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 ▇▇▇▇▇▇ Sub to resign, so that effective as of the Closing, ▇▇▇▇▇▇ Sub will appoint a new board of directors pursuant to the terms of the Surviving Purchaser Subsidiary A&R Memorandum and Articles. (b) The Parties shall take all necessary action, including causing the directors of Pubco to resign, so that effective as of the Closing, Pubco’s board of directors (the “Post-Closing Pubco Board”) will consist of between seven (7) to nine (9) individuals. Immediately after the Closing, the Parties shall take all necessary action to designate and appoint to the Post-Closing Pubco Board. If the Post-Closing Pubco Board (i) consists of seven (7) members, then (A) two (2) persons shall be designated by Purchaser prior to the Closing upon mutual agreement with the Company’s chairman and (B) five (5) persons shall be designated by the Company prior to the Closing (the “Company Director Designees”); or (ii) consists of nine (9) members, then (A) three (3) persons shall be designated by Purchaser prior to the Closing upon mutual agreement with the Company’s chairman (such directors or the directors set forth in Section (A), the “Purchaser Director Designee”) and (B) six (6) persons shall be Company Director Designees. The Purchaser and the Company acknowledge and agree that ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ and ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ shall be among the initial Purchaser Director Designees. (c) The Parties shall take all action necessary, including causing the executive officers of Pubco to resign, so that ▇▇▇▇▇▇ ▇▇▇▇▇▇ can serve as the post-Closing Chief Executive Officer and President.

Post-Closing Board of Directors and Executive Officers. (a) The Parties shall take all necessary action, including causing the directors of ▇▇▇▇▇▇ Sub the Purchaser to resign, so that effective as of the Closing, ▇▇▇▇▇▇ Sub will appoint a new board of directors pursuant to the terms of the Surviving Purchaser Subsidiary A&R Memorandum and Articles. (b) The Parties shall take all necessary action, including causing the directors of Pubco to resign, so that effective as of the Closing, PubcoPurchaser’s board of directors (the “Post-Closing Pubco Purchaser Board”) will consist of between seven (7) to nine (9) individuals. Immediately after the Closing, the Parties shall take all necessary action to designate and appoint to the Post-Closing Pubco Board. If the Post-Closing Pubco Purchaser Board (i) consists of seven (7) members, then (A) the two (2) persons shall be that are designated by the Purchaser prior to the Closing upon mutual agreement with (the Company’s chairman and “Purchaser Directors”) at least one of whom shall qualify as an independent director under Nasdaq rules, (Bii) five the three (53) persons shall be that are designated by the Company prior to the Closing (the “Company Director DesigneesDirectors”), at least one (1) of whom shall be required to qualify as an independent director under Nasdaq rules; or and (iiiii) consists two (2) persons who are mutually agreed upon by the Purchaser and the Company prior to the Closing (the “Mutual Directors”) both of nine whom shall qualify as independent directors under Nasdaq rules. Pursuant to the Amended Charter as in effect as of the Closing, the Post-Closing Purchaser Board will be a classified board with three classes of directors, with (9I) membersone class of directors, then the Class I Directors, initially serving a one (A1) year term, such term effective from the Closing (but any subsequent Class I Directors serving a three (3) persons year term) and with such class consisting of the two Mutual Directors, (II) a second class of directors, the Class II Directors, initially serving a two (2) year term, such term effective from the Closing (but any subsequent Class II Directors serving a three (3) 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 Amended Charter as in effect at the Closing, no director on the Post-Closing 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 designated by Purchaser the same as the board of directors of the Company immediately prior to the Closing upon mutual agreement with Closing. At or prior to the Company’s chairman (such directors or the directors set forth in Section (A)Closing, the “Company will provide each Purchaser Director Designee”) with a customary director indemnification agreement, in form and (B) six (6) persons shall be Company Director Designees. The substance reasonable acceptable to such Purchaser and the Company acknowledge and agree that ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ and ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ shall be among the initial Purchaser Director DesigneesDirector. (cb) The Parties shall take all action necessary, including causing the executive officers of Pubco the Purchaser to resign, so that ▇▇▇▇▇▇ ▇▇▇▇▇▇ can serve the individuals serving as executive officers of the post-Purchaser immediately after the Closing Chief Executive Officer and Presidentwill be the same individuals (in the same offices) as those of the Company immediately prior to the Closing.

