Common use of Newco Board Clause in Contracts

Newco Board. The Parties acknowledge and agree that following the closing of the Business Combination, (a) the board of directors of NewCo (the “NewCo Board”) is intended to have nine (9) members, with seven (7) initially designated by Surf Holdings, one (1) initially designated by SPAC and approved by Surf Holdings (such approval not to be unreasonably withheld) and one (1) who shall be the chief executive officer of NewCo and (b) NewCo shall have a three-tier classified board, with each member of the NewCo Board to be designated in one of the three classes as mutually agreed by Surf Holdings and SPAC. The Parties agrees that (x) the Company shall have the right to designate one of the members of NewCo Board initially designated by Surf Holdings, which the Company agrees will be ▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ (or, if ▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, is unable to serve, a replacement determined by the Company prior to Closing), and, (y) if at any time within twelve (12) months following the Effective Date, the number of directors of the NewCo Board is increased to more than nine (9) members, ▇. ▇▇▇▇▇▇▇ Little shall be entitled to designate an additional director to the NewCo Board, and such member shall be deemed pre-approved by Surf Holdings and SPAC. The NewCo Board shall comply with Nasdaq Stock Market and any applicable state law requirements, including with respect to diversity, independence and committee composition. The Parties agree that, notwithstanding anything to the contrary set forth herein, ▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ shall be an express third party beneficiary of this Section 5.17 entitled to enforce the terms hereof.” (e) A new Section 5.18 is hereby added as follows:

Newco Board. The Parties acknowledge From and agree that following after the closing Closing, and as long as LHT shall own at least ten percent (10%) of the Business Combinationissued and outstanding Shares of Newco, each Shareholder shall vote all of its Shares and the Shares over which such Shareholder has voting control and shall take all other necessary or desirable actions within its control (whether in its capacity as a shareholder, director, member of a board committee or officer of Newco or otherwise, and including, without limitation, attendance at meetings in person or by proxy for purposes of obtaining a quorum and execution of written consents in lieu of meetings), and Newco shall take all necessary corporate action within its control (including, without limitation, calling special board of directors and shareholder meetings), so that: (i) no less than (a) two directors, if the board Newco Board consists of directors of NewCo (the “NewCo Board”) is intended up to have nine (9) memberseight directors, with seven (7) initially designated by Surf Holdings, one (1) initially designated by SPAC and approved by Surf Holdings (such approval not to be unreasonably withheld) and one (1) who shall be the chief executive officer of NewCo and (b) NewCo three directors, if the Newco Board consists of nine or ten directors, or (c) twenty percent (20%) of the directors, rounded up to the next whole number, if the Newco Board consists of more than ten directors, shall have be representatives designated by LHT, provided however, such designated representatives must be reasonably acceptable to the other directors of the Newco Board (it being agreed that any LHT officer who also serves as a three-tier classified boardmember of upper management of LHT shall be acceptable to such directors) (such designated representatives shall be referred to herein individually as a "LHT Director" and, with collectively, as the "LHT Directors"), and each LHT Director shall serve until his or her successor is elected and qualified; (ii) the initial Newco Board shall consist of eight directors, two of which shall be LHT Directors; (iii) the removal, without cause, of any LHT Director from the Newco Board shall be effected only upon the written request of LHT and under no other circumstances; (iv) in the event that any LHT Director ceases to serve as a member of the NewCo Newco Board during his or her term of office, the resulting vacancy on the Newco Board shall be filled within thirty (30) days of such vacancy by another representative designated by LHT, as provided hereunder; (v) the removal, without cause, of any director designated by Parent, or Parent's designee, from the Newco Board shall be effected only upon the written request of Parent, or Parent's designee, and under no other circumstances; and (vi) in the event that any director designated by Parent, or Parent's designee, ceases to be designated in one serve as a member of the three classes as mutually agreed Newco Board during his or her term of office, the resulting vacancy on the Newco Board shall be filled within thirty (30) days of such vacancy by Surf Holdings and SPACa director designated by Parent or Parent's designee. The Parties agrees that (x) the Company shall have the right to designate one increase or decrease the size of the members Board of NewCo Board initially designated by Surf Holdings, which the Company agrees will be ▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ (or, if ▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, is unable to serve, a replacement determined by the Company prior to Closing), and, (y) if at any time within twelve (12) months following the Effective Date, the number of directors of the NewCo Board is increased to more than nine (9) members, ▇. ▇▇▇▇▇▇▇ Little Directors shall be entitled to designate an additional director to the NewCo Board, and such member shall be deemed pre-approved by Surf Holdings and SPAC. The NewCo Board shall comply remain with Nasdaq Stock Market and any applicable state law requirements, including with respect to diversity, independence and committee composition. The Parties agree that, notwithstanding anything to the contrary set forth herein, ▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ shall be an express third party beneficiary of this Section 5.17 entitled to enforce the terms hereofParent.” (e) A new Section 5.18 is hereby added as follows: