certificate of Incorporation)), Xxxxxxxxx Xxxxxxxxxx and Xxxxxx Xxxxxxxxxxx, MD (Xxxxxxxxx Xxxxxxxxxx and Xxxxxx Xxxxxxxxxxx, MD, together, being the Series C Directors (as defined below))4) members. From and after the Closing (as such term is defined in the Stock Purchase Agreement)date hereof, the Investors and the Company shall take all reasonable action within their respective power, including, including but not limited to, the voting of (or acting by written consent with respect to) all shares of capital stock of the Company Owned Shares owned by them (including the Shares)from time to time and entitled to vote, required to cause the Board to consist of eight (8) members which shall include: (i) the then-current Chief Executive Officer consist of the Company; four (ii4) two (2) representatives designated by the holders of the Existing Series A Preferred in accordance with the terms of the Certificate of Incorporation (each a “Series A Preferred Director”); (iii) members or such other number not less than three (3) representatives members as the Board may from time to time establish, (ii) include a number of directors designated by the holders Third Point Re that constitutes at least a majority of the Series B Preferred Stock in accordance with the terms of the Certificate of Incorporation (eachBoard, a “Series B Preferred Director”); and (iviii) two (2) representatives designated by the holders of the Series C Preferred Stock, provided, however, that one of the Series C Directors shall be designated by Norwest for so long as it Owns Hiscox (x) holds at least 1,200 Shares and (y) owns Series B Shares of the Fund in an amount representing at least fifty percent (50%) of the shares value of the Series C Preferred Stock purchased B Shares of the Fund acquired by it pursuant Hiscox on the date hereof, in each case as valued as the purchase price paid by Hiscox for such Series B Shares, include one (1) director designated by Hiscox (the “Hiscox Director”), subject to the Stock Purchase Agreement right of the Board to approve such nominee (which approval shall not be unreasonably withheld, delayed or conditioned), it being understood and agreed that the initial Hiscox Director shall be Xxxxxx Xxxxxxx. The Xxxxxx Director may, upon written notice to the Board, nominate any person to be the Hiscox Director’s alternate Director (an “Alternate Director”), subject to appropriate adjustment in the event right of the Board to approve such nominee (which approval shall not be unreasonably withheld, delayed or conditioned), it being understood and agreed that the initial Alternate Director for the Hiscox Director shall be either Xxxx Xxxxxxx or Xxxxxx Xxxxx An Alternate Director shall perform all of the functions and duties and have all of the rights of the Hiscox Director at any meeting at which the Hiscox Director is not present. Unless (A) prohibited by law or applicable rules or regulations of any stock dividendexchange or automated dealer quotation system on which the Shares may become listed or (B) such committee is formed to consider a transaction between Hiscox and the Company, stock splitthe Hiscox Director shall be a member of each committee of the Board for so long as Hiscox has the right to designate a director pursuant to this Section 2(a). Hiscox shall forfeit its right to designate the Hiscox Director upon the occurrence of a Call Option Trigger Event, stock distribution or combination, subdivision, reclassification or other corporate actions having the similar effect with respect following which Hiscox shall cause any person designated by it to the Series C Preferred StockBoard to resign from the Board and any committee of the Board (and, unless otherwise requested by the Company, the board of directors (or equivalent governing body) of any Subsidiary of the Company or the Fund) with immediate effect. If Hiscox fails or refuses to cause any person designated by it to the Board to resign therefrom (and from any other committee of the “Series C Preferred Directors”Board and the board of directors (or equivalent governing body) of any Subsidiary of the Company or the Fund), in each case in accordance with the terms set forth in this Section 2(a), then Hiscox hereby irrevocably and unconditionally appoints (which appointment is coupled with an interest) the Secretary and the Assistant Secretary of the Certificate Company as his or its attorney-in-fact in Hiscox’s name and as its act and deed to execute all such documents and do all such other things as the attorney-in-fact shall, in his or its absolute discretion, consider necessary or desirable in order to effect the removal from the Board (and any committee of Incorporationthe Board and the board of directors (or equivalent governing body) of any Subsidiary of the Company or the Fund) of any person designated by Hiscox to the Board (or any other committee of the Board or the board of directors (or equivalent governing body) of any Subsidiary of the Company or the Fund).

Election of Directors. (i) As The Board of Directors of the date hereof, the Board Company will consist of Xxxxx Xxxxxxseven (7) persons. The Preferred Holders and Common Holders shall, Xxxx Xxxxwhether by meeting, Xxxx Xxxxxxxxx (Xxxx Xxxx and Xxxx Xxxxxxxxx, together, being the Series A Preferred Directors (as defined below)), In Xxxx Xxxxx, Xxxxx Xxxx (In Xxxx Xxxxx and Xxxxx Xxxx, together, being the Series B Preferred Directors (as defined below)), Xxxxxxx Xxxx (being the Series B Independent Director (as defined in the Certificate of Incorporation)), Xxxxxxxxx Xxxxxxxxxx and Xxxxxx Xxxxxxxxxxx, MD (Xxxxxxxxx Xxxxxxxxxx and Xxxxxx Xxxxxxxxxxx, MD, together, being the Series C Directors (as defined below)). From and after the Closing (as such term is defined in the Stock Purchase Agreement), the Investors and the Company shall take all reasonable action within their respective power, including, but not limited to, the voting of (or acting by written consent with respect to) of lieu of a meeting, or otherwise, act in all capacities and vote the shares of capital stock of the Company Owned now or hereafter owned or controlled by them so as to cause and maintain the election to the Board of Directors of the Company of (including a) two representatives of the Sharesholders of a majority of Common Stock held by the Common Holders, one of which shall be the chief executive officer of the Company (“CEO”), required to cause who shall initially be Xxx Xxxxx as the CEO, and the other shall be an individual not affiliated with the Company or any of the Investors, who shall initially be Xxxxxx Xxxxxx, (b) one designee of Xxxxxxx (the “Xxxxxxx Director”), who shall initially be Xxxxxxx Xxxxxx, (c) one designee of Intersouth Partners VI, L.P. (the “Intersouth Director”), who shall initially be Xxxxxxx Xxxx, (d) one designee nominated by a majority of the Common Holders and the Junior Holders, voting together as a single class, who shall initially be B. Xxxxxxxxx Xxxxx, and (e) two designees, not affiliated with the Company or any of the Investors, nominated by the Board of Directors of the Company. Xxxxxxx, Intersouth Partners VI, the Junior Holders, the Common Holders or the Board of Directors may elect at any time to consist replace their designee on the Board of eight (8) members Directors, in which shall include: (i) the case all parties will vote to remove their then-current Chief Executive Officer designee(s) and elect new designee(s) of that voting group. Upon request, the Xxxxxxx Director and Intersouth Director shall be appointed to any committee of the Company; (ii) two (2) representatives designated by the holders Board of the Existing Series A Preferred in accordance with the terms of the Certificate of Incorporation (each a “Series A Preferred Director”); (iii) three (3) representatives designated by the holders of the Series B Preferred Stock in accordance with the terms of the Certificate of Incorporation (each, a “Series B Preferred Director”); and (iv) two (2) representatives designated by the holders of the Series C Preferred Stock, provided, however, that one of the Series C Directors shall be designated by Norwest for so long as it Owns at least fifty percent (50%) of the shares of Series C Preferred Stock purchased by it pursuant to the Stock Purchase Agreement (subject to appropriate adjustment in the event of any stock dividend, stock split, stock distribution or combination, subdivision, reclassification or other corporate actions having the similar effect with respect to the Series C Preferred Stock) (the “Series C Preferred Directors”) in accordance with the terms of the Certificate of Incorporation.

Election of Directors. (i) As of From and after the date hereof, the Board will consist of Xxxxx Xxxxxx, Xxxx Xxxx, Xxxx Xxxxxxxxx (Xxxx Xxxx and Xxxx Xxxxxxxxx, together, being the Series A Preferred Directors (as defined below)), In Xxxx Xxxxx, Xxxxx Xxxx (In Xxxx Xxxxx and Xxxxx Xxxx, together, being the Series B Preferred Directors (as defined below)), Xxxxxxx Xxxx (being the Series B Independent Director Trigger Date (as defined in the Certificate of Incorporation)Section 6(b) below), Xxxxxxxxx Xxxxxxxxxx and Xxxxxx Xxxxxxxxxxx, MD (Xxxxxxxxx Xxxxxxxxxx and Xxxxxx Xxxxxxxxxxx, MD, together, being the for so long as any holder of Series C Directors Preferred Stock (as defined below)). From and after the Closing “Series C Holder”) (as such term is defined in the Stock Purchase Agreement), the Investors and the Company shall take all reasonable action within their respective power, including, but not limited to, the voting of (or acting by written consent with respect toand/or any Affiliate thereof) all holds outstanding shares of capital stock of the Company Owned by them (including the Shares), required to cause the Board to consist of eight (8) members which shall include: (i) the then-current Chief Executive Officer of the Company; (ii) two (2) representatives designated by the holders of the Existing Series A Preferred in accordance with the terms of the Certificate of Incorporation (each a “Series A Preferred Director”); (iii) three (3) representatives designated by the holders of the Series B Preferred Stock in accordance with the terms of the Certificate of Incorporation (each, a “Series B Preferred Director”); and (iv) two (2) representatives designated by the holders of the Series C Preferred Stock, providedSeries B Preferred Stock and/or preferred stock convertible or exchangeable for shares of Common Stock, howeverthat, that one on an as-converted basis, together with any shares of Common Stock held by the Series C Directors Holder (and/or any Affiliate thereof) represent the percentage (the “Series C Preferred Stock Percentage”) of the outstanding shares of Common Stock set forth below, after giving effect to the conversion into Common Stock of all outstanding shares of Series C Preferred Stock, Series B Preferred Stock and such preferred stock, such Series C Holder, exclusively and as a separate class, shall be designated by Norwest for so long as it Owns at least entitled to elect the number of directors of the Corporation (the “Series C Directors”) opposite such percentage. Series C Preferred Stock Percentage Series C Director(s) Fifty percent (50%) or more 4 Thirty percent (30%) or more, but less than fifty percent (50%) 3 Twenty percent (20%) or more, but less than thirty percent (30%) 2 Five percent (5%) or more, but less than twenty percent (20%) 1 In the event that the size of the board of directors is increased in accordance with Section 6(c)(iii) below, the Corporation and the holders of record of the shares of Series C Preferred Stock purchased by shall adjust the Series C Preferred Stock Percentages and the corresponding number of Series C Directors as such parties shall determine to be appropriate. Any director elected as provided in the preceding sentence may be removed without cause by, and only by, the affirmative vote of the Series C Holder, exclusively and as a separate class, given either at a special meeting of such stockholders duly called for that purpose or pursuant to a written consent of stockholders. If the Series C Holder fails to elect a sufficient number of directors to fill all directorships for which it is entitled to elect directors, voting exclusively and as a separate class, pursuant to the first sentence of this Section 6(a), then any directorship not so filled shall remain vacant until such time as the Series C Holder elects 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 Series C Holder, voting exclusively and as a separate class. The holders of record of the shares of Common Stock Purchase Agreement (subject to appropriate adjustment in the event and of any other class or series of voting stock dividend, stock split, stock distribution or combination, subdivision, reclassification or other corporate actions having the similar effect with respect to (including the Series C Preferred Stock) (), exclusively and voting together as a single class, shall be entitled to elect the “Series C Preferred Directors”) in accordance with the terms balance of the Certificate total number of Incorporationdirectors of the Corporation. 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 Section 6(a), 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 Section 6(a).

Election of Directors. (i) As of the date hereof, the Board of Directors of the Company (the "Board") will consist of Xxxxx XxxxxxJoel Xxxxxxxx, Xxxx Xxxx, Xxxx Xxxxxxxxx (Xxxx Xxxx and Xxxx Xxxxxxxxx, together, being the Series A Preferred Directors (as defined below)), In Xxxx Xxofxxxx X. Xxxxx, Xxxxx Xxxx (In Xxxx Xxxxx and Xxxxx Xxxx, together, being the Series B Preferred Directors (as defined below)), Xxxxxxx Xxxx (being the Series B Independent Director (as defined in the Certificate of Incorporation)), Xxxxxxxxx Xxsox X. Xxxxxxxxxx and Xxxxxx Xxxxxxxxxxx, MD (Xxxxxxxxx Xxxxxxxxxx and Xxxxxx Xxxxxxxxxxx, MD, together, being the Series C Directors (as defined below))xxx Jamex X. Xxxxxx. From Xxom and after the Closing (as such term is defined in the Stock Purchase Agreement)date hereof, the Investors and the Company shall take all reasonable action within their respective power, including, including but not limited to, the voting of (or acting by written consent with respect to) all shares of capital stock of the Company Owned by them (including the Shares)them, required to cause the Board to consist of eight up to five (8) 5) members which shall include: or such other number as the Board may from time to time establish, and at all times throughout the term of this Agreement to include (i) the then-current Chief Executive Officer as long as Warburg, Pincxx Xxxity Partners, L.P., a Delaware limited partnership ("Warburg"), and its Affiliates Own Shares comprising at least fifteen percent (15%) of the Company; outstanding Common Stock (ii) assuming conversion of all Preferred Stock), two (2) representatives designated by the holders of the Existing Series A Preferred in accordance with the terms of the Certificate of Incorporation (each a “Series A Preferred Director”); (iii) three (3) representatives designated by the holders of the Series B Preferred Stock in accordance with the terms of the Certificate of Incorporation Warburg (each, a “Series B Preferred "Warburg Director”"); and (iv) two (2) representatives designated by the holders of the Series C Preferred Stock, provided, however, that one of in the Series C Directors shall be designated by Norwest for so long as it Owns event Warburg and its Affiliates Own Shares comprising at least fifty five percent (505%) but less than fifteen (15%) of the shares outstanding Common Stock (assuming conversion of Series C all Preferred Stock purchased by it pursuant to the Stock Purchase Agreement (subject to appropriate adjustment Stock), one Warburg Director, and provided further, that in the event Warburg and its Affiliates Own Shares comprising less than five percent (5%) of any stock dividend, stock split, stock distribution or combination, subdivision, reclassification or other corporate actions having the similar effect with respect to the Series C outstanding Common Stock (assuming conversion of all Preferred Stock) the Board shall not include any Warburg Directors, (ii) as long as Prudential Securities Group, Inc., a Delaware corporation ("Prudential"), and its Affiliates and Transferees Own Shares comprising, in the aggregate, at least five percent (5%) of the outstanding Common Stock (assuming conversion of all Preferred Stock), one representative designated by Prudential, its Affiliate or Transferee, as the case may be (the “Series C Preferred Directors”"Prudential Director"), provided, however, that in the event Prudential and its Affiliates and Transferees Own Shares comprising, in the aggregate, less than five percent (5%) in accordance with the terms of the Certificate outstanding Common Stock (assuming conversion of Incorporation.all Preferred Stock) the Board shall not include a Prudential Director; for purposes of this Subsection 2(a)(i)(ii), "

