Common use of Executive Directors Clause in Contracts

Executive Directors. (a) The parties hereby agree that Executive Holdco shall have the right, (i) to designate two (2) individuals initially, and to designate up to two (2) additional individuals in accordance with Section 2.1(g) and Section 2.2(d) (each, an “Executive Director”), for nomination to the Board, so long as either Key Executive is employed as Chief Executive Officer or Executive Chairman of the Company (the “Continued Employment Condition”) and (ii) to the extent the Continued Employment Condition is no longer satisfied, to designate one (1) individual as an Executive Director for nomination to the Board, so long as the Aggregate Executive Ownership is equal to or exceeds the Executive Ownership Minimum or a Triggering Event described in clause (ii) of the definition thereof has not otherwise occurred (this clause (ii), the “Executive Holdco Step-Down”), in each case, subject to the proper exercise of the fiduciary duties of the Board or if then-different from the Board, the Governing Body (or the appropriate committee or subcommittee of either of the foregoing) with respect to director nominations. (b) For so long as the Company Charter shall provide for the division of directors into three classes, one Executive Director shall be designated as a Class II director and, so long as Executive Holdco has the right to designate a second Executive Director, the other Executive Director shall be designated as a Class III director. The initial Executive Directors shall be the Key Executives (with ▇▇▇▇▇ ▇▇▇▇▇▇▇ being designated as the initial Class III director and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ being the initial Class II director). (c) In connection with the election of Class II and Class III directors, as applicable, the Board or, if then-different from the Board, the Governing Body, shall nominate the applicable Executive Director for election as a director as part of the slate that is included in the proxy statement (or consent solicitation or similar document) of the Company relating to the election of directors, shall recommend the election of such nominee, and shall provide as high a level of support to cause the election of such nominee as it provides to any other individual standing for election as a director of the Company as part of the Company’s applicable slate of directors. In the event the Company Charter does not provide for the division of directors into three classes, the Board or, if then-different from the Board, the Governing Body, shall nominate each Executive Director for election as a director as part of the slate that is included in the proxy statement (or consent solicitation or similar document) of the Company relating to the election of directors, shall recommend the election of such nominee, and shall provide as high a level of support to cause the election of such nominee as it provides to any other individual standing for election as a director of the Company as part of the Company’s slate of directors. If the Governing Body is then-different from the Board, upon any such nominee’s election as a director, such director shall be appointed to the Executive Committee. In addition, so long as Executive Holdco has the right to designate one (1) individual for nomination to the Board hereunder, and any such individual is then-serving on the Board, unless Executive Holdco otherwise agrees, at least one (1) such director shall be appointed to each committee of the Board and sub-committee of the Executive Committee, except as otherwise required by applicable law or Stock Exchange Rules (as defined in the Company Charter) and except for the Company’s Audit Committee, 16b-3 Committee and any other committee or sub-committee evaluating a related party transaction with Executive Holdco or any of its Affiliates. (d) With respect to any Executive Director to be designated by Executive Holdco other than the initial Executive Directors identified in Section 2.2(b), including any Executive Directors designated in accordance with this Section 2.2(d) or in accordance with Section 2.1(g) above, Executive Holdco shall designate such Executive Director for nomination by delivering to the Company a written statement at least ninety (90) days prior to the one-year anniversary of the preceding annual meeting nominating directors, or such shorter period as is agreed in writing by the Company, and setting forth such individual’s business address, telephone number, facsimile number and e-mail address; provided, that if Executive Holdco shall fail to deliver such written notice, Executive Holdco shall be deemed to have designated the Executive Director(s) previously designated (or designated pursuant to this Section 2.2(d)) by Executive Holdco who are currently serving on the Board; provided, further, that in the event that an Executive Director becomes permanently disabled or dies or otherwise resigns within ninety (90) days prior to the one-year anniversary of the preceding annual meeting, Executive Holdco shall be permitted to designate a replacement Executive Director and the Company shall use its reasonable best efforts to comply with its obligations herein, including filing and disseminating an amendment to the proxy statement (or consent solicitation or similar document) of the Company relating to the election of directors to cause the election of such replacement Executive Director. If the Governing Body is then-different from the Board, upon any such nominee’s election as a director, such director shall be appointed to the Executive Committee. (e) Executive Holdco shall have the right to request the removal an Executive Director from the Board, subject to the rights of holders of Company Securities (other than the other Stockholder parties hereto) under applicable law. The SL Parties agree with the Executive Parties and the Company, and the other Stockholders party hereto hereby agree with the Company, in each case that they will not take any action to remove (and will oppose any action to remove) an Executive Director from the Board (and, if then-different from the Board, the Governing Body) unless (i) the removal is a removal “for cause” as defined for purposes of Delaware law and as determined by final non-appealable judgment of a court of competent jurisdiction in the state of Delaware, (ii) the removal is at the request of Executive Holdco in accordance with this Section 2.2(e) or (iii) the Governing Body (excluding the Executive Directors) has requested Executive Holdco to cause all Executive Directors to resign from the Board (and, if then-different from the Board, the Governing Body) pursuant to Section 2.2(f). In addition, the SL Parties agree with the Executive Parties and the Company, and the other Stockholders party hereto agree with the Company, in each case that they shall take all Necessary Action reasonably available within their power to cause the removal of any Executive Director at the request of Executive Holdco. Except to the extent Executive Holdco loses its designation rights as described in Section 2.2(f) below, Executive Holdco shall have the right to designate for appointment to the Board a director to fill any vacancy created by reason of the permanent disability, death, removal or resignation of an Executive Director, and the SL Parties agree with the Executive Parties and the Company, and the other Stockholder parties hereto agree with the Company that, in each case they shall take all Necessary Action reasonably available within their power to cause any such vacancy to be filled by such designee as promptly as practicable (and if the Governing Body is then-different from the Board, upon any such designee’s appointment to such vacancy, such designee shall be appointed to the Executive Committee). In addition, with respect to any Executive Director to be designated by Executive Holdco other than the Key Executives or any senior executive of the Company or any of its Affiliates, Executive Holdco shall select such Executive Director in consultation with the nominating committee of the Board, if such committee is in existence (and if no such committee is in existence, then in consultation with the Governing Body). Executive Holdco shall use reasonable best efforts to cause each Executive Director (other than with respect to any Executive Director that is a Key Executive or employee of the Company or any of its Affiliates) at all times to comply with the Company’s corporate policies, including, its code of ethics, and Executive Holdco shall promptly request the removal of any Executive Director who fails to comply with such corporate policies after reasonable notice from the Company is provided to Executive Holdco and such Executive Director and such Executive Director is given a reasonable opportunity to comply with such corporate policies; provided, that (A) the Company has provided such Executive Director a written copy of such corporate policies reasonably in advance of the date on which such Executive Director is obligated to comply therewith, (B) such corporate policies apply to all members of the Board in an equal manner and do not apply differently or disproportionately to the Executive Directors as compared to other members of the Board and (C) such corporate policies are enforced by the Company and its Subsidiaries against all members of the Board equally and to the same extent; provided, further, that such corporate policies shall not conflict with or otherwise be inconsistent with any agreement entered into by any Executive Party (x) with the Company, Endeavor Operating Company or any of their respective Subsidiaries in connection with the IPO, including this Agreement, or (y) with the underwriters to the IPO in connection with the IPO or otherwise create any liability or obligation of the Executive Director that is not reasonable or customary for public companies whose boards of directors include professionals from private equity firms or financial sponsors. (f) If at any time the Continued Employment Condition is not satisfied, Executive Holdco shall, unless otherwise requested by the Company in writing, cause one (1) Executive Director to immediately resign from the Board and, if then-different from the Board, the Governing Body, and Executive Holdco shall no longer have the right to designate two (2) directors for nomination to the Board pursuant to Section 2.2(a) (but, subject to the immediately subsequent sentence, shall have the right to designate one (1) director for nomination to the Board pursuant to Section 2.2(a)). If at any time the Continued Employment Condition is no longer satisfied, the Aggregate Executive Ownership is less than the Executive Ownership Minimum and a Triggering Event described in clause (ii) of the definition thereof has occurred, Executive Holdco shall, if requested by the Governing Body (excluding the Executive Directors) in writing, cause all Executive Directors to promptly resign from the Board and, if then-different from the Board, the Governing Body. (g) For the avoidance of doubt, any member of the Board and, if then-different from the Board, the Governing Body, other than the SL Directors and the Executive Directors may be removed from the Board (or Governing Body, as applicable) in accordance with the provisions of the Company Charter and the Company By-laws. (h) The Company shall reimburse the Executive Directors and any other director affiliated with Executive Holdco for all reasonable out-of-pocket costs and expenses (including travel expenses) incurred in connection with such director’s attendance and participation at meetings of the Board, if then-different from the Board, the Governing Body, or any committee or subcommittee of either of the foregoing. (i) Notwithstanding anything herein to the contrary, in the event there exists any vacancy on the Board (and/or Governing Body, as applicable), and Executive Holdco is entitled to designate a replacement for nomination to fill such vacancy pursuant to the terms hereof, if either Key Executive remains as an Executive Director, such Key Executive shall be entitled to exercise such designation right in lieu of Executive Holdco, and all references to “Executive Holdco” herein with respect to such designation shall be deemed to be a reference to such Key Executive.

