Common use of Replacement Directors; Vacancies; Removal of Directors Clause in Contracts

Replacement Directors; Vacancies; Removal of Directors. In the event that any Preferred Director or Independent Director designated in the manner set forth in Section 2(a) hereof is unable to serve, or once having commenced to serve, is removed or withdraws from the Board (a “Withdrawing Director”), such Withdrawing Director’s replacement (the “Substitute Director”) will be designated exclusively by the Person(s) whose previously designated representative vacated the Board in accordance with the terms of the Certificate of Incorporation. The Investors and the Company agree to take all action within their respective power, including but not limited to, the voting of (or acting by written consent with respect to) voting capital stock of the Company Owned by them (i) to cause the election of such Substitute Director promptly following his or her nomination pursuant to this Section 2(b), (ii) upon the written request of the holders of at least a majority of the outstanding shares of the Series A-1 Preferred Stock, exclusively and as a separate class, in accordance with the terms of the Certificate of Incorporation, to remove, with or without cause, any Series A-1 Preferred Director in accordance with the terms of the Certificate of Incorporation, (iii) upon the written request of the holders of at least a majority of the outstanding shares of the Series B Preferred Stock, exclusively and as a separate class, in accordance with the terms of the Certificate of Incorporation, to remove, with or without cause, any Series B Preferred Director in accordance with the terms of the Certificate of Incorporation; (iv) upon the written request of (x) the Majority Institutional Investors and Xxxxxx Xxxxx for so long as Xx. Xxxxx is an employee of the Company or its subsidiaries, or (y) if Xx. Xxxxx is no longer an employee of the Company, the Required Board Approval, to remove, with or without cause, any Independent Director; or (v) upon the written request of the holders of at least a majority of the outstanding shares of the Series A-1 Preferred Stock, to remove, with or without cause, the Mutual Director; provided that, if Xxxxxx Xxxxx is an employee of the Company or its subsidiaries at the time of the proposed removal pursuant to this Section 2(b)(iv), such removal shall be reasonably acceptable to Xx. Xxxxx. For the avoidance of doubt, the fact that the stockholder(s) of the Company entitled to designate a representative of the Board pursuant to Section 2(a) fails to do so shall not in any way permit any Person other than such stockholder(s) to fill such vacancy. The Series A-1 Preferred Directors and the Mutual Director shall be deemed the Series A-1 Directors (as defined in the Certificate of Incorporation) for purposes of the Certificate of Incorporation and the Series B Preferred Director shall be deemed the Series B Director (as defined in the Certificate of Incorporation) for purposes of the Certificate of Incorporation.

Replacement Directors; Vacancies; Removal of Directors. In the event that any Preferred Tiptree Director, Warburg Director or Independent other Director designated in the manner set forth in Section 2(a1(a) hereof is unable to serve, or once having commenced to serve, is removed (in accordance with the terms hereof) or withdraws from the Board (a “Withdrawing Director”), such Withdrawing Director’s replacement (the “Substitute Director”) will be designated exclusively by the Person(s) whose previously designated representative vacated the Board in accordance with the terms of the Certificate of IncorporationIncorporation and this Agreement. The Investors and the Company agree to take all action within their respective power, including but not limited to, convening and attending one or more regular or special meetings and the voting of (or acting by written consent with respect to) voting capital stock of the Company Owned by them (i) to cause the election of such Substitute Director promptly following his or her nomination designation pursuant to this Section 2(b1(b), or (ii) upon (and only upon) the written request of the holders of at least applicable Person(s) who designated a majority of the outstanding shares of the Series A-1 Preferred StockDirector pursuant to clause (A), exclusively and as a separate class(B) or (C) (for clarity, in accordance with the terms case of (C), by mutual agreement between the Certificate Tiptree Investors and the Warburg Investors), as applicable, of IncorporationSection 1(a)(i), to remove, with or without cause, any Series A-1 Preferred such Director in accordance with the terms of the Certificate of Incorporation, (iii) upon the written request of the holders of at least . In no event shall any Investor vote to remove a majority of the outstanding shares of the Series B Preferred Stock, exclusively and as a separate class, Director other than in accordance with the terms of the Certificate of Incorporation, to remove, with or without cause, any Series B Preferred Director in accordance with the terms of the Certificate of Incorporation; (iv) upon the written request of (x) the Majority Institutional Investors and Xxxxxx Xxxxx for so long as Xx. Xxxxx is an employee of the Company or its subsidiaries, or (y) if Xx. Xxxxx is no longer an employee of the Company, the Required Board Approval, to remove, with or without cause, any Independent Director; or (v) upon the written request of the holders of at least a majority of the outstanding shares of the Series A-1 Preferred Stock, to remove, with or without cause, the Mutual Director; provided that, if Xxxxxx Xxxxx is an employee of the Company or its subsidiaries at the time of the proposed removal pursuant to this Section 2(b)(iv), such removal shall be reasonably acceptable to Xx. XxxxxAgreement. For the avoidance of doubt, the fact that the stockholder(s) of the Company entitled to designate a representative of the Board pursuant to Section 2(a1(a) fails to do so shall not in any way permit any Person other than such stockholder(s) to fill such vacancy. The Series A-1 Preferred Directors and If the Mutual CEO Director is no longer Chief Executive Officer of the Company, then the CEO Director shall be deemed to have resigned from the Series A-1 Directors (as defined in the Certificate of Incorporation) for purposes Board immediately upon ceasing to be Chief Executive Officer of the Certificate of Incorporation Company and the Series B Preferred Director vacancy created thereby shall be deemed filled with the Series B Director (as defined in the Certificate of Incorporation) for purposes new Chief Executive Officer of the Certificate of IncorporationCompany, if any.