Post-Closing Board of Directors and Executive Officers. (a) The Parties shall take all necessary lawful action, including causing the directors of ▇▇▇▇▇▇ Sub the Purchaser to resign, so that effective as of immediately following the ClosingSecond Effective Time, ▇▇▇▇▇▇ Sub will appoint a new board of directors pursuant to the terms of the Surviving Purchaser Subsidiary A&R Memorandum and Articles. (b) The Parties shall take all necessary action, including causing the directors of Pubco to resign, so that effective as of the Closing, PubcoPurchaser’s board of directors (the “Post-Closing Pubco Purchaser Board”) will consist of between seven six (7) to nine (96) individuals. Immediately after the Closing, the Parties shall take all necessary action to designate and appoint to the Post-Closing Pubco Board. If the Post-Closing Pubco Board (i) consists four (4) of seven (7) members, then (A) two (2) persons shall be designated by Purchaser prior to the Closing upon mutual agreement with the Company’s chairman and (B) five (5) persons shall be designated which are nominated by the Company prior to the Closing (the “Company Director DesigneesDirectors”); or (ii) consists , one of nine (9) members, then (A) three (3) persons which shall be designated by Purchaser prior to the Closing upon mutual agreement with the Company’s chairman (such directors or the directors set forth in Section (A), the “Purchaser Director Designee”) and (B) six (6) persons shall be Company Director Designees. The Purchaser and the Company acknowledge and agree that ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, who shall act as the Chairman of the board of directors and shall be a Class III director; and (ii) two (2) of which are nominated by the Purchaser prior to the Closing (the “Purchaser Directors”), one of which shall be ▇▇▇▇▇ ▇. ▇▇▇▇▇ and the other one who shall be mutually agreed by both the Purchaser and the Company prior to the Closing (the “Independent Director”, and together with the Company Directors, and the Purchaser Directors the “Directors” and each individually a “Director”). At least four (4) Directors shall qualify as independent directors under Nasdaq rules. With effect immediately following the Second Effective Time, the Purchaser and each Director shall enter into a customary director indemnification agreement, in form and substance reasonably acceptable to such Director and as agreed to by the Purchaser and the Company. (b) The Parties shall take all lawful action necessary, including causing the executive officers of ▇▇▇▇▇▇▇▇▇ shall be among the initial Purchaser Director Designees. (c) The Parties shall take all action necessary, including causing the executive officers of Pubco to resign, so that ▇▇▇▇▇▇ ▇▇▇▇▇▇ can serve the individuals serving as the post-Closing Chief Executive Officer chief executive officer and Presidentchief financial officer, respectively, of Purchaser immediately following the Second Effective Time will be the same individuals (in the same office) as that of the Company immediately prior to the First Effective Time (unless, at its sole discretion, the Company desires to appoint another qualified person to either such role, in which case, such other person identified by the Company shall serve in such role).

Post-Closing Board of Directors and Executive Officers. (a) The Parties shall take all necessary action, including causing the directors of ▇▇▇▇▇▇ Sub the Purchaser to resign, so that effective as of the Closing, ▇▇▇▇▇▇ Sub will appoint a new board of directors pursuant to the terms of the Surviving Purchaser Subsidiary A&R Memorandum and Articles. (b) The Parties shall take all necessary action, including causing the directors of Pubco to resign, so that effective as of the Closing, PubcoPurchaser’s board of directors (the “Post-Closing Pubco Purchaser Board”) will consist of between seven five (7) to nine (95) individuals. Immediately after the Closing, the Parties shall take all necessary action to designate and appoint to the Post-Closing Pubco Board. If the Post-Closing Pubco Purchaser Board (i) consists of seven (7) members, then (A) the two (2) persons shall be that are designated by the Purchaser prior to the Closing upon mutual agreement with (the Company’s chairman “Purchaser Directors”), at least one of whom shall qualify as an independent director under Nasdaq rules, and (Bii) five the three (53) persons shall be that are designated by the Company prior to the Closing (the “Company Director DesigneesDirectors”); or , at least two (ii2) consists of nine (9) members, then (A) three (3) persons whom shall be designated required to qualify as an independent director under Nasdaq rules. Subject to resignations provided by Purchaser 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 upon mutual agreement with Closing. At or prior to the Company’s chairman (such directors or the directors set forth in Section (A)Closing, the “Purchaser will provide each Purchaser Director Designee”) with a customary director indemnification agreement, in form and (B) six (6) persons shall be Company Director Designees. The substance reasonable acceptable to such Purchaser and the Company acknowledge and agree that ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ and ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ shall be among the initial Purchaser Director DesigneesDirector. (cb) The Parties shall take all action necessary, including causing the executive officers of Pubco Purchaser to resign, so that ▇▇▇▇▇▇ ▇▇▇▇▇▇ can serve the individuals serving as the post-chief executive officer and chief financial officer, respectively, of Purchaser immediately after the Closing Chief Executive Officer and Presidentwill be the same individuals (in the same office) as that of the Company immediately prior to the Closing (unless, at its sole discretion, the Company desires to appoint another qualified person to either such role, in which case, such other person identified by the Company shall serve in such role).