Executive Directors. (a) The parties hereby agree that Executive Holdco shall have the right, (i) to designate two (2) individuals initially, and to designate up to two (2) additional individuals in accordance with Section 2.1(g) and Section 2.2(d) (each, an “Executive Director”), for nomination to the Board, so long as either Key Executive is employed as Chief Executive Officer or Executive Chairman of the Company (the “Continued Employment Condition”) and (ii) to the extent the Continued Employment Condition is no longer satisfied, to designate one (1) individual as an Executive Director for nomination to the Board, so long as the Aggregate Executive Ownership is equal to or exceeds the Executive Ownership Minimum or a Triggering Event described in clause (ii) of the definition thereof has not otherwise occurred (this clause (ii), the “Executive Holdco Step-Down”), in each case, subject to the proper exercise of the fiduciary duties of the Board or if then-different from the Board, the Governing Body (or the appropriate committee or subcommittee of either of the foregoing) with respect to director nominations. (b) For so long as the Company Charter shall provide for the division of directors into three classes, one Executive Director shall be designated as a Class II director and, so long as Executive Holdco has the right to designate a second Executive Director, the other Executive Director shall be designated as a Class III director. The initial Executive Directors shall be the Key Executives (with ▇▇▇▇▇ ▇▇▇▇▇▇▇ being designated as the initial Class III director and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ being the initial Class II director). (c) In connection with the election of Class II and Class III directors, as applicable, the Board or, if then-different from the Board, the Governing Body, shall nominate the applicable Executive Director for election as a director as part of the slate that is included in the proxy statement (or consent solicitation or similar document) of the Company relating to the election of directors, shall recommend the election of such nominee, and shall provide as high a level of support to cause the election of such nominee as it provides to any other individual standing for election as a director of the Company as part of the Company’s applicable slate of directors. In the event the Company Charter does not provide for the division of directors into three classes, the Board or, if then-different from the Board, the Governing Body, shall nominate each Executive Director for election as a director as part of the slate that is included in the proxy statement (or consent solicitation or similar document) of the Company relating to the election of directors, shall recommend the election of such nominee, and shall provide as high a level of support to cause the election of such nominee as it provides to any other individual standing for election as a director of the Company as part of the Company’s slate of directors. If the Governing Body is then-different from the Board, upon any such nominee’s election as a director, such director shall be appointed to the Executive Committee. In addition, so long as Executive Holdco has the right to designate one (1) individual for nomination to the Board hereunder, and any such individual is then-serving on the Board, unless Executive Holdco otherwise agrees, at least one (1) such director shall be appointed to each committee of the Board and sub-committee of the Executive Committee, except as otherwise required by applicable law or Stock Exchange Rules (as defined in the Company Charter) and except for the Company’s Audit Committee, 16b-3 Committee and any other committee or sub-committee evaluating a related party transaction with Executive Holdco or any of its Affiliates. (d) With respect to any Executive Director to be designated by Executive Holdco other than the initial Executive Directors identified in Section 2.2(b), including any Executive Directors designated in accordance with this Section 2.2(d) or in accordance with Section 2.1(g) above, Executive Holdco shall designate such Executive Director for nomination by delivering to the Company a written statement at least ninety (90) days prior to the one-year anniversary of the preceding annual meeting nominating directors, or such shorter period as is agreed in writing by the Company, and setting forth such individual’s business address, telephone number, facsimile number and e-mail address; provided, that if Executive Holdco shall fail to deliver such written notice, Executive Holdco shall be deemed to have designated the Executive Director(s) previously designated (or designated pursuant to this Section 2.2(d)) by Executive Holdco who are currently serving on the Board; provided, further, that in the event that an Executive Director becomes permanently disabled or dies or otherwise resigns within ninety (90) days prior to the one-year anniversary of the preceding annual meeting, Executive Holdco shall be permitted to designate a replacement Executive Director and the Company shall use its reasonable best efforts to comply with its obligations herein, including filing and disseminating an amendment to the proxy statement (or consent solicitation or similar document) of the Company relating to the election of directors to cause the election of such replacement Executive Director. If the Governing Body is then-different from the Board, upon any such nominee’s election as a director, such director shall be appointed to the Executive Committee. (e) Executive Holdco shall have the right to request the removal an Executive Director from the Board, subject to the rights of holders of Company Securities (other than the other Stockholder parties hereto) under applicable law. The SL Parties agree with the Executive Parties and the Company, and the other Stockholders party hereto hereby agree with the Company, in each case that they will not take any action to remove (and will oppose any action to remove) an Executive Director from the Board (and, if then-different from the Board, the Governing Body) unless (i) the removal is a removal “for cause” as defined for purposes of Delaware law and as determined by final non-appealable judgment of a court of competent jurisdiction in the state of Delaware, (ii) the removal is at the request of Executive Holdco in accordance with this Section 2.2(e) or (iii) the Governing Body (excluding the Executive Directors) has requested Executive Holdco to cause all Executive Directors to resign from the Board (and, if then-different from the Board, the Governing Body) pursuant to Section 2.2(f). In addition, the SL Parties agree with the Executive Parties and the Company, and the other Stockholders party hereto agree with the Company, in each case that they shall take all Necessary Action reasonably available within their power to cause the removal of any Executive Director at the request of Executive Holdco. Except to the extent Executive Holdco loses its designation rights as described in Section 2.2(f) below, Executive Holdco shall have the right to designate for appointment to the Board a director to fill any vacancy created by reason of the permanent disability, death, removal or resignation of an Executive Director, and the SL Parties agree with the Executive Parties and the Company, Company and the other Stockholder parties hereto agree with the Company that, in each case they shall take all Necessary Action reasonably available within their power to cause any such vacancy to be filled by such designee as promptly as practicable (and if the Governing Body is then-different from the Board, upon any such designee’s appointment to such vacancy, such designee shall be appointed to the Executive Committee). In addition, with respect to any Executive Director to be designated by Executive Holdco other than the Key Executives or any senior executive of the Company or any of its Affiliates, Executive Holdco shall select such Executive Director in consultation with the nominating committee of the Board, if such committee is in existence (and if no such committee is in existence, then in consultation with the Governing Body). Executive Holdco shall use reasonable best efforts to cause each Executive Director (other than with respect to any Executive Director that is a Key Executive or employee of the Company or any of its Affiliates) at all times to comply with the Company’s corporate policies, including, its code of ethics, and Executive Holdco shall promptly request the removal of any Executive Director who fails to comply with such corporate policies after reasonable notice from the Company is provided to Executive Holdco and such Executive Director and such Executive Director is given a reasonable opportunity to comply with such corporate policies; provided, that (A) the Company has provided such Executive Director a written copy of such corporate policies reasonably in advance of the date on which such Executive Director is obligated to comply therewith, (B) such corporate policies apply to all members of the Board in an equal manner and do not apply differently or disproportionately to the Executive Directors as compared to other members of the Board and (C) such corporate policies are enforced by the Company and its Subsidiaries against all members of the Board equally and to the same extent; provided, further, that such corporate policies shall not conflict with or otherwise be inconsistent with any agreement entered into by any Executive Party (x) with the Company, Endeavor Operating Company or any of their respective Subsidiaries in connection with the IPO, including this Agreement, or (y) with the underwriters to the IPO in connection with the IPO or otherwise create any liability or obligation of the Executive Director that is not reasonable or customary for public companies whose boards of directors include professionals from private equity firms or financial sponsors. (f) If at any time the Continued Employment Condition is not satisfied, Executive Holdco shall, unless otherwise requested by the Company in writing, cause one (1) Executive Director to immediately resign from the Board and, if then-different from the Board, the Governing Body, and Executive Holdco shall no longer have the right to designate two (2) directors for nomination to the Board pursuant to Section 2.2(a) (but, subject to the immediately subsequent sentence, shall have the right to designate one (1) director for nomination to the Board pursuant to Section 2.2(a)). If at any time the Continued Employment Condition is no longer satisfied, the Aggregate Executive Ownership is less than the Executive Ownership Minimum and a Triggering Event described in clause (ii) of the definition thereof has occurred, Executive Holdco shall, if requested by the Governing Body (excluding the Executive Directors) in writing, cause all Executive Directors to promptly resign from the Board and, if then-different from the Board, the Governing Body. (g) For the avoidance of doubt, any member of the Board and, if then-different from the Board, the Governing Body, other than the SL Directors and the Executive Directors may be removed from the Board (or Governing Body, as applicable) in accordance with the provisions of the Company Charter and the Company By-laws. (h) The Company shall reimburse the Executive Directors and any other director affiliated with Executive Holdco for all reasonable out-of-pocket costs and expenses (including travel expenses) incurred in connection with such director’s attendance and participation at meetings of the Board, if then-different from the Board, the Governing Body, or any committee or subcommittee of either of the foregoing. (i) Notwithstanding anything herein to the contrary, in the event there exists any vacancy on the Board (and/or Governing Body, as applicable), and Executive Holdco is entitled to designate a replacement for nomination to fill such vacancy pursuant to the terms hereof, if either Key Executive remains as an Executive Director, such Key Executive shall be entitled to exercise such designation right in lieu of Executive Holdco, and all references to “Executive Holdco” herein with respect to such designation shall be deemed to be a reference to such Key Executive.

Executive Directors. (a) The parties hereby agree that Executive Holdco Company shall have the right, (i) to designate two (2) individuals initially, and to designate up to two (2) additional individuals in accordance with Section 2.1(g) and Section 2.2(d) (each, an “[insert number] Executive Director”), for nomination to the Board, so long as either Key Executive is employed as Chief Executive Officer or Executive Chairman of the Company (the “Continued Employment Condition”) and (ii) to the extent the Continued Employment Condition is no longer satisfied, to designate one (1) individual as an Executive Director for nomination to the Board, so long as the Aggregate Executive Ownership is equal to or exceeds the Executive Ownership Minimum or a Triggering Event described in clause (ii) of the definition thereof has not otherwise occurred (this clause (ii), the “Executive Holdco Step-Down”), in each case, subject to the proper exercise of the fiduciary duties of the Board or if then-different from the Board, the Governing Body (or the appropriate committee or subcommittee of either of the foregoing) with respect to director nominations. (b) For so long as the Company Charter shall provide for the division of directors into three classes, one Directors. Each Executive Director shall be designated a statutory body of the Company. The Executive Directors shall be elected and recalled in accordance with this agreement and the Articles by the General Meeting. [The Executive Directors shall be elected as a Class II director andfollows: [...]] [Each Shareholder shall vote in such manner as is necessary to ensure that: the election of Executive Directors shall be in line with the principles set forth in this agreement; no Executive Director elected pursuant to such principles may be removed from office unless such removal is directed or approved by the affirmative vote of the person or persons entitled under such principles to nominate that Executive Director; any vacancies in the office of Executive Director created by the resignation, so long as recall or death or otherwise shall be filled pursuant to such principles; and upon the request of any person(s) entitled to nominate an Executive Holdco Director pursuant to such principles to recall such Executive Director, such Executive Director shall be recalled.] The Executive Directors shall each represent the Company [individually / individually except for legal acts the value of which exceeds [...]].4 [[Insert name] has the right to designate appoint and revoke the appointment of a second Executive Director, the other Executive Director shall be designated as a Class III director. The initial Executive Directors shall be the Key Executives (with ▇▇▇▇▇ ▇▇▇▇▇▇▇ being designated as the initial Class III director and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ being the initial Class II director). (c) In connection with the election of Class II and Class III directors, as applicable, the Board or, if then-different from the Board, the Governing Body, shall nominate the applicable Executive Director for election as a director as part of the slate that is included in the proxy statement (or consent solicitation or similar document) of the Company relating to the election of directors, shall recommend the election of such nominee, and shall provide as high a level of support to cause the election of such nominee as it provides to any other individual standing for election as a director of the Company as part of the Company’s applicable slate of directors. In the event the Company Charter does not provide for the division of directors into three classes, the Board or, if then-different from the Board, the Governing Body, shall nominate each Executive Director for election as a director as part of the slate that is included in the proxy statement (or consent solicitation or similar document) of the Company relating to the election of directors, shall recommend the election of such nominee, and shall provide as high a level of support to cause the election of such nominee as it provides to any other individual standing for election as a director of the Company as part of the Company’s slate of directors. If the Governing Body is then-different from the Board, upon any such nominee’s election as a director, such director shall be appointed to the Executive Committee. In addition, so long as Executive Holdco has the right to designate one (1) individual for nomination to the Board hereunder, and any such individual is then-serving on the Board, unless Executive Holdco otherwise agrees, at least one (1) such director shall be appointed to each committee of the Board and sub-committee of the Executive Committee, except as otherwise required by applicable law or Stock Exchange Rules (as defined in the Company Charter) and except for the Company’s Audit Committee, 16b-3 Committee and any other committee or sub-committee evaluating a related party transaction with Executive Holdco or any of its Affiliates. (d) With respect to any Executive Director to be designated by Executive Holdco other than the initial Executive Directors identified in Section 2.2(b), including any Executive Directors designated in accordance with this Section 2.2(d) or in accordance with Section 2.1(g) above, Executive Holdco shall designate such Executive Director for nomination by delivering to the Company a written statement at least ninety (90) days prior to the one-year anniversary of the preceding annual meeting nominating directors, or such shorter period as is agreed in writing by the Company, and setting forth such individual’s business address, telephone number, facsimile number and e-mail address; provided, that if Executive Holdco shall fail to deliver such written notice, Executive Holdco shall be deemed to have designated the Executive Director(s) previously designated (or designated pursuant to this Section 2.2(d)) by Executive Holdco who are currently serving on the Board; provided, further, that in the event that an Executive Director becomes permanently disabled or dies or otherwise resigns within ninety (90) days prior to the one-year anniversary of the preceding annual meeting, Executive Holdco shall be permitted to designate a replacement Executive Director and the Company shall use its reasonable best efforts to comply with its obligations herein, including filing and disseminating an amendment to the proxy statement (or consent solicitation or similar document) of the Company relating to the election of directors to cause the election of such replacement Executive Director. If the Governing Body is then-different from the Board, upon any such nominee’s election as a director, such director shall be appointed to the Executive Committee. (e) Executive Holdco shall have the right to request the removal an Executive Director from the Board, subject to the rights of holders of Company Securities (other than the other Stockholder parties hereto) under applicable law. The SL Parties agree with the Executive Parties and the Company, and the other Stockholders party hereto hereby agree with the Company, in each case that they will not take any action to remove (and will oppose any action to remove) an Executive Director from the Board (and, if then-different from the Board, the Governing Body) unless (i) the removal is a removal “for cause” as defined for purposes of Delaware law and as determined by final non-appealable judgment of a court of competent jurisdiction in the state of Delaware, (ii) the removal is at the request of Executive Holdco in accordance with this Section 2.2(e) or (iii) the Governing Body (excluding the Executive Directors) has requested Executive Holdco to cause all Executive Directors to resign from the Board (and, if then-different from the Board, the Governing Body) pursuant to Section 2.2(f). In addition, the SL Parties agree with the Executive Parties and the Company, and the other Stockholders party hereto agree with the Company, in each case that they shall take all Necessary Action reasonably available within their power to cause the removal of any Executive Director at the request of Executive Holdco. Except to the extent Executive Holdco loses its designation rights as described in Section 2.2(f) below, Executive Holdco shall have the right to designate for appointment to the Board a director to fill any vacancy created by reason of the permanent disability, death, removal or resignation of an Executive Director, and the SL Parties agree with the Executive Parties and the Company, and the other Stockholder parties hereto agree with the Company that, in each case they shall take all Necessary Action reasonably available within their power to cause any such vacancy to be filled by such designee as promptly as practicable (and if the Governing Body is then-different from the Board, upon any such designee’s appointment to such vacancy, such designee shall be appointed to the Executive Committee). In addition, with respect to any Executive Director to be designated by Executive Holdco other than the Key Executives or any senior executive of the Company or any of its Affiliates, Executive Holdco shall select such Executive Director in consultation with the nominating committee of the Board, if such committee is in existence (and if no such committee is in existence, then in consultation with the Governing Body). Executive Holdco shall use reasonable best efforts to cause each Executive Director (other than with respect to any Executive Director that is a Key Executive or employee of the Company or any of its Affiliates) at all times to comply with the Company’s corporate policies, including, its code of ethics, and Executive Holdco shall promptly request the removal of any Executive Director who fails to comply with such corporate policies after reasonable notice from the Company is provided to Executive Holdco and such Executive Director and such Executive Director is given a reasonable opportunity to comply with such corporate policies; provided, that (A) the Company has provided such Executive Director a written copy of such corporate policies reasonably in advance of the date on which such Executive Director is obligated to comply therewith, (B) such corporate policies apply to all members of the Board in an equal manner and do not apply differently or disproportionately voting observer to the Executive Directors as compared to other members of the Board and (C) such corporate policies are enforced by Company who will have full rights to access all the information of the Company and its Subsidiaries against all members of the Board equally business and to the same extent; provided, further, that such corporate policies shall not conflict with or otherwise be inconsistent with any agreement entered into by any Executive Party (x) with the Company, Endeavor Operating Company or any of their respective Subsidiaries in connection with the IPO, including this Agreement, or (y) with the underwriters to the IPO in connection with the IPO or otherwise create any liability or obligation of the Executive Director that is not reasonable or customary for public companies whose boards of directors include professionals from private equity firms or financial sponsors. (f) If at any time the Continued Employment Condition is not satisfied, Executive Holdco shall, unless otherwise requested by the Company in writing, cause one (1) Executive Director to immediately resign from the Board and, if then-different from the Board, the Governing Body, and Executive Holdco shall no longer have the right to designate two (2) directors for nomination to the Board pursuant to Section 2.2(a) (but, subject to the immediately subsequent sentence, shall have the right to designate one (1) director for nomination to the Board pursuant to Section 2.2(a)). If at any time the Continued Employment Condition is no longer satisfied, the Aggregate Executive Ownership is less than the Executive Ownership Minimum and a Triggering Event described in clause (ii) of the definition thereof has occurred, Executive Holdco shall, if requested by the Governing Body (excluding the Executive Directors) in writing, cause all Executive Directors to promptly resign from the Board and, if then-different from the Board, the Governing Body. (g) For the avoidance of doubt, any member of the Board and, if then-different from the Board, the Governing Body, other than the SL Directors and the Executive Directors who may be removed from the Board (or Governing Body, as applicable) in accordance with the provisions of the Company Charter and the Company By-laws. (h) The Company shall reimburse the Executive Directors and any other director affiliated with Executive Holdco for all reasonable out-of-pocket costs and expenses (including travel expenses) incurred in connection with such director’s attendance and participation participate at meetings of the BoardExecutive Directors. The observer shall be given copies of all notices, if thenminutes, consents and other materials at the disposal of Executive Directors at the same time and in the same manner as provided to the Executive Directors, provided that such observer is bound by the obligation to hold any non-different from the Board, the Governing Body, or any committee or subcommittee of either public information submitted to him/her in confidence.] The parties shall procure that none of the foregoing. actions which require the approval of the General Meeting or the Shareholders or the Investor Majority under this agreement and/or the Articles will be taken without such approval. The principles of corporate governance set forth in this agreement and the Articles shall be applied mutatis mutandis to all other Group Companies (i) Notwithstanding anything herein to as relevant). All transactions between the contrary, in the event there exists Company and/or any vacancy other Group Company on the Board (and/or Governing Body, as applicable)one hand, and Executive Holdco is entitled to designate a replacement for nomination to fill such vacancy pursuant to any of the terms hereofShareholders or Affiliates of the Shareholders and/or the Company on the other hand, if either Key Executive remains as an Executive Director, such Key Executive shall reflect market conditions and shall be entitled to exercise such designation right made in lieu of Executive Holdco, and all references to “Executive Holdco” herein with respect to such designation shall be deemed to be writing or in a reference to such Key Executiveform reproducible in writing.

