All notices, requests and other communications to any party hereunder shall be in writing and shall be deemed given if delivered personally, facsimiled (which is confirmed) or sent by overnight courier (providing proof of delivery) to the parties at the following addresses: If to RG, to: RG Parent, LLC c/o Tengram Capital Partners 33 Riverside Avenue, First Floor Westport, CT 06880 Attention: Andrew R.
For purposes hereof, the "Excluded Persons" shall mean William Sweedler, Tengram Capital Partners Gen2 Fund, L.P. and each of their respective Related Parties.
Tengram covenants and agrees to vote its Common Stock (including Preferred Stock) and to take any other action reasonably requested by the Company to amend the Company's by-laws or certificate of incorporation so as to avoid any conflict with the provisions hereof.
The Company agrees to include any director nominees designated by Tengram (each, a "Tengram Nominee" and collectively, the "Tengram Nominees") pursuant to this Section 1.1 in the slate of the Board's nominees presented to the Company's stockholders for election.
The parties acknowledge that the Company currently has a staggered Board of Directors, and that it is expected that Tengram always will have one (1) director serving as a Class I Director, Class II Director and Class III Director, and that Tengram always will have the right to nominate one (1) director for election to the Board at each annual meeting of stockholders.