Definition of Nomination Expiration Date

Nomination Expiration Date means the earlier to occur of: (1) the tenth anniversary of the date of this Agreement; and (2) such time as the sum of (i) and (ii) below do not equal in the aggregate at least 22.5% of the then outstanding shares of Company Common Stock, not including any shares of the Company’s Class B Common Stock or shares of Common Stock issued upon conversion of any preferred stock :