Common use of Board Composition Clause in Contracts

Board Composition. To the extent allowed by the national securities exchange on which FFN’s securities are listed, if applicable, FFN shall take reasonable steps to cause (i) to be nominated one designee of the Required Holders to the Board of Directors of FFN (and every committee thereof, except as set forth in this paragraph), which designee shall be (A) reasonably satisfactory to FFN so long as no Event of Default has occurred and is occurring or (B) upon the consummation of a Qualified Initial Public Offering, reasonably acceptable to FFN’s Nominating Committee of the Board of Directors and subject to compliance with the applicable national securities exchange regulations (the “Board Designee”) and (ii) one designee of the Required Holders to be permitted to attend all meetings of the Board of Directors of FFN (and every committee thereof, except as set forth in this paragraph) as an observer (the “Board Observer”). The Board of Directors of FFN will meet at least one (1) time per Fiscal Quarter. If the Board Designee has been designated, he or she will be entitled to receive copies of all materials distributed at all meetings of the Board of Directors of FFN. If the Board Observer has been designated, he or she will be entitled to receive copies of all materials distributed at all meetings of the Board of Directors of FFN (and every committee thereof, except as set forth in this paragraph). However, the Board Observer may be excused from any meeting of the Board of Directors or any committee thereof, and may be limited from receiving any board materials, upon the advice of FFN’s outside counsel and, among other things, will be subject to the same confidentiality requirements as if he or she were a Director. Upon election of the Board Designee, FFN will execute a customary form of indemnification agreement in favor of the Board Designee in his or her capacity as a director of FFN. At all times during the tenure of the Board Designee, FFN shall maintain a directors’ and officers’ liability insurance policy with coverage in an amount not less than $10,000,000 from financially sound and reputable insurers. FFN shall pay to the Board Designee the same compensation for his or her services as a director of FFN as the compensation, if any, paid to non-employee directors of FFN. Notwithstanding any of the foregoing, the Board Designee shall not be entitled to representation on FFN’s Audit Committee, Nominating and Corporate Governance Committee and Compensation Committee.”

Board Composition. To (a) On the extent allowed date of this Agreement, the Company shall cause the Person(s), if any, listed on Schedule B to be designated as Minority Shareholder Observers (as defined below) with all rights set forth in Section 2.1(d) (it being understood that at any time after the date hereof until the date that the Minority Shareholder Observer(s) are appointed to the Board as directors pursuant to the immediately following sentence, the Company shall, promptly upon receipt of a written request from the Minority Shareholder Representative, cause any Person(s) named in such written request to be designated as Minority Shareholder Observer(s); provided, that there may be no more than two Minority Shareholder Observers at any one time). As soon as reasonably practicable following receipt of the Company Shareholder Approval and in any case within one Business Day thereafter, the Board shall increase the size of the Board by two directors and cause such persons to be appointed to the Board as directors; provided, that if the Company Shareholder Approval is not obtained by the national date that is 30 days prior to the Designation Date for the Next Annual Meeting, (i) the Company shall take all commercially reasonable actions necessary to cause the election of two Minority Shareholder Observers to the Board as directors at the Next Annual Meeting or (ii) if the Minority Shareholders no longer beneficially own, in the aggregate, 66% or more of the Minority Shares, the Company shall take all commercially reasonable actions necessary to cause the election of one Minority Shareholder Observer, designated by the Minority Shareholder Representative on behalf of the Minority Shareholders, to be elected to the Board as director at the Next Annual Meeting; in each case, the Company’s obligations to take all commercially reasonable actions necessary to cause the election of such Minority Shareholder Observers to the Board as directors shall include the obligation of the Company to take all actions to cause such Minority Shareholder Observers to be nominated by the Board, including the Governance Committee, for election at the Next Annual Meeting. Thereafter, and for so long as (i) the Minority Shareholders continue to beneficially own, in the aggregate, 66% or more of the Minority Shares (the “Two Designee Threshold”), the Minority Shareholder Representative on behalf of the Minority Shareholders shall have the right to designate two directors for election to the Board and (ii)(x) the Minority Shareholders continue to beneficially own, in the aggregate, 10% or more of the then outstanding Equity Securities, or (y) the Minority Shareholders beneficially own, in the aggregate, less than 10% of the then outstanding Equity Securities but such Minority Shareholders continue to beneficially own, in the aggregate, 33% or more of the Minority Shares (“One Designee Threshold”), then the Minority Shareholder Representative on behalf of the Minority Shareholders shall have the right to designate one director for election to the Board (each such director nominee, including such initial nominees, a “Minority Shareholder Designee”), such percentages in each case calculated on a fully diluted basis giving effect to any securities, warrants, options or other rights convertible into or exchangeable or exercisable for equity securities exchange on which FFN’s securities are listedof the Company, whether or not subject to contingencies or passage of time, or both; provided, that, if applicablethe Minority Shareholders’ beneficial ownership, FFN in the aggregate, of Equity Securities (x) falls below the Two Designee Threshold, then one Minority Shareholder Designee, designated by the Minority Shareholder Representative on behalf of the Minority Shareholders, shall resign from the Board as promptly as practicable upon the Minority Shareholder Representative becoming aware of the Minority Shareholders falling below such threshold, or (y) falls below the One Designee Threshold, then the Minority Shareholder Designee shall resign from the Board as promptly as practicable upon the Minority Shareholder Representative becoming aware of the Minority Shareholders falling below such threshold. So long as the Minority Shareholder Representative, on behalf of the Minority Shareholders, has the right to designate at least one director for election to the Board, one Minority Shareholder Designee designated by the Minority Shareholder Representative on behalf of the Minority Shareholders shall be entitled to serve on each committee of the Board except as prohibited by applicable law or stock exchange requirements; provided, that if such Minority Shareholder Designee is so prohibited, such Minority Shareholder Designee shall nonetheless have the right to participate as a non-voting observer on such committee (any such observer, a “Committee Observer”). In each case, the Company shall take all commercially reasonable steps actions necessary to cause the appointment of such Minority Shareholder Designee(s) (ix) to the Board (including taking all actions to cause such Minority Shareholder Designee(s) to be nominated one designee by the Board, including the Governance Committee, for election at each annual meeting of the Required Holders shareholders of Company (or at any special shareholder meeting of the Company at which the Board is to be elected)) and (y) to the Board of Directors of FFN (and every applicable committee thereof, except as set forth in this paragraph), which designee shall be (A) reasonably satisfactory to FFN so long as no Event of Default has occurred and is occurring or (B) upon the consummation of a Qualified Initial Public Offering, reasonably acceptable to FFN’s Nominating Committee of the Board of Directors and subject (including taking all actions to compliance with cause such Minority Shareholder Designee(s) to be elected by the applicable national securities exchange regulations (the “Board Designee”) and (ii) one designee to serve on such committee of the Required Holders to be permitted to attend all meetings of the Board of Directors of FFN (and every committee thereof, except as set forth in this paragraph) as an observer (the “Board Observer”Board). The Board of Directors of FFN will meet at least one (1) time per Fiscal Quarter. If the Board Designee has been designated, he or she will be entitled to receive copies of all materials distributed at all meetings of the Board of Directors of FFN. If the Board Observer has been designated, he or she will be entitled to receive copies of all materials distributed at all meetings of the Board of Directors of FFN (and every committee thereof, except as set forth in this paragraph). However, the Board Observer may be excused from any meeting of the Board of Directors or any committee thereof, and may be limited from receiving any board materials, upon the advice of FFN’s outside counsel and, among other things, will be subject to the same confidentiality requirements as if he or she were a Director. Upon election of the Board Designee, FFN will execute a customary form of indemnification agreement in favor of the Board Designee in his or her capacity as a director of FFN. At all times during the tenure of the Board Designee, FFN shall maintain a directors’ and officers’ liability insurance policy with coverage in an amount not less than $10,000,000 from financially sound and reputable insurers. FFN shall pay to the Board Designee the same compensation for his or her services as a director of FFN as the compensation, if any, paid to non-employee directors of FFN. Notwithstanding any of the foregoing, the Board Designee shall not be entitled to representation on FFN’s Audit Committee, Nominating and Corporate Governance Committee and Compensation Committee.”

Board Composition. To (a) Effective at the extent allowed by closing of the national securities exchange on which FFNsale of the Company’s securities are listedSeries B Convertible Preferred Stock to the Purchasers pursuant to the Purchase Agreement, if applicablethe Purchasers shall be entitled to designate members to the Board (the “Purchaser Designees”), FFN shall take reasonable steps to cause as follows: (i) one individual designated by North Run Master Fund, LP (the “North Run Designee”), (ii) one individual designated collectively by Deephaven Relative Value Equity Trading Ltd and Deephaven Long Short Equity Trading Ltd (the “Deephaven Designee”); and (iii) in the event the Company’s cash and cash equivalents, determined in accordance with GAAP applied consistently with the Company’s past practice, are less than $15.0 million as of the end of a fiscal quarter as reported on the Company’s balance sheet included in Form 10-Q or Form 10-K for such quarter, the holders of a majority of Preferred Stock shall be entitled to designate one additional director (or such greater number as may be required such that the aggregate number of directors designated pursuant to this Section 2.1 equals the minimum number of directors necessary such that the aggregate number of directors equals at least thirty percent (30%) of the then sitting board members); provided, however, that notwithstanding the foregoing, in no event shall the percentage of board seats that holders of Preferred Stock are entitled to elect exceed their proportion of ownership of voting securities of the Company. Notwithstanding the foregoing, any individual (or individuals) to be nominated one designee of the Required Holders or elected to the Board pursuant to this Agreement that is designated by an initial Purchaser or a Permitted Transferee (pursuant to sections (i) – (iv) of Directors of FFN (and every committee thereof, except as set forth in this paragraph), which designee the Permitted Transferee definition) shall be appointed only after reasonable consultation, review and discussion with the Company’s board of directors and its nominating committee. The Company agrees that its review process for the initial designees shall be completed no later than December 9, 2005. Any individual or individuals to be nominated or elected to the Board pursuant to this Agreement by a Permitted Transferee pursuant solely to section (Av) reasonably satisfactory to FFN so long as no Event of Default has occurred and is occurring or (B) upon the consummation of a Qualified Initial Public Offering, Permitted Transferee definition must first be reasonably acceptable to FFN’s Nominating Committee a majority of the Board of Directors existing directors (excluding the North Run Designee and subject to compliance with the applicable national securities exchange regulations (the “Board Deephaven Designee”) and (ii) one designee of the Required Holders to be permitted to attend all meetings of the Board of Directors of FFN (and every committee thereof), except as set forth in this paragraph) as an observer (the “Board Observer”). The Board of Directors of FFN will meet at least one (1) time per Fiscal Quarter. If the Board Designee has been designated, he or she will be entitled to receive copies of all materials distributed at all meetings of the Board of Directors of FFN. If the Board Observer has been designated, he or she will be entitled to receive copies of all materials distributed at all meetings of the Board of Directors of FFN (and every committee thereof, except as set forth in this paragraph). However, the Board Observer may be excused from any meeting of the Board of Directors or any committee thereof, and may be limited from receiving any board materials, upon the advice of FFN’s outside counsel and, among other things, will be subject to the same confidentiality requirements as if he or she were a Director. Upon election of the Board Designee, FFN will execute a customary form of indemnification agreement in favor of the Board Designee in his or her capacity as a director of FFN. At all times during the tenure of the Board Designee, FFN shall maintain a directors’ and officers’ liability insurance policy with coverage in an amount not less than $10,000,000 from financially sound and reputable insurers. FFN shall pay to the Board Designee the same compensation for his or her services as a director of FFN as the compensation, if any, paid to non-employee directors of FFN. Notwithstanding any of the foregoing, the Board Designee who shall not be entitled to representation on FFN’s Audit Committee, Nominating and Corporate Governance Committee and Compensation Committeeunreasonably withhold or delay their approval of such individual.”

Board Composition. To So long as Holders affiliated with Post or any of their respective Affiliates hold any Securities, Existing Senior Secured Notes, capital stock (in the extent allowed by form of preferred stock or common stock) of the national securities exchange Issuer or warrants to acquire capital of the Issuer, Post, on which FFN’s securities are listedbehalf of such Holders and their respective Affiliates, if as applicable, FFN shall take reasonable steps to cause (i) shall have the right to be nominated designate one designee of the Required Holders for election to the Board of Directors of FFN the Issuer (and every committee thereof, except as set forth in this paragraph), which designee shall either be (A) reasonably satisfactory to FFN so long as no Event of Default has occurred and is occurring an investment professional employed by or (B) upon the consummation of associated in a Qualified Initial Public Offering, consulting or similar capacity with Post or an individual otherwise reasonably acceptable to FFN’s Nominating Committee the majority in interest of the Board of Directors and subject to compliance with the applicable national securities exchange regulations Majority Equity Sponsor (the “Board Designee”) and (ii) shall have the right to designate one designee of the Required Holders to be permitted to attend all meetings of the Board of Directors of FFN the Issuer (and every committee thereof, except as set forth in this paragraph) as an observer, which observer shall either be an investment professional employed by or associated in a consulting or similar capacity with Post or an individual otherwise reasonably acceptable to the majority in interest of the Majority Equity Sponsor (the “Board Observer”). The Board of Directors of FFN the Issuer will meet at least one (1) time per Fiscal Quarterquarter. If the Board Designee has been designated, he or she will be entitled to receive copies of all materials distributed at all meetings of the Board of Directors of FFNthe Issuer (and every committee thereof). If the Board Observer has been designated, he or she will be entitled to receive copies of all materials distributed at all meetings of the Board of Directors of FFN the Issuer (and every committee thereof, except as set forth in this paragraph). However, the Board Observer may be excused from any meeting of the Board of Directors or any committee thereof, and may be limited from receiving any board materials, upon the advice of FFN’s outside counsel and, among other things, will be subject to the same confidentiality requirements as if he or she were a Director. Upon election of the Board Designee, FFN the Issuer will execute a customary form of indemnification agreement in favor of the Board Designee in his or her capacity as a director of FFNthe Issuer. At all times during the tenure of the Board Designee, FFN the Issuer shall maintain a directors’ and officers’ liability insurance policy with coverage in an amount not less than $10,000,000 from financially sound and reputable insurersinsurers with coverage customary for companies similarly situated to the Issuer. FFN shall pay to If the Board Designee is not an employee of Post, the Issuer shall pay him or her the same compensation for his or her services as a director of FFN the Issuer as the compensation, if any, paid to non-employee directors of FFN. Notwithstanding any of the foregoing, the Board Designee shall not be entitled to representation on FFN’s Audit Committee, Nominating and Corporate Governance Committee and Compensation CommitteeIssuer.”