Election of Directors. (i) As The foregoing notwithstanding, in the event of the date hereofCompany's failure to pay dividends in accordance with Section 3, or the Board will consist occurrence of Xxxxx Xxxxxxone or more Events of Noncompliance, Xxxx Xxxxwithin 10 Business Days of such failure or such event, Xxxx Xxxxxxxxx (Xxxx Xxxx and Xxxx Xxxxxxxxxas the case may be, together, being the Series A Preferred Directors (as defined below)), In Xxxx Xxxxx, Xxxxx Xxxx (In Xxxx Xxxxx and Xxxxx Xxxx, together, being the Series B Preferred Directors (as defined below)), Xxxxxxx Xxxx (being the Series B Independent Director (as defined in the Certificate of Incorporation)), Xxxxxxxxx Xxxxxxxxxx and Xxxxxx Xxxxxxxxxxx, MD (Xxxxxxxxx Xxxxxxxxxx and Xxxxxx Xxxxxxxxxxx, MD, together, being the Series C Directors (as defined below)). From and after the Closing (as such term is defined in the Stock Purchase Agreement), the Investors and the Company shall take all reasonable action within their respective powernotify each holder of Preferred Stock thereof in writing, including, but not limited to, and the voting number of (or acting by written consent with respect to) all shares directors constituting the Board shall thereupon be automatically increased so that the number of capital stock new directorships of the Company Owned by them Board so created will constitute at least 25.0% (including rounded up to the Shares), required to cause the Board to consist of eight (8) members which shall include: (inearest whole number) the then-current Chief Executive Officer of the Company; (ii) two (2) representatives designated by entire Board, after giving effect to such increase, and the holders of the Existing Series A Preferred Stock shall have, in addition to the other voting rights provided herein, the exclusive and special right, voting separately as a class, to elect directors to fill such newly created directorships (and to fill any vacancy in such directorships until such time as the special voting rights provided by this Section 6(c)(i) shall terminate as set forth below). If the event giving rise to the special voting rights was a failure to pay dividends or an Event of Noncompliance described in Section 10(a)(iii), the special voting rights will continue until all accrued and unpaid dividends have been paid in full or all Events of Noncompliance have been cured, as the case may be, subject to revesting in the event of any future failure to pay dividends in accordance with the terms hereof or a subsequent Event of Noncompliance. Except as provided in the prior sentence, the special voting rights provided by this Section 6(c)(i) shall continue as long as any Preferred Stock is outstanding. If the special voting rights provided by this Section 6(c)(i) terminate, the terms of the Certificate of Incorporation (each a “Series A Preferred Director”); (iii) three (3) representatives designated additional directors elected by the holders of the Series B Preferred Stock in accordance with pursuant to this Section 6(c)(i) shall terminate and the terms number of directors constituting the Board shall then be decreased to such number as constituted the whole Board immediately prior to the occurrence of the Certificate of Incorporation (each, a “Series B Preferred Director”); and (ivevent giving rise to such special voting rights. The special voting rights provided in this Section 6(c)(i) two (2) representatives designated by shall not preclude or affect the holders of the Series C Preferred Stock, provided, however, that one of the Series C Directors shall be designated by Norwest for so long as it Owns at least fifty percent (50%) of the shares of Series C Preferred Stock purchased by it pursuant to the Stock Purchase Agreement (subject to appropriate adjustment in the event exercise of any stock dividendother rights or remedies provided hereby or by agreement, stock split, stock distribution by law or combination, subdivision, reclassification or other corporate actions having otherwise upon the similar effect with respect occurrence of any event giving rise to the Series C Preferred Stock) (the “Series C Preferred Directors”) in accordance with the terms of the Certificate of Incorporationsuch special rights.

Election of Directors. (i) As For so long as at least 10,000,000 shares of the date hereof, the Board will consist of Xxxxx Xxxxxx, Xxxx Xxxx, Xxxx Xxxxxxxxx (Xxxx Xxxx and Xxxx Xxxxxxxxx, together, being the Series A Preferred Directors Stock are outstanding (as defined below))adjusted for stock splits, In Xxxx Xxxxxstock dividends, Xxxxx Xxxx (In Xxxx Xxxxx reclassification and Xxxxx Xxxx, together, being the Series B Preferred Directors (as defined below)), Xxxxxxx Xxxx (being the Series B Independent Director (as defined in the Certificate of Incorporation)), Xxxxxxxxx Xxxxxxxxxx and Xxxxxx Xxxxxxxxxxx, MD (Xxxxxxxxx Xxxxxxxxxx and Xxxxxx Xxxxxxxxxxx, MD, together, being the Series C Directors (as defined below)). From and like occurring after the Closing (as such term is defined in the Stock Purchase AgreementEffective Time), the Investors holders of Series A Preferred Stock (voting together as a separate class and on an as-converted basis) shall be entitled to elect one (1) director of the Corporation (the “Series A Director”) at any election of directors. For so long as at least 2,000,000 shares of Series C-2 Preferred Stock and/or rights to acquire at least 2,000,000 shares of Series C-2 Preferred Stock under the Investment Agreement are outstanding (in each case, as adjusted for stock splits, stock dividends, reclassification and the Company shall take all reasonable action within their respective power, including, but not limited tolike occurring after the Effective Time), the holders of Series C-2 Preferred Stock (voting together as a separate class and on an as-converted basis) (or, prior to the issuance of (or acting by written consent with respect to) all any shares of capital stock of the Company Owned by them (including the Shares)Series C-2 Preferred Stock, required to cause the Board to consist of eight (8) members which shall include: (i) the then-current Chief Executive Officer of the Company; (ii) two (2) representatives designated by the holders of the Existing right to acquire Series C-2 Preferred Stock pursuant to the Investment Agreement, by written consent) shall be entitled to designate one (1) director of the Corporation (the “Series C-2 Director”, and together with the Series A Preferred in accordance with the terms of the Certificate of Incorporation (Director, each a “Series A Preferred Director”); . The holders of Class B Common Stock (iiivoting separately as a single Confidential Treatment Requested by Uber Technologies, Inc. Pursuant to 17 C.F.R. Section 200.83 class) three shall be entitled to elect six (36) representatives designated by directors of the Corporation at any election of directors. Notwithstanding anything to the contrary contained herein, neither the holders of the Series Seed Preferred Stock, Series B Preferred Stock in accordance with the terms of the Certificate of Incorporation (eachStock, a “Series B C-1 Preferred Director”); Stock, Series C-3 Preferred Stock, and (iv) two (2) representatives designated by Series D Preferred Stock, nor the holders of Class A Common Stock will be entitled to vote in the Series C Preferred Stockelection or removal of any directors of the Corporation. Notwithstanding the provisions of Section 223(a)(1) and 223(a)(2) of the Delaware General Corporation Law, any vacancy, including newly created directorships resulting from any increase in the authorized number of directors or amendment of this Restated Certificate of Incorporation, and vacancies created by removal or resignation of a director, may be filled by a majority of the directors then in office, though less than a quorum, or by a sole remaining director, and the directors so chosen shall hold office until the next annual election and until their successors are duly elected and shall qualify, unless sooner displaced; provided, however, that one where such vacancy occurs among the directors elected by the holders of a class or series of stock, the holders of shares of such class or series may override the action of the Series C Board of Directors shall to fill such vacancy by (i) voting for their own designee to fill such vacancy at a meeting of the Corporation’s stockholders or (ii) written consent, if the consenting stockholders hold a sufficient number of shares to elect their designee at a meeting of the stockholders. Any director may be designated by Norwest for so long as it Owns at least fifty percent (50%) removed during his or her term of office, either with or without cause, by, and only by, the affirmative vote of the holders of the shares of Series C Preferred Stock purchased by it 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, and any vacancy thereby created may be filled by the Stock Purchase Agreement (subject holders of that class or series of stock represented at the meeting or pursuant to appropriate adjustment in the event of any stock dividend, stock split, stock distribution or combination, subdivision, reclassification or other corporate actions having the similar effect with respect to the Series C Preferred Stock) (the “Series C Preferred Directors”) in accordance with the terms of the Certificate of Incorporationwritten consent.

Election of Directors. The Company’s sixth amended and restated memorandum and articles of association (ithe “Memorandum and Articles”) As shall provide that the Company’s board of directors (the “Board”) shall consist of not more than twelve (12) members, which number of members shall not be changed except pursuant to an amendment to the Memorandum and Articles. For so long as the Preferred Shares or Ordinary Shares issuable upon conversion of the date hereof, Preferred Shares held by Shunwei is no less than five percent (5%) of the Board will consist total number of Xxxxx Xxxxxx, Xxxx Xxxx, Xxxx Xxxxxxxxx (Xxxx Xxxx issued and Xxxx Xxxxxxxxx, together, being the Series A Preferred Directors (as defined below)), In Xxxx Xxxxx, Xxxxx Xxxx (In Xxxx Xxxxx and Xxxxx Xxxx, together, being the Series B Preferred Directors (as defined below)), Xxxxxxx Xxxx (being the Series B Independent Director (as defined in the Certificate of Incorporation)), Xxxxxxxxx Xxxxxxxxxx and Xxxxxx Xxxxxxxxxxx, MD (Xxxxxxxxx Xxxxxxxxxx and Xxxxxx Xxxxxxxxxxx, MD, together, being the Series C Directors (as defined below)). From and after the Closing (as such term is defined in the Stock Purchase Agreement), the Investors and the Company shall take all reasonable action within their respective power, including, but not limited to, the voting of (or acting by written consent with respect to) all shares of capital stock outstanding Ordinary Shares of the Company Owned by them (including the Sharescalculated on an as-converted and fully-diluted basis), required it shall have the right to cause appoint and remove one (1) director (the Board to consist of eight (8) members which shall include: (i) the then-current Chief Executive Officer of the Company; (ii) two (2) representatives designated by the holders of the Existing Series A Preferred in accordance with the terms of the Certificate of Incorporation (each a “Series A Preferred Shunwei Director”); (iii) three (3) representatives designated by for so long as the holders Preferred Shares or Ordinary Shares issuable upon conversion of the Series B Preferred Stock in accordance with the terms Shares held by People Better is no less than five percent (5%) of the Certificate total number of Incorporation issued and outstanding Ordinary Shares of the Company (calculated on an as-converted and fully-diluted basis), it shall have the right to appoint and remove one (1) director (the “PB Director”); for so long as the Preferred Shares or Ordinary Shares issuable upon conversion of the Preferred Shares held by Beautyworks is no less than five percent (5%) of the total number of issued and outstanding Ordinary Shares of the Company (calculated on an as-converted and fully-diluted basis), it shall have the right to appoint and remove one (1) director (the “Beautyworks Director”); for so long as the Preferred Shares or Ordinary Shares issuable upon conversion of the Preferred Shares collectively held by Crystal Stream and HH RSV is no less than five percent (5%) of the total number of issued and outstanding Ordinary Shares of the Company (calculated on an as-converted and fully-diluted basis), they shall have the right to appoint and remove one (1) director (the “HH Director”); for so long as (A) the Preferred Shares or Ordinary Shares issuable upon conversion of the Preferred Shares held by SBVA is no less than five percent (5%) of the total number of issued and outstanding Ordinary Shares of the Company (calculated on an as-converted and fully-diluted basis), or (B) SBVA continues to hold at least a majority of all the Series C-1 Preferred Shares then outstanding, it shall have the right to appoint and remove one (1) director (the “SBVA Director”); for so long as (A) the Preferred Shares or Ordinary Shares issuable upon conversion of the Preferred Shares held by CMC is no less than eighty percent (80%) of the total number of Shares initially subscribed by it at the Initial Closing under the Series D-1 Purchase Agreement, and (B) CMC and/or its Affiliate does not invest in those companies that directly compete against the Company as listed in Part A of Exhibit D attached hereto (which list may be updated from time to time pursuant to Section 4.10), their respective Affiliates and successors (collectively, the “Company Competitors” and each, a “Series B Preferred Company Competitor”), it shall have the right to appoint and remove one (1) director (the “CMC Director”); for so long as (A) Alibaba’s beneficial ownership percentage in the Company is no less than that of Alibaba Group Holding Limited and any entities Controlled by it (ivcollectively, the “AGH Entities” and for the avoidance of doubt, the AGH Entities shall not include Ant Group Co., Ltd. and any entities Controlled by it) two (2) representatives designated by the holders in any of the Series C Preferred StockCompany Competitors listed in Part B of Exhibit D attached hereto, their respective Affiliates and successors (collectively, the “Major Company Competitors” and each, a “Major Company Competitor”) (in each case, calculated on an as-converted and fully-diluted basis), provided, however, that the foregoing requirement under this sub-section (A) shall otherwise be deemed to be met if any failure of such requirement being met is caused by: (i) the beneficial ownership of Alibaba in the Company being diluted as a result of the Company’s equity financing; or (ii) the beneficial ownership of the AGH Entities in any of the Major Company Competitors being increased due to reasons not attributable to the AGH Entities, (B) the director appointed by Alibaba does not serve as director or senior management in any of the Major Company Competitors, and (C) Alibaba does not sell, transfer or dispose of more than two-thirds (2/3) of the total number of Shares held by it immediately after the Closing under the Series D-2 Purchase Agreement, it shall have the right to appoint and remove one (1) director (the “Alibaba Director”, together with the Shunwei Director, the PB Director, the Beautyworks Director, the HH Director, the SBVA Director, the CMC Director and the Alibaba Director, collectively, the “Preferred Directors”); and the Founder Holdco shall have the right to appoint and remove five (5) directors, provided that, (A) as long as CAI Guangyuan (蔡光渊) continues to serve as a director in the Board, he shall be entitled to four (4) votes for the purpose of any Board meeting or written Board resolutions; and (B) the number of directors appointed by the Founder Holdco shall be limited to four (4) unless the holder of the majority of the Series C Directors D-2 Preferred Shares has appointed a director to the Board. Reasonably prior to the completion of a Qualified Public Offering, the Company shall be designated by Norwest for so long as it Owns at least fifty percent (50%) discuss in good faith with all the existing shareholders and directors of the shares Company to determine the appropriate Board composition upon the completion of Series C a Qualified Public Offering. The Company shall bear the reasonable cost associated with a director attending the meetings of the Board, including all travel, lodging and meal expenses. The right to appoint and remove the Preferred Stock purchased by it Directors and any limitation on the Founder Holdco’s ability to appoint and remove directors pursuant to the Stock Purchase Agreement (subject to appropriate adjustment in the event of any stock dividend, stock split, stock distribution or combination, subdivision, reclassification or other corporate actions having the similar effect with respect to the Series C Preferred Stockthis Section 1.2(a) (the “Series C Preferred Directors”) in accordance with the terms of the Certificate of Incorporationshall terminate upon a Qualified Public Offering.

