Common use of Post-Closing Board of Directors and Executive Officers Clause in Contracts

Post-Closing Board of Directors and Executive Officers. (a) The Parties shall take all necessary action, including causing the directors of the Pubco to resign, so that effective as of the Closing, Pubco’s board of directors (the “Post-Closing Pubco Board”) will consist of seven (7) individuals. Immediately after the Closing, the Parties shall take all necessary action to designate and appoint to the Post-Closing Pubco Board (i) the two (2) persons that are designated by Purchaser prior to the Closing (the “Purchaser Directors”), at least one (1) of whom shall be required to qualify as an independent director under Nasdaq rules, (ii) the four (4) persons that are designated by the Company prior to the Closing (the “Company Directors”), at least two (2) of whom shall be required to qualify as an independent director under Nasdaq rules; and (iii) the one (1) person that is mutually agreed upon and designated by Purchaser and the Company prior to the Closing (the “Independent Director”) who shall be required to qualify as an independent director under Nasdaq rules. Pursuant to the Amended Pubco Charter as in effect as of the Closing, the Post-Closing Pubco Board will be a classified board with two classes of directors, with (I) one class of directors, consisting of two Company Directors designated by the Company and the Independent Director (collectively, the “Class I Directors”), initially serving a one (1) year term, such term effective from the Closing (and any subsequent Class I Directors serving a two (2) year term), and (II) a second class of directors, consisting of two Company Directors designated by the Company and the Purchaser Directors (collectively, the “Class II Directors”), initially serving a two (2) year term, such term effective from the Closing (and any subsequent Class II Directors serving a two (2) year term). In accordance with the Pubco Charter as in effect at the Closing, no director on the Post-Closing Pubco Board may be removed without cause. At or prior to the Closing, Pubco will provide each Purchaser Director, Company Director and the Independent Director with a customary director indemnification agreement, in form and substance reasonably acceptable to such Purchaser Director, Company Director or Independent Director.

Post-Closing Board of Directors and Executive Officers. (a) The Parties shall take all necessary action, including causing the directors of the Pubco Purchaser to resign, so that effective as of the Closing, Pubcothe Purchaser’s board of directors (the “Post-Closing Pubco Purchaser Board”) will consist of seven (7) individuals. Immediately after the Closing, the Parties shall take all necessary action to designate and appoint to the Post-Closing Pubco Purchaser Board (i) the two (2) persons that are designated by the Purchaser prior to the Closing (the “Purchaser Directors”) at least one of whom shall qualify as an independent director under Nasdaq rules, (ii) the three (3) persons that are designated by the Company prior to the Closing (the “Company Directors”), at least one (1) of whom shall be required to qualify as an independent director under Nasdaq rules, (ii) the four (4) persons that are designated by the Company prior to the Closing (the “Company Directors”), at least two (2) of whom shall be required to qualify as an independent director under Nasdaq rules; and (iii) the one two (12) person that is persons who are mutually agreed upon and designated by the Purchaser and the Company prior to the Closing (the “Independent DirectorMutual Directors”) who both of whom shall be required to qualify as an independent director directors under Nasdaq rules. Pursuant to the Amended Pubco Charter as in effect as of the Closing, the Post-Closing Pubco Purchaser Board will be a classified board with two three classes of directors, with (I) one class of directors, consisting of two Company Directors designated by the Company and the Independent Director (collectively, the “Class I Directors”), initially serving a one (1) year term, such term effective from the Closing (and but any subsequent Class I Directors serving a two three (23) year term)) and with such class consisting of the two Mutual Directors, and (II) a second class of directors, consisting of two Company Directors designated by the Company and the Purchaser Directors (collectively, the “Class II Directors”), initially serving a two (2) year term, such term effective from the Closing (and but any subsequent Class II Directors serving a two three (23) year term), and with such class consisting of one independent Purchaser Director and one independent Company Director and (III) a third class of directors, the Class III Directors, serving a three (3) year term, such term effective from the Closing, and with such class consisting of the remaining two Company Directors and the remaining one Purchaser Director. In accordance with the Pubco Amended Charter as in effect at the Closing, no director on the Post-Closing Pubco Purchaser Board may be removed without cause. Subject to resignations provided by the Company’s directors, the board of directors of the Surviving Company immediately after the Closing shall be the same as the board of directors of the Company immediately prior to the Closing. At or prior to the Closing, Pubco the Company will provide each Purchaser Director, Company Director and the Independent Director with a customary director indemnification agreement, in form and substance reasonably reasonable acceptable to such Purchaser Director, Company Director or Independent Director.

Post-Closing Board of Directors and Executive Officers. (a) The Parties shall take all necessary action, including causing the directors of the Pubco Purchaser to resign, so that effective as of the Closing, Pubcothe Purchaser’s board of directors (the “Post-Closing Pubco Purchaser Board”) will consist of seven (7) individuals. Immediately after the Closing, the Parties shall take all necessary action to designate and appoint to the Post-Closing Pubco Purchaser Board (i) the two (2) persons that are designated by the Purchaser prior to the Closing (the “Purchaser Directors”), at least one (1) of whom shall be required to qualify as an independent director under Nasdaq rules, and (ii) the four five (45) persons that are designated by the Company prior to the Closing (the “Company Directors”), at least two three (23) of whom shall be required to qualify as an independent director under Nasdaq rules; and (iii) . Subject to resignations provided by the one (1) person that is mutually agreed upon and designated by Purchaser and Company’s directors, the board of directors of the Surviving Corporation immediately after the Closing shall be the same as the board of directors of the Company immediately prior to the Closing (the “Independent Director”) who shall be required to qualify as an independent director under Nasdaq rulesClosing. Pursuant to the Amended Pubco Purchaser Charter as in effect as of the Closing, the Post-Closing Pubco Purchaser Board will be a classified board with two three classes of directors, with (I) one class of directors, consisting of two Company Directors designated by the Company and the Independent Director (collectively, the “Class I Directors”), initially serving a one (1) year term, such term effective from the Closing (and but any subsequent Class I Directors serving a two three (23) year term), and (II) a second class of directors, consisting of two Company Directors designated by the Company and the Purchaser Directors (collectively, the “Class II Directors”), initially serving a two (2) year term, such term effective from the Closing (and but any subsequent Class II Directors serving a two three (23) year term), and (III) a third class of directors, the Class III Directors, serving a three (3) year term, such term effective from the Closing. The Purchaser Directors shall be Class III Directors. In accordance with the Pubco Amended Purchaser Charter as in effect at the Closing, no director on the Post-Closing Pubco Purchaser Board may be removed without cause. At or prior to the Closing, Pubco the Purchaser will provide each Purchaser Director, Company Director and the Independent Director with a customary director indemnification agreement, in form and substance reasonably acceptable to such Purchaser Director, Company Director or Independent Director.

Post-Closing Board of Directors and Executive Officers. (a) The Parties shall take all necessary action, including causing the directors of the Pubco Purchaser to resign, so that effective as of the Closing, Pubcothe Purchaser’s board of directors (the “Post-Closing Pubco Purchaser Board”) will consist of seven five (75) individuals. Immediately after the Closing, the Parties shall take all necessary action to designate and appoint to the Post-Closing Pubco Purchaser Board (i) the two (2) persons that are designated by the Purchaser prior to the Closing (the “Purchaser DT Directors”), both of whom shall qualify as independent directors under Nasdaq rules, and (ii) the three (3) persons that are designated by the Company prior to the Closing (the “Seller Directors”), at least one (1) of whom shall be required to qualify as an independent director under Nasdaq rules, (ii) the four (4) persons that are designated by the Company prior to the Closing (the “Company Directors”), at least two (2) of whom shall be required to qualify as an independent director under Nasdaq rules; and (iii) the one (1) person that is mutually agreed upon and designated by Purchaser and the Company prior to the Closing (the “Independent Director”) who shall be required to qualify as an independent director under Nasdaq rules. Pursuant to the Amended Pubco Charter as in effect as of the Closing, the Post-Closing Pubco Purchaser Board will be a classified board with two three classes of directors, with (I) one class of directors, consisting of two Company Directors designated by the Company and the Independent Director (collectively, the “Class I Directors”), initially serving a one (1) year term, such term effective from the Closing (and but any subsequent Class I Directors serving a two three (23) year term), and (II) a second class of directors, consisting of two Company Directors designated by the Company and the Purchaser Directors (collectively, the “Class II Directors”), initially serving a two (2) year term, such term effective from the Closing (and but any subsequent Class II Directors serving a two three (23) year term), and (III) a third class of directors, the Class III Directors, serving a three (3) year term, such term effective from the Closing. The DT Directors shall be Class III Directors. In accordance with the Pubco Amended Charter as in effect at the Closing, no director on the Post-Closing Pubco Purchaser Board may be removed without cause. At or Subject to resignations provided by the Company’s directors, the board of directors of the Company immediately after the Closing shall be the same as the board of directors of the Company immediately prior to the Closing. Each Seller hereby agrees to vote all equity securities of the Company and, Pubco will provide each after the Closing, the Purchaser Director, Company Director and consistent with the Independent Director with a customary director indemnification agreement, in form and substance reasonably acceptable to such Purchaser Director, Company Director or Independent Directorterms hereof.

Post-Closing Board of Directors and Executive Officers. (a) The Parties shall take all necessary action, including causing the directors of the Pubco Purchaser to resign, so that effective as of the Closing, Pubco’s board of directors (the “Post-Closing Pubco Board”) will consist of seven (7) individuals, of which four (4) directors (the “Independent Director”) shall be required to qualify as an independent director under Nasdaq rules. Immediately after the Closing, the Parties shall take all necessary action to designate and appoint to the Post-Closing Pubco Board (i) the two (2) persons that are designated by Purchaser prior to the Closing (the “Purchaser Directors”), at least one (1) of whom shall be required to qualify as an independent director under Nasdaq rules, (ii) the four five (45) persons that are designated by the Company Seller prior to the Closing (the “Company Directors”), at least two (2) of whom shall be required to qualify as an independent director under Nasdaq rules; and (iii) the one (1) person that is mutually agreed upon and designated by Purchaser and the Company prior to the Closing (the “Independent Director”) who shall be required to qualify as an independent director under Nasdaq rules. Pursuant to the Amended Pubco Charter as in effect as of the Closing, the Post-Closing Pubco Board will be a classified board with two classes of directors, with (I) one class of directors, consisting of two Company Directors designated by the Company and one Purchaser Director designated by the Independent Director Purchaser (collectively, the “Class I Directors”), initially serving a one (1) year term, such term effective from the Closing (and any subsequent Class I Directors serving a two (2) year term), and (II) a second class of directors, consisting of two three Company Directors designated by the Company and the one (1) Purchaser Directors (collectively, the “Class II Directors”), initially serving a two (2) year term, such term effective from the Closing (and any subsequent Class II Directors serving a two (2) year term). In accordance with the Pubco Charter as in effect at the Closing, no director on the Post-Closing Pubco Board may be removed without cause. At or prior to the Closing, Pubco will provide each Purchaser Director, Company Director and the Independent Director with a customary director indemnification agreement, in form and substance reasonably acceptable to such Purchaser Director, Company Director or Independent Director.

Post-Closing Board of Directors and Executive Officers. (a) The Parties shall take all necessary action, including causing the directors of the Pubco VIH to resign, so that effective as of the Closing, Pubco’s the board of directors of Bakkt Pubco (the “Post-Closing Bakkt Pubco Board”) will consist of five to seven (5 to 7) individuals. Immediately after members, with one (1) designated by Bakkt Opco, one (1) designated by the ClosingVIH Sponsor, and the remaining members to appointed jointly by Bakkt Opco and the VIH Sponsor (collectively, the Parties “Post-Closing Directors”). The directors to be designated jointly by Bakkt Opco and the VIH Sponsor shall take all necessary action to designate include (i) a majority of “independent” directors for purposes of the listing rules of the exchange on which the Bakkt Pubco Class A Shares are traded and appoint to (ii) at least three qualified members of the audit committee of the Post-Closing Bakkt Pubco Board (i) the two (2) persons that are designated by Purchaser prior to the Closing (the “Purchaser Directors”), at least with one (1) of whom shall be required to qualify as such persons being an independent director under Nasdaq rules, (ii) the four (4) persons that are designated audit committee financial expert). Bakkt Pubco will not avail itself of any grace periods or “controlled company” exemptions provided by the Company prior listing rules of the exchange on which the Bakkt Pubco Class A Shares are traded applicable to the initial Post-Closing (the “Company Directors”), at least two (2) of whom shall be required to qualify as an independent director under Nasdaq rules; and (iii) the one (1) person that is mutually agreed upon and designated by Purchaser and the Company prior to the Closing (the “Independent Director”) who shall be required to qualify as an independent director under Nasdaq rulesBakkt Pubco Board. Pursuant to the Amended Pubco Charter as in effect as of At the Closing, the Bakkt Pubco will execute and deliver to each Post-Closing Pubco Board will be a classified board with two classes of directors, with (I) one class of directors, consisting of two Company Directors designated by the Company and the Independent Director (collectively, the “Class I Directors”), initially serving a one (1) year term, such term effective from the Closing (and any subsequent Class I Directors serving a two (2) year term), and (II) a second class of directors, consisting of two Company Directors designated by the Company and the Purchaser Directors (collectively, the “Class II Directors”), initially serving a two (2) year term, such term effective from the Closing (and any subsequent Class II Directors serving a two (2) year term). In accordance with the Pubco Charter as in effect at the Closing, no director on the Post-Closing Pubco Board may be removed without cause. At or prior to the Closing, Pubco will provide each Purchaser Director, Company Director and the Independent Director with a customary director indemnification agreement, in form and substance reasonably acceptable to such Purchaser DirectorBakkt Opco and VIH. In accordance with the Organizational Documents of Bakkt Pubco as in effect as of the Closing, Company Director or Independent Director.the Parties acknowledge and agree that the Post-Closing Bakkt Pubco Board will be a classified board with three classes of directors, with:

Post-Closing Board of Directors and Executive Officers. (a) The Parties shall take all necessary action, including causing the directors of the Pubco to resign, so that effective as of the Closing, Pubco’s board of directors (the “Post-Closing Pubco Board”) will consist of seven (7) individuals. Immediately after the Closing, the Parties shall take all necessary action to designate and appoint to the Post-Closing Pubco Board (i) the two one (21) persons that are person designated by the Purchaser prior to the Closing (the “Purchaser Directors”), at least one which individual (1or such successor designated by the Purchaser in its sole discretion) of whom shall be required to qualify as an independent director under Nasdaq NYSE rules, (ii) the four three (43) persons that are designated by the Company prior to the Closing (the “Company Directors”), at least two and (2iii) three (3) persons mutually agreed upon by each of the Company and the Purchaser, which approval shall not be unreasonably denied or delayed, all of whom shall be required to qualify as an independent director directors under Nasdaq NYSE rules; and (iii) . Subject to resignations provided by the one (1) person that is mutually agreed upon and designated by Purchaser and Company’s directors, the board of directors of the Company Surviving Subsidiary immediately after the Closing shall be the same as the board of directors of the Company immediately prior to the Closing (the “Independent Director”) who shall be required to qualify as an independent director under Nasdaq rules. Pursuant to the Amended Pubco Charter as in effect as of the Closing, the Post-Closing Pubco Board will be a classified board with two classes of directors, with (I) one class of directors, consisting of two Company Directors designated by the Company and the Independent Director (collectively, the “Class I Directors”), initially serving a one (1) year term, such term effective from the Closing (and any subsequent Class I Directors serving a two (2) year term), and (II) a second class of directors, consisting of two Company Directors designated by the Company and the Purchaser Directors (collectively, the “Class II Directors”), initially serving a two (2) year term, such term effective from the Closing (and any subsequent Class II Directors serving a two (2) year term). In accordance with the Pubco Charter as in effect at the Closing, no director on the Post-Closing Pubco Board may be removed without cause. At or prior to the Closing, Pubco the Purchaser will provide each Purchaser Director, Company Director and the Independent Director with a customary director indemnification agreement, in form and substance reasonably acceptable to such Purchaser Director. As long as the Purchaser has the right to designate the Purchaser Director, Company Director Purchaser shall also be permitted to designate one (1) individual (the “Observer”) in writing from time to time to attend all meetings of the Post-Closing Pubco Board and of any committee thereof as a non-voting observer, and such individual shall be provided notice of all Post-Closing Pubco Board meetings at the same time and in the same manner as notice to the directors. The Observer shall be entitled to concurrent receipt of any materials provided to the Post-Closing Pubco Board or Independent Directorany committee thereof, subject to restrictions under applicable Laws or obligations of confidentiality.

Post-Closing Board of Directors and Executive Officers. (a) The Parties shall take all necessary or appropriate action, including causing the directors of the Pubco to resign, so that effective as of the Closing, Pubcothe Purchaser’s board of directors (the “Post-Closing Pubco Purchaser Board”) will consist of seven five (75) individuals. Immediately after , all of which shall be designated by the ClosingCompany (each, a “Company Designee”); provided, that at least a majority of the Parties shall take all necessary action to designate Company Designees qualify as “independent directors” under the listing rules of Nasdaq and appoint to Rule 10A-3 of the Exchange Act (“Independent Directors”); provided, further, that the Post-Closing Pubco Purchaser Board shall otherwise meet all diversity and other requirements under applicable Law and the listing rules of Nasdaq (i) and the two (2) persons that are designated by directors of the Purchaser immediately prior to the Closing (Effective Time shall be removed as of the “Purchaser Directors”Effective Time), each such director to hold office in accordance with the Amended Purchaser Organizational Documents, as amended in accordance with their terms. The Company Designees shall have the right to designate the chairperson of the Post-Closing Purchaser Board. Prior to the time at least one (1) of whom shall be required to qualify as an independent director which the Registration Statement is declared effective under Nasdaq rulesthe Securities Act, (ii) the four (4) persons that are designated by the Company may, by giving the Purchaser written notice, replace any Company Designee with any other individual (so long as the Post-Closing Purchaser Board otherwise satisfies the first sentence of this Section 5.17(a)); provided, however, that the Company shall appoint such Company Designees reasonably in advance so as to cause the Registration Statement to be declared effective and without post-effective amendment, with the understanding that such Registration Statement must include, prior to its effectiveness, the Closing (the “names, biographies and other information relating to such Company Directors”), at least two (2) of whom shall be required to qualify as an independent director under Nasdaq rules; and (iii) the one (1) person that is mutually agreed upon and designated by Purchaser and the Company prior to the Closing (the “Independent Director”) who shall be required to qualify as an independent director under Nasdaq rulesDesignees. Pursuant to the Amended Pubco Charter Purchaser Organizational Documents as in effect as of the Closing, the Post-Closing Pubco Purchaser Board will be a classified board with two classes of directors, with (Ii) one class of directors, consisting of two Company Directors designated by the Company and the Independent Director (collectively, the “Class I Directors”)directors, initially serving a one (1) year term, such term effective from the Closing until the first annual meeting of stockholders of the Purchaser occurring after the Closing (and but any subsequent Class I Directors directors serving a two (2) year term), and (IIii) a second class of directors, consisting of two Company Directors designated by the Company and the Purchaser Directors (collectively, the “Class II Directors”)directors, initially serving a two (2) year term, such term effective from the Closing (and any subsequent Class II Directors serving a until the second annual meeting of stockholders of the Purchaser occurring after the Closing. There will be two (2) year term)Class I directors and three (3) Class II directors on the Post-Closing Purchaser Board, with the Class II directors consisting of only Independent Directors. In accordance with the Pubco Charter Amended Purchaser Organizational Documents as in effect at the Closing, no director on the Post-Closing Pubco Purchaser Board may be removed without cause. At or prior to the Closing, Pubco will provide each Purchaser Director, Company Director and the Independent Director with a customary director indemnification agreement, in form and substance reasonably acceptable to such Purchaser Director, Company Director or Independent Director.

Post-Closing Board of Directors and Executive Officers. (a) The Parties shall take all necessary action, including causing the directors of the Pubco Purchaser to resign, so that effective as of the Closing, Pubcothe Purchaser’s board of directors (the “Post-Closing Pubco Purchaser Board”) will consist of seven (7) individuals. Immediately after the Closing, the Parties shall take all necessary action to designate and appoint to the Post-Closing Pubco Purchaser Board (i) the two (2) persons that are designated by the Purchaser prior to the Closing (the “Purchaser Directors”), at least one (1) both of whom shall be required to qualify as an independent director under Nasdaq rules, (ii) the four (4) three persons that are designated by the Company prior to the Closing (the “Company Directors”), at least two (2) of whom shall be required to qualify as an independent director under Nasdaq rules; and (iii) the one (1) person that is mutually agreed upon and two additional persons, who shall qualify as independent directors under Nasdaq rules, designated by Purchaser and the Company prior to the Closing (the “Independent Director”) who shall Closing, such designees to be required to qualify as an independent director under Nasdaq rules. Pursuant reasonably acceptable to the Amended Pubco Charter Purchaser. In accordance with the Purchaser Organizational Documents as in effect as of at the Closing, the Post-Closing Pubco Purchaser Board will be a classified board with two three classes of directors, with (I) one class of directors, consisting of the Class I Directors (constituting the two (2) Company Directors designated by the Company and the Independent Director (collectively, the “Class I Directors”who qualify as independent), initially serving a one (1) year term, such initial term effective from the Closing until the first annual meeting of the Purchaser shareholders after the Closing (and but any subsequent Class I Directors serving a two three (23) year term), and (II) a second class of directors, consisting of two Company the Class II Directors designated by the Company and (constituting the Purchaser Directors (collectively, the “Class II Directors”), initially serving a two (2) year term, such initial term effective from the Closing until the second annual meeting of the Purchaser shareholders after the Closing (and but any subsequent Class II Directors serving a two three (23) year term), and (III) a third a class of directors, the Class III Directors (constituting the remaining Company Directors) serving a three (3) year term. In accordance with the Pubco Charter as in effect at the ClosingAmended Organizational Documents, no director on the Post-Closing Pubco Purchaser Board may be removed without cause. At or prior to the Closing, Pubco the Purchaser will provide each member of the Post-Closing Purchaser Director, Company Director and the Independent Director Board with a customary director indemnification agreement, in form and substance reasonably acceptable to such Purchaser Directordirector, Company Director to be effective upon the Closing (or Independent Directorif later, upon such director’s appointment).

Post-Closing Board of Directors and Executive Officers. (a) The Parties shall take all necessary action, including causing the directors of the Pubco Purchaser to resign, so that effective as of the Closing, Pubcothe Purchaser’s board of directors (the “Post-Closing Pubco Purchaser Board”) will consist of seven (7) individuals. Immediately after the Closing, the Parties shall take all necessary action to designate and appoint to the Post-Closing Pubco Purchaser Board (i) the two (2) persons that are designated by the Purchaser prior to the Closing (the “Purchaser Directors”), at least one (1) both of whom shall be required to qualify as an independent director under Nasdaq NYSE rules, (ii) the four (4) persons that are designated by the Company prior to the Closing (the “Company Directors”), at least two all but one (21) of whom shall be required to qualify as an independent director under Nasdaq rules; NYSE rules and (iii) the one (1) person that is mutually agreed upon and designated by Purchaser and the Company prior to the Closing (the “Independent Director”) additional person, who shall be required to qualify as an independent director under Nasdaq NYSE rules. Pursuant , mutually agreed upon prior to the Amended Pubco Charter Closing by the Purchaser and the Company. In accordance with the Purchaser Organizational Documents as in effect as of at the Closing, the Post-Closing Pubco Purchaser Board will be a classified board with two three classes of directors, with (I) one class of directors, consisting of the Class I Directors (constituting the two (2) Company Directors designated by the Company and the Independent Director (collectively, the “Class I Directors”who qualify as independent), initially serving a one (1) year term, such initial term effective from the Closing until the first annual meeting of the Purchaser shareholders after the Closing (and but any subsequent Class I Directors serving a two three (23) year term), and (II) a second class of directors, consisting of two Company the Class II Directors designated by the Company and (constituting the Purchaser Directors (collectively, the “Class II Directors”), initially serving a two (2) year term, such initial term effective from the Closing until the second annual meeting of the Purchaser shareholders after the Closing (and but any subsequent Class II Directors serving a two three (23) year term), and (III) a third a class of directors, the Class III Directors (constituting the remaining Company Directors) serving a three (3) year term. In accordance with the Pubco Charter as in effect at the ClosingAmended Organizational Documents, no director on the Post-Closing Pubco Purchaser Board may be removed without cause. At or prior to the Closing, Pubco the Purchaser will provide each member of the Post-Closing Purchaser Director, Company Director and the Independent Director Board with a customary director indemnification agreement, in form and substance reasonably acceptable to such Purchaser Directordirector, Company Director to be effective upon the Closing (or Independent Directorif later, upon such director’s appointment).