Executive Directors. (a) The parties hereby agree that Executive Holdco Directors shall have be responsible for the right, (i) to designate two (2) individuals initiallyconduct of the general operations of the Bank, and for this purpose, shall exercise all the powers delegated to designate up to two (2) additional individuals in accordance with Section 2.1(g) and Section 2.2(d) (each, an “Executive Director”), for nomination to the Board, so long as either Key Executive is employed as Chief Executive Officer or Executive Chairman of the Company (the “Continued Employment Condition”) and (ii) to the extent the Continued Employment Condition is no longer satisfied, to designate one (1) individual as an Executive Director for nomination to the Board, so long as the Aggregate Executive Ownership is equal to or exceeds the Executive Ownership Minimum or a Triggering Event described in clause (ii) of the definition thereof has not otherwise occurred (this clause (ii), the “Executive Holdco Step-Down”), in each case, subject to the proper exercise of the fiduciary duties of them by the Board or if then-different from the Board, the Governing Body (or the appropriate committee or subcommittee of either of the foregoing) with respect to director nominationsGovernors. (b) There shall be twelve Executive Directors, who need not be governors, and of whom: (i) five shall be appointed, one by each of the five members having the largest number of shares; (ii) seven shall be elected according to Schedule B by all the Governors other than those appointed by the five members referred to in (i) above. For so long as the Company Charter shall provide for purpose of this paragraph, "members" means governments of countries whose names are set forth in Schedule A, whether they are original members or become members in accordance with Article 11, Section I (b). When governments of other countries become members, the division Board of Governors may, by a four-fifths majority of the total voting power, increase the total number of directors into three classes, one Executive Director shall by increasing the number of directors to be designated as a Class II director and, so long as Executive Holdco has the right to designate a second Executive Director, the other Executive Director shall be designated as a Class III director. The initial Executive Directors shall be the Key Executives (with ▇▇▇▇▇ ▇▇▇▇▇▇▇ being designated as the initial Class III director and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ being the initial Class II director)elected. (c) In connection with the election of Class II and Class III directors, as applicable, the Board or, if then-different from the Board, the Governing Body, shall nominate the applicable Executive Director for election as a director as part of the slate that is included in the proxy statement (or consent solicitation or similar document) of the Company relating to the election of directors, shall recommend the election of such nominee, and shall provide as high a level of support to cause the election of such nominee as it provides to any other individual standing for election as a director of the Company as part of the Company’s applicable slate of directors. In the event the Company Charter does not provide for the division of directors into three classes, the Board or, if then-different from the Board, the Governing Body, shall nominate each Executive Director for election as a director as part of the slate that is included in the proxy statement (or consent solicitation or similar document) of the Company relating to the election of directors, shall recommend the election of such nominee, and shall provide as high a level of support to cause the election of such nominee as it provides to any other individual standing for election as a director of the Company as part of the Company’s slate of directors. If the Governing Body is then-different from the Board, upon any such nominee’s election as a director, such Each executive director shall be appointed appoint an alternate with full power to act for him when he is not present. When the Executive Committee. In additionexecutive directors appointing them are present, so long as Executive Holdco has the right to designate one (1) individual for nomination to the Board hereunder, and any such individual is then-serving on the Board, unless Executive Holdco otherwise agrees, at least one (1) such director alternates may participate in meetings but shall be appointed to each committee of the Board and sub-committee of the Executive Committee, except as otherwise required by applicable law or Stock Exchange Rules (as defined in the Company Charter) and except for the Company’s Audit Committee, 16b-3 Committee and any other committee or sub-committee evaluating a related party transaction with Executive Holdco or any of its Affiliatesnot vote. (d) With respect to any Executive Director to be designated by Executive Holdco other than the initial Executive Directors identified shall continue in Section 2.2(b), including any Executive Directors designated in accordance with this Section 2.2(d) office until their successors are appointed or in accordance with Section 2.1(g) above, Executive Holdco shall designate such Executive Director for nomination by delivering to the Company a written statement at least ninety (90) days prior to the one-year anniversary of the preceding annual meeting nominating directors, or such shorter period as is agreed in writing by the Company, and setting forth such individual’s business address, telephone number, facsimile number and e-mail address; provided, that if Executive Holdco shall fail to deliver such written notice, Executive Holdco shall be deemed to have designated the Executive Director(s) previously designated (or designated pursuant to this Section 2.2(d)) by Executive Holdco who are currently serving on the Board; provided, further, that in the event that an Executive Director becomes permanently disabled or dies or otherwise resigns within ninety (90) days prior to the one-year anniversary of the preceding annual meeting, Executive Holdco shall be permitted to designate a replacement Executive Director and the Company shall use its reasonable best efforts to comply with its obligations herein, including filing and disseminating an amendment to the proxy statement (or consent solicitation or similar document) of the Company relating to the election of directors to cause the election of such replacement Executive Directorelected. If the Governing Body is then-different from office of an elected director becomes vacant more than ninety days before the Boardend of his term, upon any such nominee’s election as a director, such another director shall be appointed to elected for the Executive Committeeremainder of the term by the governors who elected the former director. A majority of the votes cast shall be required for election. While the office remains vacant, the alternate of the former director shall exercise his powers, except that of appointing an alternate. (e) The Executive Holdco Directors shall have the right to request the removal an Executive Director from the Board, subject to the rights of holders of Company Securities (other than the other Stockholder parties hereto) under applicable law. The SL Parties agree with the Executive Parties and the Company, and the other Stockholders party hereto hereby agree with the Company, function in each case that they will not take any action to remove (and will oppose any action to remove) an Executive Director from the Board (and, if then-different from the Board, the Governing Body) unless (i) the removal is a removal “for cause” as defined for purposes of Delaware law and as determined by final non-appealable judgment of a court of competent jurisdiction in the state of Delaware, (ii) the removal is continuous session at the request of Executive Holdco in accordance with this Section 2.2(e) or (iii) the Governing Body (excluding the Executive Directors) has requested Executive Holdco to cause all Executive Directors to resign from the Board (and, if then-different from the Board, the Governing Body) pursuant to Section 2.2(f). In addition, the SL Parties agree with the Executive Parties and the Company, and the other Stockholders party hereto agree with the Company, in each case that they shall take all Necessary Action reasonably available within their power to cause the removal of any Executive Director at the request of Executive Holdco. Except to the extent Executive Holdco loses its designation rights as described in Section 2.2(f) below, Executive Holdco shall have the right to designate for appointment to the Board a director to fill any vacancy created by reason principal office of the permanent disability, death, removal or resignation of an Executive Director, Bank and shall meet as often as the SL Parties agree with the Executive Parties and the Company, and the other Stockholder parties hereto agree with the Company that, in each case they shall take all Necessary Action reasonably available within their power to cause any such vacancy to be filled by such designee as promptly as practicable (and if the Governing Body is then-different from the Board, upon any such designee’s appointment to such vacancy, such designee shall be appointed to the Executive Committee). In addition, with respect to any Executive Director to be designated by Executive Holdco other than the Key Executives or any senior executive of the Company or any of its Affiliates, Executive Holdco shall select such Executive Director in consultation with the nominating committee of the Board, if such committee is in existence (and if no such committee is in existence, then in consultation with the Governing Body). Executive Holdco shall use reasonable best efforts to cause each Executive Director (other than with respect to any Executive Director that is a Key Executive or employee of the Company or any of its Affiliates) at all times to comply with the Company’s corporate policies, including, its code of ethics, and Executive Holdco shall promptly request the removal of any Executive Director who fails to comply with such corporate policies after reasonable notice from the Company is provided to Executive Holdco and such Executive Director and such Executive Director is given a reasonable opportunity to comply with such corporate policies; provided, that (A) the Company has provided such Executive Director a written copy of such corporate policies reasonably in advance of the date on which such Executive Director is obligated to comply therewith, (B) such corporate policies apply to all members of the Board in an equal manner and do not apply differently or disproportionately to the Executive Directors as compared to other members of the Board and (C) such corporate policies are enforced by the Company and its Subsidiaries against all members of the Board equally and to the same extent; provided, further, that such corporate policies shall not conflict with or otherwise be inconsistent with any agreement entered into by any Executive Party (x) with the Company, Endeavor Operating Company or any of their respective Subsidiaries in connection with the IPO, including this Agreement, or (y) with the underwriters to the IPO in connection with the IPO or otherwise create any liability or obligation of the Executive Director that is not reasonable or customary for public companies whose boards of directors include professionals from private equity firms or financial sponsorsbusiness ofthe Bank may require. (f) If at A quorum for any time meeting of the Continued Employment Condition is Executive Directors shall be a majority of the Directors, exercising not satisfied, Executive Holdco shall, unless otherwise requested by the Company in writing, cause one (1) Executive Director to immediately resign from the Board and, if then-different from the Board, the Governing Body, and Executive Holdco shall no longer have the right to designate two (2) directors for nomination to the Board pursuant to Section 2.2(a) (but, subject to the immediately subsequent sentence, shall have the right to designate one (1) director for nomination to the Board pursuant to Section 2.2(a)). If at any time the Continued Employment Condition is no longer satisfied, the Aggregate Executive Ownership is less than the Executive Ownership Minimum and a Triggering Event described in clause (ii) one-half of the definition thereof has occurred, Executive Holdco shall, if requested by the Governing Body (excluding the Executive Directors) in writing, cause all Executive Directors to promptly resign from the Board and, if then-different from the Board, the Governing Bodytotal voting power. (g) For Each appointed director shall be entitled to cast the avoidance number of doubt, any votes allotted under Section 3 of this Article to the member appointing him. Each elected director shall be entitled to cast the number of votes which counted toward his election. All the Board and, if then-different from the Board, the Governing Body, other than the SL Directors and the Executive Directors may votes which a director is entitled to cast shall be removed from the Board (or Governing Body, cast as applicable) in accordance with the provisions of the Company Charter and the Company By-lawsa unit. (h) The Company Board of Governors shall reimburse adopt regulations under which a member not entitled to appoint a director under (b) above may send a representative to attend any meeting of the Executive Directors and any other director affiliated with Executive Holdco for all reasonable out-of-pocket costs and expenses (including travel expenses) incurred in connection with such director’s attendance and participation at meetings of the Board, if then-different from the Board, the Governing Bodywhen a request made by, or any committee or subcommittee of either of the foregoinga matter particularly affecting, that member is under consideration. (i) Notwithstanding anything herein The Executive Directors may appoint such committees as they deem advisable. Membership of such committees need not be limited to the contrary, in the event there exists any vacancy on the Board (and/or Governing Body, as applicable), and Executive Holdco is entitled to designate a replacement for nomination to fill such vacancy pursuant to the terms hereof, if either Key Executive remains as an Executive Director, such Key Executive shall be entitled to exercise such designation right in lieu of Executive Holdco, and all references to “Executive Holdco” herein with respect to such designation shall be deemed to be a reference to such Key Executivegovernors or directors or their alternates.