Election of Directors. The Company and the Stockholders shall --------------------- take all action, including but not limited to (i) As of the date hereof, the Board will consist of Xxxxx Xxxxxx, Xxxx Xxxx, Xxxx Xxxxxxxxx (Xxxx Xxxx instructing their director designees provided herein to take such actions and Xxxx Xxxxxxxxx, together, being the Series A Preferred Directors (as defined below)), In Xxxx Xxxxx, Xxxxx Xxxx (In Xxxx Xxxxx and Xxxxx Xxxx, together, being the Series B Preferred Directors (as defined below)), Xxxxxxx Xxxx (being the Series B Independent Director (as defined in the Certificate of Incorporation)), Xxxxxxxxx Xxxxxxxxxx and Xxxxxx Xxxxxxxxxxx, MD (Xxxxxxxxx Xxxxxxxxxx and Xxxxxx Xxxxxxxxxxx, MD, together, being the Series C Directors (as defined below)). From and after the Closing (as such term is defined in the Stock Purchase Agreement), the Investors and the Company shall take all reasonable action within their respective power, including, but not limited to, the voting of (or acting by written consent with respect to) all shares of capital stock of the Company Owned by them (including the Shares), required to cause the Board to consist of eight (8) members which shall include: (i) the then-current Chief Executive Officer of the Company; (ii) voting their Shares, so that the Company's and the Operating Company's Boards of Directors shall be identical in number and membership and designated as set forth below. Notwithstanding anything to the contrary in the foregoing sentence, the TRW Investor shall have none of the obligations described in the foregoing sentence during any time that the TRW Investor no longer has the right to designate a member of the Board of Directors as a result of the operation of Section 2.6(c)(iii). The number of members of the Board of Directors initially shall be fixed at eight (8), subject to increase and decrease in the manner set forth below, and designated as follows: two (2) representatives designated by the holders of the Existing Series A Preferred in accordance with the terms of the Certificate of Incorporation (each a “Series A Preferred Director”); (iii) three (3) representatives designated by the holders of the Series B Preferred Stock in accordance with the terms of the Certificate of Incorporation (each, a “Series B Preferred Director”); and (iv) two (2) representatives designated by the holders of the Series C Preferred Stock, provided, however, that one of the Series C Directors members shall be designated by Norwest for so long as it Owns at least fifty percent the Xxx Investors (50%the "THL Designees"); one (1) member shall be designated by THL ------------- Equity Fund (the "THL Equity Fund Designee" and, together with the THL ------------------------ Designees, collectively the "Xxx Designees"); one (1) member shall be designated ------------- by Xxxx Fund V (the "Xxxx Fund V Designee"); one (1) member shall be designated -------------------- by Xxxx Fund V-B (the "Xxxx Fund V-B Designee"); one (1) member shall be ---------------------- designated by BCIP (the "BCIP Designee" and, together with the Xxxx Fund V ------------- Designee and the Xxxx Fund V-B Designee, the "Xxxx Designees"); one (1) member -------------- shall be designated by the TRW Investor (the "TRW Designee"); and one (1) member ------------ shall be designated by the Lead Investors, which designee shall be a member of the shares of Series C Preferred Stock purchased by it pursuant to Company's or the Stock Purchase Agreement (subject to appropriate adjustment in the event of any stock dividend, stock split, stock distribution or combination, subdivision, reclassification or other corporate actions having the similar effect with respect to the Series C Preferred Stock) Operating Company's management and who initially shall be X. Xxx Xxxxxxxx (the “Series C Preferred Directors”) in accordance with "Lead Investors -------------- Management Designee"). The Xxxx Fund V Designee, the terms of Xxxx Fund V-B Designees, ------------------- the Certificate of IncorporationBCIP Designee, the THL Designees and the THL Equity Fund Designee shall be referred to herein collectively as the "Inside Lead Investors Designees." --------------------------------

Election of Directors. (nn) Provided that the aggregate Series B Liquidation Preference is greater than $125,000,000, (i) As the Majority in Interest will have the exclusive right, voting separately as a class, to elect or appoint one director to the Board of Directors (which, for the purposes of this Section 12, shall refer only to the Board of Directors of the date hereofCorporation and not any committee thereof), irrespective of whether the Board will consist of Xxxxx Xxxxxx, Xxxx Xxxx, Xxxx Xxxxxxxxx Directors has nominated such Person (Xxxx Xxxx and Xxxx Xxxxxxxxx, together, being the “Series A Preferred Directors (as defined below)B Director”), In Xxxx Xxxxx(ii) notwithstanding anything to the contrary herein, Xxxxx Xxxx (In Xxxx Xxxxx and Xxxxx Xxxx, together, being the Series B Preferred Directors (as defined below)), Xxxxxxx Xxxx (being the Series B Independent Director (as defined in the Certificate of Incorporation)), Xxxxxxxxx Xxxxxxxxxx and Xxxxxx Xxxxxxxxxxx, MD (Xxxxxxxxx Xxxxxxxxxx and Xxxxxx Xxxxxxxxxxx, MD, together, being the Series C Directors (as defined below)). From and after the Closing (as such term is defined Incorporation or in the Stock Purchase Agreement)Bylaws, a Majority in Interest shall have the Investors and exclusive right to remove any Series B Director at any time for any reason or no reason (with or without cause) by sending a written notice to the Company Corporation and, upon receipt of such notice by the Corporation, such Series B Director shall take all reasonable action within their respective power, including, but not limited to, the voting of (or acting by written consent with respect to) all shares of capital stock of the Company Owned by them (including the Shares), required be deemed to cause have resigned from the Board to consist of eight (8) members which shall include: (i) the then-current Chief Executive Officer of the Company; (ii) two (2) representatives designated by the holders of the Existing Series A Preferred in accordance with the terms of the Certificate of Incorporation (each a “Series A Preferred Director”); Directors, and (iii) three (3) representatives designated by the holders of the Series B Preferred Stock in accordance with the terms of the Certificate of Incorporation (each, a “Series B Preferred Director”); and (iv) two (2) representatives designated by the holders of the Series C Preferred Stock, provided, however, that one of the Series C Directors shall be designated by Norwest for so long as it Owns at least fifty percent (50%) of the shares of Series C Preferred Stock purchased by it pursuant to the Stock Purchase Agreement (subject to appropriate adjustment in the event of the death, disability, resignation or removal of any stock dividendSeries B Director, stock splita Majority in Interest shall have the exclusive right to designate or appoint a successor to fill the vacancy created thereby. In the event that any Series B Director offers to tender his or her resignation, stock distribution the Board of Directors shall promptly determine whether to accept such resignation and, if the Board of Directors chooses to accept such resignation, the Corporation and the Majority In Interest shall be immediately required to take any and all actions necessary or combinationappropriate to cooperate in ensuring the removal of such individual; provided, subdivisionthat, reclassification for the avoidance of doubt, this sentence shall not be construed in any manner to limit the right of a Majority In Interest to remove the Series B Director at any time pursuant to clause (ii) above. At such time as the Aggregate Series B Liquidation Preference is not greater than $125,000,000, any Series B Director shall be deemed to have resigned from the Board of Directors without further action by the Holders or the Corporation. Neither the Board of Directors nor any holders of Senior Stock or any Person or group of Persons (other corporate actions having than the similar effect Majority in Interest) shall have any right to remove any Series B Director from the Board of Directors without cause, such right of removal being vested exclusively with respect a Majority in Interest. For the avoidance of doubt, nothing in the foregoing sentence shall be deemed to derogate the rights of the Corporation’s stockholders to remove any Series B Director for cause to the Series C Preferred Stock) (extent provided by the “Series C Preferred Directors”) Delaware General Corporation Law; provided, that, for the avoidance of doubt, no such removal shall in accordance with any way alter or impair the terms rights of the Certificate of IncorporationMajority in Interest to elect or appoint the Series B Director, including any replacement Series B Director.

Election of Directors. (i) As Subject to the provisions of the date hereofSection 5.7, the Board of Directors of the Company will consist of Xxxxx Xxxxxx, Xxxx Xxxx, Xxxx Xxxxxxxxx (Xxxx Xxxx and Xxxx Xxxxxxxxx, together, being the Series A Preferred Directors (as defined below)), In Xxxx Xxxxx, Xxxxx Xxxx (In Xxxx Xxxxx and Xxxxx Xxxx, together, being the Series B Preferred Directors (as defined below)), Xxxxxxx Xxxx (being the Series B Independent Director (as defined in the Certificate of Incorporation)), Xxxxxxxxx Xxxxxxxxxx and Xxxxxx Xxxxxxxxxxx, MD (Xxxxxxxxx Xxxxxxxxxx and Xxxxxx Xxxxxxxxxxx, MD, together, being the Series C Directors (as defined below)). From and after the Closing (as such term is defined in the Stock Purchase Agreement), the Investors and the Company shall take all reasonable action within their respective power, including, but not limited to, the voting of (or acting by written consent with respect to) all shares of capital stock of the Company Owned by them (including the Shares), required to cause the Board to consist of eight (8) members which shall includefollowing persons: (i) the then-current Company’s President and Chief Executive Officer of the CompanyOfficer; (ii) two (2) representatives designated by Xxxxxxx X. Xxxxxxx representing the holders of the Existing Company’s Series A Preferred in accordance with Stock, Series A-1 Preferred Stock, Series B Preferred Stock, Series B-1 Preferred Stock, Series C Preferred Stock and Series C-1 Preferred Stock (collectively, the terms of the Certificate of Incorporation (each a “Series A Preferred DirectorJunior Stock”); (iii) three (3) representatives two directors to be designated by the holders of a majority of Series D Stock and Series D-1 Stock collectively, currently designated as Buzz Xxxxxx and Xxxxxxxx X. Xxxxx (the Series B Preferred Stock in accordance with the terms of the Certificate of Incorporation (each, a “Series B Preferred D Directors”); (iv) one director to be designated by Three Arch Capital, L.P., which seat shall initially be vacant (the “Series E Director”); (v) one director to be designated by Camden Partners Strategic Fund III, L.P. and Camden Partners Strategic Fund III-A, L.P., currently designated as Xxxxxxxxxxx X. Xxxxxx (the “Series F Director”) and (ivvi) two (2) representatives four outside directors to be designated by the holders vote of the Series C Preferred Stock, provided, however, that one of the Series C Directors shall be designated by Norwest for so long as it Owns at least fifty seventy percent (5070%) of the other directors then in office. Each time the stockholders of the Company meet, or act by written consent in lieu of a meeting, for the purpose of electing the directors to serve on the Company’s Board of Directors, each Common Holder and each Investor shall vote all shares of Series C Preferred Stock purchased the Company’s capital stock owned by it such Common Holder or Investor, as the case may be, in order to cause the election of the directors as set forth above. The Investors and Common Holders shall not vote to remove any director(s) of the Company designated pursuant to this Section 5 unless such removal is requested or consented to by the Stock Purchase Agreement (subject party(ies) that have the right to appropriate adjustment in designate such director(s) and any vacancy created by the event resignation, removal or death of any stock dividenda director elected pursuant to this Section 5.3, stock split, stock distribution or combination, subdivision, reclassification or other corporate actions having the similar effect with respect to the Series C Preferred Stock) (the “Series C Preferred Directorsshall be filled by a representative designated as provided above.”) in accordance with the terms of the Certificate of Incorporation.