Post-Closing Board of Directors and Executive Officers. (a) The Parties shall take all necessary action, including causing the directors of the Pubco to resign, so that effective as of the Closing, Pubco’s board of directors (the “Post-Closing Pubco Board”) will consist of seven (7) individuals. Immediately after the Closing, the Parties shall take all necessary action to designate and appoint to the Post-Closing Pubco Board (i) the two three (23) persons individuals that are designated by Purchaser prior to the Closing (the “Purchaser Directors”), at least one two (12) of whom shall be required to qualify as an independent director under Nasdaq rules, and (ii) the four (4) persons individuals that are designated by the Company prior to the Closing (the “Company Directors”), at least two (2) of whom shall be required to qualify as an independent director under Nasdaq rules; and (iii) the one (1) person that is mutually agreed upon and designated by Purchaser and the Company prior to the Closing (the “Independent Director”) who shall be required to qualify as an independent director under Nasdaq rules. Pursuant to the Amended Pubco Charter as in effect as of the Closing, the Post-Closing Pubco Board will be a classified board with two three classes of directors, with (I) one class of directors, consisting of two Company Directors designated by the Company and the Independent Director (collectively, the “Class I Directors”), initially serving a one (1) year term, such term effective from the Closing (and but any subsequent Class I Directors serving a two three (23) year term), and (II) a second class of directors, consisting of two Company Directors designated by the Company and the Purchaser Directors (collectively, the “Class II Directors”), initially serving a two (2) year term, such term effective from the Closing (and but any subsequent Class II Directors serving a three (3) year term), and (III) a third class of directors, the Class III Directors, serving a three (3) year term, such term effective from the Closing. One (1) Purchaser Director and one (1) Company Director will be allocated to each class as of the Closing, except that the Class III Directors will include two (2) year termCompany Directors and one (1). In accordance with the Pubco Charter as in effect at the Closing, no director on the Post-Closing Pubco Board may be removed without cause. At or prior to the Closing, Pubco will provide each Purchaser Director, Company Director and the Independent Director with a customary director indemnification agreement, in form and substance reasonably acceptable to such Purchaser Director, Company Director or Independent Director.

Post-Closing Board of Directors and Executive Officers. (a) The Parties shall take all necessary action, including causing the directors of the Pubco Purchaser to resign, so that effective as of the Closing, Pubcothe Purchaser’s board of directors (the “Post-Closing Pubco Purchaser Board”) will consist of seven (7) individuals, a majority of which will be independent in accordance with Nasdaq rules. Immediately after the Closing, the Parties shall take all necessary action to designate and appoint to the Post-Closing Pubco Purchaser Board (i) the two (2) persons that are designated by the Purchaser prior to the Closing (the “Purchaser Directors”), at least one (1) both of whom shall be required to qualify as an independent director under Nasdaq rules, and (ii) the four five (45) persons that are designated by the Company prior to the Closing (the “Company Directors”), at least two (2) of whom shall be required to qualify as an independent director under Nasdaq rules; and (iii) the one (1) person that is mutually agreed upon and designated by Purchaser and the Company prior to the Closing (the “Independent Director”) who shall be required to qualify as an independent director under Nasdaq rules. Pursuant to the Amended Pubco Charter Conversion Organizational Documents as in effect as of the Closing, the Post-Closing Pubco Purchaser Board will be a classified board with two three classes of directors, with (I) one class of directors, consisting of the Class I Directors (constituting the two (2) Company Directors designated by the Company and the Independent Director (collectively, the “Class I Directors”who qualify as independent), initially serving a one (1) year term, such initial term effective from the Closing until the first annual meeting of the Purchaser shareholders after the Closing (and but any subsequent Class I Directors serving a two three (23) year term), and (II) a second class of directors, consisting of two Company the Class II Directors designated by the Company and (constituting the Purchaser Directors (collectively, the “Class II Directors”), initially serving a two (2) year term, such initial term effective from the Closing until the second annual meeting of the Purchaser shareholders after the Closing (and but any subsequent Class II Directors serving a two three (23) year term), and (III) a third a class of directors, the Class III Directors (constituting the remaining Company Directors) serving a three (3) year term. In accordance with the Pubco Charter as in effect at the ClosingConversion Organizational Documents, no director on the Post-Closing Pubco Purchaser Board may be removed without cause. At or prior to the Closing, Pubco the Purchaser will provide each Purchaser Director, Company Director and the Independent Director initial director with a customary director indemnification agreement, in form and substance reasonably acceptable to such Purchaser Director, Company Director or Independent Directordirector.

Post-Closing Board of Directors and Executive Officers. (a) The Parties shall take all necessary action, including causing the directors of the Pubco ParentCo to resign, so that effective as of the Closing, PubcoParentCo’s board of directors (the “Post-Closing Pubco ParentCo Board”) will consist of seven nine (79) individuals. Immediately after the Closing, the Parties shall take all necessary action to designate and appoint to the Post-Closing Pubco ParentCo Board (i) the two (2) persons that are designated by Purchaser ParentCo prior to the Closing (the “Purchaser ParentCo Directors”), at least one (1) of whom shall be required to qualify as an independent director under Nasdaq rules, and (ii) the four seven (47) persons that are designated by the Company prior to the Closing (the “Company Directors”), at least two four (24) of whom shall be required to qualify as an independent director under Nasdaq rules. The Post-Closing ParentCo Board directors shall be classified, with respect to the term for which they severally hold office, into three classes. The initial Class I Directors shall serve for a term expiring at the first annual meeting of stockholders to be held following the Closing; the initial Class II Directors shall serve for a term expiring at the second annual meeting of stockholders following the Closing; and the initial Class III Directors shall serve for a term expiring at the third annual meeting of stockholders to be held following the Closing. At each succeeding annual meeting of stockholders, beginning with the first annual meeting of stockholders following the Closing, Directors elected to succeed those Directors whose terms expire shall be elected for a term of office to expire at the third succeeding annual meeting of stockholders after their election. Three (iii3) of the Company Directors shall be Class I, two (2) of the Company Directors shall be Class II and two (2) of the Company Directors shall be Class III. One (1) of ParentCo Directors shall be Class II and one (1) person that is mutually agreed upon and designated by Purchaser and of ParentCo Directors shall be Class III. The board of directors of the Company prior to Surviving Corporation immediately after the Closing (the “Independent Director”) who shall be required to qualify the same as an independent director under Nasdaq rules. Pursuant to the Amended Pubco Charter as in effect as of the Closing, the Post-Closing Pubco Board will be a classified board with two classes of directors, with (I) one class of directors, consisting of two Company Directors designated by the Company and the Independent Director (collectively, the “Class I Directors”), initially serving a one (1) year term, such term effective from the Closing (and any subsequent Class I Directors serving a two (2) year term), and (II) a second class of directors, consisting of two Company Directors designated by the Company and the Purchaser Directors (collectively, the “Class II Directors”), initially serving a two (2) year term, such term effective from the Closing (and any subsequent Class II Directors serving a two (2) year term). In accordance with the Pubco Charter as in effect at the Closing, no director on the Post-Closing Pubco Board may be removed without causeParentCo Board. At or prior to the Closing, Pubco ParentCo will provide each Purchaser Director, Company Director and the Independent ParentCo Director with a customary director indemnification agreement, in form and substance reasonably acceptable to such Purchaser Director, Company Director or Independent ParentCo Director.