Post-Closing Board of Directors and Executive Officers. (a) The Parties shall take all necessary action, including the Pubco causing the directors of ▇▇▇▇▇▇ Sub to resign, so that effective as of the Closing, ▇▇▇▇▇▇ Sub will appoint a new board of directors pursuant to the terms of the Surviving Purchaser Subsidiary A&R Memorandum and Articles. (b) The Parties shall take all necessary action, including causing the directors of Pubco to resign, so that effective as of the Closing, Pubco’s board of directors at and immediately after the Closing (the “Post-Closing Pubco Board”) will consist of between seven (7) to nine (9) individuals. Immediately after the Closing, individuals and the Parties shall take all necessary action to designate and appoint to the Post-Closing Pubco Board. If the Post-Closing Pubco Board (i) consists of seven (7) membersif the Purchaser Closing Cash is equal to or greater than $50,000,000, then (A) two (2) persons shall be that are designated by the Purchaser prior to the Closing upon mutual agreement with (the Company’s chairman “Purchaser Directors”), at least one (1) of whom shall be required to qualify as an independent director under Nasdaq Rule 5605(a)(2), and (B) five (5) persons shall be that are designated by the Company prior to the Closing (the “Company Director DesigneesDirectors” and, together with the Purchaser Director, the “Post-Closing Directors”), at least three (3) of whom shall be required to qualify as an independent director under Nasdaq Rule 5605(a)(2); or (ii) consists of nine if the Purchaser Closing Cash is less than $50,000,000, (9X) membersone (1) Purchaser Director, then (A) three (3) persons whom shall be designated by Purchaser prior required to the Closing upon mutual agreement with the Company’s chairman (such directors or the directors set forth in Section (Aqualify as an independent director under Nasdaq Rule 5605(a)(2), the “Purchaser Director Designee”) and (BY) six (6) persons Company Directors, at least three (3) of whom shall be Company Director Designeesrequired to qualify as an independent director under Nasdaq Rule 5605(a)(2). The Purchaser and In addition, the Company acknowledge and agree that ▇▇Parties shall cause the initial chairperson of the Post-Closing Pubco Board to be ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ . At or prior to the Closing, Pubco will provide each Post-Closing Director with a customary director indemnification agreement, in form and ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ shall be among the initial Purchaser Director Designeessubstance reasonably acceptable to such Post-Closing Director. (cb) The Parties shall take all action necessary, including the Purchaser causing the executive officers of Pubco to resign, so that ▇▇▇▇▇▇ ▇▇▇▇▇▇ can serve to resign immediately prior to the Closing, so that the individuals serving as the post-chief executive officer, the chief financial officer and in any other officer roles, respectively, of Pubco immediately after the Closing Chief Executive Officer and Presidentwill be the same individuals (in the same office) as those of the Company immediately prior to the Closing (unless, at its sole discretion, the Company desires to appoint another person to any such role, in which case, such other person identified by the Company shall serve in such role).

Post-Closing Board of Directors and Executive Officers. (a) The Parties shall take all necessary action, including causing the directors of ▇▇▇▇▇▇ Sub to resign, so that effective as of the Closing, ▇▇▇▇▇▇ Sub will appoint a new board of directors pursuant to the terms of the Surviving Purchaser Subsidiary A&R Memorandum and Articles. (b) The Parties shall take all necessary action, including causing the directors of Pubco to resign, so that effective as of the Closing, Pubco’s board of directors (the “Post-Closing Pubco Board”) will consist of between not less than five (5) and not greater than seven (7) to nine (9) individuals. Immediately after the Closing, the Parties shall take all necessary action to designate and appoint to the Post-Closing Pubco Board. If the Post-Closing Pubco Board (i) consists of seven one (71) members, then (A) two (2) persons shall be individual that is designated by Purchaser CHC prior to the Closing upon mutual agreement with who will be reasonably acceptable to Delta (the Company’s chairman “CHC Director”); and (Bii) five up to six (56) persons shall be individuals (as applicable) that are designated by the Company Delta prior to the Closing (the “Company Director DesigneesDelta Directors”); or (ii) consists . Pursuant to the Amended Pubco Charter as in effect as of nine (9) membersthe Closing, then the Post-Closing Pubco Board shall be a classified board with three classes of directors, with (A) one class of directors, the Class A Directors, initially serving a one (1)-year term, such term effective from the Closing (but any subsequent Class A Directors serving a three (33)-year term), (b) persons shall be designated by Purchaser prior to a second class of directors, the Class B Directors, initially serving a two (2)-year term, such term effective from the Closing upon mutual agreement with the Company’s chairman (such directors or the directors set forth in Section but any subsequent Class B Directors serving a three (A3)-year term), the “Purchaser Director Designee”) and (Bc) six a third class of directors, the Class C Directors, serving a three (6) persons shall be Company Director Designees. The Purchaser and 3)-year term, such term effective from the Company acknowledge and agree that ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ and ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ shall be among the initial Purchaser Director DesigneesClosing. (cb) The Parties shall take all action necessary, including causing the executive officers of Pubco to resigneither resign or be removed from their office, so that ▇▇▇▇▇▇ ▇▇▇▇▇▇ can serve the individuals serving as the post-chief executive officer and chief financial officer, respectively, of Pubco immediately after the Closing Chief Executive Officer and Presidentwill be the same individuals (in the same office) as that of Delta immediately prior to the Closing (unless Delta desires to appoint another qualified person to serve in either such role, in which case, such other person identified by Delta shall serve in such role).