Executive Directors. (a) The parties hereby agree that Executive Holdco Directors shall have be responsible for the right, (i) to designate two (2) individuals initiallyconduct of the general operations of the Bank, and for this purpose, shall exercise all the powers delegated to designate up to two (2) additional individuals in accordance with Section 2.1(g) and Section 2.2(d) (each, an “Executive Director”), for nomination to the Board, so long as either Key Executive is employed as Chief Executive Officer or Executive Chairman of the Company (the “Continued Employment Condition”) and (ii) to the extent the Continued Employment Condition is no longer satisfied, to designate one (1) individual as an Executive Director for nomination to the Board, so long as the Aggregate Executive Ownership is equal to or exceeds the Executive Ownership Minimum or a Triggering Event described in clause (ii) of the definition thereof has not otherwise occurred (this clause (ii), the “Executive Holdco Step-Down”), in each case, subject to the proper exercise of the fiduciary duties of them by the Board or if then-different from the Board, the Governing Body (or the appropriate committee or subcommittee of either of the foregoing) with respect to director nominationsGovernors. (b) There shall be twelve Executive Directors, who need not be governors, and of whom: (i) five shall be appointed, one by each of the five members having the largest number of shares; (ii) seven shall be elected according to Schedule B by all the Governors other than those appointed by the five members referred to in (i) above. For so long as the Company Charter shall provide for purpose of this paragraph, "members" means governments of countries whose names are set forth in Schedule A, whether they are original members or become members in accordance with Article II, Section 1 (b). When governments of other countries become members, the division Board of Governors may, by a four fifths majority of the total voting power, increase the total number of directors into three classes, one by increasing the number of directors to be elected. Executive Director directors shall be designated as a Class II director and, so long as Executive Holdco has the right to designate a second Executive Director, the other Executive Director shall be designated as a Class III director. The initial Executive Directors shall be the Key Executives (with ▇▇▇▇▇ ▇▇▇▇▇▇▇ being designated as the initial Class III director and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ being the initial Class II director)appointed or elected every two years. (c) In connection with the election of Class II and Class III directors, as applicable, the Board or, if then-different from the Board, the Governing Body, shall nominate the applicable Executive Director for election as a director as part of the slate that is included in the proxy statement (or consent solicitation or similar document) of the Company relating to the election of directors, shall recommend the election of such nominee, and shall provide as high a level of support to cause the election of such nominee as it provides to any other individual standing for election as a director of the Company as part of the Company’s applicable slate of directors. In the event the Company Charter does not provide for the division of directors into three classes, the Board or, if then-different from the Board, the Governing Body, shall nominate each Executive Director for election as a director as part of the slate that is included in the proxy statement (or consent solicitation or similar document) of the Company relating to the election of directors, shall recommend the election of such nominee, and shall provide as high a level of support to cause the election of such nominee as it provides to any other individual standing for election as a director of the Company as part of the Company’s slate of directors. If the Governing Body is then-different from the Board, upon any such nominee’s election as a director, such Each executive director shall be appointed appoint an alternate with full power to act for him when he is not present. When the Executive Committee. In additionexecutive directors appointing them are present, so long as Executive Holdco has the right to designate one (1) individual for nomination to the Board hereunder, and any such individual is then-serving on the Board, unless Executive Holdco otherwise agrees, at least one (1) such director alternates may participate in meetings but shall be appointed to each committee of the Board and sub-committee of the Executive Committee, except as otherwise required by applicable law or Stock Exchange Rules (as defined in the Company Charter) and except for the Company’s Audit Committee, 16b-3 Committee and any other committee or sub-committee evaluating a related party transaction with Executive Holdco or any of its Affiliatesnot vote. (d) With respect to any Executive Director to be designated by Executive Holdco other than the initial Executive Directors identified shall continue in Section 2.2(b), including any Executive Directors designated in accordance with this Section 2.2(d) office until their successors are appointed or in accordance with Section 2.1(g) above, Executive Holdco shall designate such Executive Director for nomination by delivering to the Company a written statement at least ninety (90) days prior to the one-year anniversary of the preceding annual meeting nominating directors, or such shorter period as is agreed in writing by the Company, and setting forth such individual’s business address, telephone number, facsimile number and e-mail address; provided, that if Executive Holdco shall fail to deliver such written notice, Executive Holdco shall be deemed to have designated the Executive Director(s) previously designated (or designated pursuant to this Section 2.2(d)) by Executive Holdco who are currently serving on the Board; provided, further, that in the event that an Executive Director becomes permanently disabled or dies or otherwise resigns within ninety (90) days prior to the one-year anniversary of the preceding annual meeting, Executive Holdco shall be permitted to designate a replacement Executive Director and the Company shall use its reasonable best efforts to comply with its obligations herein, including filing and disseminating an amendment to the proxy statement (or consent solicitation or similar document) of the Company relating to the election of directors to cause the election of such replacement Executive Directorelected. If the Governing Body is then-different from office of an elected director becomes vacant more than ninety days before the Boardend of his term, upon any such nominee’s election as a director, such another director shall be appointed to elected for the Executive Committeeremainder of the term by the governors who elected the former director. A majority of the votes cast shall be required for election. While the office remains vacant, the alternate of the former director shall exercise his powers, except that of appointing an alternate. (e) The Executive Holdco Directors shall have the right to request the removal an Executive Director from the Board, subject to the rights of holders of Company Securities (other than the other Stockholder parties hereto) under applicable law. The SL Parties agree with the Executive Parties and the Company, and the other Stockholders party hereto hereby agree with the Company, function in each case that they will not take any action to remove (and will oppose any action to remove) an Executive Director from the Board (and, if then-different from the Board, the Governing Body) unless (i) the removal is a removal “for cause” as defined for purposes of Delaware law and as determined by final non-appealable judgment of a court of competent jurisdiction in the state of Delaware, (ii) the removal is continuous session at the request of Executive Holdco in accordance with this Section 2.2(e) or (iii) the Governing Body (excluding the Executive Directors) has requested Executive Holdco to cause all Executive Directors to resign from the Board (and, if then-different from the Board, the Governing Body) pursuant to Section 2.2(f). In addition, the SL Parties agree with the Executive Parties and the Company, and the other Stockholders party hereto agree with the Company, in each case that they shall take all Necessary Action reasonably available within their power to cause the removal of any Executive Director at the request of Executive Holdco. Except to the extent Executive Holdco loses its designation rights as described in Section 2.2(f) below, Executive Holdco shall have the right to designate for appointment to the Board a director to fill any vacancy created by reason principal office of the permanent disability, death, removal or resignation of an Executive Director, Bank and shall meet as often as the SL Parties agree with the Executive Parties and the Company, and the other Stockholder parties hereto agree with the Company that, in each case they shall take all Necessary Action reasonably available within their power to cause any such vacancy to be filled by such designee as promptly as practicable (and if the Governing Body is then-different from the Board, upon any such designee’s appointment to such vacancy, such designee shall be appointed to the Executive Committee). In addition, with respect to any Executive Director to be designated by Executive Holdco other than the Key Executives or any senior executive business of the Company or any of its Affiliates, Executive Holdco shall select such Executive Director in consultation with the nominating committee of the Board, if such committee is in existence (and if no such committee is in existence, then in consultation with the Governing Body). Executive Holdco shall use reasonable best efforts to cause each Executive Director (other than with respect to any Executive Director that is a Key Executive or employee of the Company or any of its Affiliates) at all times to comply with the Company’s corporate policies, including, its code of ethics, and Executive Holdco shall promptly request the removal of any Executive Director who fails to comply with such corporate policies after reasonable notice from the Company is provided to Executive Holdco and such Executive Director and such Executive Director is given a reasonable opportunity to comply with such corporate policies; provided, that (A) the Company has provided such Executive Director a written copy of such corporate policies reasonably in advance of the date on which such Executive Director is obligated to comply therewith, (B) such corporate policies apply to all members of the Board in an equal manner and do not apply differently or disproportionately to the Executive Directors as compared to other members of the Board and (C) such corporate policies are enforced by the Company and its Subsidiaries against all members of the Board equally and to the same extent; provided, further, that such corporate policies shall not conflict with or otherwise be inconsistent with any agreement entered into by any Executive Party (x) with the Company, Endeavor Operating Company or any of their respective Subsidiaries in connection with the IPO, including this Agreement, or (y) with the underwriters to the IPO in connection with the IPO or otherwise create any liability or obligation of the Executive Director that is not reasonable or customary for public companies whose boards of directors include professionals from private equity firms or financial sponsorsBank may require. (f) If at A quorum for any time meeting of the Continued Employment Condition is Executive Directors shall be a majority of the Directors, exercising not satisfied, Executive Holdco shall, unless otherwise requested by the Company in writing, cause one (1) Executive Director to immediately resign from the Board and, if then-different from the Board, the Governing Body, and Executive Holdco shall no longer have the right to designate two (2) directors for nomination to the Board pursuant to Section 2.2(a) (but, subject to the immediately subsequent sentence, shall have the right to designate one (1) director for nomination to the Board pursuant to Section 2.2(a)). If at any time the Continued Employment Condition is no longer satisfied, the Aggregate Executive Ownership is less than the Executive Ownership Minimum and a Triggering Event described in clause (ii) one half of the definition thereof has occurred, Executive Holdco shall, if requested by the Governing Body (excluding the Executive Directors) in writing, cause all Executive Directors to promptly resign from the Board and, if then-different from the Board, the Governing Bodytotal voting power. (g) For Each appointed director shall be entitled to cast the avoidance number of doubt, any votes allotted under Section 3 of this Article to the member appointing him. Each elected director shall be entitled to cast the number of votes which counted toward his election. All the Board and, if then-different from the Board, the Governing Body, other than the SL Directors and the Executive Directors may votes which a director is entitled to cast shall be removed from the Board (or Governing Body, cast as applicable) in accordance with the provisions of the Company Charter and the Company By-lawsa unit. (h) The Company Board of Governors shall reimburse adopt regulations under which a member not entitled to appoint a director under (b) above may send a representative to attend any meeting of the Executive Directors and any other director affiliated with Executive Holdco for all reasonable out-of-pocket costs and expenses (including travel expenses) incurred in connection with such director’s attendance and participation at meetings of the Board, if then-different from the Board, the Governing Bodywhen a request made by, or any committee or subcommittee of either of the foregoinga matter particularly affecting, that member is under consideration. (i) Notwithstanding anything herein The Executive Directors may appoint such committees as they deem advisable. Membership of such committees need not be limited to the contrary, in the event there exists any vacancy on the Board (and/or Governing Body, as applicable), and Executive Holdco is entitled to designate a replacement for nomination to fill such vacancy pursuant to the terms hereof, if either Key Executive remains as an Executive Director, such Key Executive shall be entitled to exercise such designation right in lieu of Executive Holdco, and all references to “Executive Holdco” herein with respect to such designation shall be deemed to be a reference to such Key Executivegovernors or directors or their alternates.