Election of Directors. (ia) As Commencing on the date of this Agreement and ending on the fifth anniversary of the date hereofof this Agreement (the “Initial Period”), on all matters relating to the election of directors of the Company, the Parties (other than the Company) agree to vote all of the Parties’ Shares held by them (or consent pursuant to an action by written consent of the holders of Shares) in favor of (a) four nominees to the Company’s Board will consist of Xxxxx XxxxxxDirectors (the “Sxxxx Nominees”) designated by Sxxxx, or, after his death, a person designated in writing by Sxxxx, (b) Jxxx X. Xxxx to the Company’s Board of Directors (the “DAL Nominee”) and (c) two nominees to the Company’s Board of Directors designated by the Principals (the “Principal Nominees”). So long as the Company has staggered elections for its Board of Directors, the Sxxxx Nominees shall be one of the nominees for reelection at each of the next two elections of directors and two at the third such election of directors, the DAL Nominee shall be one of the nominees for reelection at the second such election and the Principal Nominees shall be one of the nominee for reelection at each of the next election of directors and the third such election of directors. The DAL Nominee shall be Jxxx X. Xxxx, or another person designated by Jxxx X. Xxxx Xxxxxxxxx (Xxxx Xxxx and Xxxx Xxxxxxxxxsubject to the approval of Mx. Xxxxx Xxxxxxx, together, being which approval shall not be unreasonably withheld. The Initial Period shall be extended for any period after the Series A Preferred Directors (as defined below)), In Xxxx Xxxxx, Xxxxx Xxxx (In Xxxx Xxxxx and Xxxxx Xxxx, together, being initial five-year period during which the Series B Preferred Directors (as defined below)), Xxxxxxx Xxxx (being the Series B Independent Director Post-Closing Cash (as defined in the Certificate Contribution Agreement) remains unpaid. Two of Incorporation)), Xxxxxxxxx Xxxxxxxxxx the Sxxxx Nominees and Xxxxxx Xxxxxxxxxxx, MD (Xxxxxxxxx Xxxxxxxxxx and Xxxxxx Xxxxxxxxxxx, MD, together, being one of the Series C Directors (Principal Nominees must qualify as independent directors as defined below))under applicable rules of The Nasdaq Stock Market LLC. From and after If a person is designated by a Party as provided in this Agreement, even if not nominated by the Closing (as such term is defined in the Stock Purchase Agreement)Company, the Investors and the Company shall take all reasonable action within Parties must vote their respective power, including, but not limited to, the voting shares in favor of (or acting by written consent with respect to) all shares such nominee as provided in this Agreement if otherwise properly nominated for election at a meeting of capital stock of the Company Owned by them (including the Shares), required to cause the Board to consist of eight (8) members which shall include: (i) the then-current Chief Executive Officer shareholders of the Company; (ii) two (2) representatives designated by the holders of the Existing Series A Preferred in accordance with the terms of the Certificate of Incorporation (each a “Series A Preferred Director”); (iii) three (3) representatives designated by the holders of the Series B Preferred Stock in accordance with the terms of the Certificate of Incorporation (each, a “Series B Preferred Director”); and (iv) two (2) representatives designated by the holders of the Series C Preferred Stock, provided, however, that one of the Series C Directors shall be designated by Norwest for so long as it Owns at least fifty percent (50%) of the shares of Series C Preferred Stock purchased by it pursuant to the Stock Purchase Agreement (subject to appropriate adjustment in the event of any stock dividend, stock split, stock distribution or combination, subdivision, reclassification or other corporate actions having the similar effect with respect to the Series C Preferred Stock) (the “Series C Preferred Directors”) in accordance with the terms of the Certificate of Incorporation.

Election of Directors. (i) As The provisions of the date hereof, the Board will consist of Xxxxx Xxxxxx, Xxxx Xxxx, Xxxx Xxxxxxxxx (Xxxx Xxxx and Xxxx Xxxxxxxxx, together, being the Series A Preferred Directors (as defined below)), In Xxxx Xxxxx, Xxxxx Xxxx (In Xxxx Xxxxx and Xxxxx Xxxx, together, being the Series B Preferred Directors (as defined below)), Xxxxxxx Xxxx (being the Series B Independent Director (as defined in the Certificate of Incorporation)), Xxxxxxxxx Xxxxxxxxxx and Xxxxxx Xxxxxxxxxxx, MD (Xxxxxxxxx Xxxxxxxxxx and Xxxxxx Xxxxxxxxxxx, MD, together, being the Series C Directors (as defined below)). From this Section 2.1 shall apply from and after the Closing (as such term is defined in time that the series of Class A Common Stock Purchase Agreement), the Investors and the Company shall take all reasonable action within their respective power, including, but not limited to, the voting of (or acting by written consent with respect to) all shares of capital stock other than Class A-1 Common Stock of the Company Owned by them (including the Shares), required to cause the Board to consist automatically convert into shares of eight (8) members which shall include: (i) the then-current Chief Executive Officer Class A-1 Common Stock of the Company; (ii) two (2) representatives designated by the holders of the Existing Series A Preferred in accordance with Company pursuant to the terms of the Certificate certificate of Incorporation 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, whether at any annual or special meeting, by written consent or otherwise, to fix the number of members of the board of directors of the Company (each a “Series A Preferred Director”); 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) three (3) representatives designated by the holders of the Series B Preferred Stock in accordance with the terms of the Certificate of Incorporation (eachtwo Blackstone Directors, a “Series B Preferred Director”); and (iv) two no Other Directors (2) representatives designated 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 holders of the Series C Preferred StockMajority Investors, in each case elected as set forth in this Section 2.1 below; provided, however, that one (A) the number of Bain Directors shall equal the number of THL Directors, (B) the number of Blackstone Directors shall not be less than twenty percent of the Series C aggregate number of the Xxxxx Directors plus the THL Directors plus the Blackstone Directors, and (C) the number of Other Directors shall be designated any number specified by Norwest for so long as it Owns at least fifty percent the Majority Investors (50%) in each case where the number of directors is determined without regard to any failure of any holder of Investor Shares to designate a member of the shares Board of Series C Preferred Stock purchased by it pursuant Directors). Each holder of Shares hereby agrees to the Stock Purchase Agreement (subject cast all votes to appropriate adjustment in the event of any stock dividend, stock split, stock distribution or combination, subdivision, reclassification or other corporate actions having the similar effect 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 Series C Preferred StockCompany's directors: (A) one director designated by Xxxx Capital VII Coinvest Fund, LLC, (B) such other directors designated by the “Series C Preferred 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 accordance with the terms Company's bylaws that provides that a quorum for any meeting of the Certificate Board shall require the presence of Incorporationdirectors constituting at least a majority of the 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 Shares hereby agrees to cast all votes to which such holder is entitled with respect to such Shares to implement a provision in the Company's bylaws that provides that notice of a special meeting of the Board shall be given to the directors of the Company at least twenty-four hours before the meeting by mail, telegram or facsimile and email at his usual or last known business address, facsimile number or email address.

Election of Directors. (i) As of the date hereof, the Board will consist of Xxxxx Xxxxxx, Xxxx Xxxx, Xxxx Xxxxxxxxx (Xxxx Xxxx and Xxxx Xxxxxxxxx, together, being the Series A Preferred Directors (as defined below)), In Xxxx Xxxxx, Xxxxx Xxxx (In Xxxx Xxxxx and Xxxxx Xxxx, together, being the Series B Preferred Directors (as defined below)), Xxxxxxx Xxxx (being the Series B Independent Director (as defined in the Certificate of Incorporation)), Xxxxxxxxx Xxxxxxxxxx and Xxxxxx Xxxxxxxxxxx, MD (Xxxxxxxxx Xxxxxxxxxx and Xxxxxx Xxxxxxxxxxx, MD, together, being the Series C Directors (as defined below)). From and after the Closing (as such term is defined in the Stock Purchase Agreement)date hereof, the Investors and the Company shall take all reasonable action within their respective power, including, including but not limited to, the voting of (or acting by written consent with respect to) all shares of capital stock of the Company Owned owned by them (including the Shares)them, required to cause the Board of Directors of the Company (the "Board") to consist of eight five (8) 5) members which shall include: (i) or such other number as the then-current Chief Executive Officer Board may from time to time establish, to maintain the quorum requirements for actions of the Company; Board at a majority of the entire number of directors, to maintain the voting requirements for actions of the Board at a majority of directors present at a meeting at which there is a quorum (iiexcept in respect of such matters as this Agreement, the Amended and Restated Certificate of Incorporation or the Bylaws of the Company may impose a greater requirement), and at all times throughout the term of this Agreement to include (A) as long as Warburg owns (beneficially within the meaning of Rule 13d-3 under the Exchange Act) at least fifteen percent (15%) of the shares of Common Stock (on a fully converted basis), two (2) representatives designated by the holders of the Existing Series A Preferred in accordance with the terms of the Certificate of Incorporation (each a “Series A Preferred Director”); (iii) three (3) representatives designated by the holders of the Series B Preferred Stock in accordance with the terms of the Certificate of Incorporation Warburg (each, a “Series B Preferred "Warburg Director”"); and , (ivB) two (2) representatives designated by the holders of the Series C Preferred Stock, provided, however, that one of the Series C Directors shall be designated by Norwest for so as long as it Owns ABS owns (beneficially within the meaning of Rule 13d-3 under the Exchange Act) at least fifty percent (50%) of the shares of Series C D Preferred Stock (or shares of Class A Common Stock into which such shares have been converted) purchased by it pursuant under the Series D Purchase Agreement, one representative designated by ABS (the "ABS Director"), and (C) Xxxxx X. Xxxxxxx and Xxxxxxx X. Xxxxxxxx, each of whom shall be entitled to be a member of the Board for so long as he is serving as an executive officer of the Company (the "Voting Agreement"). For as long as Warburg and ABS are entitled to designate directors under this Section 2(a), the Investors agree that the Warburg Directors and the ABS Director shall be three of the Preferred Stock Purchase Agreement Directors (subject to appropriate adjustment as defined in the event of any stock dividend, stock split, stock distribution or combination, subdivision, reclassification or other corporate actions having the similar effect with respect to the Series C Preferred Stock) (the “Series C Preferred Directors”) in accordance with the terms of the Company's Amended and Restated Certificate of Incorporation). Notwithstanding anything to the contrary, as of February 2, 2004, Messrs. Xxxxxxxx and Percia shall no longer be subject to the Voting Agreement.

Election of Directors. Subject to the terms and conditions of this Agreement, (i) As of the date hereof, the Board will consist of Xxxxx Xxxxxx, Xxxx Xxxx, Xxxx Xxxxxxxxx (Xxxx Xxxx and Xxxx Xxxxxxxxx, together, being the Series A Preferred Directors (as defined below)), In Xxxx Xxxxx, Xxxxx Xxxx (In Xxxx Xxxxx and Xxxxx Xxxx, together, being the Series B Preferred Directors (as defined below)), Xxxxxxx Xxxx (being the Series B Independent Director (as defined in the Certificate of Incorporation)), Xxxxxxxxx Xxxxxxxxxx and Xxxxxx Xxxxxxxxxxx, MD (Xxxxxxxxx Xxxxxxxxxx and Xxxxxx Xxxxxxxxxxx, MD, together, being the Series C Directors (as defined below)). From from and after the Closing until the First Threshold Date, RDLT shall have the right to designate one individual (as such term is defined in his discretion) to be nominated to serve on the Board (the “First Sxxxxxx Nominee”), and (ii) if the Earnout Class A Shares are issuable to Seller in accordance with the Merger Agreement, then from and after the Earnout Issuance Date until the Second Threshold Date, RDLT shall have the right to designate one additional individual (in his discretion) to be nominated to serve on the Board (the “Second Sxxxxxx Nominee” and together with the First Sxxxxxx Nominee, the “Sxxxxxx Nominees”), in each case, by giving written notice (“Election Notice”) to the Company in accordance with Section 9.11 hereof in no event later than the deadline for receipt of a stockholder proposal to be eligible for inclusion in the Stock Purchase Agreement)Company’s proxy statement pursuant to Rule 14a-8 under the Exchange Act, the Investors and the Company shall take all reasonable action within their respective power, including, but not limited to, the voting of (or acting by written consent with respect to) all shares of capital stock to any meeting of the Company Owned by them Company’s stockholders at which directors of the applicable class are to be elected (including or, if the SharesCertificate of Incorporation no longer provides for the division of directors into three (3) classes, any meeting of the Company’s stockholders at which directors are to be elected) (any such meeting, an “Applicable Election”). In furtherance of the foregoing, required to cause (x) within five (5) Business Days after the Board to consist latest of eight (8) members which shall include: (i) the then-current Chief Executive Officer of the Company; Closing and (ii) two (2) representatives designated receipt of the Election Notice by the holders Company’s secretary or other officer designated for receipt of a stockholder proposal under the Bylaws, and (y) if applicable, within five (5) Business Days after the latest of (i) the Earnout Issuance Date (if at all), and (ii) receipt of the Existing Series A Preferred Election Notice by the Company’s secretary or other officer designated for receipt of a stockholder proposal under the Bylaws, the Board shall increase the size of the Board by one (1) director, as applicable, which vacancies shall be created on the applicable Classes of the Board in accordance with the terms provisions of Section 1.1(b) below, if the Certificate of Incorporation (each a “Series A Preferred Director”); (iii) shall provide for the division of directors into three (3) representatives designated by the holders of the Series B Preferred Stock in accordance with the terms of the Certificate of Incorporation (each, a “Series B Preferred Director”)classes; and (iv) two (2) representatives designated by the holders of the Series C Preferred Stock, provided, however, that one of the Series C Directors shall be designated by Norwest for so long as it Owns at least fifty percent (50%) of the shares of Series C Preferred Stock purchased by it pursuant to the Stock Purchase Agreement (subject to appropriate adjustment in the event of any stock dividend, stock split, stock distribution or combination, subdivision, reclassification or other corporate actions having the similar effect with respect to clause (x), if the Series C Preferred StockElection Notice is received by the Company’s secretary or other officer designated for receipt of a stockholder proposal under the Bylaws at least five (5) (Business Days prior to the “Series C Preferred Directors”) in accordance with the terms Closing, such Board action shall be effective as of the Certificate of IncorporationClosing.