Replacement Directors; Vacancies; Removal of Directors. In the event that any Preferred Tiptree Director, Warburg Director or Independent other Director designated in the manner set forth in Section 2(a1(a) hereof is unable to serve, or once having commenced to serve, is removed (in accordance with the terms hereof) or withdraws from the Board (a “Withdrawing Director”), such Withdrawing Director’s replacement (the “Substitute Director”) will be designated exclusively by the Person(s) whose previously designated representative vacated the Board in accordance with the terms of the Certificate of IncorporationIncorporation and this Agreement. The Investors and the Company agree to take all action within their respective power, including but not limited to, convening and attending one or more regular or special meetings and the voting of (or acting by written consent with respect to) voting capital stock of the Company Owned by them (i) to cause the election of such Substitute Director promptly following his or her nomination designation pursuant to this Section 2(b1(b), or (ii) upon (and only upon) the written request of the holders applicable Person(s) who designated a Director pursuant to clauses (A), (B) or (C) as applicable, of at least a majority of the outstanding shares of the Series A-1 Preferred Stock, exclusively and as a separate class, in accordance with the terms of the Certificate of IncorporationSection 1, to remove, with or without cause, any Series A-1 Preferred such Director in accordance with the terms of the Certificate of Incorporation, (iii) upon the written request of the holders of at least . In no event shall any Investor vote to remove a majority of the outstanding shares of the Series B Preferred Stock, exclusively and as a separate class, Director other than in accordance with the terms of the Certificate of Incorporation, to remove, with or without cause, any Series B Preferred Director in accordance with the terms of the Certificate of Incorporation; (iv) upon the written request of (x) the Majority Institutional Investors and Xxxxxx Xxxxx for so long as Xx. Xxxxx is an employee of the Company or its subsidiaries, or (y) if Xx. Xxxxx is no longer an employee of the Company, the Required Board Approval, to remove, with or without cause, any Independent Director; or (v) upon the written request of the holders of at least a majority of the outstanding shares of the Series A-1 Preferred Stock, to remove, with or without cause, the Mutual Director; provided that, if Xxxxxx Xxxxx is an employee of the Company or its subsidiaries at the time of the proposed removal pursuant to this Section 2(b)(iv), such removal shall be reasonably acceptable to Xx. XxxxxAgreement. For the avoidance of doubt, the fact that the stockholder(s) of the Company entitled to designate a representative of the Board pursuant to Section 2(a1(a) fails to do so shall not in any way permit any Person other than such stockholder(s) to fill such vacancy. The Series A-1 Preferred Directors and If the Mutual CEO Director is no longer Chief Executive Officer of the Company, then the CEO Director shall be deemed to have resigned from the Series A-1 Directors (as defined in the Certificate of Incorporation) for purposes of the Certificate of Incorporation Board immediately upon ceasing to be Chief Executive Officer and the Series B Preferred Director vacancy created thereby shall be deemed filled with the Series B Director (as defined in the Certificate of Incorporation) for purposes of the Certificate of Incorporationnew Chief Executive Officer, if any.