Executive Directors. (a) The parties hereby agree that Executive Holdco Directors shall have be responsible for the right, (i) to designate two (2) individuals initiallyconduct of the general operations of the Bank, and for this purpose, shall exercise all the powers delegated to designate up to two (2) additional individuals in accordance with Section 2.1(g) and Section 2.2(d) (each, an “Executive Director”), for nomination to the Board, so long as either Key Executive is employed as Chief Executive Officer or Executive Chairman of the Company (the “Continued Employment Condition”) and (ii) to the extent the Continued Employment Condition is no longer satisfied, to designate one (1) individual as an Executive Director for nomination to the Board, so long as the Aggregate Executive Ownership is equal to or exceeds the Executive Ownership Minimum or a Triggering Event described in clause (ii) of the definition thereof has not otherwise occurred (this clause (ii), the “Executive Holdco Step-Down”), in each case, subject to the proper exercise of the fiduciary duties of them by the Board or if then-different from the Board, the Governing Body (or the appropriate committee or subcommittee of either of the foregoing) with respect to director nominationsGovernors. (b) There shall be twelve Executive Directors, who need not be governors, and of whom: (i) five shall be appointed, one by each of the five members having the largest number of shares; (ii) seven shall be elected according to Schedule B by all the Governors other than those appointed by the five members referred to in (i) above. For so long as the Company Charter shall provide for purpose of this paragraph, "members" means governments of countries whose names are set forth in Schedule A, whether they are original members or become members in accordance with Article II, Section 1 (b). When governments of other countries become members, the division Board of Governors may, by a four-fifths majority of the total voting power, increase the total number of directors into three classes, one by increasing the number of directors to be elected. Executive Director directors shall be designated as a Class II director and, so long as Executive Holdco has the right to designate a second Executive Director, the other Executive Director shall be designated as a Class III director. The initial Executive Directors shall be the Key Executives (with ▇▇▇▇▇ ▇▇▇▇▇▇▇ being designated as the initial Class III director and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ being the initial Class II director)appointed or elected every two years. (c) In connection with the election of Class II and Class III directors, as applicable, the Board or, if then-different from the Board, the Governing Body, shall nominate the applicable Executive Director for election as a director as part of the slate that is included in the proxy statement (or consent solicitation or similar document) of the Company relating to the election of directors, shall recommend the election of such nominee, and shall provide as high a level of support to cause the election of such nominee as it provides to any other individual standing for election as a director of the Company as part of the Company’s applicable slate of directors. In the event the Company Charter does not provide for the division of directors into three classes, the Board or, if then-different from the Board, the Governing Body, shall nominate each Executive Director for election as a director as part of the slate that is included in the proxy statement (or consent solicitation or similar document) of the Company relating to the election of directors, shall recommend the election of such nominee, and shall provide as high a level of support to cause the election of such nominee as it provides to any other individual standing for election as a director of the Company as part of the Company’s slate of directors. If the Governing Body is then-different from the Board, upon any such nominee’s election as a director, such Each executive director shall be appointed appoint an alternate with full power to act for him when he is not present. When the Executive Committee. In additionexecutive directors appointing them are present, so long as Executive Holdco has the right to designate one (1) individual for nomination to the Board hereunder, and any such individual is then-serving on the Board, unless Executive Holdco otherwise agrees, at least one (1) such director alternates may participate in meetings but shall be appointed to each committee of the Board and sub-committee of the Executive Committee, except as otherwise required by applicable law or Stock Exchange Rules (as defined in the Company Charter) and except for the Company’s Audit Committee, 16b-3 Committee and any other committee or sub-committee evaluating a related party transaction with Executive Holdco or any of its Affiliatesnot vote. (d) With respect to any Executive Director to be designated by Executive Holdco other than the initial Executive Directors identified shall continue in Section 2.2(b), including any Executive Directors designated in accordance with this Section 2.2(d) office until their successors are appointed or in accordance with Section 2.1(g) above, Executive Holdco shall designate such Executive Director for nomination by delivering to the Company a written statement at least ninety (90) days prior to the one-year anniversary of the preceding annual meeting nominating directors, or such shorter period as is agreed in writing by the Company, and setting forth such individual’s business address, telephone number, facsimile number and e-mail address; provided, that if Executive Holdco shall fail to deliver such written notice, Executive Holdco shall be deemed to have designated the Executive Director(s) previously designated (or designated pursuant to this Section 2.2(d)) by Executive Holdco who are currently serving on the Board; provided, further, that in the event that an Executive Director becomes permanently disabled or dies or otherwise resigns within ninety (90) days prior to the one-year anniversary of the preceding annual meeting, Executive Holdco shall be permitted to designate a replacement Executive Director and the Company shall use its reasonable best efforts to comply with its obligations herein, including filing and disseminating an amendment to the proxy statement (or consent solicitation or similar document) of the Company relating to the election of directors to cause the election of such replacement Executive Directorelected. If the Governing Body is then-different from office of an elected director becomes vacant more than ninety days before the Boardend of his term, upon any such nominee’s election as a director, such another director shall be appointed to elected for the Executive Committeeremainder of the term by the governors who elected the former director. A majority of the votes cast shall be required for election. While the office remains vacant, the alternate of the former director shall exercise his powers, except that of appointing an alternate. (e) The Executive Holdco Directors shall have the right to request the removal an Executive Director from the Board, subject to the rights of holders of Company Securities (other than the other Stockholder parties hereto) under applicable law. The SL Parties agree with the Executive Parties and the Company, and the other Stockholders party hereto hereby agree with the Company, function in each case that they will not take any action to remove (and will oppose any action to remove) an Executive Director from the Board (and, if then-different from the Board, the Governing Body) unless (i) the removal is a removal “for cause” as defined for purposes of Delaware law and as determined by final non-appealable judgment of a court of competent jurisdiction in the state of Delaware, (ii) the removal is continuos session at the request of Executive Holdco in accordance with this Section 2.2(e) or (iii) the Governing Body (excluding the Executive Directors) has requested Executive Holdco to cause all Executive Directors to resign from the Board (and, if then-different from the Board, the Governing Body) pursuant to Section 2.2(f). In addition, the SL Parties agree with the Executive Parties and the Company, and the other Stockholders party hereto agree with the Company, in each case that they shall take all Necessary Action reasonably available within their power to cause the removal of any Executive Director at the request of Executive Holdco. Except to the extent Executive Holdco loses its designation rights as described in Section 2.2(f) below, Executive Holdco shall have the right to designate for appointment to the Board a director to fill any vacancy created by reason principal office of the permanent disability, death, removal or resignation of an Executive Director, Bank and shall meet as often as the SL Parties agree with the Executive Parties and the Company, and the other Stockholder parties hereto agree with the Company that, in each case they shall take all Necessary Action reasonably available within their power to cause any such vacancy to be filled by such designee as promptly as practicable (and if the Governing Body is then-different from the Board, upon any such designee’s appointment to such vacancy, such designee shall be appointed to the Executive Committee). In addition, with respect to any Executive Director to be designated by Executive Holdco other than the Key Executives or any senior executive business of the Company or any of its Affiliates, Executive Holdco shall select such Executive Director in consultation with the nominating committee of the Board, if such committee is in existence (and if no such committee is in existence, then in consultation with the Governing Body). Executive Holdco shall use reasonable best efforts to cause each Executive Director (other than with respect to any Executive Director that is a Key Executive or employee of the Company or any of its Affiliates) at all times to comply with the Company’s corporate policies, including, its code of ethics, and Executive Holdco shall promptly request the removal of any Executive Director who fails to comply with such corporate policies after reasonable notice from the Company is provided to Executive Holdco and such Executive Director and such Executive Director is given a reasonable opportunity to comply with such corporate policies; provided, that (A) the Company has provided such Executive Director a written copy of such corporate policies reasonably in advance of the date on which such Executive Director is obligated to comply therewith, (B) such corporate policies apply to all members of the Board in an equal manner and do not apply differently or disproportionately to the Executive Directors as compared to other members of the Board and (C) such corporate policies are enforced by the Company and its Subsidiaries against all members of the Board equally and to the same extent; provided, further, that such corporate policies shall not conflict with or otherwise be inconsistent with any agreement entered into by any Executive Party (x) with the Company, Endeavor Operating Company or any of their respective Subsidiaries in connection with the IPO, including this Agreement, or (y) with the underwriters to the IPO in connection with the IPO or otherwise create any liability or obligation of the Executive Director that is not reasonable or customary for public companies whose boards of directors include professionals from private equity firms or financial sponsorsBank may require. (f) If at A quorum for any time meeting of the Continued Employment Condition is Executive Directors shall be a majority of the Directors, exercising not satisfied, Executive Holdco shall, unless otherwise requested by the Company in writing, cause one (1) Executive Director to immediately resign from the Board and, if then-different from the Board, the Governing Body, and Executive Holdco shall no longer have the right to designate two (2) directors for nomination to the Board pursuant to Section 2.2(a) (but, subject to the immediately subsequent sentence, shall have the right to designate one (1) director for nomination to the Board pursuant to Section 2.2(a)). If at any time the Continued Employment Condition is no longer satisfied, the Aggregate Executive Ownership is less than the Executive Ownership Minimum and a Triggering Event described in clause (ii) one-half of the definition thereof has occurred, Executive Holdco shall, if requested by the Governing Body (excluding the Executive Directors) in writing, cause all Executive Directors to promptly resign from the Board and, if then-different from the Board, the Governing Bodytotal voting payer. (g) For Each appointed director shall be entitled to cast the avoidance number of doubt, any votes allotted under Section 3 of this Article to the member appointing him. Each elected director shall be entitled to cast the number of votes which counted toward his election. All the Board and, if then-different from the Board, the Governing Body, other than the SL Directors and the Executive Directors may votes which a director is entitled to cast shall be removed from the Board (or Governing Body, cast as applicable) in accordance with the provisions of the Company Charter and the Company By-lawsa unit. (h) The Company Board of Governors shall reimburse adopt regulations under which a member not entitled to appoint a director under (b) above may send a representative to attend any meeting of the Executive Directors and any other director affiliated with Executive Holdco for all reasonable out-of-pocket costs and expenses (including travel expenses) incurred in connection with such director’s attendance and participation at meetings of the Board, if then-different from the Board, the Governing Bodywhen a request made by, or any committee or subcommittee of either of the foregoinga matter particularly affecting, that member is under consideration. (i) Notwithstanding anything herein The Executive Director may appoint such committees as they deem advisable. Membership of such committees need not be limited to the contrary, in the event there exists any vacancy on the Board (and/or Governing Body, as applicable), and Executive Holdco is entitled to designate a replacement for nomination to fill such vacancy pursuant to the terms hereof, if either Key Executive remains as an Executive Director, such Key Executive shall be entitled to exercise such designation right in lieu of Executive Holdco, and all references to “Executive Holdco” herein with respect to such designation shall be deemed to be a reference to such Key Executivegovernors or directors or their alternates.