Post-Closing Board of Directors and Executive Officers. (a) The Parties shall take all necessary actionImmediately after the Closing, including causing the directors of ▇▇▇▇ ▇▇▇▇▇▇ Sub to resign, so that effective shall be appointed as the Chairman of Pubco and the Closing, ▇▇▇▇▇▇ Sub will appoint a new board of directors pursuant to the terms of the Surviving Purchaser Subsidiary A&R Memorandum and Articles. (b) The Parties shall take all necessary action, action (including causing the directors of Pubco to resign, so that effective as ) to designate and appoint to the rest of the Closing, Pubco’s board of directors (the “Post-Closing Pubco Board”) will consist of between seven (7) to nine (9) individuals. Immediately after the Closing, the Parties shall take all necessary action to designate and appoint to the Post-Closing Pubco Board. If the Post-Closing Pubco Board as follows: (i) consists of seven (7) members, then (A) two (2) persons shall be individuals designated by the Purchaser prior to the Closing upon mutual agreement with (the “Purchaser Directors”), one of whom shall be ▇▇▇▇ ▇▇▇▇▇▇ and the other of which shall qualify as an independent director under Nasdaq rules, which Purchaser Directors shall be reasonably acceptable to the Company’s chairman and , (Bii) five four (54) persons shall be individuals that are designated by the Company prior to the Closing (the “Company Director DesigneesDirectors”); or (ii) consists , one of nine (9) members, then (A) three (3) persons whom shall be designated the Chief Executive Officer of the Company and two (2) of which shall qualify as an independent director under Nasdaq rules, which Company Directors shall be reasonably acceptable to the Company, and (iii) one (1) individual that is mutually agreed upon by the Company and the Purchaser acting reasonably, and who shall qualify as an independent director under Nasdaq rules. At or prior to the Closing, Pubco will provide each director serving on the Post-Closing Pubco Board with a customary director indemnification agreement, in form and substance reasonably acceptable to such director, to be effective upon mutual agreement the Closing (or if later, such director’s appointment). Pursuant to the Amended Pubco Organizational Documents as in effect as of the Closing, the Post-Closing Pubco Board shall be a classified board with three classes of directors, with (x) one class of directors, the Company’s chairman Class A Directors, initially serving a one (1)-year term, such directors or term effective from the directors set forth in Section Closing (Abut any subsequent Class A Directors serving a three (3)-year term), (y) a second class of directors, the “Purchaser Director Designee”) Class B Directors, initially serving a two (2)-year term, such term effective from the Closing (but any subsequent Class B Directors serving a three (3)-year term), and (Bz) six a third class of directors, the Class C Directors, serving a three (6) persons shall be Company Director Designees. The Purchaser and 3)-year term, such term effective from the Company acknowledge and agree that Closing (each of ▇▇▇▇ ▇▇▇▇▇▇ and ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ and ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ shall be among the initial Purchaser Director Designees. (c) The Parties shall take all action necessary, including causing the executive officers of Pubco to resign, so that ▇▇▇▇▇▇ ▇▇▇▇▇▇ can serve as the post-Closing Chief Executive Officer and PresidentClass C Directors).

Post-Closing Board of Directors and Executive Officers. (a) The Parties shall take all necessary actionImmediately after the Closing, including causing the directors of ▇▇▇▇ ▇▇▇▇▇▇ Sub to resign, so that effective shall be appointed as the Chairman of Pubco and the Closing, ▇▇▇▇▇▇ Sub will appoint a new board of directors pursuant to the terms of the Surviving Purchaser Subsidiary A&R Memorandum and Articles. (b) The Parties shall take all necessary action, action (including causing the directors of Pubco to resign, so that effective as ) to designate and appoint to the rest of the Closing, Pubco’s board of directors (the “Post-Closing Pubco Board”) will consist of between seven (7) to nine (9) individuals. Immediately after the Closing, the Parties shall take all necessary action to designate and appoint to the Post-Closing Pubco Board. If the Post-Closing Pubco Board as follows: (i) consists of seven (7) members, then (A) two (2) persons shall be individuals designated by the Purchaser prior to the Closing upon mutual agreement with (the “Purchaser Directors”), one of whom shall be ▇▇▇▇ ▇▇▇▇▇▇ and the other of which shall qualify as an independent director under Nasdaq rules, which Purchaser Directors shall be reasonably acceptable to the Company’s chairman and , (Bii) five four (54) persons shall be individuals that are designated by the Company prior to the Closing (the “Company Director DesigneesDirectors”); or (ii) consists , one of nine (9) members, then (A) three (3) persons whom shall be designated the Chief Executive Officer of the Company and two (2) of which shall qualify as an independent director under Nasdaq rules, which Company Directors shall be reasonably acceptable to the Company, and (iii) one (1) individual that is mutually agreed upon by the Company and the Purchaser acting reasonably, and who shall qualify as an independent director under Nasdaq rules. At or prior to the Closing, Pubco will provide each director serving on the Post-Closing Pubco Board with a customary director indemnification agreement, in form and substance reasonably acceptable to such director, to be effective upon mutual agreement the Closing (or if later, such director’s appointment). Pursuant to the Amended Pubco Organizational Documents as in effect as of the Closing, the Post-Closing Pubco Board shall be a classified board with three classes of directors, with (x) one class of directors, the Company’s chairman Class A Directors, initially serving a one (1)-year term, such directors or term effective from the directors set forth in Section Closing (Abut any subsequent Class A Directors serving a three (3)-year term), (y) a second class of directors, the “Purchaser Director Designee”) Class B Directors, initially serving a two (2)-year term, such term effective from the Closing (but any subsequent Class B Directors serving a three (3)-year term), and (Bz) six a third class of directors, the Class C Directors, serving a three (6) persons shall be Company Director Designees. The Purchaser and 3)-year term, such term effective from the Company acknowledge and agree that Closing (each of ▇▇▇▇ ▇▇▇▇▇▇ and ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ and ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ shall be among the initial Purchaser Director Designeesserve as Class C Directors). (cb) The Parties shall take all action necessary, including causing the executive officers of Pubco ▇▇▇▇▇ to resign, so that ▇▇▇▇▇▇ ▇▇▇▇▇▇ can serve the individuals serving as the post-chief executive officer and chief financial officer, ​ respectively, of Pubco immediately after the Closing Chief Executive Officer and Presidentwill be the same individuals (in the same office) as that of the Company immediately prior to the Closing (unless, at its sole discretion, the Company desires to appoint another qualified person to either such role, in which case, such other person identified by the Company shall serve in such role). (c) The Parties shall take all necessary action to cause Pubco to have an advisory board comprised of those individuals set forth on Schedule 6.16(c) or such other individuals as the Company may designate.