Post-Closing Board of Directors and Executive Officers. (a) The Parties shall take all necessary action, including causing the directors of the Pubco Purchaser to resign, so that effective as of the Closing, Pubcothe Purchaser’s board of directors (the “Post-Closing Pubco Purchaser Board”) will consist of seven five (75) individuals. Immediately after the Closing, the Parties shall take all necessary action to designate and appoint to the Post-Closing Pubco Purchaser Board (i) the two (2) persons that are designated by the Purchaser prior to the Closing (the “Purchaser Directors”), both of whom shall be required to qualify as an independent director under Nasdaq rules, and (ii) the three (3) persons that are designated by the Company prior to the Closing (the “Company Directors”), at least one (1) of whom shall be required to qualify as an independent director under Nasdaq rules. The Post-Closing Purchaser Board shall be classified, (ii) with respect to the four (4) persons that are designated by term for which they severally hold office, into three classes. The initial Class I Directors shall serve for a term expiring at the Company prior first annual meeting of stockholders to be held following the Closing (the “Company Directors”), at least two (2) of whom shall be required to qualify as an independent director under Nasdaq rules; and (iii) the one (1) person that is mutually agreed upon and designated by Purchaser and the Company prior to the Closing (the “Independent Director”) who shall be required to qualify as an independent director under Nasdaq rules. Pursuant to the Amended Pubco Charter as in effect as of the Closing, the Post-Closing Pubco Board will be a classified board with two classes of directors, with (I) one class of directors, consisting of two Company Directors designated by the Company and the Independent Director (collectively, the “Class I Directors”), initially serving ; the initial Class II Directors shall serve for a one (1) year term, such term effective from expiring at the second annual meeting of stockholders following the Closing (and any subsequent Class I Directors serving a two (2) year term), and (II) a second class of directors, consisting of two Company Directors designated by the Company and the Purchaser Directors (collectively, the “Class II Directors”), initially serving ; and the initial Class III Directors shall serve for a two (2) year term, such term effective from expiring at the third annual meeting of stockholders to be held following the Closing (and any subsequent the “Class II Directors serving a two (2) year termIII Directors”). In accordance At each succeeding annual meeting of stockholders, beginning with the Pubco Charter as in effect at first annual meeting of stockholders following the Closing, no director on Directors elected to succeed those Directors whose terms expire shall be elected for a term of office to expire at the third succeeding annual meeting of stockholders after their election. One (1) of the Company Directors shall be Class I, one (1) of the Company Directors shall be Class II, and one (1) of the Company Directors shall be Class III. One (1) of the Purchaser Directors shall be Class II, and one (1) of the Purchaser Directors shall be Class III. The board of directors of the Surviving Corporation immediately after the Closing shall be the same as the Post-Closing Pubco Board may be removed without causePurchaser Board. At or prior to the Closing, Pubco the Purchaser will provide each Purchaser Director, Company Director and the Independent Director with a customary director indemnification agreement, in form and substance reasonably acceptable to such Purchaser Director, Company Director or Independent Directorthe Parties.

Post-Closing Board of Directors and Executive Officers. (a) The Parties shall take all necessary action, including causing the directors of the Pubco Purchaser to resign, so that effective as of the Closing, Pubcothe Purchaser’s board of directors (the “Post-Closing Pubco Purchaser Board”) will consist of seven (7) individuals. Immediately Effective upon or immediately after the Closing, and subject to the Required Shareholder Vote, the Parties shall take all necessary action to designate and appoint to the Post-Closing Pubco Board Purchaser Board, (i) the two (2) persons that are designated by Purchaser prior to the Closing (the “Purchaser Directors”), at least one (1) of whom shall be required to qualify as an independent director under Nasdaq rules, (ii) the four (4) persons that are designated who have been nominated by the Company prior to the Closing (the “Company Directors”) and (ii) three (3) persons who have been nominated by the Purchaser prior to the Closing (the “Purchaser Director”), . At least two (2) of the Purchaser Directors and at least two (2) of whom the Company Directors shall be required to qualify as an independent director directors under Nasdaq rules; and (iii) the one (1) person that is mutually agreed upon and designated by Purchaser and the Company prior to the Closing (the “Independent Director”) who shall be required to qualify as an independent director under applicable Nasdaq rules. Pursuant to the Amended Pubco Charter as in effect as of the Closing, the Post-Closing Pubco Purchaser Board will be a classified board with two three classes of directors, with (I) one class of directors, consisting of two Company Directors designated by the Company and the Independent Director (collectively, the “Class I Directors”), initially serving a one (1) year term, such term effective from the Closing (and but any subsequent Class I Directors serving a two three (23) year term), and (II) a second class of directors, consisting of two Company Directors designated by the Company and the Purchaser Directors (collectively, the “Class II Directors”), initially serving a two (2) year term, such term effective from the Closing (and but any subsequent Class II Directors serving a two three (23) year term), and (III) a third class of directors, the Class III Directors, serving a three (3) year term, such term effective from the Closing. The Purchaser Director shall be Class I Directors. In accordance with the Pubco Amended Charter as in effect at the Closing, no director on the Post-Closing Pubco Purchaser Board may be removed without cause. The Parties also agree to cause the board of directors of the Company following the Closing to be identical to that of the Post-Closing Purchaser Board. At or prior to the Closing, Pubco the post-Closing Purchaser will provide each Purchaser Director, Company Director and the Independent Director with a customary director indemnification agreement, in form and substance reasonably acceptable to such Purchaser Director, Company Director or Independent Director.

Post-Closing Board of Directors and Executive Officers. (a) The Parties shall take all necessary action, including causing the directors of the Pubco Purchaser to resign, so that effective as of the Closing, Pubcothe Purchaser’s board of directors (the “Post-Closing Pubco Purchaser Board”) will consist of at least five (5) individuals, but no more than seven (7) individuals). Immediately after the Closing, the The Parties shall take all necessary action to to, effective immediately following the Closing, designate and appoint to the Post-Closing Pubco Purchaser Board (i) the two (2) persons individuals that are designated by the Purchaser prior to the Closing (the “Purchaser Directors”), at least one (1) of whom shall be required to qualify as an independent director under Nasdaq NYSE or other applicable stock exchange rules, and (ii) the four three (43) persons that are designated by the Company prior to the Closing, including Xxxxxxx Xxxxxxx as the Chair of the Post-Closing Purchaser Board (the “Company Directors”), at least two (2) of whom shall be required to qualify as an independent director under Nasdaq NYSE or other applicable stock exchange rules; and (iii) the one (1) person that is mutually agreed upon and designated by Purchaser and the Company prior . Any additional directors appointed to the Post-Closing (the “Independent Director”) who Board shall be required to qualify as an independent director under Nasdaq NYSE or other applicable stock exchange rules. Pursuant to the Amended Pubco Charter as in effect as of the Closing, the The Post-Closing Pubco Purchaser Board will be a classified board with two shall consist of three classes of directors, with (I) one class of directors, consisting of two Company Directors designated by the Company and the Independent Director (collectively, the “Class I Directors”), initially directors serving a one (1) year term, such term effective from the Closing (and any subsequent Class I Directors serving a two (2) year term), and (II) a second class of directors, consisting of two Company Directors designated by the Company and staggered terms; the Purchaser Directors (collectively, shall be designated as part of the “Class II Directors”), initially serving a two (2) year term, middle” class of such directors and Xxxxxxx Xxxxxxx shall be designated as part of the class of directors whose initial term effective from will be the longest. The board of directors of the Surviving Corporation immediately after the Closing (and any subsequent Class II Directors serving a two (2) year term). In accordance with shall be the Pubco Charter same as in effect at the board of directors of the Company immediately prior to the Closing, no director on the Post-Closing Pubco Board may be removed without cause. At or prior to the Closing, Pubco the Purchaser will provide each Purchaser Director, Company Director and the Independent Company Director with a customary director indemnification agreement, in form and substance reasonably acceptable to such Purchaser Director or Company Director, Company Director or Independent Directorrespectively.