Executive Directors. The Articles provide that the Directors may elect a Chair of the Board to preside at all meetings of the Board at which he or she is present and that, if the Board has appointed a Director to the office of executive chair (a) The parties hereby agree that Executive Holdco shall have the right, (i) to designate two (2) individuals initially, and to designate up to two (2) additional individuals in accordance with Section 2.1(g) and Section 2.2(d) (each, an “Executive DirectorChair”), the Executive Chair shall serve as the Chair of the Board for nomination all purposes under the Articles and the Guidelines. The Articles additionally provide that the Directors may appoint a Director to the Board, so long as either Key office of chief executive officer (the “Chief Executive is employed as Officer”). The initial Executive Chair has been designated by Lead and the initial Chief Executive Officer or has been designated by Cobalt. The Chief Executive Chairman Officer shall report to the full Board. The roles and responsibilities of the Executive Chair and the Chief Executive Officer (as well as the roles and responsibilities of the Chief Operating Officer) are set forth in Exhibit A to these Guidelines. Each of the Executive Chair and Chief Executive Officer may be removed from such office during the Initial Board Transition Period only by two-thirds resolution of the entire Board, provided that the Executive Chair and the Chief Executive Officer shall both abstain from any such vote. The function and utility of the Executive Chair position as separate from the Chief Executive Officer position as provided in these Guidelines depends upon the experience and business relationships of the initial Executive Chair designated by Lead. In the event that the initial Executive Chair ceases to be an executive officer of the Company (the date of such event, the “Continued Employment ConditionEC End Date”), the Board shall resolve promptly that he should cease to be a Director (if he has not already ceased to be a Director) effective as of the EC End Date. If the EC End Date occurs at any time before the 2021 AGM: (1) the Board shall first consider whether to combine the role of Chair and Chief Executive Officer (the “Combination Resolution”); and (2) in the event that the Combination Resolution is not passed by the requisite majority, the Board shall consider whether to appoint a new Chair, who shall not be an executive officer or an employee of the Company and who shall qualify as “Independent” under the corporate governance rules of the NYSE and the UK Corporate Governance Code (the “Non-Executive Chair Resolution” and such Chair, the “Non-Executive Chair”). To be the effective action of the Board, the Combination Resolution shall be adopted by (i) prior to the 2019 AGM, Special Board Approval, and (ii) from and after the 2019 AGM until the 2021 AGM, the affirmative vote of at least two-thirds of the directors present and voting (e.g., if there are twelve (12) Directors voting, the votes of at least eight (8) Directors shall be required). Neither the Executive Chair nor the Chief Executive Officer shall be entitled to vote on the Combination Resolution. Prior to the 2019 AGM, the failure to adopt the Combination Resolution shall be deemed to be an adoption of the Non-Executive Chair Resolution. From and after the 2019 AGM until the 2021 AGM, to be the effective action of the Board, the Non-Executive Chair Resolution shall be adopted by the affirmative vote of at least two-thirds of the directors present and voting (e.g., if there are thirteen (13) Directors voting, the votes of at least nine (9) Directors shall be required). From and after the 2019 AGM until the 2021 AGM, the Chief Executive Officer shall be entitled to vote on the Non-Executive Chair Resolution and the Executive Chair shall not be entitled to vote on the Non-Executive Chair Resolution. Unless and until the Combination Resolution or the Non-Executive Chair Resolution is adopted by the requisite majority (or, during the Initial Board Transition Period, the Non-Executive Chair Resolution is deemed adopted and the Non-Executive Chair has yet to be appointed), until the 2021 AGM, the Independent Lead Director (as defined in Article 1.F) shall serve as the interim Non-Executive Chair. In the event that the Board has validly adopted the Combination Resolution, the resulting vacancy on the Board shall be filled as follows (except if, solely from and after the 2019 AGM until the 2021 AGM, at least two-thirds of the directors present and voting (e.g., if there are thirteen (13) Directors voting, the votes of at least nine (9) Directors shall be required) vote to reduce the size of the Board to thirteen (13) Directors (provided that the Chief Executive Officer shall be entitled to vote on such resolution and the Executive Chair shall not be entitled to vote on such resolution)): • Prior to the 2019 AGM, by the L Subcommittee by the vote of a majority of the members of the L Subcommittee. • From the 2019 AGM until the 2021 AGM, by a nominee who is (i) nominated by the vote of a majority of the Directors who were L Directors at the end of the Initial Board Transition Period and remain as Independent Directors, (ii) “Independent” under the corporate governance rules of the NYSE and the UK Corporate Governance Code and (iii) approved by the Board acting by simple majority (provided that the Chief Executive Officer shall be entitled to vote on such appointment and the Executive Chair shall not be entitled to vote on such appointment); provided that if any such nominee is not approved by the Board, the foregoing nomination process shall be repeated until a nominee is proposed that is approved by the Board. In the event that the Board has validly adopted the Non-Executive Chair Resolution, the position of Non-Executive Chair shall be filled as follows: • Prior to the 2019 AGM, by a nominee from amongst the then-serving Directors who is (i) proposed by an ad-hoc nominating committee comprised of (A) the L Directors, excluding the Executive Chair (if he has not already ceased to be a Director), and (B) the Chief Executive Officer, (ii) “Independent” under the corporate governance rules of the NYSE and the UK Corporate Governance Code and (iii) approved by the Board acting by simple majority (provided that neither the Executive Chair nor the Chief Executive Officer shall be entitled to vote on such resolution); provided that if any such nominee is not approved by the Board, the foregoing nomination process shall be repeated until a nominee is proposed that is approved by the Board. • From the 2019 AGM until the 2021 AGM, by a nominee from amongst the then-serving Directors who is (i) proposed by the Nominating and Corporate Governance Committee, (ii) “Independent” under the corporate governance rules of the NYSE and the UK Corporate Governance Code and (iii) approved by the Board acting by simple majority (provided that the Chief Executive Officer shall be entitled to vote on such appointment and the Executive Chair shall not be entitled to vote on such appointment); provided that if any such nominee is not approved by the Board, the foregoing nomination process shall be repeated until a nominee is proposed that is approved by the Board. The Non-Executive Chair shall be appointed from among the already serving Directors, and the resulting vacancy on the Board shall be filled as follows (except if, solely from and after the 2019 AGM until the 2021 AGM, at least two-thirds of the directors present and voting (e.g., if there are thirteen (13) Directors voting, the votes of at least nine (9) Directors shall be required) vote to reduce the size of the Board to thirteen (13) Directors (provided that the Chief Executive Officer shall be entitled to vote on such resolution and the Executive Chair shall not be entitled to vote on such resolution)): • Prior to the 2019 AGM, by the L Subcommittee by the vote of a majority of the members of the L Subcommittee. • From the 2019 AGM until the 2021 AGM, by a nominee who is (i) nominated by the vote of a majority of the Directors who were L Directors at the end of the Initial Board Transition Period and remain as Independent Directors, (ii) “Independent” under the corporate governance rules of the NYSE and the UK Corporate Governance Code and (iii) approved by the Board acting by simple majority (provided that the Chief Executive Officer shall be entitled to vote on such appointment and the Executive Chair shall not be entitled to vote on such appointment); provided that if any such nominee is not approved by the Board, the foregoing nomination process shall be repeated until a nominee is proposed that is approved by the Board. At the EC End Date, all of the executive duties and authority of the Executive Chair in his capacity as an executive officer of the Company set forth in Exhibit A to these Guidelines shall be assumed by the Chief Executive Officer and the position of Executive Chair shall cease to exist. In any event, except as provided herein, the position of Executive Chair shall terminate immediately prior to the 2021 AGM. If the Board appoints a Non-Executive Chair or if the Independent Lead Director is serving as interim Non-Executive Chair, the Non-Executive Chair’s responsibilities shall be as is customary and shall include presiding over all meetings of the Board, including any executive sessions of the Independent Directors; approving Board meeting schedules and agendas; and acting as the liaison between the Independent Directors and the Chief Executive Officer. During the Initial Board Transition Period, in the event the person then serving as Chief Executive Officer ceases to serve as the Company’s chief executive officer, the Board shall resolve promptly that he should cease to be a Director (if he has not already ceased to be a Director), effective as of the date he ceased to serve as the Company’s chief executive officer, and an ad-hoc nominating committee shall be created to nominate by majority vote a candidate for Chief Executive Officer (such nominee, the “Chief Executive Officer Nominee”). The ad-hoc committee in this case shall be comprised of (i) the C Directors, excluding the Chief Executive Officer (if he has not already ceased to be a Director) and (ii) to the extent the Continued Employment Condition is no longer satisfied, to designate one (1) individual as an Executive Director for nomination to the Board, so long as the Aggregate Executive Ownership is equal to or exceeds the Executive Ownership Minimum Chair or a Triggering Event described in clause Non-Executive Chair. The Board (iiduring the Initial Board Transition Period, by Special Board Approval) of shall then resolve to appoint or reject the definition thereof has not otherwise occurred Chief Executive Officer Nominee as Chief Executive Officer (this clause (ii), the “Executive Holdco Step-DownCEO Vote”), in each casebut the Chief Executive Officer, subject if he has not already ceased to the proper exercise of the fiduciary duties of the Board or if then-different from the Board, the Governing Body (or the appropriate committee or subcommittee of either of the foregoing) with respect to director nominations. (b) For so long as the Company Charter shall provide for the division of directors into three classes, one Executive Director shall be designated as a Class II director and, so long as Executive Holdco has the right to designate a second Executive Director, and the other Executive Director shall be designated as a Class III director. The initial Chair or Non-Executive Directors shall be the Key Executives (with ▇▇▇▇▇ ▇▇▇▇▇▇▇ being designated as the initial Class III director and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ being the initial Class II director). (c) In connection with the election of Class II and Class III directorsChair, as applicable, shall both abstain from voting on any such resolution. If the Board or, if then-different from does not resolve to appoint the BoardChief Executive Officer Nominee as Chief Executive Officer, the Governing Bodyprocess of appointing the Chief Executive Officer shall be again undertaken as set forth in this Article I.E until such time as the Board appoints the Chief Executive Officer. Following the Initial Board Transition Period, the Chief Executive Officer shall nominate be chosen by the applicable Executive Director for election Board as a director as part whole upon the recommendation of the slate that is included in the proxy statement (or consent solicitation or similar document) of the Company relating to the election of directors, shall recommend the election of such nominee, Nominating and shall provide as high a level of support to cause the election of such nominee as it provides to any other individual standing for election as a director of the Company as part of the Company’s applicable slate of directorsCorporate Governance Committee. In the event the Company Charter does not provide for the division of directors into three classes, the Board or, if then-different from the Board, the Governing Body, shall nominate each person then serving as Chief Executive Director for election Officer ceases to serve as a director as part of the slate that is included in the proxy statement (or consent solicitation or similar document) of the Company relating to the election of directors, shall recommend the election of such nominee, and shall provide as high a level of support to cause the election of such nominee as it provides to any other individual standing for election as a director of the Company as part of the Company’s slate of directors. If chief executive officer, the Governing Body is then-different from the Board, upon any such nominee’s election as a director, such director shall be person appointed to the Executive Committee. In addition, so long as Executive Holdco has the right to designate one (1) individual for nomination to by the Board hereunder, and any such individual is then-serving on the Board, unless Executive Holdco otherwise agrees, at least one (1) such director shall to be appointed to each committee of the Board and sub-committee of the Executive Committee, except as otherwise required by applicable law or Stock Exchange Rules (as defined in the Company Charter) and except for the Company’s Audit Committeenew Chief Executive Officer shall fill the vacancy caused by the previously serving Chief Executive Officer, 16b-3 Committee and any other committee or sub-committee evaluating a related party transaction with Executive Holdco or any of its Affiliates. (d) With respect to any Executive Director to be designated by Executive Holdco other than the initial Executive Directors identified in Section 2.2(b), including any Executive Directors designated in accordance with this Section 2.2(d) or in accordance with Section 2.1(g) above, Executive Holdco shall designate such Executive Director for nomination by delivering notwithstanding anything to the Company a written statement at least ninety (90) days prior to the one-year anniversary of the preceding annual meeting nominating directors, or such shorter period as is agreed contrary in writing by the Company, and setting forth such individual’s business address, telephone number, facsimile number and e-mail address; provided, that if Executive Holdco shall fail to deliver such written notice, Executive Holdco shall be deemed to have designated the Executive Director(s) previously designated (or designated pursuant to this Section 2.2(d)) by Executive Holdco who are currently serving on the Board; provided, further, that in the event that an Executive Director becomes permanently disabled or dies or otherwise resigns within ninety (90) days prior to the one-year anniversary of the preceding annual meeting, Executive Holdco shall be permitted to designate a replacement Executive Director and the Company shall use its reasonable best efforts to comply with its obligations herein, including filing and disseminating an amendment to the proxy statement (or consent solicitation or similar document) of the Company relating to the election of directors to cause the election of such replacement Executive Director. If the Governing Body is then-different from the Board, upon any such nominee’s election as a director, such director shall be appointed to the Executive Committee. (e) Executive Holdco shall have the right to request the removal an Executive Director from the Board, subject to the rights of holders of Company Securities (other than the other Stockholder parties hereto) under applicable law. The SL Parties agree with the Executive Parties and the Company, and the other Stockholders party hereto hereby agree with the Company, in each case that they will not take any action to remove (and will oppose any action to remove) an Executive Director from the Board (and, if then-different from the Board, the Governing Body) unless (i) the removal is a removal “for cause” as defined for purposes of Delaware law and as determined by final non-appealable judgment of a court of competent jurisdiction in the state of Delaware, (ii) the removal is at the request of Executive Holdco in accordance with this Section 2.2(e) or (iii) the Governing Body (excluding the Executive Directors) has requested Executive Holdco to cause all Executive Directors to resign from the Board (and, if then-different from the Board, the Governing Body) pursuant to Section 2.2(f). In addition, the SL Parties agree with the Executive Parties and the Company, and the other Stockholders party hereto agree with the Company, in each case that they shall take all Necessary Action reasonably available within their power to cause the removal of any Executive Director at the request of Executive Holdco. Except to the extent Executive Holdco loses its designation rights as described in Section 2.2(f) below, Executive Holdco shall have the right to designate for appointment to the Board a director to fill any vacancy created by reason of the permanent disability, death, removal or resignation of an Executive Director, and the SL Parties agree with the Executive Parties and the Company, and the other Stockholder parties hereto agree with the Company that, in each case they shall take all Necessary Action reasonably available within their power to cause any such vacancy to be filled by such designee as promptly as practicable (and if the Governing Body is then-different from the Board, upon any such designee’s appointment to such vacancy, such designee shall be appointed to the Executive Committee). In addition, with respect to any Executive Director to be designated by Executive Holdco other than the Key Executives or any senior executive of the Company or any of its Affiliates, Executive Holdco shall select such Executive Director in consultation with the nominating committee of the Board, if such committee is in existence (and if no such committee is in existence, then in consultation with the Governing Body). Executive Holdco shall use reasonable best efforts to cause each Executive Director (other than with respect to any Executive Director that is a Key Executive or employee of the Company or any of its Affiliates) at all times to comply with the Company’s corporate policies, including, its code of ethics, and Executive Holdco shall promptly request the removal of any Executive Director who fails to comply with such corporate policies after reasonable notice from the Company is provided to Executive Holdco and such Executive Director and such Executive Director is given a reasonable opportunity to comply with such corporate policies; provided, that (A) the Company has provided such Executive Director a written copy of such corporate policies reasonably in advance of the date on which such Executive Director is obligated to comply therewith, (B) such corporate policies apply to all members of the Board in an equal manner and do not apply differently or disproportionately to the Executive Directors as compared to other members of the Board and (C) such corporate policies are enforced by the Company and its Subsidiaries against all members of the Board equally and to the same extent; provided, further, that such corporate policies shall not conflict with or otherwise be inconsistent with any agreement entered into by any Executive Party (x) with the Company, Endeavor Operating Company or any of their respective Subsidiaries in connection with the IPO, including this Agreement, or (y) with the underwriters to the IPO in connection with the IPO or otherwise create any liability or obligation of the Executive Director that is not reasonable or customary for public companies whose boards of directors include professionals from private equity firms or financial sponsors. (f) If at any time the Continued Employment Condition is not satisfied, Executive Holdco shall, unless otherwise requested by the Company in writing, cause one (1) Executive Director to immediately resign from the Board and, if then-different from the Board, the Governing Body, and Executive Holdco shall no longer have the right to designate two (2) directors for nomination to the Board pursuant to Section 2.2(a) (but, subject to the immediately subsequent sentence, shall have the right to designate one (1) director for nomination to the Board pursuant to Section 2.2(a)). If at any time the Continued Employment Condition is no longer satisfied, the Aggregate Executive Ownership is less than the Executive Ownership Minimum and a Triggering Event described in clause (ii) of the definition thereof has occurred, Executive Holdco shall, if requested by the Governing Body (excluding the Executive Directors) in writing, cause all Executive Directors to promptly resign from the Board and, if then-different from the Board, the Governing Body. (g) For the avoidance of doubt, any member of the Board and, if then-different from the Board, the Governing Body, other than the SL Directors and the Executive Directors may be removed from the Board (or Governing Body, as applicable) in accordance with the provisions of the Company Charter and the Company By-laws. (h) The Company shall reimburse the Executive Directors and any other director affiliated with Executive Holdco for all reasonable out-of-pocket costs and expenses (including travel expenses) incurred in connection with such director’s attendance and participation at meetings of the Board, if then-different from the Board, the Governing Body, or any committee or subcommittee of either of the foregoing. (i) Notwithstanding anything herein to the contrary, in the event there exists any vacancy on the Board (and/or Governing Body, as applicable), and Executive Holdco is entitled to designate a replacement for nomination to fill such vacancy pursuant to the terms hereof, if either Key Executive remains as an Executive Director, such Key Executive shall be entitled to exercise such designation right in lieu of Executive Holdco, and all references to “Executive Holdco” herein with respect to such designation shall be deemed to be a reference to such Key Executive.Article I.A.

Executive Directors. (a) The parties hereby agree that Executive Holdco Directors shall have be responsible for the right, (i) to designate two (2) individuals initiallyconduct of the general operations of the Bank, and for this purpose, shall exercise all the powers delegated to designate up to two (2) additional individuals in accordance with Section 2.1(g) and Section 2.2(d) (each, an “Executive Director”), for nomination to the Board, so long as either Key Executive is employed as Chief Executive Officer or Executive Chairman of the Company (the “Continued Employment Condition”) and (ii) to the extent the Continued Employment Condition is no longer satisfied, to designate one (1) individual as an Executive Director for nomination to the Board, so long as the Aggregate Executive Ownership is equal to or exceeds the Executive Ownership Minimum or a Triggering Event described in clause (ii) of the definition thereof has not otherwise occurred (this clause (ii), the “Executive Holdco Step-Down”), in each case, subject to the proper exercise of the fiduciary duties of them by the Board or if then-different from the Board, the Governing Body (or the appropriate committee or subcommittee of either of the foregoing) with respect to director nominationsGovernors. (b) There shall be twelve Executive Directors, who need not be governors, and of whom: (i) five shall be appointed, one by each of the five members having the largest number of shares; (ii) seven shall be elected according to Schedule B by all the Governors other than those appointed by the five members referred to in (i) above. For so long as the Company Charter shall provide for purpose of this paragraph, "members" means governments of countries whose names are set forth in Schedule A, whether they are original members or become members in accordance with Article II, Section 1 (b). When governments of other countries become members, the division Board of Governors may, by a four-fifths majority of the total voting power, increase the total number of directors into three classes, one Executive Director shall by increasing the number of directors to be designated as a Class II director and, so long as Executive Holdco has the right to designate a second Executive Director, the other Executive Director shall be designated as a Class III directorelected. The initial Executive Directors shall be the Key Executives (with ▇▇▇▇▇ ▇▇▇▇▇▇▇ being designated as the initial Class III director and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ being the initial Class II director)appointed or elected every two years. (c) In connection with the election of Class II and Class III directors, as applicable, the Board or, if then-different from the Board, the Governing Body, shall nominate the applicable Executive Director for election as a director as part of the slate that is included in the proxy statement (or consent solicitation or similar document) of the Company relating to the election of directors, shall recommend the election of such nominee, and shall provide as high a level of support to cause the election of such nominee as it provides to any other individual standing for election as a director of the Company as part of the Company’s applicable slate of directors. In the event the Company Charter does not provide for the division of directors into three classes, the Board or, if then-different from the Board, the Governing Body, shall nominate each Executive Director for election as a director as part of the slate that is included in the proxy statement (or consent solicitation or similar document) of the Company relating to the election of directors, shall recommend the election of such nominee, and shall provide as high a level of support to cause the election of such nominee as it provides to any other individual standing for election as a director of the Company as part of the Company’s slate of directors. If the Governing Body is then-different from the Board, upon any such nominee’s election as a director, such Each executive director shall be appointed appoint an alternate with full power to act for him when he is not present. When the Executive Committee. In additionexecutive directors appointing them are present, so long as Executive Holdco has the right to designate one (1) individual for nomination to the Board hereunder, and any such individual is then-serving on the Board, unless Executive Holdco otherwise agrees, at least one (1) such director alternates may participate in meetings but shall be appointed to each committee of the Board and sub-committee of the Executive Committee, except as otherwise required by applicable law or Stock Exchange Rules (as defined in the Company Charter) and except for the Company’s Audit Committee, 16b-3 Committee and any other committee or sub-committee evaluating a related party transaction with Executive Holdco or any of its Affiliatesnot vote. (d) With respect to any Executive Director to be designated by Executive Holdco other than the initial Executive Directors identified shall continue in Section 2.2(b), including any Executive Directors designated in accordance with this Section 2.2(d) office until their successors are appointed or in accordance with Section 2.1(g) above, Executive Holdco shall designate such Executive Director for nomination by delivering to the Company a written statement at least ninety (90) days prior to the one-year anniversary of the preceding annual meeting nominating directors, or such shorter period as is agreed in writing by the Company, and setting forth such individual’s business address, telephone number, facsimile number and e-mail address; provided, that if Executive Holdco shall fail to deliver such written notice, Executive Holdco shall be deemed to have designated the Executive Director(s) previously designated (or designated pursuant to this Section 2.2(d)) by Executive Holdco who are currently serving on the Board; provided, further, that in the event that an Executive Director becomes permanently disabled or dies or otherwise resigns within ninety (90) days prior to the one-year anniversary of the preceding annual meeting, Executive Holdco shall be permitted to designate a replacement Executive Director and the Company shall use its reasonable best efforts to comply with its obligations herein, including filing and disseminating an amendment to the proxy statement (or consent solicitation or similar document) of the Company relating to the election of directors to cause the election of such replacement Executive Directorelected. If the Governing Body is then-different from office of an elected director becomes vacant more than ninety days before the Boardend of his term, upon any such nominee’s election as a director, such another director shall be appointed to elected for the Executive Committeeremainder of the term by the governors who elected the former director. A majority of the votes cast shall be required for election. While the office remains vacant, the alternate of the former director shall exercise his powers, except that of appointing an alternate. (e) The Executive Holdco Directors shall have the right to request the removal an Executive Director from the Board, subject to the rights of holders of Company Securities (other than the other Stockholder parties hereto) under applicable law. The SL Parties agree with the Executive Parties and the Company, and the other Stockholders party hereto hereby agree with the Company, function in each case that they will not take any action to remove (and will oppose any action to remove) an Executive Director from the Board (and, if then-different from the Board, the Governing Body) unless (i) the removal is a removal “for cause” as defined for purposes of Delaware law and as determined by final non-appealable judgment of a court of competent jurisdiction in the state of Delaware, (ii) the removal is continuous session at the request of Executive Holdco in accordance with this Section 2.2(e) or (iii) the Governing Body (excluding the Executive Directors) has requested Executive Holdco to cause all Executive Directors to resign from the Board (and, if then-different from the Board, the Governing Body) pursuant to Section 2.2(f). In addition, the SL Parties agree with the Executive Parties and the Company, and the other Stockholders party hereto agree with the Company, in each case that they shall take all Necessary Action reasonably available within their power to cause the removal of any Executive Director at the request of Executive Holdco. Except to the extent Executive Holdco loses its designation rights as described in Section 2.2(f) below, Executive Holdco shall have the right to designate for appointment to the Board a director to fill any vacancy created by reason principal office of the permanent disability, death, removal or resignation of an Executive Director, Bank and shall meet as often as the SL Parties agree with the Executive Parties and the Company, and the other Stockholder parties hereto agree with the Company that, in each case they shall take all Necessary Action reasonably available within their power to cause any such vacancy to be filled by such designee as promptly as practicable (and if the Governing Body is then-different from the Board, upon any such designee’s appointment to such vacancy, such designee shall be appointed to the Executive Committee). In addition, with respect to any Executive Director to be designated by Executive Holdco other than the Key Executives or any senior executive business of the Company or any of its Affiliates, Executive Holdco shall select such Executive Director in consultation with the nominating committee of the Board, if such committee is in existence (and if no such committee is in existence, then in consultation with the Governing Body). Executive Holdco shall use reasonable best efforts to cause each Executive Director (other than with respect to any Executive Director that is a Key Executive or employee of the Company or any of its Affiliates) at all times to comply with the Company’s corporate policies, including, its code of ethics, and Executive Holdco shall promptly request the removal of any Executive Director who fails to comply with such corporate policies after reasonable notice from the Company is provided to Executive Holdco and such Executive Director and such Executive Director is given a reasonable opportunity to comply with such corporate policies; provided, that (A) the Company has provided such Executive Director a written copy of such corporate policies reasonably in advance of the date on which such Executive Director is obligated to comply therewith, (B) such corporate policies apply to all members of the Board in an equal manner and do not apply differently or disproportionately to the Executive Directors as compared to other members of the Board and (C) such corporate policies are enforced by the Company and its Subsidiaries against all members of the Board equally and to the same extent; provided, further, that such corporate policies shall not conflict with or otherwise be inconsistent with any agreement entered into by any Executive Party (x) with the Company, Endeavor Operating Company or any of their respective Subsidiaries in connection with the IPO, including this Agreement, or (y) with the underwriters to the IPO in connection with the IPO or otherwise create any liability or obligation of the Executive Director that is not reasonable or customary for public companies whose boards of directors include professionals from private equity firms or financial sponsorsBank may require. (f) If at A quorum for any time meeting of the Continued Employment Condition is Executive Directors shall be a majority of the Directors, exercising not satisfied, Executive Holdco shall, unless otherwise requested by the Company in writing, cause one (1) Executive Director to immediately resign from the Board and, if then-different from the Board, the Governing Body, and Executive Holdco shall no longer have the right to designate two (2) directors for nomination to the Board pursuant to Section 2.2(a) (but, subject to the immediately subsequent sentence, shall have the right to designate one (1) director for nomination to the Board pursuant to Section 2.2(a)). If at any time the Continued Employment Condition is no longer satisfied, the Aggregate Executive Ownership is less than the Executive Ownership Minimum and a Triggering Event described in clause (ii) one-half of the definition thereof has occurred, Executive Holdco shall, if requested by the Governing Body (excluding the Executive Directors) in writing, cause all Executive Directors to promptly resign from the Board and, if then-different from the Board, the Governing Bodytotal voting power. (g) For Each appointed director shall be entitled to cast the avoidance number of doubt, any votes allotted under Section 3 of this Article to the member appointing him. Each elected director shall be entitled to cast the number of votes which counted toward his election. All the Board and, if then-different from the Board, the Governing Body, other than the SL Directors and the Executive Directors may votes which a director is entitled to cast shall be removed from the Board (or Governing Body, cast as applicable) in accordance with the provisions of the Company Charter and the Company By-lawsa unit. (h) The Company Board of Governors shall reimburse adopt regulations under which a member not entitled to appoint a director under (b) above may send a representative to attend any meeting of the Executive Directors and any other director affiliated with Executive Holdco for all reasonable out-of-pocket costs and expenses (including travel expenses) incurred in connection with such director’s attendance and participation at meetings of the Board, if then-different from the Board, the Governing Bodywhen a request made by, or any committee or subcommittee of either of the foregoinga matter particularly affecting, that member is under consideration. (i) Notwithstanding anything herein The Executive Directors may appoint such committees as they deem advisable. Membership of such committees need not be limited to the contrary, in the event there exists any vacancy on the Board (and/or Governing Body, as applicable), and Executive Holdco is entitled to designate a replacement for nomination to fill such vacancy pursuant to the terms hereof, if either Key Executive remains as an Executive Director, such Key Executive shall be entitled to exercise such designation right in lieu of Executive Holdco, and all references to “Executive Holdco” herein with respect to such designation shall be deemed to be a reference to such Key Executivegovernors or directors or their alternates.