Election of Directors. (i) As In any and all elections of directors of the date hereof, the Board will consist of Xxxxx Xxxxxx, Xxxx Xxxx, Xxxx Xxxxxxxxx Corporation (Xxxx Xxxx and Xxxx Xxxxxxxxx, together, being the Series A Preferred Directors (as defined below)), In Xxxx Xxxxx, Xxxxx Xxxx (In Xxxx Xxxxx and Xxxxx Xxxx, together, being the Series B Preferred Directors (as defined below)), Xxxxxxx Xxxx (being the Series B Independent Director (as defined in the Certificate of Incorporation)), Xxxxxxxxx Xxxxxxxxxx and Xxxxxx Xxxxxxxxxxx, MD (Xxxxxxxxx Xxxxxxxxxx and Xxxxxx Xxxxxxxxxxx, MD, together, being the Series C Directors (as defined below)). From and after the Closing (as such term is defined in the Stock Purchase Agreement), the Investors and the Company shall take all reasonable action within their respective power, including, but not limited to, the voting of (whether at a meeting or acting by written consent with respect toin lieu of a meeting) each Shareholder shall vote or cause to be voted all shares of capital stock Common Stock owned by it now and hereafter acquired, or over which it has voting control, and otherwise use its respective best efforts, so as to designate two directors designated by Bxxxxxx, two directors designated by Rxxxxx and the remainder of the Company Owned by them directors (including the Shares)“Outside Directors”) as is are mutually acceptable to Bxxxxxx and Rxxxxx. The parties hereby agree that Gxxxxx X. Xxxxxxx III, required Rxxxx X. Childs, Jr., Mxxxxxx X. Xxxxxxxxxx, Bxxxxxxx X. Xxxxx and Gxxx X. Xxxxxxx are mutually acceptable to cause Bxxxxxx and Rxxxxx. In the Board event that Bxxxxxx and Rxxxxx are unable, in their reasonable discretion, to consist of eight agree on one or more Outside Directors within thirty (8) members which shall include: (i30) the then-current Chief Executive Officer days of the Companycreation of a vacancy, then Bxxxxxx and Rxxxxx shall, in their reasonable discretion, each appoint a representative within ten (10) days, the representatives so appointed shall, in their reasonable discretion, nominate candidates for such Outside Director positions, and the Shareholders shall vote their Shares in favor of such nominees. Bxxxxxx, in his reasonable discretion, shall have the right to appoint any person as a representative other than Cxxxxxx. Rxxxxx shall have the right, in his reasonable discretion, to appoint any person as a representative other than Bxxx, Axxxx Xxxxxx or their children. The parties acknowledge that federal securities laws and the requirements of any exchange or listing authority may establish criteria for outside directors of public companies and that the parties, and any representatives appointed pursuant to this Subsection, shall consider such requirements in making nominations of Outside Directors The directors initially designated by Bxxxxxx are Cxxxxxx and Sxxxxx X. Xxxxxxx; (ii) two (2) representatives the directors initially designated by Rxxxxx are Bxxx and Rxxxxxx X. Xxxxxx and the directors initially deemed mutually acceptable and designated by the holders Shareholders are Gxxxxx X. Xxxxxxx III, Rxxxx X. Childs, Jr., Mxxxxxx X. Xxxxxxxxxx, Bxxxxxxx X. Xxxxx and Gxxx X. Xxxxxxx. No Shareholder shall vote to remove any Outside Director without the prior written consent of the Existing Series A Preferred in accordance with the terms of the Certificate of Incorporation (each a “Series A Preferred Director”); (iii) three (3) representatives designated by the holders of the Series B Preferred Stock in accordance with the terms of the Certificate of Incorporation (each, a “Series B Preferred Director”); and (iv) two (2) representatives designated by the holders of the Series C Preferred Stock, provided, however, that one of the Series C Directors shall be designated by Norwest for so long as it Owns at least fifty percent (50%) of the shares of Series C Preferred Stock purchased by it pursuant to the Stock Purchase Agreement (subject to appropriate adjustment in the event of any stock dividend, stock split, stock distribution or combination, subdivision, reclassification or other corporate actions having the similar effect with respect to the Series C Preferred Stock) (the “Series C Preferred Directors”) in accordance with the terms of the Certificate of IncorporationShareholders.

Election of Directors. (i) As In any and all elections of directors of the date hereof, the Board will consist of Xxxxx Xxxxxx, Xxxx Xxxx, Xxxx Xxxxxxxxx Corporation (Xxxx Xxxx and Xxxx Xxxxxxxxx, together, being the Series A Preferred Directors (as defined below)), In Xxxx Xxxxx, Xxxxx Xxxx (In Xxxx Xxxxx and Xxxxx Xxxx, together, being the Series B Preferred Directors (as defined below)), Xxxxxxx Xxxx (being the Series B Independent Director (as defined in the Certificate of Incorporation)), Xxxxxxxxx Xxxxxxxxxx and Xxxxxx Xxxxxxxxxxx, MD (Xxxxxxxxx Xxxxxxxxxx and Xxxxxx Xxxxxxxxxxx, MD, together, being the Series C Directors (as defined below)). From and after the Closing (as such term is defined in the Stock Purchase Agreement), the Investors and the Company shall take all reasonable action within their respective power, including, but not limited to, the voting of (whether at a meeting or acting by written consent with respect toin lieu of a meeting) each Shareholder shall vote or cause to be voted all shares of capital stock Common Stock owned by it now and hereafter acquired, or over which it has voting control, and otherwise use its respective best efforts, so as to designate two directors designated by Xxxxxxx, two directors designated by Xxxxxx and the remainder of the Company Owned by them directors (including the Shares)"Outside Directors") as is are mutually acceptable to Xxxxxxx and Xxxxxx. The parties hereby agree that Xxxxxx X. Xxxxxxx III, required Xxxxx X. Childs, Jr., Xxxxxxx X. Xxxxxxxxxx, Xxxxxxxx X. Xxxxx and Xxxx X. Xxxxxxx are mutually acceptable to cause Xxxxxxx and Xxxxxx. In the Board event that Xxxxxxx and Xxxxxx are unable, in their reasonable discretion, to consist of eight agree on one or more Outside Directors within thirty (8) members which shall include: (i30) the then-current Chief Executive Officer days of the Companycreation of a vacancy, then Xxxxxxx and Xxxxxx shall, in their reasonable discretion, each appoint a representative within ten (10) days, the representatives so appointed shall, in their reasonable discretion, nominate candidates for such Outside Director positions, and the Shareholders shall vote their Shares in favor of such nominees. Xxxxxxx, in his reasonable discretion, shall have the right to appoint any person as a representative other than Xxxxxxx. Xxxxxx shall have the right, in his reasonable discretion, to appoint any person as a representative other than Xxxx, Xxxxx Xxxxxx or their children. The parties acknowledge that federal securities laws and the requirements of any exchange or listing authority may establish criteria for outside directors of public companies and that the parties, and any representatives appointed pursuant to this Subsection, shall consider such requirements in making nominations of Outside Directors The directors initially designated by Xxxxxxx are Xxxxxxx and Xxxxxx X. Xxxxxxx; (ii) two (2) representatives the directors initially designated by Xxxxxx are Xxxx and Xxxxxxx X. Xxxxxx and the directors initially deemed mutually acceptable and designated by the holders of the Existing Series A Preferred in accordance with the terms of the Certificate of Incorporation (each a “Series A Preferred Director”); (iii) three (3) representatives designated by the holders of the Series B Preferred Stock in accordance with the terms of the Certificate of Incorporation (eachShareholders are Xxxxxx X. Xxxxxxx III, a “Series B Preferred Director”); Xxxxx X. Childs, Jr., Xxxxxxx X. Xxxxxxxxxx, Xxxxxxxx X. Xxxxx and (iv) two (2) representatives designated by the holders of the Series C Preferred Stock, provided, however, that one of the Series C Directors shall be designated by Norwest for so long as it Owns at least fifty percent (50%) of the shares of Series C Preferred Stock purchased by it pursuant to the Stock Purchase Agreement (subject to appropriate adjustment in the event of any stock dividend, stock split, stock distribution or combination, subdivision, reclassification or other corporate actions having the similar effect with respect to the Series C Preferred Stock) (the “Series C Preferred Directors”) in accordance with the terms of the Certificate of Incorporation.Xxxx X.

Election of Directors. (i) As of From and after the date hereof, each Investor and Common Holder shall vote all of his or its Series A, Series B, Series B-1, Series C, Series C-1, Series D, Series D-1, Series E, Series E-1 and Common Stock which are voting shares and any other voting securities of the Board will consist Company over which such Investor has voting control and shall take all other necessary or desirable actions within his or its control (whether in his or its capacity as a stockholder, director, member of Xxxxx Xxxxxxa board committee or officer of the Company or otherwise, Xxxx Xxxxand including, Xxxx Xxxxxxxxx (Xxxx Xxxx without limitation, attendance at meetings in person or by proxy for purposes of obtaining a quorum and Xxxx Xxxxxxxxx, together, being the Series A Preferred Directors (as defined below)execution of written consents in lieu of meetings), In Xxxx Xxxxx, Xxxxx Xxxx (In Xxxx Xxxxx and Xxxxx Xxxx, together, being the Series B Preferred Directors (as defined below)), Xxxxxxx Xxxx (being the Series B Independent Director (as defined in the Certificate of Incorporation)), Xxxxxxxxx Xxxxxxxxxx and Xxxxxx Xxxxxxxxxxx, MD (Xxxxxxxxx Xxxxxxxxxx and Xxxxxx Xxxxxxxxxxx, MD, together, being the Series C Directors (as defined below)). From and after the Closing (as such term is defined in the Stock Purchase Agreement), the Investors and the Company shall take all reasonable action necessary or desirable actions within their respective power, its control (including, but not limited towithout limitation, the voting of (or acting by written consent with respect to) all shares of capital stock of the Company Owned by them (including the Sharescalling special board and stockholder meetings), required to cause so that the Board to consist of eight (8) members which following shall includeoccur: (i) the then-current Chief Executive Officer Board shall set the number of the Companydirectors by resolution, and such number shall not be more than eleven; (ii) to cause and maintain the election to the Board of three (3) designated representatives of the holders of outstanding Series B and Series B-1 (voting as a single class on an as-if converted basis) (the "Series B Directors"); (iii) to cause and maintain the election to the Board of one (1) designated representative of WBCP (the "WBCP Director"), which shall designate the representative on the Board which the Series C is entitled to elect pursuant to the Certificate of Incorporation; (iv) to cause and maintain the election to the Board of one (1) designated representative of Essex (the "Essex Director"), which shall designate one of the two representatives on the Board which the Series D and Series E are entitled to elect pursuant to the Certificate of Incorporation; (2v) to cause and maintain the election to the Board of one (1) designated representative of NEA (the "NEA Director"), which shall designate one of the two representatives on the Board which the Series D and Series E are entitled to elect pursuant to the Certificate of Incorporation; and (vi) to cause and maintain the election to the Board of one (1) designated representative of the holders Series A and Common Stock (voting as a single class on an as-if converted basis) (the "Series A/Common Director"). The initial Essex Director shall be Xxxx Xxxxxx and the initial NEA Director shall be Xxx Xxxxxxx. The WBCP Director shall be a member of the Audit Committee and Compensation Committee of the Board, if any. The outstanding Series D, Series D-1, Series E and Series E-1 (voting as a single class on an as-if converted basis) shall be entitled to designate one (1) director to the Audit Committee and Compensation Committee of the Board, if any. If the WBCP Director ceases to serve as a member of the Board, the resulting vacancy shall be filled by a representative designated by WBCP. If the Essex Director ceases to serve as a member of the Board, the resulting vacancy shall be filled by a representative designated by Essex. If the NEA Director ceases to serve as a member of the Board, the resulting vacancy shall be filled by a representative designated by NEA. If the Series A/Common Director ceases to serve as a member of the Board, the resulting vacancy shall be filled by a representative designated by the holders of the Existing Series A Preferred in accordance with the terms of the Certificate of Incorporation (each a “Series A Preferred Director”); (iii) three (3) representatives designated by the holders of the Series B Preferred Stock in accordance with the terms of the Certificate of Incorporation (each, a “Series B Preferred Director”); and (iv) two (2) representatives designated by the holders of the Series C Preferred Stock, provided, however, that one of the Series C Directors shall be designated by Norwest for so long as it Owns at least fifty percent (50%) of the shares of Series C Preferred Stock purchased by it pursuant to the Stock Purchase Agreement (subject to appropriate adjustment in the event of any stock dividend, stock split, stock distribution or combination, subdivision, reclassification or other corporate actions having the similar effect with respect to the Series C Preferred Stock) (the “Series C Preferred Directors”) in accordance with the terms of the Certificate of Incorporation.A