Post-Closing Board of Directors and Executive Officers. (a) The Parties shall take all necessary action, including causing the directors of ▇▇▇▇▇▇ Sub to resign, so that effective as of the Closing, ▇▇▇▇▇▇ Sub will appoint a new board of directors pursuant to the terms of the Surviving Purchaser Subsidiary A&R Memorandum and Articles. (b) The Parties shall take all necessary action, including causing the directors of Pubco to resign, so that effective as of the Closing, Pubco’s board of directors (the “Post-Closing Pubco Board”) will consist of between seven (7) to nine (9) individuals. Immediately after the Closing, the Parties shall take all necessary action to designate and appoint to the Post-Closing Pubco Board. If the Post-Closing Pubco Board (i) consists of seven one (71) members, then (A) two (2) persons shall be person that is designated by Purchaser the SPAC prior to the Closing upon mutual agreement with Closing, who shall qualify as an independent director under the Company’s chairman and rules of the Applicable Exchange, (Bii) five (5) persons shall be that are designated by the Company prior to the Closing Closing, at least three of whom shall qualify as independent directors under the rules of the Applicable Exchange and (iii) one (1) additional person mutually agreed by SPAC and the “Company Director Designees”); or (ii) consists of nine (9) members, then (A) three (3) persons shall be designated by Purchaser prior to the Closing, who shall qualify as an independent director under the rules of the Applicable Exchange. At or prior to the Closing, Pubco will provide each director on the Post-Closing upon mutual agreement Pubco Board with the Company’s chairman (a customary director indemnification agreement, in form and substance reasonably acceptable to such directors or the directors set forth in Section (A), the “Purchaser Director Designee”) and (B) six (6) persons shall be Company Director Designees. The Purchaser and the Company acknowledge and agree that ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ and ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ shall be among the initial Purchaser Director Designeesdirector. (cb) The Parties shall take all action necessary, including causing the executive officers of Pubco to resign, so that ▇▇▇▇▇▇ ▇▇▇▇▇▇ can serve the individuals serving as the post-chief executive officer and chief financial officer, respectively, of Pubco immediately after the Closing Chief Executive Officer and Presidentwill be the same individuals (in the same office) as that of the Company immediately prior to the Closing (unless, with the consent of SPAC, the Company desires to appoint another qualified person to either such role, in which case, such other person identified by the Company shall serve in such role).

Post-Closing Board of Directors and Executive Officers. (a) The Parties shall take all necessary action, including causing the directors of ▇▇▇▇▇▇ Sub to resign, so that effective as of the Closing, ▇▇▇▇▇▇ Sub will appoint a new board of directors pursuant to the terms of the Surviving Purchaser Subsidiary A&R Memorandum and Articles. (b) The Parties shall take all necessary action, including causing the directors of Pubco to resign, so that effective as of immediately after the Closing, Pubco’s board of directors (the “Post-Closing Pubco Board”) will consist of between up to seven (7) to nine (9) individuals. Immediately after the Closing, the Parties which shall take all necessary action to designate and appoint to the Post-Closing Pubco Board. If the Post-Closing Pubco Board include (i) consists of seven (7) members, then (A) two (2) persons shall be who are designated by Purchaser SPAC prior to the Closing upon mutual agreement (the “SPAC Directors”), at least one (1) of whom shall qualify as an independent director under Nasdaq rules, and each SPAC Director shall serve a one (1) year term from the Closing Date, unless such SPAC Director is removed or resigns prior to the expiration of their respective terms in accordance with the Company’s chairman Amended Pubco Charter, and (Bii) five (5) persons shall be who are designated by the Company prior to the Closing (the “Company Director DesigneesDirectors”); or (ii) consists of nine (9) members, then (A) at least three (3) persons of whom shall be designated by Purchaser qualify as independent directors under Nasdaq rules. At or prior to the Closing upon mutual agreement with the Company’s chairman (such directors or the directors set forth in Section (A)Closing, the “Purchaser Pubco will provide each SPAC Director Designee”) and (B) six (6) persons shall be Company Director Designees. The Purchaser with a customary director indemnification agreement, in form and the substance reasonably acceptable to such SPAC Director or Company acknowledge and agree that ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ and ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ shall be among the initial Purchaser Director DesigneesDirector. (cb) The Parties shall take all action necessary, including causing the executive officers of Pubco to resign, so that ▇▇▇▇▇▇ ▇▇▇▇▇▇ can serve the individuals serving as the post-chief executive officer and chief financial officer, respectively, of Pubco immediately after the Closing Chief Executive Officer and Presidentwill be the same individuals (in the same office) as that of the Company immediately prior to the Closing (unless, at its sole discretion, the Company desires to appoint another qualified person to either such role, in which case, such other person identified by the Company shall serve in such role).