Executive Directors. (a) The parties hereby agree that Executive Holdco Directors shall have be responsible for the right, (i) to designate two (2) individuals initiallyconduct of the general operations of the Bank, and for this purpose, shall exercise all the powers delegated to designate up to two (2) additional individuals in accordance with Section 2.1(g) and Section 2.2(d) (each, an “Executive Director”), for nomination to the Board, so long as either Key Executive is employed as Chief Executive Officer or Executive Chairman of the Company (the “Continued Employment Condition”) and (ii) to the extent the Continued Employment Condition is no longer satisfied, to designate one (1) individual as an Executive Director for nomination to the Board, so long as the Aggregate Executive Ownership is equal to or exceeds the Executive Ownership Minimum or a Triggering Event described in clause (ii) of the definition thereof has not otherwise occurred (this clause (ii), the “Executive Holdco Step-Down”), in each case, subject to the proper exercise of the fiduciary duties of them by the Board or if then-different from the Board, the Governing Body (or the appropriate committee or subcommittee of either of the foregoing) with respect to director nominationsGovernors. (b) There shall be twelve Executive Directors, who need not be governors, and of whom: (i) five shall be appointed, one by each of the five members having the largest number of shares; (ii) seven shall be elected according to Schedule B by all the Governors other than those appointed by the five members referred to in (i) above. For so long as the Company Charter shall provide for purpose of this paragraph, "members" means governments of countries whose names are set forth in Schedule A, whether they are original members or become members in accordance with Article 11, Section I (b). When governments of other countries become members, the division Board of Governors may, by a four-fifths majority of the total voting power, increase the total number of directors into three classes, one Executive Director shall by increasing the number of directors to be designated as a Class II director and, so long as Executive Holdco has the right to designate a second Executive Director, the other Executive Director shall be designated as a Class III directorelected. The initial Executive Directors shall be the Key Executives (with ▇▇▇▇▇ ▇▇▇▇▇▇▇ being designated as the initial Class III director and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ being the initial Class II director)appointed or elected every two years. (c) In connection with the election of Class II and Class III directors, as applicable, the Board or, if then-different from the Board, the Governing Body, shall nominate the applicable Executive Director for election as a director as part of the slate that is included in the proxy statement (or consent solicitation or similar document) of the Company relating to the election of directors, shall recommend the election of such nominee, and shall provide as high a level of support to cause the election of such nominee as it provides to any other individual standing for election as a director of the Company as part of the Company’s applicable slate of directors. In the event the Company Charter does not provide for the division of directors into three classes, the Board or, if then-different from the Board, the Governing Body, shall nominate each Executive Director for election as a director as part of the slate that is included in the proxy statement (or consent solicitation or similar document) of the Company relating to the election of directors, shall recommend the election of such nominee, and shall provide as high a level of support to cause the election of such nominee as it provides to any other individual standing for election as a director of the Company as part of the Company’s slate of directors. If the Governing Body is then-different from the Board, upon any such nominee’s election as a director, such Each executive director shall be appointed appoint an alternate with full power to act for him when he is not present. When the Executive Committee. In additionexecutive directors appointing them are present, so long as Executive Holdco has the right to designate one (1) individual for nomination to the Board hereunder, and any such individual is then-serving on the Board, unless Executive Holdco otherwise agrees, at least one (1) such director alternates may participate in meetings but shall be appointed to each committee of the Board and sub-committee of the Executive Committee, except as otherwise required by applicable law or Stock Exchange Rules (as defined in the Company Charter) and except for the Company’s Audit Committee, 16b-3 Committee and any other committee or sub-committee evaluating a related party transaction with Executive Holdco or any of its Affiliatesnot vote. (d) With respect to any Executive Director to be designated by Executive Holdco other than the initial Executive Directors identified shall continue in Section 2.2(b), including any Executive Directors designated in accordance with this Section 2.2(d) office until their successors are appointed or in accordance with Section 2.1(g) above, Executive Holdco shall designate such Executive Director for nomination by delivering to the Company a written statement at least ninety (90) days prior to the one-year anniversary of the preceding annual meeting nominating directors, or such shorter period as is agreed in writing by the Company, and setting forth such individual’s business address, telephone number, facsimile number and e-mail address; provided, that if Executive Holdco shall fail to deliver such written notice, Executive Holdco shall be deemed to have designated the Executive Director(s) previously designated (or designated pursuant to this Section 2.2(d)) by Executive Holdco who are currently serving on the Board; provided, further, that in the event that an Executive Director becomes permanently disabled or dies or otherwise resigns within ninety (90) days prior to the one-year anniversary of the preceding annual meeting, Executive Holdco shall be permitted to designate a replacement Executive Director and the Company shall use its reasonable best efforts to comply with its obligations herein, including filing and disseminating an amendment to the proxy statement (or consent solicitation or similar document) of the Company relating to the election of directors to cause the election of such replacement Executive Directorelected. If the Governing Body is then-different from office of an elected director becomes vacant more than ninety days before the Boardend of his term, upon any such nominee’s election as a director, such another director shall be appointed to elected for the Executive Committeeremainder of the term by the governors who elected the former director. A majority of the votes cast shall be required for election. While the office remains vacant, the alternate of the former director shall exercise his powers, except that of appointing an alternate. (e) The Executive Holdco Directors shall have the right to request the removal an Executive Director from the Board, subject to the rights of holders of Company Securities (other than the other Stockholder parties hereto) under applicable law. The SL Parties agree with the Executive Parties and the Company, and the other Stockholders party hereto hereby agree with the Company, function in each case that they will not take any action to remove (and will oppose any action to remove) an Executive Director from the Board (and, if then-different from the Board, the Governing Body) unless (i) the removal is a removal “for cause” as defined for purposes of Delaware law and as determined by final non-appealable judgment of a court of competent jurisdiction in the state of Delaware, (ii) the removal is continuous session at the request of Executive Holdco in accordance with this Section 2.2(e) or (iii) the Governing Body (excluding the Executive Directors) has requested Executive Holdco to cause all Executive Directors to resign from the Board (and, if then-different from the Board, the Governing Body) pursuant to Section 2.2(f). In addition, the SL Parties agree with the Executive Parties and the Company, and the other Stockholders party hereto agree with the Company, in each case that they shall take all Necessary Action reasonably available within their power to cause the removal of any Executive Director at the request of Executive Holdco. Except to the extent Executive Holdco loses its designation rights as described in Section 2.2(f) below, Executive Holdco shall have the right to designate for appointment to the Board a director to fill any vacancy created by reason principal office of the permanent disability, death, removal or resignation of an Executive Director, Bank and shall meet as often as the SL Parties agree with the Executive Parties and the Company, and the other Stockholder parties hereto agree with the Company that, in each case they shall take all Necessary Action reasonably available within their power to cause any such vacancy to be filled by such designee as promptly as practicable (and if the Governing Body is then-different from the Board, upon any such designee’s appointment to such vacancy, such designee shall be appointed to the Executive Committee). In addition, with respect to any Executive Director to be designated by Executive Holdco other than the Key Executives or any senior executive business of the Company or any of its Affiliates, Executive Holdco shall select such Executive Director in consultation with the nominating committee of the Board, if such committee is in existence (and if no such committee is in existence, then in consultation with the Governing Body). Executive Holdco shall use reasonable best efforts to cause each Executive Director (other than with respect to any Executive Director that is a Key Executive or employee of the Company or any of its Affiliates) at all times to comply with the Company’s corporate policies, including, its code of ethics, and Executive Holdco shall promptly request the removal of any Executive Director who fails to comply with such corporate policies after reasonable notice from the Company is provided to Executive Holdco and such Executive Director and such Executive Director is given a reasonable opportunity to comply with such corporate policies; provided, that (A) the Company has provided such Executive Director a written copy of such corporate policies reasonably in advance of the date on which such Executive Director is obligated to comply therewith, (B) such corporate policies apply to all members of the Board in an equal manner and do not apply differently or disproportionately to the Executive Directors as compared to other members of the Board and (C) such corporate policies are enforced by the Company and its Subsidiaries against all members of the Board equally and to the same extent; provided, further, that such corporate policies shall not conflict with or otherwise be inconsistent with any agreement entered into by any Executive Party (x) with the Company, Endeavor Operating Company or any of their respective Subsidiaries in connection with the IPO, including this Agreement, or (y) with the underwriters to the IPO in connection with the IPO or otherwise create any liability or obligation of the Executive Director that is not reasonable or customary for public companies whose boards of directors include professionals from private equity firms or financial sponsorsBank may require. (f) If at A quorum for any time meeting of the Continued Employment Condition is Executive Directors shall be a majority of the Directors, exercising not satisfied, Executive Holdco shall, unless otherwise requested by the Company in writing, cause one (1) Executive Director to immediately resign from the Board and, if then-different from the Board, the Governing Body, and Executive Holdco shall no longer have the right to designate two (2) directors for nomination to the Board pursuant to Section 2.2(a) (but, subject to the immediately subsequent sentence, shall have the right to designate one (1) director for nomination to the Board pursuant to Section 2.2(a)). If at any time the Continued Employment Condition is no longer satisfied, the Aggregate Executive Ownership is less than the Executive Ownership Minimum and a Triggering Event described in clause (ii) one- half of the definition thereof has occurred, Executive Holdco shall, if requested by the Governing Body (excluding the Executive Directors) in writing, cause all Executive Directors to promptly resign from the Board and, if then-different from the Board, the Governing Bodytotal voting power. (g) For Each appointed director shall be entitled to cast the avoidance number of doubt, any votes allotted under Section 3 of this Article to the member appointing him. Each elected director shall be entitled to cast the number of votes which counted toward his election. All the Board and, if then-different from the Board, the Governing Body, other than the SL Directors and the Executive Directors may votes which a director is entitled to cast shall be removed from the Board (or Governing Body, cast as applicable) in accordance with the provisions of the Company Charter and the Company By-lawsa unit. (h) The Company Board of Governors shall reimburse adopt regulations under which a member not entitled to appoint a director under (b) above may send a representative to attend any meeting of the Executive Directors and any other director affiliated with Executive Holdco for all reasonable out-of-pocket costs and expenses (including travel expenses) incurred in connection with such director’s attendance and participation at meetings of the Board, if then-different from the Board, the Governing Bodywhen a request made by, or any committee or subcommittee of either of the foregoinga matter particularly affecting, that member is under consideration. (i) Notwithstanding anything herein The Executive Directors may appoint such committees as they deem advisable. Membership of such committees need not be limited to the contrary, in the event there exists any vacancy on the Board (and/or Governing Body, as applicable), and Executive Holdco is entitled to designate a replacement for nomination to fill such vacancy pursuant to the terms hereof, if either Key Executive remains as an Executive Director, such Key Executive shall be entitled to exercise such designation right in lieu of Executive Holdco, and all references to “Executive Holdco” herein with respect to such designation shall be deemed to be a reference to such Key Executivegovernors or directors or their alternates.