Election of Directors. (iSubject to Sections 2.3(c) As of the date hereofand 2.3(d) below, the Board will consist of Xxxxx Xxxxxx, Xxxx Xxxx, Xxxx Xxxxxxxxx (Xxxx Xxxx and Xxxx Xxxxxxxxx, together, being the Series A Preferred Directors (as defined below)), In Xxxx Xxxxx, Xxxxx Xxxx (In Xxxx Xxxxx and Xxxxx Xxxx, together, being the Series B Preferred Directors (as defined below)), Xxxxxxx Xxxx (being the Series B Independent Director (as defined in the Certificate of Incorporation)), Xxxxxxxxx Xxxxxxxxxx and Xxxxxx Xxxxxxxxxxx, MD (Xxxxxxxxx Xxxxxxxxxx and Xxxxxx Xxxxxxxxxxx, MD, together, being the Series C Directors (as defined below)). From and after the Closing (as such term is defined in the Stock Purchase Agreement), the Investors Company's and the Company Operating Company's Boards of Directors shall take all reasonable action within their respective power, including, but not limited to, the voting of (or acting by written consent with respect to) all shares of capital stock of the Company Owned by them (including the Shares), required to cause the Board to consist of be fixed at eight (8) members members, of which shall include: (i) the then-current Chief Executive Officer of the Company; (ii) two (2) representatives designated by the holders of the Existing Series A Preferred in accordance with the terms of the Certificate of Incorporation (each a “Series A Preferred Director”); (iii) three (3) representatives designated by the holders of the Series B Preferred Stock in accordance with the terms of the Certificate of Incorporation (each, a “Series B Preferred Director”); and (iv) two (2) representatives designated by the holders of the Series C Preferred Stock, provided, however, that one of the Series C Directors member shall be designated by Norwest Xxxxxx X. Xxxxxx (which member shall be Xx. Xxxxxx himself) (the 'Xxxxxx Nominee'), two members (one of which members shall be either Xx. Xxxxxxxxx himself, or if Xx. Xxxxxxxxx is no longer an employee of the Company, a management employee of the Company) shall be designated by Xxxxx X. Xxxxxxxxx (the 'Cornstein Nominees'), one member shall be designated by the Applicable XXX Holders (the 'XXX Nominees'), and two members shall be designated by the Applicable Xxx Holders (the 'Xxx Nominees'). The directors shall be divided into classes. The initial term of the Xxxxx Nominee and one Xxx Nominee shall expire in 1999; the initial term of the Xxxxxx Nominee and the Cornstein Nominees shall expire in 2000; and the initial term of the other Xxx Nominee shall expire in 2001. At the option of the Applicable Xxx Holders and the Applicable XXX Holders, respectively, the Xxx Nominee(s) or the XXX Nominee, respectively, shall be reduced by one or by two, and such Xxx Nominee(s) or XXX Nominee, as the case may be, shall be removed from the Board of Directors and, during such time as the Applicable Xxx Holders and the Applicable XXX Holders, respectively, would otherwise have had the right to designate a Director hereunder, a representative of the Applicable Xxx Holders or the Applicable XXX Holders, as the case may be, shall continue to have the right to attend meetings of the Board of Directors of the Company and the Operating Company as an observer without a vote or other rights as a director (except the right to receive sufficient notice to enable such attendance and the right to receive all other communications, information and materials furnished, from time to time, to Directors of the Company and the Operating Company and the right to receive reimbursement for so long travel expenses to the same extent as it Owns Directors of the Company and the Operating Company). In addition to any other rights under this Agreement, (x) any transferee of any of the Xxx Holders, the XXX Holders and Xxxxx X. Xxxxxxxxx, who is an Institutional Investor and who holds pursuant to one or more Transfers Shares constituting at least fifty ten percent (5010%) of the Shares then outstanding and (y) a representative of the Cornstein Beneficiaries, so long as they hold, collectively, at least five percent (5%) of the issued and outstanding shares of Series C Preferred Common Stock purchased by it of the Company (and have not designated a director pursuant to this Section 2.3(a)), shall have the Stock Purchase Agreement (subject right to appropriate adjustment attend meetings of the Boards of Directors of the Company and its Subsidiaries, and, in the event case of any stock dividendthe Cornstein Beneficiaries, stock splitthe Executive Committee, stock distribution or combination, subdivision, reclassification as an observer without a vote or other corporate actions having rights as a director (except the similar effect with respect right to receive sufficient notice to enable such attendance and the right to receive all other communications, information and materials furnished, from time to time, to Directors of the Company and its Subsidiaries, and the Executive Committee, as the case may be, and the right to receive reimbursement for travel expenses to the Series C Preferred Stock) (the “Series C Preferred Directors”) in accordance with the terms same extent as Directors of the Certificate of IncorporationCompany and its Subsidiaries).

Election of Directors. (iSubject to Sections 2.3(c) As of the date hereofand 2.3(d) below, the Board will consist of Xxxxx Xxxxxx, Xxxx Xxxx, Xxxx Xxxxxxxxx (Xxxx Xxxx and Xxxx Xxxxxxxxx, together, being the Series A Preferred Directors (as defined below)), In Xxxx Xxxxx, Xxxxx Xxxx (In Xxxx Xxxxx and Xxxxx Xxxx, together, being the Series B Preferred Directors (as defined below)), Xxxxxxx Xxxx (being the Series B Independent Director (as defined in the Certificate of Incorporation)), Xxxxxxxxx Xxxxxxxxxx and Xxxxxx Xxxxxxxxxxx, MD (Xxxxxxxxx Xxxxxxxxxx and Xxxxxx Xxxxxxxxxxx, MD, together, being the Series C Directors (as defined below)). From and after the Closing (as such term is defined in the Stock Purchase Agreement), the Investors Company's and the Company Operating Company's Boards of Directors shall take all reasonable action within their respective powerbe fixed at ten (10) members, including, but not limited to, the voting of (or acting by written consent with respect to) all shares of capital stock of the Company Owned by them (including the Shares), required to cause the Board to consist of eight (8) members which shall include: (i) the then-current Chief Executive Officer of the Company; (ii) two (2) representatives designated by the holders of the Existing Series A Preferred in accordance with the terms of the Certificate of Incorporation (each a “Series A Preferred Director”); (iii) three (3) representatives designated by the holders of the Series B Preferred Stock in accordance with the terms of the Certificate of Incorporation (each, a “Series B Preferred Director”); and (iv) two (2) representatives designated by the holders of the Series C Preferred Stock, provided, however, that one of the Series C Directors member shall be designated by Norwest Arthur E. Reiner (which mxxxxx xxxxx xx Xx. Reiner himself) (xxx "Xxxxxr Nominee"), two members (xxx of which members shall be either Mr. Cornstein himself, or xx Xx. Xxxxxxein is no longer ax xxxxoyee of the Company, a management employee of the Company) shall be designated by David B. Cornstein (the "Cornxxxxx Xxxxxxxx"), two members shall be designated by the Applicable ELI Holders (the "ELI Nominexx"), and xxx members shall be designated by the Applicable Lee Holders (the "Lee Xominees"). The directxxx shall be divided into classes. The initial term of one Desai Nominee and one Lee Noxxxxx shall expire in 1996; the initial term of the Reiner Nominee and the Cornstxxx Xominees shall expire in 1997; and the initial term of the other Lee Nominee and other Xesai Nominee shall expire xx 1998. At the option of the Applicable Lee Holders and the Applicablx XLI Holders, respectively, thx Lee Nominee(s) or the ELI Nomxxxe(s), respectively, xhall be reduced by one or by two, and such Lee Nominee(s) or ELI Nominxx(s), as the case may be, shall be removed from the Board of Directors and, during such time as the Applicable Lee Holders and the Applicaxxx ELI Holders, respectxxxly, would otherwise have had the right to designate a Director hereunder, a representative of the Applicable Lee Holders or the Xxxlicable ELI Holders, as the case may xx, shall continue to have the right to attend meetings of the Board of Directors of the Company and the Operating Company as an observer without a vote or other rights as a director (except the right to receive sufficient notice to enable such attendance and the right to receive all other communications, information and materials furnished, from time to time, to Directors of the Company and the Operating Company and the right to receive reimbursement for so long travel expenses to the same extent as it Owns Directors of the Company and the Operating Company). In addition to any other rights under this Agreement, (x) any transferee of any of the Lee Holders, the ELI Xxxders and David B. Cornxxxin, who is an Xxxxxxxxxxxxx Xxxestor and who holds pursuant to one or more Transfers Shares constituting at least fifty ten percent (5010%) of the Shares then outstanding and (y) a representative of the Cornstein Beneficiaries, so long as they hold, collectively, at least five percent (5%) of the issued and outstanding shares of Series C Preferred Common Stock purchased by it of the Company (and have not designated a director pursuant to this Section 2.3(a)), shall have the Stock Purchase Agreement (subject right to appropriate adjustment attend meetings of the Boards of Directors of the Company and its Subsidiaries, and, in the event case of any stock dividendthe Cornstein Beneficiaries, stock splitthe Executive Committee, stock distribution or combination, subdivision, reclassification as an observer without a vote or other corporate actions having rights as a director (except the similar effect with respect right to receive sufficient notice to enable such attendance and the right to receive all other communications, information and materials furnished, from time to time, to Directors of the Company and its Subsidiaries, and the Executive Committee, as the case may be, and the right to receive reimbursement for travel expenses to the Series C Preferred Stock) (the “Series C Preferred Directors”) in accordance with the terms same extent as Directors of the Certificate of IncorporationCompany and its Subsidiaries).

Election of Directors. (i) As At each annual meeting of the date hereofstockholders of the Company, or at each special meeting of the stockholders of the Company involving the election of directors of the Company, and at any other time at which stockholders of the Company will have the right to or will vote for or render consent in writing regarding the election of directors of the Company, then and in each event, the Board will consist of Xxxxx Xxxxxx, Xxxx Xxxx, Xxxx Xxxxxxxxx (Xxxx Xxxx Stockholders hereby covenant and Xxxx Xxxxxxxxx, together, being the Series A Preferred Directors (as defined below)), In Xxxx Xxxxx, Xxxxx Xxxx (In Xxxx Xxxxx and Xxxxx Xxxx, together, being the Series B Preferred Directors (as defined below)), Xxxxxxx Xxxx (being the Series B Independent Director (as defined in the Certificate of Incorporation)), Xxxxxxxxx Xxxxxxxxxx and Xxxxxx Xxxxxxxxxxx, MD (Xxxxxxxxx Xxxxxxxxxx and Xxxxxx Xxxxxxxxxxx, MD, together, being the Series C Directors (as defined below)). From and after the Closing (as such term is defined in the Stock Purchase Agreement), the Investors and the Company shall take all reasonable action within their respective power, including, but not limited to, the voting of (or acting by written consent with respect to) agree to vote all shares of voting capital stock of the Company Owned presently owned or hereafter acquired by them (including whether owned of record or over which any person exercises voting control) in favor of the Shares), required following actions: to fix and maintain the number of directors initially at thirteen which number may not be further changed except by an amendment to this Agreement approved by the consent of the holders of fifty-one percent (51%) or more of the Preferred Stock; and to cause and maintain the election to the Board to consist of eight (8) members which shall include: (i) the then-current Chief Executive Officer Directors of the Company; (ii) two (2) : so long as at least one-third of the number of shares of Series A Preferred Stock set forth on Schedule A are outstanding, three representatives designated by the holders Series A Investors, one of whom shall be a representative of TBG Information Investors LLC (the "TBG Director"), who shall initially be Oakleigh Xxxxxx, one of whom shall be a representative of Core Learning Group LLC (the "Core Learning Director"), who shall initially be Xxxxxxx Xxxxxxxxx, and the other of whom shall be a representative of the Existing Series A Preferred in accordance Investors as a class (the "Series A Investor Director" and, with the terms TBG Director and the Core Learning Director, the "Series A Investor Directors"), who shall initially be Xxxxxx Xxxxxxx; so long as Xxxx & Xxxxxx Company controls one-third of the Certificate number of Incorporation shares of Common Stock held by Xxxx & Xxxxxx Company and its subsidiaries, as listed on Schedule A, three nominees designated by Xxxx & Xxxxxx Company, subject to Section 1.2 below (each a “Series A Preferred Director”the "Xxxx & Xxxxxx Common Directors"); (iii) so long as Infonautics, Inc. controls one-third of the number of shares of Common Stock held by Infonautics, Inc., listed on Schedule A, two nominees designated by Infonautics, Inc., who shall initially be Xxxxx Xxxxxxxxx and Xxxxx Xxx Xxxxx Xxxxxx; two nominees represented by the Company's management, who shall initially be Xxxx X. Xxxxx, Xx. and Xxxxx Xxxxxx; and so long as at least one-third of the number of shares of Series B Preferred Stock set forth on Schedule A are outstanding, three (3) representatives designated by the holders Series B Investors, one of whom shall be a representative of Xxxx & Xxxxxx Company (the "Xxxx & Xxxxxx Series B Director"), provided, that Xxxx & Xxxxxx Company holds at least thirty percent (30%) of the number of shares of Series B Preferred Stock set forth on Schedule A opposite Xxxx & Xxxxxx Company's name, and the other directors shall be representatives of the Series B investors as a class (the "Series B Investor Directors"). The Series A Investor Director shall be nominated by holders of a majority of the outstanding Series A Preferred Stock in accordance with owned by the terms Series A Investors. The Series B Investor Directors shall be nominated by holders of a majority of the Certificate of Incorporation (each, a “outstanding Series B Preferred Director”); and (iv) two (2) representatives designated Stock owned by the holders of the Series C Preferred Stock, provided, however, that one of the Series C Directors shall be designated by Norwest for so B Investors other than Xxxx & Xxxxxx Company (as long as it Owns at least fifty percent (50%) of Xxxx & Xxxxxx Company is entitled to nominate the shares of Xxxx & Xxxxxx Series C Preferred Stock purchased by it pursuant to the Stock Purchase Agreement (subject to appropriate adjustment in the event of any stock dividend, stock split, stock distribution or combination, subdivision, reclassification or other corporate actions having the similar effect with respect to the Series C Preferred Stock) (the “Series C Preferred Directors”) in accordance with the terms of the Certificate of IncorporationB Director).