Post-Closing Board of Directors and Executive Officers. (a) The Parties shall take all necessary action, including causing the directors of ▇▇▇▇▇▇ Sub the Purchaser to resign, so that effective as of the Closing, ▇▇▇▇▇▇ Sub will appoint a new board of directors pursuant to the terms of the Surviving Purchaser Subsidiary A&R Memorandum and Articles. (b) The Parties shall take all necessary action, including causing the directors of Pubco to resign, so that effective as of the Closing, PubcoPurchaser’s board of directors (the “Post-Closing Pubco Purchaser Board”) will consist of between seven (7) to nine (9) individuals. Immediately after the Closing, the Parties shall take all necessary action to designate and appoint to the Post-Closing Pubco Purchaser Board. If the Post-Closing Pubco Board (i) consists of seven (7) members, then (A) two (2) persons shall be that are designated by the Purchaser prior to the Closing upon mutual agreement with Closing, at least one (1) of whom shall be required to qualify as an independent director under Nasdaq rules (the Company’s chairman “Purchaser Director”), and seven (B) five (57) persons shall be that are designated by the Company prior to the Closing (the “Company Director DesigneesDirectors”); or (ii) consists of nine (9) members, then (A) at least three (3) persons of whom shall be designated by Purchaser required to qualify as an independent director under Nasdaq rules. At or prior to the Closing upon mutual agreement with the Company’s chairman (such directors or the directors set forth in Section (A)Closing, the “Purchaser Director Designee”) will provide each director of Purchaser with a customary director indemnification agreement, in form and (B) six (6) persons shall be Company Director Designeessubstance reasonably acceptable to such director of Purchaser. The Prior to the mailing of the Proxy Statement, the Purchaser and the Company acknowledge shall mutually agree to each director that will serve on the compensation committee, the audit committee and agree that ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ the nominating committee of the Purchaser’s Board immediately after the Effective Time, based on the qualifications of each director, subject to applicable listing rules of Nasdaq and ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ shall be among the initial Purchaser Director Designeesapplicable Law. (cb) The Parties shall take all action necessary, including causing the executive officers of Pubco Purchaser to resign, so that ▇▇▇▇▇▇ ▇▇▇▇▇▇ can serve the individuals serving as the post-chief executive officer and chief financial officer, respectively, of Purchaser immediately after the Closing Chief Executive Officer and Presidentwill be the same individuals (in the same office) as that of the Company immediately prior to the Closing (unless, at its sole discretion, the Company desires to appoint another qualified person to either such role, in which case, such other person identified by the Company shall serve in such role).

Post-Closing Board of Directors and Executive Officers. (a) The Parties shall take all necessary action, including causing the directors of ▇▇▇▇▇▇ Sub to resign, so that effective as of the Closing, ▇▇▇▇▇▇ Sub will appoint a new board of directors pursuant to the terms of the Surviving Purchaser Subsidiary A&R Memorandum and Articles. (b) The Parties shall take all necessary action, including causing the directors of Pubco to resign, so that effective as of immediately after the Closing, Pubco’s board of directors (the “Post-Closing Pubco Board”) will consist of between seven (7) to nine (9) individuals. Immediately after the Closing, the Parties which shall take all necessary action to designate and appoint to the Post-Closing Pubco Board. If the Post-Closing Pubco Board include (i) consists of seven (7) members, then (A) two (2) persons shall be that are designated by Purchaser prior to the Closing upon mutual agreement (the “Purchaser Directors”) as independent directors, both of whom shall qualify as independent directors under Nasdaq rules and shall initially serve a one (1) year term unless removed or resign in accordance with the Company’s chairman Amended Pubco Charter, such term effective from the Closing, and (Bii) five (5) persons shall be that are designated by the Company prior to the Closing (the “Company Director DesigneesDirectors”); ) and shall include such number of independent directors to the effect that the board composition of Pubco will be compliant with Nasdaq rules. At or (ii) consists of nine (9) members, then (A) three (3) persons shall be designated by Purchaser prior to the Closing upon mutual agreement with the Company’s chairman (such directors or the directors set forth in Section (A)Closing, the “Pubco will provide each Purchaser Director Designee”) and (B) six (6) persons shall be Company Director Designees. The Purchaser director with a customary director indemnification agreement, in form and the Company acknowledge and agree that ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ and ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ shall be among the initial substance reasonably acceptable to such Purchaser Director Designeesor Company Director. (cb) The Parties shall take all action necessary, including causing the executive officers of Pubco to resign, so that ▇▇▇▇▇▇ ▇▇▇▇▇▇ can serve the individuals serving as the post-chief executive officer and chief financial officer, respectively, of Pubco immediately after the Closing Chief Executive Officer and Presidentwill be the same individuals (in the same office) as that of the Company immediately prior to the Closing (unless, at its sole discretion, the Company desires to appoint another qualified person to either such role, in which case, such other person identified by the Company shall serve in such role).

Post-Closing Board of Directors and Executive Officers. (a) The Parties shall take all necessary action, including causing the directors of ▇▇▇▇▇▇ Sub to resign, so that effective as of the Closing, ▇▇▇▇▇▇ Sub will appoint a new board of directors pursuant to the terms of the Surviving Purchaser Subsidiary A&R Memorandum and Articles. (b) The Parties shall take all necessary action, including causing the directors of Pubco to resign, so that effective as of the Closing, Pubco’s board of directors (the “Post-Closing Pubco Board”) will consist of between seven (7) to nine (9) individuals. Immediately after the Closing, the Parties shall take all necessary action to designate and appoint to the Post-Closing Pubco Board. If the Post-Closing Pubco Board (i) consists of seven the three (73) members, then (A) two (2) persons shall be individuals that are designated by Purchaser prior to the Closing upon mutual agreement with (the Company’s chairman “Purchaser Directors”), at least two (2) of whom shall qualify as an independent director under Nasdaq rules, and (Bii) five the four (54) persons shall be individuals that are designated by the Company prior to the Closing (the “Company Director DesigneesDirectors”); or , at least two (ii2) consists of nine whom 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 three classes of directors, with (9I) membersone class of directors, then the Class I Directors, initially serving a one (A1) year term, such term effective from the Closing (but any subsequent Class I Directors serving a three (3) persons shall be designated by Purchaser prior to year term), (II) a second class of directors, the Class II Directors, initially serving a two (2) year term, such term effective from the Closing upon mutual agreement with the Company’s chairman (such directors or the directors set forth in Section but any subsequent Class II Directors serving a three (A3) 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 Designee”and one (1) and (B) six (6) persons shall be Company Director Designees. The Purchaser will be allocated to each class as of the Closing, except that the Class III Directors will include two (2) Company Directors and the Company acknowledge and agree that ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ and ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ shall be among the initial Purchaser Director Designees. one (c) The Parties shall take all action necessary, including causing the executive officers of Pubco to resign, so that ▇▇▇▇▇▇ ▇▇▇▇▇▇ can serve as the post-Closing Chief Executive Officer and President.1)