Post-Closing Board of Directors and Executive Officers. (a) The Parties shall take all necessary action, including causing the directors of the Pubco Purchaser to resign, so that effective as of the Closing, Pubcothe Purchaser’s board of directors (the “Post-Closing Pubco Purchaser Board”) will consist of seven nine (79) individuals. Immediately after the Closing, the Parties shall take all necessary action to designate and appoint to the Post-Closing Pubco Purchaser Board (i) the two three (23) persons that are designated by the Purchaser prior to the Closing (the “Purchaser Directors”), at least one (1) of whom shall be required to qualify as an independent director under Nasdaq rules, and (ii) the four six (46) persons that are designated by the Company prior to the Closing (the “Company Directors”), at least two four (24) of whom shall be required to qualify as an independent director under Nasdaq rules; and (iii) the one (1) person that is mutually agreed upon and designated by Purchaser and the Company prior to the Closing (the “Independent Director”) who shall be required to qualify as an independent director under Nasdaq rules. Pursuant to the Amended Pubco Purchaser Charter as in effect as of the Closing, the Post-Closing Pubco Purchaser Board will be a classified board with two three classes of directors, with (I) one class of directors, consisting of two Company Directors designated by the Company and the Independent Director (collectively, the “Class I Directors”), initially serving a one (1) year term, such term effective from the Closing (and but any subsequent Class I Directors serving a two three (23) year term), and (II) a second class of directors, consisting of two Company Directors designated by the Company and the Purchaser Directors (collectively, the “Class II Directors”), initially serving a two (2) year term, such term effective from the Closing (and but any subsequent Class II Directors serving a two three (23) year term), and (III) a third class of directors, the Class III Directors, serving a three (3) year term, such term effective from the Closing. One of the Purchaser Directors shall be a Class I Director, one shall be a Class II Director and the third shall be a Class III Director. In accordance with the Pubco Amended Purchaser Charter as in effect at the Closing, no director on the Post-Closing Pubco Purchaser Board may be removed without cause. The Parties shall also take all necessary action, including causing the directors and officers of the Company to resign effective as of the Closing, so that the board of directors of the Surviving Corporation immediately after the Closing shall be the same as the Post-Closing Purchaser Board. At or prior to the Closing, Pubco the Purchaser will provide each member of the Post-Closing Purchaser Director, Company Director and the Independent Director Board with a customary director indemnification agreement, in form and substance reasonably reasonable acceptable to such Purchaser Directordirector, Company Director to be effective upon the Closing (or Independent Directorif later, such director’s appointment).

Post-Closing Board of Directors and Executive Officers. (a) The Parties shall take all necessary action, including causing the directors of the Pubco to resign, so that effective as of the Closing, Pubco’s board of directors (the “Post-Closing Pubco Board”) will consist of seven (7) individuals. Immediately after the Closing, the Parties shall take all necessary action to designate and appoint to the Post-Closing Pubco Board individuals comprised of: (i) the two (2) persons that are designated by the Purchaser prior to the Closing (the “Purchaser Directors”), at least one (1of whom meets the independence requirements of Rule 5605(c)(2)(A) of whom shall be required to qualify as an independent director under the Nasdaq rules, ; (ii) the four (4) persons that are designated by the Company prior to the Closing (the “Company Directors”), at least two one (21) of whom shall be required to qualify as an independent director under meets the independence requirements of Rule 5605(c)(2)(A) of the Nasdaq rules; and (iii) the one (1) person that is mutually agreed upon and designated by the Company, with the consent of the Purchaser and the Company (which consent shall not be unreasonably withheld, conditioned or delayed), prior to the Closing (the “Independent Mutually Agreed Director”, and together the Purchaser Directors and the Company Directors, the "Initial Directors") who shall be required to qualify as an independent director under meets the independence requirements of Rule 5605(c)(2)(A) of the Nasdaq rules; provided, however, that in all events the board of directors of Pubco shall comply with applicable composition requirements that may be established from time to time by Nasdaq or the SEC and that are applicable to Pubco (e.g., audit committee financial expertise, etc.). Pursuant to the Amended Pubco Charter as in effect as of the Closing, the Post-Closing Pubco Board will be a classified board with two three classes of directors, with (I) one class of directors, consisting of two Company Directors designated by the Company and the Independent Director (collectively, the “Class I Directors”), initially serving a one (1) year term, such term effective from the Closing (and but any subsequent Class I Directors serving a two three (23) year term), and (II) a second class of directors, consisting of two Company Directors designated by the Company and the Purchaser Directors (collectively, the “Class II Directors”), initially serving a two (2) year term, such term effective from the Closing (and but any subsequent Class II Directors serving a two three (23) year term), and (III) a third class of directors, the Class III Directors, serving a three (3) year term, such term effective from the Closing. Two of the Company Directors shall be Class III Directors and one of the Purchaser Directors shall be a Class III Director. In accordance with the Amended Pubco Charter as in effect at the Closing, no director on the Post-Closing Pubco Board may be removed without cause. At or prior to the Closing, Pubco will provide each Purchaser Director, Company Director and the Independent Initial Director with a customary director indemnification agreement, in customary form and substance reasonably acceptable to such Purchaser Director, Company Director or Independent Directorsubstance.

Post-Closing Board of Directors and Executive Officers. (a) The Parties shall take all necessary action, including causing the directors of the Pubco to resign, so that effective as of the Closing, Pubco’s board of directors (the “Post-Closing Pubco Board”) will consist of seven five (75) individuals. Immediately after the Closing, the Parties shall take all necessary action to designate and appoint to the Post-Closing Pubco Board (i) the two (2) persons that are designated by Purchaser prior to the Closing (the “Purchaser Directors”), at least one (1) of whom shall be required to qualify as an independent director under Nasdaq rules, rules and (ii) the four three (43) persons that are designated by the Company prior to the Closing (the “Company Directors”), at least two (2) of whom shall be required to qualify as an independent director under Nasdaq rules; and (iii) the one (1) person that is mutually agreed upon and designated by Purchaser and the Company prior to the Closing (the “Independent Director”) who shall be required to qualify as an independent director under Nasdaq rules. Pursuant to the Amended Pubco Charter as in effect as of the Closing, the Post-Closing Pubco Board will be a classified board with two three classes of directors, with (I) one class of directors, consisting of two Company Directors designated by the Company and the Independent Director (collectively, the “Class I Directors”), initially serving a one (1) year term, such term effective from the Closing (and but any subsequent Class I Directors serving a two three (23) year term), and (II) a second class of directors, consisting of two Company Directors designated by the Company and the Purchaser Directors (collectively, the “Class II Directors”), initially serving a two (2) year term, such term effective from the Closing (and but any subsequent Class II Directors serving a two three (23) year term), and (III) a third class of directors, the Class III Directors, serving a three (3) year term, such term effective from the Closing. One (1) Company Director and one (1) Purchaser Director shall be Class III Directors, and the other Purchaser Director shall be a Class II Director. In accordance with the Amended Pubco Charter as in effect at the Closing, no director on the Post-Closing Pubco Board may be removed without cause. At or prior to the Closing, Pubco will provide each Purchaser Director, Company Director and the Independent Director with a customary director indemnification agreement, in form and substance reasonably reasonable acceptable to such Purchaser Director, Company Director or Independent Director.