Election of Directors. (a) For so long as (i) As the Controlling Stockholders collectively own beneficially or of record or otherwise have the date hereof, the Board will consist of Xxxxx Xxxxxx, Xxxx Xxxx, Xxxx Xxxxxxxxx (Xxxx Xxxx and Xxxx Xxxxxxxxx, together, being the Series A Preferred Directors (as defined below)), In Xxxx Xxxxx, Xxxxx Xxxx (In Xxxx Xxxxx and Xxxxx Xxxx, together, being the Series B Preferred Directors (as defined below)), Xxxxxxx Xxxx (being the Series B Independent Director (as defined in the Certificate of Incorporation)), Xxxxxxxxx Xxxxxxxxxx and Xxxxxx Xxxxxxxxxxx, MD (Xxxxxxxxx Xxxxxxxxxx and Xxxxxx Xxxxxxxxxxx, MD, together, being the Series C Directors (as defined below)). From and after the Closing (as such term is defined in the Stock Purchase Agreement), the Investors and the Company shall take all reasonable action within their respective power, including, but not limited to, the voting of (right to vote or acting by written consent with respect toto at least thirty-five percent (35%) all of the total number of the then outstanding shares of capital stock of the Company Owned by them Parent Common Stock (including Parent Preferred Stock calculated on an as-if-converted basis) (such period being referred to herein as the Shares“Voting Period”) and (ii) Xxxx Xxxxxxxx or his estate owns beneficially or of record at least five million (5,000,000) shares (as adjusted for stock splits, stock dividends, combinations or the like) of Parent Common Stock (including Parent Preferred Stock calculated on an as-if-converted basis), required (A) Parent shall use its commercially reasonable efforts to cause the Board to consist nominate Xxxx Xxxxxxxx (or if Xxxx Xxxxxxxx dies or becomes incapacitated, the duly appointed nominee of eight his estate, trustee, executor or guardian, as applicable) to the Board for a three-year term upon the expiration in 2012 of his term on the Board, (8) members which shall include: (iB) each Controlling Stockholder agrees to vote or consent the then-current Chief Executive Officer Controlling Stockholder Shares and any New Shares held by it in favor of the Company; re-election of Xxxx Xxxxxxxx (iior if Xxxx Xxxxxxxx dies or becomes incapacitated, the duly appointed nominee of his estate, trustee, executor or guardian, as applicable) two to the Board for a three-year term upon the expiration in 2012 of his term on the Board, such that he (2or such duly appointed nominee) representatives designated by will continue to serve on the holders of Board for the Existing Series A Preferred in accordance with the terms of the Certificate of Incorporation (each a “Series A Preferred Director”); (iii) three (3) representatives designated by the holders of the Series B Preferred Stock in accordance with the terms of the Certificate of Incorporation (each, a “Series B Preferred Director”); 2012-2015 term and (ivC) two (2) representatives designated by each Controlling Stockholder agrees to vote the holders of the Series C Preferred Stock, provided, however, that one of the Series C Directors shall be designated by Norwest for so long as it Owns at least fifty percent (50%) of the shares of Series C Preferred Stock purchased Controlling Stockholder Shares and any New Shares held by it pursuant against (and not consent to) any action that could reasonably be expected to have the Stock Purchase Agreement (subject to appropriate adjustment in effect of preventing or disabling the event of any stock dividend, stock split, stock distribution or combination, subdivision, reclassification or other corporate actions having the similar effect with respect to the Series C Preferred Stock) (the “Series C Preferred Directors”) in accordance with the terms of the Certificate of IncorporationControlling Stockholders from performing their obligations under this Section 4(a).

Election of Directors. (i) As of the date hereof, the Board will consist of Xxxxx XxxxxxDirectors of the Company (the "Board") consists of Clivx X. Xxxxxxxx, Xxxx XxxxXxmex X.Xxxxxx, Xxxx Xxxxxxxxx (Xxxx Xxxx and Xxxx XxxxxxxxxXxchxxxx X. Xxxxxxx, togetherX. Scotx Xxxxxxx, being the Series A Preferred Directors (as defined below))Xxctxx Xxxxxxxx, In Xxxx XxxxxXxcqxxx Xxxxxxxx, Xxxxx Xxxx (In Xxxx Xxxxx and Xxxxx Xxxx, together, being the Series B Preferred Directors (as defined below)), Xxxxxxx Xxxx (being the Series B Independent Director (as defined in the Certificate of Incorporation)), Xxxxxxxxx Xxxxxxxxxx and Xxxxxx Xxxxxxxxxxx, MD (Xxxxxxxxx Xxxxxxxxxx and Xxxxxx Xxxxxxxxxxx, MD, together, being the Series C Directors (as defined below))Xxnnxx Xxxxxxxx xxx Faizl Husaxx. From Xxom and after the Closing (as such term is defined in the Stock Purchase Agreement)date hereof, the Investors and the Company shall take all reasonable action within their respective power, including, including but not limited to, the voting of (or acting all Shares owned by written consent with respect to) all shares of capital stock of the Company Owned by them (including the Shares)them, required to cause the Board to consist of at least eight (8) members which shall include: or such other number as the Board may from time to time establish, and at all times throughout the term of this Agreement to include (iA) the then-current Chief Executive Officer of the Company, (B) as long as Warburg, Pincxx Xxxtures, L.P. ("Warburg") and its Permitted Transferees own at least seven and one-half percent (7.5%) of the Common Stock of the Company, calculated on an as converted basis, but less than twenty percent (20%,) of the Common Stock of the Company, calculated on an as converted basis, one representative designated by Warburg; as long as Warburg and its Permitted Transferees own at least twenty percent (ii20'%) of the Common Stock of the Company, calculated on an as converted basis, two (2) representatives designated by Warburg (each, a "Warburg Director"), (C) as long as T. Scotx Xxxxxxx, Xxsbxxx Xxxxxxx, Xxnseatic and MPM Medicines L.P. (collectively, the holders -MPM Group") and their Permitted Transferees as a group own at least seven and one-half percent (7.5%) of the Existing Series A Preferred Common Stock of the Company, calculated on an as converted basis, one representative designated by MPM Medicines L.P. ("MPM") (an "MPM Director"); (D) as long as PharmaBio Development Inc. ("PharmaBio") and its Permitted Transferees own at least seven and one-half percent (7.5'%) of the Common Stock of the Company, calculated on an as converted basis, one representative designated by PharmaBio (a "PharmaBio Director"); (E) as long as Biotech Target, S.A. ("Biotech Target") and its Permitted Transferees own at least seven and one-half percent (7.5%) of the Common Stock of the Company, calculated on an as converted basis, one representative designated by Biotech Target; as long as Biotech Target and its Permitted Transferees own at least twenty percent (20%.) of the Common Stock of the Company, calculated on an as converted basis, two representatives designated by Biotech Target (each, a "Biotech Target Director"); and (F) as long as Morgxx Xxxnxxx Xxxture Partners 111, L.P., Morgxx Xxxnxxx Xxxture Investors III, L.P. and The Morgxx Xxxnxxx Xxxture Partners Entrepreneur Fund, L.P. (collectively, the "MSVP Investors") and their Permitted Transferees as a group own at least three and one-half percent (3.5%.) of the Common Stock of the Company, calculated on an as converted basis, one representative designated by the MSVP Investors (a "MSVP Director"). From and after the date hereof (until the death, disability, resignation or removal of such director in accordance with the terms of hereof), Jamex X. Xxxxxx xxx Nichxxxx X. Xxxxxxx xxxll constitute the Certificate of Incorporation (each a “Series A Preferred Warburg Directors.- T. Scotx Xxxxxxx xxxll constitute the MPM Director”); (iii) three (3) representatives designated by Dennxx Xxxxxxxx xxxll constitute the holders of PharmaBlo Director; Victxx Xxxxxxxx xxx Jacqxxx Xxxxxxxx xxxll constitute the Series B Preferred Stock in accordance with the terms of the Certificate of Incorporation (each, a “Series B Preferred Director”)Biotech Target Directors; and (iv) two (2) representatives designated by Fazte Husaxx xxxll constitute the holders of the Series C Preferred Stock, provided, however, that one of the Series C Directors shall be designated by Norwest for so long as it Owns at least fifty percent (50%) of the shares of Series C Preferred Stock purchased by it pursuant to the Stock Purchase Agreement (subject to appropriate adjustment in the event of any stock dividend, stock split, stock distribution or combination, subdivision, reclassification or other corporate actions having the similar effect with respect to the Series C Preferred Stock) (the “Series C Preferred Directors”) in accordance with the terms of the Certificate of IncorporationMSVP Director.

Election of Directors. Each Preferred Stockholder and each Founder shall take or cause to be taken such actions as may be required from time to time to establish and maintain the number of persons comprising the Board of Directors of the Company at seven (7) or at such other number as the Board of Directors may determine from time to time, and to elect as directors (i) As one representative designated by HarbourVest Partners, LLC ("HVP"), (ii) one representative designated by BancBoston Ventures, Inc. (together, with the representative elected pursuant to the foregoing clause (i), the "Series C Directors"), (iii) one representative of the date hereofCompany's Series A Convertible Voting Preferred Stock, par value $.01 per share (the Board will consist "Series A Stock") designated for election by holders of Xxxxx Xxxxxx, Xxxx Xxxx, Xxxx Xxxxxxxxx (Xxxx Xxxx and Xxxx Xxxxxxxxx, together, being at least a majority of the Series A Preferred Directors Stock issued and outstanding (as defined below)the "Class A Director"), In Xxxx Xxxxx, Xxxxx Xxxx (In Xxxx Xxxxx and Xxxxx Xxxx, together, being the Series B Preferred Directors (as defined below)), Xxxxxxx Xxxx (being the Series B Independent Director (as defined in the Certificate of Incorporation)), Xxxxxxxxx Xxxxxxxxxx and Xxxxxx Xxxxxxxxxxx, MD (Xxxxxxxxx Xxxxxxxxxx and Xxxxxx Xxxxxxxxxxx, MD, together, being the Series C Directors (as defined below)). From and after the Closing (as such term is defined in the Stock Purchase Agreement), the Investors and the Company shall take all reasonable action within their respective power, including, but not limited to, the voting of (or acting by written consent with respect to) all shares of capital stock of the Company Owned by them (including the Shares), required to cause the Board to consist of eight (8) members which shall include: (i) the then-current Chief Executive Officer of the Company; (ii) two (2) representatives designated by the holders of the Existing Series A Preferred in accordance with the terms of the Certificate of Incorporation (each a “Series A Preferred Director”); (iii) three (3) two representatives of the Founders designated for election by the holders of Founders (the Series B Preferred Stock in accordance with the terms of the Certificate of Incorporation (each, a “Series B Preferred Director”); "Founder Directors") and (iv) two independent directors designated for election by both (2A) representatives designated by the holders at least a majority of the Series C Preferred StockStock issued and outstanding, providedvoting as a separate class, however, that one and (B) at least a majority of the Series C Directors A Stock issued and outstanding, voting as a separate class; provided that each such independent director shall be designated by Norwest for so long as it Owns at least fifty percent (50%) a person that is not a director, officer, employee, agent, representative or Affiliate of any Investor or of Ashton. Without limiting the generality of the shares foregoing, at each annual meeting of Series C the stockholders and at each special meeting of the stockholders called for the purpose of electing directors of the Company, and at any time at which the stockholders have the right to, or shall, elect directors of the Company, then, and in each event, the Preferred Stock purchased Stockholders and the Founders shall vote all Shares owned by it pursuant them (or shall consent in writing in lieu of a meeting of stockholders, as the case may be) to set the Stock Purchase Agreement (subject number of, and to appropriate adjustment in elect persons as, directors of the event of any stock dividend, stock split, stock distribution or combination, subdivision, reclassification or other corporate actions having the similar effect with respect to the Series C Preferred Stock) (the “Series C Preferred Directors”) Company in accordance with the terms of the Certificate of Incorporationpreceding sentence."

Election of Directors. (a) Each of Martxx xxx Terexx xxxll be entitled to designate to the other four individuals to be voted for and to serve on the board of directors of Newco #1 (each a "Director Designee") (provided that such individuals have not been involved in any legal proceedings of the type specified in Item 401(f) of Regulation S-K). Each of Martxx xxx Terexx xxxll, and shall use his best efforts to cause each of their respective affiliates (as used in this Agreement, "affiliate" shall include, without limitation, any person or entity which, directly or indirectly, controls, is controlled by or under common control with such person or entity, members of any individual's immediate family and any trusts, the trustee and all beneficiaries of which are such persons or members of such individual's immediate family), to (i) As nominate for election and 1 2 (ii) vote all of his Shares entitled to vote thereon for the election of the date hereofother party's Director Designees at any meeting of stockholders of Newco #1 or by written consent of the holders of voting securities of Newco #1 without a meeting. (b) If at any time either Martxx xx Terexx xxxll notify Newco #1 of such party's desire to have one or more of their respective Director Designees removed, each of Martxx xxx Terexx xxxll, and shall use his best efforts to cause each of their respective affiliates to, subject to all applicable requirements of law, vote all of his Shares entitled to vote thereon for the Board will consist removal of Xxxxx Xxxxxxsuch director at any meeting of the stockholders of Newco #1 or by written consent of the holders of voting securities of Newco #1 without a meeting. (c) Whenever any Director Designee ceases to serve on the board of directors of Newco #1 (whether by reason of death, Xxxx Xxxxresignation, Xxxx Xxxxxxxxx (Xxxx Xxxx and Xxxx Xxxxxxxxx, together, being the Series A Preferred Directors (as defined below)), In Xxxx Xxxxx, Xxxxx Xxxx (In Xxxx Xxxxx and Xxxxx Xxxx, together, being the Series B Preferred Directors (as defined below)), Xxxxxxx Xxxx (being the Series B Independent Director (as defined in the Certificate of Incorporation)), Xxxxxxxxx Xxxxxxxxxx and Xxxxxx Xxxxxxxxxxx, MD (Xxxxxxxxx Xxxxxxxxxx and Xxxxxx Xxxxxxxxxxx, MD, together, being the Series C Directors (as defined below)). From and after the Closing (as such term is defined in the Stock Purchase Agreementremoval or otherwise), the Investors and the Company shall take all reasonable action within their respective power, including, but not limited to, the voting of (or acting by written consent with respect to) all shares of capital stock of the Company Owned by them (including the Shares), required to cause the Board to consist of eight (8) members which shall include: (i) the then-current Chief Executive Officer of the Company; (ii) two (2) representatives designated by the holders of the Existing Series A Preferred in accordance with the terms of the Certificate of Incorporation (each a “Series A Preferred Director”); (iii) three (3) representatives designated by the holders of the Series B Preferred Stock in accordance with the terms of the Certificate of Incorporation (each, a “Series B Preferred Director”); and (iv) two (2) representatives designated by the holders of the Series C Preferred Stock, provided, however, that one of the Series C Directors successor director shall be designated by Norwest for so long as it Owns at least fifty percent (50%) of the shares of Series C Preferred Stock purchased by it pursuant acceptable to the Stock Purchase Agreement (subject to appropriate adjustment in party who designated the Director Designee creating the vacancy. In the event the board of any stock dividend, stock split, stock distribution or combination, subdivision, reclassification or other corporate actions having the similar effect directors of Newco #1 fills a vacancy with respect a person not acceptable to the Series C Preferred Stockparty who designated the Director Designee creating the vacancy, Martxx xxx Terexx xxxee to immediately jointly request the Secretary of Newco #1 to call a special meeting of stockholders of Newco #1 for the election of directors. (d) (Martxx xxx Terexx xxxee to jointly request the “Series C Preferred Directors”) in accordance with the terms Secretary of the Certificate Newco #1 to call a special meeting of Incorporationstockholders of Newco #1 if either Martxx xx Terexx xxxuests such a meeting. SECTION 2.