Post-Closing Board of Directors and Executive Officers. (a) The Parties shall take all necessary action, including causing the directors of ▇▇▇▇▇▇ Sub to resign, so that effective as of the Closing, ▇▇▇▇▇▇ Sub will appoint a new board of directors pursuant to the terms of the Surviving Purchaser Subsidiary A&R Memorandum and Articles. (b) The Parties shall take all necessary action, including causing the directors of Pubco to resign, so that effective as of the Closing, Pubco’s board of directors (the “Post-Closing Pubco Board”) will consist of between seven (7) to nine (9) individuals. Immediately after the Closing, the Parties shall take all necessary action to designate and appoint to the Post-Closing Pubco Board. If the Post-Closing Pubco Board individuals comprised of: (i) consists of seven (7) members, then (A) two (2) persons shall be that are designated by the Purchaser prior to the Closing upon mutual agreement with (the Company’s chairman and “Purchaser Directors”), at least one of whom meets the independence requirements of Rule 5605(c)(2)(A) of the Nasdaq rules; (Bii) five four (54) persons shall be that are designated by the Company prior to the Closing (the “Company Director DesigneesDirectors”), at least one (1) of whom meets the independence requirements of Rule 5605(c)(2)(A) of the Nasdaq rules; and (iii) one (1) person that is designated by the Company, with the consent of the Purchaser (which consent shall not be unreasonably withheld, conditioned or delayed), prior to the Closing (iithe “Mutually Agreed Director”, and together the Purchaser Directors and the Company Directors, the "Initial Directors") consists who meets the independence requirements of nine 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 (9e.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 three classes of directors, with (I) membersone class of directors, then the Class I Directors, initially serving a one (A1) year term, such term effective from the Closing (but any subsequent Class I Directors serving a three (3) persons year term), (II) a second class of directors, the Class II Directors, initially serving a two (2) year term, such term effective from the Closing (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. Two of the Company Directors shall be designated by 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 upon mutual agreement Closing, Pubco will provide each Initial Director with the Company’s chairman (such directors or the directors set forth a customary director indemnification agreement, in Section (A), the “Purchaser Director Designee”) customary form and (B) six (6) persons shall be Company Director Designees. The Purchaser and the Company acknowledge and agree that ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ and ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ shall be among the initial Purchaser Director Designeessubstance. (cb) The Company shall select the individuals who will serve as the executive officers of Pubco immediately after Closing. The Parties shall take all action necessary, including causing the executive officers of Pubco to resign, so that ▇▇▇▇▇▇ ▇▇▇▇▇▇ can serve the individuals serving as the post-executive officers of Pubco immediately prior to the Closing Chief Executive Officer and Presidentwill be the same individuals designated by the Company. The individuals serving as executive officers of Pubco immediately prior to the Closing will be the executive officers of Pubco immediately after the Closing.

Post-Closing Board of Directors and Executive Officers. (a) The Parties shall take all necessary action, including causing the certain directors of ▇▇▇▇▇▇ Sub Purchaser and the Company to resign, so that effective as of the Closing, ▇▇▇▇▇▇ Sub the Board of Directors of Purchaser and the Company will appoint a new board of directors pursuant to the terms each consist of the Surviving Purchaser Subsidiary A&R Memorandum and Articles. same seven (b7) The Parties shall take all necessary action, including causing the directors of Pubco to resign, so that effective as of the Closing, Pubco’s board of directors individuals (the “Post-Closing Pubco BoardBoards”) will consist ). Effective as of between seven (7) immediately prior to nine (9) individuals. Immediately after the Closing, the Parties shall take all necessary action to designate and appoint to the Post-Closing Pubco Board. If the Post-Closing Pubco Board Boards: three (i) consists of seven (7) members, then (A) two (23) persons shall be designated by Purchaser prior to the Closing upon mutual agreement with (the Company’s chairman “Purchaser Designees”), and four (B) five (54) persons shall be designated by the Company prior to the Closing (the “Company Director Designees”); or (ii) consists of nine (9) members, then (A) . At least three (3) persons of the Post-Closing Boards shall be designated by qualify as independent directors under Nasdaq rules (the “Independent Directors”, and together with the “Purchaser Designees” and “Company Designees”, the “Post-Closing Directors”). At or prior to the Closing, each Post-Closing upon mutual agreement with the Company’s chairman (such directors or the directors set forth Director shall sign an Indemnification Agreement, in Section (A)form and substance reasonably acceptable to Purchaser, the “Purchaser Company and each Post-Closing Director Designee”) and (B) six (6) persons shall be Company Director Designees. The Purchaser and in substantially the Company acknowledge and agree that ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ and ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ shall be among the initial Purchaser Director Designees.form attached hereto as Exhibit E. (cb) The Parties shall take all action necessary, including causing executive officers to resign as necessary, so that the individuals serving as the executive officers of Pubco Purchaser immediately after the Closing will be the same individuals (in the same offices) as those of the Company immediately prior to resignthe Closing (unless, so that ▇▇▇▇▇▇ ▇▇▇▇▇▇ can at its sole discretion, the Company desires to appoint another qualified person to such roles, in which case, such other person identified by the Company shall serve as the in such role for Purchaser post-Closing Chief Executive Officer and Presidentclosing).

Post-Closing Board of Directors and Executive Officers. (a) The Parties shall take all necessary action, including causing the directors of ▇▇▇▇▇▇ Sub to resign, so that effective as of the Closing, ▇▇▇▇▇▇ Sub will appoint a new board of directors pursuant to the terms of the Surviving Purchaser Subsidiary A&R Memorandum and Articles. (b) The Parties shall take all necessary action, including causing the directors of Pubco to resign, so that effective as of the Closing, Pubco’s board of directors (the “Post-Closing Pubco Board”) will consist of between seven (7) to nine (9) individuals. Immediately after the Closing, the Parties shall take all necessary action to designate and appoint to the Post-Closing Pubco Board. If the Post-Closing Pubco Board (i) consists of seven (7) members, then (A) two (2) persons shall be designated by the Purchaser prior to the Closing upon mutual agreement with (the Company’s chairman “Purchaser Directors”) and (Bii) five seven (57) persons shall be that are designated by the Company prior to the Closing (the “Company Director DesigneesDirectors”); or , at least five (ii5) consists of nine (9) members, then (A) three (3) persons whom shall be designated by Purchaser required to qualify as an independent director under NYSE rules. At or prior to the Closing, Pubco will provide each member of the Post-Closing upon mutual agreement Pubco Board with the Company’s chairman (a customary director indemnification agreement, in form and substance reasonably acceptable to such directors or the directors set forth in Section (A), the “Purchaser Director Designee”) and (B) six (6) persons shall be Company Director Designees. The Purchaser and the Company acknowledge and agree that ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ and ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ shall be among the initial Purchaser Director DesigneesDirector. (cb) The Parties shall take all action necessary, including causing the executive officers of Pubco ▇▇▇▇▇ to resign, so that ▇▇▇▇▇▇ ▇▇▇▇▇▇ can serve the individuals serving as the post-chief executive officer, chief financial officer and chief operating officer, respectively, of Pubco immediately after the Closing Chief Executive Officer and Presidentwill be the same individuals (in the same office) as that of the Company immediately prior to the Closing (unless, at its sole discretion, the Company desires to appoint another qualified person to either such role, in which case, such other person(s) identified by the Company shall serve in such role or roles).

Post-Closing Board of Directors and Executive Officers. (a) The Parties shall take all necessary action, including the Purchaser causing the directors of ▇▇▇▇▇▇ Sub the Purchaser to resign, so that effective as of the Closing, ▇▇▇▇▇▇ Sub will appoint a new board of directors pursuant to the terms of the Surviving Purchaser Subsidiary A&R Memorandum and Articles. (b) The Parties shall take all necessary action, including causing the directors of Pubco to resign, so that effective as of the Closing, PubcoPurchaser’s board of directors (the “Post-Closing Pubco Purchaser Board”) will consist of between seven individuals (7appointed in accordance and such that, as of the Closing, the Post-Closing Purchaser Board shall comply with Nasdaq rules) to nine (9) individualsbe determined by the Company and which such Post-Closing Purchaser Board shall consist of three classes of directors that are as evenly sized as possible. Immediately after the Closing, the Parties shall take all necessary action to designate and appoint to the Post-Closing Pubco Board. If the Post-Closing Pubco Purchaser Board (i) consists of seven (7) members, then (A) the two (2) persons shall be Persons that are designated by the Purchaser prior to the Closing upon mutual agreement with Closing, each of which Persons shall be subject to the Company’s chairman consent (such consent not to be unreasonably withheld, delayed or conditioned) and shall be independent for the purposes of the Nasdaq and the Exchange Act, and (Bii) five (5) persons shall the remaining Persons, all of whom will be designated by the Company prior to the Closing. At or prior to the Closing, one of the Purchaser designees to the Post-Closing (the “Company Director Designees”); or (ii) consists of nine (9) members, then (A) three (3) persons Purchaser Board shall be designated by Purchaser lead independent director. At or prior to the Closing upon mutual agreement with Closing, the Company’s chairman (, if requested, and the Purchaser shall provide each initial director with a customary director indemnification agreement, in form and substance reasonably acceptable to such directors or the directors set forth in Section (A)director, the “Purchaser Director Designee”) and (B) six (6) persons shall be Company Director Designees. The Purchaser and the Company acknowledge and agree that ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ and ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ shall be among the initial Purchaser Director DesigneesPurchaser. (cb) The Parties shall take all action necessary, including the Purchaser causing the executive officers of Pubco Purchaser to resign, so that ▇▇▇▇▇▇ ▇▇▇▇▇▇ can serve the individuals serving as the post-executive officers of the Purchaser immediately after the Closing Chief Executive Officer and Presidentwill be individuals the Company desires to appoint to such roles.