Post-Closing Board of Directors and Executive Officers. (a) The Parties shall take all necessary action, including causing the directors of the Pubco Purchaser to resign, so that effective as of the Closing, Pubcothe Purchaser’s board of directors (the “Post-Closing Pubco Purchaser Board”) will consist of seven nine (79) individuals. Immediately after the Closing, the Parties shall take all necessary action to designate and appoint to the Post-Closing Pubco Purchaser Board (i) the two (2) persons that are designated by the Purchaser prior to the Closing (the “Purchaser Directors”), at least one (1) of whom shall be required to qualify as an independent director under Nasdaq rules, and (ii) the four seven (47) persons that are designated by the Company prior to the Closing (the “Company Directors”), at least two four (24) of whom shall be required to qualify as an independent director under Nasdaq rules. The Post-Closing Purchaser Board directors shall be classified, with respect to the term for which they severally hold office, into three classes. The initial Class I Directors shall serve for a term expiring at the first annual meeting of stockholders to be held following the Closing; the initial Class II Directors shall serve for a term expiring at the second annual meeting of stockholders following the Closing; and the initial Class III Directors shall serve for a term expiring at the third annual meeting of stockholders to be held following the Closing. At each succeeding annual meeting of stockholders, beginning with the first annual meeting of stockholders following the Closing, Directors elected to succeed those Directors whose terms expire shall be elected for a term of office to expire at the third succeeding annual meeting of stockholders after their election. Three (iii3) of the Company Directors shall be Class I, two (2) of the Company Directors shall be Class II and two (2) of the Company Directors shall be Class III. One (1) of the Purchaser Directors shall be Class II and one (1) person that is mutually agreed upon and designated by of the Purchaser and Directors shall be Class III. The board of directors of the Company prior to Surviving Corporation immediately after the Closing (the “Independent Director”) who shall be required to qualify the same as an independent director under Nasdaq rules. Pursuant to the Amended Pubco Charter as in effect as of the Closing, the Post-Closing Pubco Board will be a classified board with two classes of directors, with (I) one class of directors, consisting of two Company Directors designated by the Company and the Independent Director (collectively, the “Class I Directors”), initially serving a one (1) year term, such term effective from the Closing (and any subsequent Class I Directors serving a two (2) year term), and (II) a second class of directors, consisting of two Company Directors designated by the Company and the Purchaser Directors (collectively, the “Class II Directors”), initially serving a two (2) year term, such term effective from the Closing (and any subsequent Class II Directors serving a two (2) year term). In accordance with the Pubco Charter as in effect at the Closing, no director on the Post-Closing Pubco Board may be removed without causeBoard. At or prior to the Closing, Pubco the Purchaser will provide each Purchaser Director, Company Director and the Independent Director with a customary director indemnification agreement, in form and substance reasonably acceptable to such Purchaser Director, Company Director or Independent Director.

Post-Closing Board of Directors and Executive Officers. (a) The Parties shall take all necessary action, including causing the directors of the Pubco Purchaser to resign, so that effective as of the Closing, Pubcothe Purchaser’s board of directors (the “Post-Closing Pubco Purchaser Board”) will consist of seven five (75) individuals. Immediately after the Closing, the Parties shall take all necessary action to designate and appoint to the Post-Closing Pubco Purchaser Board (i) the two (2) persons that are designated by Purchaser prior to the Closing (the “Purchaser Directors”), at least one (1) of whom shall be required to qualify as an independent director under Nasdaq rules, (ii) the four (4) persons that are designated by the Company prior to the Closing (the “Company Directors”), at least two (2) of whom shall be required to qualify as an independent director under Nasdaq rules; rules and (iiiii) the one (1) person that is mutually agreed upon and designated by the Purchaser and the Company prior to the Closing (the “Independent Purchaser Director”) who , and together with the Company Directors the “Directors” and each individually a ”Director”). The board of directors of the Surviving Corporation immediately after the Closing shall be required the same as the board of directors of the Company immediately prior to qualify as an independent director under Nasdaq rulesthe Closing. Pursuant to the Amended Pubco Purchaser Charter as in effect as of the Closing, the Post-Closing Pubco Purchaser Board will be a classified board with two three classes of directors, with (I) one class of directors, consisting of two Company Directors designated by the Company and the Independent Director (collectively, the “Class I Directors”), initially serving a one (1) year term, such term effective from the Closing (and but any subsequent Class I Directors serving a two three (23) year term), and (II) a second class of directors, consisting of two Company Directors designated by the Company and the Purchaser Directors (collectively, the “Class II Directors”), initially serving a two (2) year term, such term effective from the Closing (and but any subsequent Class II Directors serving a two three (23) year term), and (III) a third class of directors, the Class III Directors, serving a three (3) year term, such term effective from the Closing. The non-independent Company Directors shall be Class III Directors. In accordance with the Pubco Amended Purchaser Charter as in effect at the Closing, no director on the Post-Closing Pubco Purchaser Board may be removed without cause. At or prior to the Closing, Pubco the Purchaser will provide each Purchaser Director, Company Director and the Independent Director with a customary director indemnification agreement, in form and substance reasonably acceptable to such Purchaser Director, Company Director or Independent Director.

Post-Closing Board of Directors and Executive Officers. (a) The Parties shall take all necessary action, including causing the directors of the Pubco Purchaser, that are not Purchaser Directors (as defined below) to resign, so that effective as of the Closing, Pubcothe Purchaser’s board of directors (the “Post-Closing Pubco Purchaser Board”) will consist of seven (7) individuals. Immediately after the Closing, the Parties shall take all necessary action to designate and appoint to the initial Post-Closing Pubco Purchaser Board (i) the two (2) persons that are designated by Purchaser prior to the Closing (the “Purchaser Directors”), at least one (1) of whom shall be required to qualify as an independent director under Nasdaq rules, and (ii) the four five (45) persons that are designated by the Company prior to the Closing (the “Company Directors”), at least two (2) of whom shall be required to qualify as an independent director under Nasdaq rules; . Purchaser hereby designates Prokopios “Akis” Tsirigakis and (iii) the one (1) person that is mutually agreed upon and designated by Xxxxxx Xxxxxxxxxxx as Purchaser Directors and the Company hereby designates Xxxx Xxxxxxxxx as a Company Director. Promptly after the date hereof, but in any event prior to the Closing date that the Registration Statement has become effective, the Company shall designate four (the “Independent Director”4) who additional individuals as Company Directors, one of which shall be required designated by the Company at such time to qualify serve as an independent director under Nasdaq rulesthe non-executive chairman, in each case, of the Post-Closing Purchaser Board. Notwithstanding the foregoing, in the event that a majority of the Post-Closing Purchaser Board is determined not to be independent, then the size of the Post-Closing Purchaser Board shall be increased to nine (9) individuals and the two (2) new individuals shall be mutually agreed to by the Purchaser and Company. Pursuant to the Amended Pubco Purchaser Charter as in effect as of the Closing, the Post-Closing Pubco Purchaser Board will be a classified board with two three classes of directors, with (I) one class of directors, consisting of two Company Directors designated by the Company and the Independent Director (collectively, the “Class I Directors”), initially serving a one (1) year term, such term effective from the Closing (and but any subsequent Class I Directors serving a two three (23) year term), and (II) a second class of directors, consisting of two Company Directors designated by the Company and the Purchaser Directors (collectively, the “Class II Directors”), initially serving a two (2) year term, such term effective from the Closing (and but any subsequent Class II Directors serving a two three (23) year term), and (III) a third class of directors, the Class III Directors, serving a three (3) year term, such term effective from the Closing. The Purchaser Directors shall be Class III Directors. In accordance with the Pubco Amended Purchaser Charter as in effect at the Closing, no director on the Post-Closing Pubco Purchaser Board may be removed without cause. Subject to resignations provided by the Company’s directors, the board of directors of the Surviving Corporation immediately after the Closing shall be the same as the board of directors of the Company immediately prior to the Closing. At or prior to the Closing, Pubco the Purchaser will provide each Purchaser Director, Company Director and the Independent Purchaser Director with a customary director indemnification agreement, in form and substance reasonably acceptable to such Purchaser Director, Company Director or Independent Director.