Election of Directors. (i) As of the date hereof, the Board of Directors of the Company (the "Board") will consist of Xxxxxxx X. Xxxxx Xxxxxx("Xxxxx"), Xxxx Xxxx, Xxxx Xxxxxxxxx O'X. Xxxxxx (Xxxx Xxxx and Xxxx Xxxxxxxxx, together, being the Series A Preferred Directors (as defined below)), In Xxxx Xxxxx, Xxxxx Xxxx (In Xxxx Xxxxx and Xxxxx Xxxx, together, being the Series B Preferred Directors (as defined below)"Xxxxxx"), Xxxxxxx Xxxx (being the Series B Independent Director (as defined in the Certificate of Incorporation))X. Xxxxxxxxxx, Xxxxxxxxx Xxxxxxxxxx Xxxxxxx Xxx, Xxxxxx X. Xxxxxx and Xxxxxx Xxxxxxxxxxx, MD (Xxxxxxxxx Xxxxxxxxxx and Xxxxxx Xxxxxxxxxxx, MD, together, being the Series C Directors (as defined below))X. Xxxxx. From and after the Closing (as such term is defined in the Stock Purchase Agreement)date hereof, the Investors and the Company shall take all reasonable action within their respective power, including, including but not limited to, the voting of (or acting by written consent with respect to) all shares of capital stock of the Company Owned owned by them (including the Shares)them, required to cause the Board to consist of eight nine members or such other number as the Board may from time to time establish, and at all times throughout the term of this Agreement to include (8) members which shall include: A) as long as Warburg owns beneficially (iwithin the meaning of Rule 13d-3 under the Exchange Act) the then-current Chief Executive Officer (1) at least twenty percent (20%) of the Company; (ii) two Common Stock, three representatives designated by Warburg, (2) at least fifteen percent (15%) of the Common Stock, two representatives designated by the holders of the Existing Series A Preferred in accordance with the terms of the Certificate of Incorporation (each a “Series A Preferred Director”); (iii) three Warburg and (3) representatives at least ten percent (10%) of the Common Stock, one representative designated by the holders of the Series B Preferred Stock in accordance with the terms of the Certificate of Incorporation Warburg (each, a “Series B Preferred "Warburg Director”"); and , (ivB) two as long as GEI owns beneficially (within the meaning of Rule 13d-3 under the Exchange Act) (1) at least twenty percent (20%) of the Common Stock, three representatives designated by GEI, (2) at least fifteen percent (15%) of the Common Stock, two representatives designated by the holders GEI and (3) at least ten percent (10%) of the Series C Preferred Common Stock, provided, however, that one of the Series C Directors shall be representative designated by Norwest for so GEI (each, a "GEI Director" and, together with each Warburg Director, the "Institutional Directors"), (C) as long as it Owns Warburg and GEI collectively own beneficially (within the meaning of Rule 13d-3 under the Exchange Act) at least fifty percent (50%) of the shares Common Stock, Warburg and GEI shall collectively have the right to designate that number of Series C Preferred Stock purchased by it pursuant representatives as shall constitute a majority of the Board, (D) Xxxxx, who shall be entitled to be a member of the Stock Purchase Agreement (subject to appropriate adjustment in the event Board until termination of any stock dividend, stock split, stock distribution or combination, subdivision, reclassification or other corporate actions having the similar effect with respect to the Series C Preferred Stock) (the “Series C Preferred Directors”) his employment in accordance with the terms of the Certificate Xxxxx Employment Agreement, (E) Xxxxxx, who shall be entitled to be a member of Incorporationthe Board until termination of his employment in accordance with the terms of the Xxxxxx Employment Agreement, and (F) at least one director who is neither an officer or employee of the Company nor an officer, employee or Affiliate of GEI or Warburg (the "Independent Director"). The Independent Director shall be selected by the unanimous approval of the Board. The Board shall take such action as may be necessary from time to time to cause the board of directors of Eagle Family Foods, Inc., a wholly owned subsidiary of the Company, to be identical to that of the Board.

Election of Directors. (iSubject to Sections 2.3(c) As of the date hereofand 2.3(d) below, the Board will consist of Xxxxx Xxxxxx, Xxxx Xxxx, Xxxx Xxxxxxxxx (Xxxx Xxxx and Xxxx Xxxxxxxxx, together, being the Series A Preferred Directors (as defined below)), In Xxxx Xxxxx, Xxxxx Xxxx (In Xxxx Xxxxx and Xxxxx Xxxx, together, being the Series B Preferred Directors (as defined below)), Xxxxxxx Xxxx (being the Series B Independent Director (as defined in the Certificate of Incorporation)), Xxxxxxxxx Xxxxxxxxxx and Xxxxxx Xxxxxxxxxxx, MD (Xxxxxxxxx Xxxxxxxxxx and Xxxxxx Xxxxxxxxxxx, MD, together, being the Series C Directors (as defined below)). From and after the Closing (as such term is defined in the Stock Purchase Agreement), the Investors Company's and the Company Operating Company's Boards of Directors shall take all reasonable action within their respective power, including, but not limited to, the voting of (or acting by written consent with respect to) all shares of capital stock of the Company Owned by them (including the Shares), required to cause the Board to consist of be fixed at eight (8) members members, of which shall include: (i) the then-current Chief Executive Officer of the Company; (ii) two (2) representatives designated by the holders of the Existing Series A Preferred in accordance with the terms of the Certificate of Incorporation (each a “Series A Preferred Director”); (iii) three (3) representatives designated by the holders of the Series B Preferred Stock in accordance with the terms of the Certificate of Incorporation (each, a “Series B Preferred Director”); and (iv) two (2) representatives designated by the holders of the Series C Preferred Stock, provided, however, that one of the Series C Directors member shall be designated by Norwest Xxxxxx X. Xxxxxx (which member shall be Xx. Xxxxxx himself) (the "Xxxxxx Nominee"), two members (one of which members shall be either Xx. Xxxxxxxxx himself, or if Xx. Xxxxxxxxx is no longer an employee of the Company, a management employee of the Company) shall be designated by Xxxxx X. Xxxxxxxxx (the "Cornstein Nominees"), one member shall be designated by the Applicable XXX Holders (the "XXX Nominees"), and two members shall be designated by the Applicable Xxx Holders (the "Xxx Nominees"). The directors shall be divided into classes. The initial term of the Xxxxx Nominee and one Xxx Nominee shall expire in 1999; the initial term of the Xxxxxx Nominee and the Cornstein Nominees shall expire in 2000; and the initial term of the other Xxx Nominee shall expire in 2001. At the option of the Applicable Xxx Holders and the Applicable XXX Holders, respectively, the Xxx Nominee(s) or the XXX Nominee, respectively, shall be reduced by one or by two, and such Xxx Nominee(s) or XXX Nominee, as the case may be, shall be removed from the Board of Directors and, during such time as the Applicable Xxx Holders and the Applicable XXX Holders, respectively, would otherwise have had the right to designate a Director hereunder, a representative of the Applicable Xxx Holders or the Applicable XXX Holders, as the case may be, shall continue to have the right to attend meetings of the Board of Directors of the Company and the Operating Company as an observer without a vote or other rights as a director (except the right to receive sufficient notice to enable such attendance and the right to receive all other communications, information and materials furnished, from time to time, to Directors of the Company and the Operating Company and the right to receive reimbursement for so long travel expenses to the same extent as it Owns Directors of the Company and the Operating Company). In addition to any other rights under this Agreement, (x) any transferee of any of the Xxx Holders, the XXX Holders and Xxxxx X. Xxxxxxxxx, who is an Institutional Investor and who holds pursuant to one or more Transfers Shares constituting at least fifty ten percent (5010%) of the Shares then outstanding and (y) a representative of the Cornstein Beneficiaries, so long as they hold, collectively, at least five percent (5%) of the issued and outstanding shares of Series C Preferred Common Stock purchased by it of the Company (and have not designated a director pursuant to this Section 2.3(a)), shall have the Stock Purchase Agreement (subject right to appropriate adjustment attend meetings of the Boards of Directors of the Company and its Subsidiaries, and, in the event case of any stock dividendthe Cornstein Beneficiaries, stock splitthe Executive Committee, stock distribution or combination, subdivision, reclassification as an observer without a vote or other corporate actions having rights as a director (except the similar effect with respect right to receive sufficient notice to enable such attendance and the right to receive all other communications, information and materials furnished, from time to time, to Directors of the Company and its Subsidiaries, and the Executive Committee, as the case may be, and the right to receive reimbursement for travel expenses to the Series C Preferred Stock) (the “Series C Preferred Directors”) in accordance with the terms same extent as Directors of the Certificate of IncorporationCompany and its Subsidiaries).

Election of Directors. (i) As So long as (i) Oak Investment Partners XI, Limited Partnership (or an affiliated fund) (the “Initial Holder”) is the holder of at least a majority of the date hereof, the Board will consist issued and outstanding shares of Xxxxx Xxxxxx, Xxxx Xxxx, Xxxx Xxxxxxxxx (Xxxx Xxxx and Xxxx Xxxxxxxxx, together, being the Series A Preferred Directors (as defined below)), In Xxxx Xxxxx, Xxxxx Xxxx (In Xxxx Xxxxx and Xxxxx Xxxx, together, being the Series B Preferred Directors Stock (as defined below)the “Majority Holder”), Xxxxxxx Xxxx but in no event at any time that the Initial Holder is not the Majority Holder, (being ii) as of the record date for determining the shareholders entitled to vote at the meeting, the number of shares of Common Stock into which the then outstanding shares of Series B Independent Director Preferred Stock would be convertible based on the Conversion Price in effect represents at least fifteen percent (as defined in 15%) of the Certificate total issued and outstanding shares of Incorporation)), Xxxxxxxxx Xxxxxxxxxx and Xxxxxx Xxxxxxxxxxx, MD Common Stock of the Corporation (Xxxxxxxxx Xxxxxxxxxx and Xxxxxx Xxxxxxxxxxx, MD, together, being the Series C Directors (as defined below)). From and after the Closing (as such term is defined in the Stock Purchase Agreement), the Investors and the Company shall take all reasonable action within their respective power, including, but not limited to, the voting assuming conversion of (or acting by written consent with respect to) all shares of capital stock Series B Preferred Stock, but without giving effect to conversion or exercise of any other outstanding Convertible Securities or Options or warrants) and (iii) the Majority Holder has not sent the Corporation the irrevocable notice identified in Section 11(a)(viii) below, in the election of directors of the Company Owned by them (including the Shares)Corporation, required to cause the Board to consist of eight (8) members which shall include: (i) the then-current Chief Executive Officer of the Company; (ii) two (2) representatives designated by the holders of the Existing Series A Preferred in accordance with B Preferred, voting separately as a single series to the terms exclusion of all other classes and series of the Certificate Corporation's capital stock and with each share of Incorporation Series B Preferred Stock entitled to one vote, shall be entitled at an annual or special meeting of the shareholders called for such purpose to elect one director to serve as a member of the Corporation's Board of Directors (each a the “Series A Preferred B Director”); (iii) three (3) representatives designated , until his successor is duly elected by the holders of the Series B Preferred Stock Preferred, subject to prior death, resignation, retirement, disqualification, or removal or termination of term of office in accordance with the terms of the Certificate of Incorporation (each, a “this Section 11(a). The Series B Preferred Director”); and (iv) two (2) representatives designated Director so elected shall be in addition to the directors elected by the holders of the Series C Preferred Stock, provided, however, that one Common Stock of the Series C Directors Corporation, and shall be designated by Norwest for so long as it Owns at least fifty percent (50%) of the shares of Series C Preferred Stock purchased by it pursuant to the Stock Purchase Agreement (subject to appropriate adjustment in the event of any stock dividend, stock split, stock distribution or combination, subdivision, reclassification or other corporate actions having the similar effect with respect to the Series C Preferred Stock) (the “Series C Preferred Directors”) in accordance with the terms Corporation's bylaws increase the maximum number of directors otherwise permitted pursuant to the Certificate of IncorporationCorporation's bylaws.