Post-Closing Board of Directors and Executive Officers. (a) The Parties shall take all necessary action, including causing the directors of the Pubco to resign, so that effective as of the Closing, Pubco’s board of directors (the “Post-Closing Pubco Board”) will consist of seven nine (79) individuals. Immediately after the Closing, the Parties shall take all necessary action to designate and appoint to the Post-Closing Pubco Board (i) the two six (2) persons that are designated by Purchaser prior to the Closing (the “Purchaser Directors”), at least one (1) of whom shall be required to qualify as an independent director under Nasdaq rules, (ii) the four (46) persons that are designated by the Company prior to the Closing (the “Company Directors”), at least two four (24) of whom shall be required to qualify as an independent director under Nasdaq rules; (ii) the two (2) persons that are designated by the Purchaser prior to the Closing (the “Purchaser Directors”), and (iii) the one (1) person that is mutually agreed upon and designated by Purchaser and the Company prior to the Closing (the “Independent Director”) who whom shall be required to qualify as an independent director under Nasdaq rules. At or prior to the Closing, Pubco will provide each Company Director, Purchaser Director and the Independent Director with a customary director indemnification agreement, in form and substance reasonably acceptable to such Company Director, Purchaser Director or Independent Director. Pursuant to the Amended Pubco Charter as in effect as of the Closing, the Post-Closing Pubco Board will be a classified board with two three classes of directors, with (I) one class of directors, consisting of two Company Directors designated by the Company and the Independent Director (collectively, the “Class I Directors”), initially serving a one (1) year term, such term effective from the Closing (and but any subsequent Class I Directors serving a two three (23) year term), and (II) a second class of directors, consisting of two Company Directors designated by the Company and the Purchaser Directors (collectively, the “Class II Directors”), initially serving a two (2) year term, such term effective from the Closing (and but any subsequent Class II Directors serving a two three (23) year term), and (III) a third class of directors, the Class III Directors, serving a three (3) year term, such term effective from the Closing. The Purchaser Directors shall be Class II Directors. In accordance with the Amended Pubco Charter as in effect at the Closing, no director on the Post-Closing Pubco Board may be removed without cause. At or prior to the Closing, Pubco will provide each Purchaser Company Director, Company Purchaser Director and the Independent Director with a customary director indemnification agreement, in form and substance reasonably acceptable to such Purchaser Company Director, Company Purchaser Director or Independent Director.

Post-Closing Board of Directors and Executive Officers. (a) a. The Parties shall take all necessary action, including causing the directors of the Pubco Thunder Bridge II to resign, so that effective as of the Closing, the Surviving Pubco’s board of directors (the “Post-Closing Surviving Pubco Board”) will consist of seven nine (79) individuals, as set forth below (such persons and any replacements as are appointed or created as a result of the application of the provisions of this Section 5.14, collectively, the “Post-Closing Directors”): five individuals selected by the Company, three selected by Thunder Bridge II and one mutually agreed upon by the Company and Thunder Bridge II. Immediately after If, prior to the Closing, any of the Parties shall take all necessary action foregoing individuals becomes unable or unwilling to designate and appoint to the serve as a Post-Closing Pubco Board Director (such individual, a “Withdrawing Director”), (i) the two (2) persons that are designated if such Withdrawing Director was selected by Purchaser prior Thunder Bridge II, Thunder Bridge II shall designate a replacement to the serve as a Post-Closing (the “Purchaser Directors”), at least one (1) of whom shall be required to qualify as an independent director under Nasdaq rules, Director in such Withdrawing Director’s stead; (ii) the four (4) persons that are designated if such Withdrawing Director was selected by the Company, Company prior Securityholder Representative shall designate a replacement to the serve as a Post-Closing (the “Company Directors”), at least two (2) of whom shall be required to qualify as an independent director under Nasdaq rulesDirector in such Withdrawing Director’s stead; and (iii) the one (1) person that is if such Withdrawing Director was mutually agreed upon and designated selected by Purchaser and the Company prior and Thunder Bridge II, Thunder Bridge II and Company Securityholder Representative shall designate a replacement to serve as a Post-Closing Director in such Withdrawing Director’s stead, which replacement will be mutually agreeable to Thunder Bridge II and Company Securityholder Representative. At least a majority of the Post-Closing Surviving Pubco Board shall consist of “independent” directors for the purposes of the Nasdaq listing rules and regulations. In the event a Withdrawing Director was (or was expected to be) (A) an “independent” director for purposes of the Nasdaq listing rules or (B) a qualified member of the audit committee of the Post-Closing Surviving Pubco Board, any Person designated to replace such Withdrawing Director must also be an “Independent Director”) who shall be required independent” director or qualified to qualify serve on the audit committee, as an independent director under Nasdaq rulesapplicable. Pursuant to In accordance with the Amended Organizational Documents of the Surviving Pubco Charter as in effect as of the Closing, the Parties acknowledge and agree that the Post-Closing Surviving Pubco Board will be a classified board with two three classes of directors, with (I) one class of directors, consisting of two Company Directors designated by the Company and the Independent Director (collectively, the “Class I Directors”), initially serving a one (1) year term, such term effective from the Closing (and any subsequent Class I Directors serving a two (2) year term), and (II) a second class of directors, consisting of two Company Directors designated by the Company and the Purchaser Directors (collectively, the “Class II Directors”), initially serving a two (2) year term, such term effective from the Closing (and any subsequent Class II Directors serving a two (2) year term). In accordance with the Pubco Charter as in effect at the Closing, no director on the Post-Closing Pubco Board may be removed without cause. At or prior to the Closing, Pubco will provide each Purchaser Director, Company Director and the Independent Director with a customary director indemnification agreement, in form and substance reasonably acceptable to such Purchaser Director, Company Director or Independent Director.

Post-Closing Board of Directors and Executive Officers. (a) The Parties shall take all necessary action, including causing the directors of the Pubco Purchaser to resign, so that effective as of the Closing, Pubcothe Purchaser’s board of directors (the “Post-Closing Pubco Purchaser Board”) will consist of seven (7) individuals. Immediately after the Closing, the Parties shall take all necessary action to designate and appoint to the Post-Closing Pubco Purchaser Board (i) the two one (21) persons that are person designated by the Purchaser prior to the Closing (the “Purchaser DirectorsDirector”), at least one (1) of whom shall be required to qualify as an independent director under Nasdaq rules, and (ii) the four six (46) persons that are designated by the Company prior to the Closing (the “Company Directors”), at least two four (24) of whom shall be required to qualify as an independent director under Nasdaq NYSE rules; and (iii) . The Post-Closing Purchaser Board shall be classified, with respect to the one (1) person that is mutually agreed upon and designated by Purchaser and term for which they severally hold office, into three classes. The initial Class I Directors shall serve for a term expiring at the Company prior first annual meeting of stockholders to be held following the Closing (the “Independent Director”) who shall be required to qualify as an independent director under Nasdaq rules. Pursuant to the Amended Pubco Charter as in effect as of the Closing, the Post-Closing Pubco Board will be a classified board with two classes of directors, with (I) one class of directors, consisting of two Company Directors designated by the Company and the Independent Director (collectively, the “Class I Directors”), initially serving ; the initial Class II Directors shall serve for a one (1) year term, such term effective from expiring at the second annual meeting of stockholders following the Closing (and any subsequent Class I Directors serving a two (2) year term), and (II) a second class of directors, consisting of two Company Directors designated by the Company and the Purchaser Directors (collectively, the “Class II Directors”); and the initial Class III Directors shall serve for a term expiring at the third annual meeting of stockholders to be held following the Closing (the “Class III Directors”). At each succeeding annual meeting of stockholders, initially serving beginning with the first annual meeting of stockholders following the Closing, Directors elected to succeed those Directors whose terms expire shall be elected for a term of office to expire at the third succeeding annual meeting of stockholders after their election. Two (2) of the Company Directors shall be Class I, two (2) year termof the Company Directors shall be Class II, such term effective from the Closing (and any subsequent Class II Directors serving a two (2) year term)of the Company Directors shall be Class III. In accordance with The Purchaser Director shall be Class II. The board of directors of the Pubco Charter Surviving Corporation immediately after the Closing shall be the same as in effect at the Closing, no director on the Post-Closing Pubco Board may be removed without causePurchaser Board. At or prior to the Closing, Pubco the Purchaser will provide each Purchaser Director, Company Director and the Independent Director with a customary director indemnification agreement, in form and substance reasonably acceptable to such Purchaser Director, Company Director or Independent Director.the Parties. 57