Board Composition. To So long as Holders affiliated with Beach Point or any of their respective Affiliates hold any Securities, New Notes, or capital stock (in the form of preferred stock or common stock) of the Issuer, and to the extent allowed by the national securities exchange on which FFNthe Issuer’s securities are listed, if applicable, FFN Beach Point, on behalf of such Holders and their respective Affiliates, as applicable, (i) shall have the right to designate, and the Issuer shall take reasonable steps to cause (i) to be nominated nominated, one designee of the Required Holders for election to the Board of Directors of FFN the Issuer (and every committee thereof, except as set forth in this paragraph), which designee shall be (A) reasonably satisfactory to FFN the Issuer so long as no Event of Default has occurred and is occurring continuing or (B) upon the consummation of a Qualified Initial Public Offering, reasonably acceptable to FFNthe Issuer’s Nominating Committee of the Board of Directors and subject to compliance with the applicable national securities exchange regulations (the “Board Designee”) and (ii) shall have the right to designate one designee of the Required Holders to be permitted to attend all meetings of the Board of Directors of FFN the Issuer (and every committee thereof, except as set forth in this paragraph) as an observer (the “Board Observer”). The Board of Directors of FFN the Issuer will meet at least one (1) time per Fiscal Quarterfiscal quarter. If the Board Designee has been designated, he or she will be entitled to receive copies of all materials distributed at all meetings of the Board of Directors of FFNthe Issuer. If the Board Observer has been designated, he or she will be entitled to receive copies of all materials distributed at all meetings of the Board of Directors of FFN the Issuer (and every committee thereof, except as set forth in this paragraph). However, the Board Observer may be excused from any meeting of the Board of Directors or any committee thereof, and may be limited from receiving any board materials, upon the advice of FFNthe Issuer’s outside counsel and, among other things, will be subject to the same confidentiality requirements as if he or she were a Director. Upon election of the Board Designee, FFN the Issuer will execute a customary form of indemnification agreement in favor of the Board Designee in his or her capacity as a director of FFNthe Issuer. At all times during the tenure of the Board Designee, FFN the Issuer shall maintain a directors’ and officers’ liability insurance policy with coverage in an amount not less than $10,000,000 from financially sound and reputable insurers. FFN The Issuer shall pay to the Board Designee the same compensation for his or her services as a director of FFN the Issuer as the compensation, if any, paid to non-employee directors of FFNthe Issuer. Notwithstanding any of the foregoing, the Board Designee shall not be entitled to representation on FFNthe Issuer’s Audit Committee, Nominating and Corporate Governance Committee and Compensation Committee.”

Board Composition. To the extent allowed by the national securities exchange So long as Holders affiliated with Post or any of their respective Affiliates hold any Securities, Post, on which FFN’s securities are listedbehalf of such Holders and their respective Affiliates, if as applicable, FFN shall take reasonable steps to cause (i) shall have the right to be nominated designate one designee of the Required Holders for election to the Board of Directors of FFN the Issuer (and every committee thereof, except as set forth in this paragraph), which designee shall either be (A) reasonably satisfactory to FFN so long as no Event of Default has occurred and is occurring an investment professional employed by or (B) upon the consummation of associated in a Qualified Initial Public Offering, consulting or similar capacity with Post or an individual otherwise reasonably acceptable to FFN’s Nominating Committee the majority in interest of the Board of Directors and subject to compliance with the applicable national securities exchange regulations Majority Equity Sponsor (the “Board Designee”) and (ii) shall have the right to designate one designee of the Required Holders to be permitted to attend all meetings of the Board of Directors of FFN the Issuer (and every committee thereof, except as set forth in this paragraph) as an observer, which observer shall either be an investment professional employed by or associated in a consulting or similar capacity with Post or an individual otherwise reasonably acceptable to the majority in interest of the Majority Equity Sponsor (the “Board Observer”). The Board of Directors of FFN the Issuer will meet at least one (1) time per Fiscal Quarterquarter. If the Board Designee has been designated, he or she will be entitled to receive copies of all materials distributed at all meetings of the Board of Directors of FFNthe Issuer (and every committee thereof). If the Board Observer has been designated, he or she will be entitled to receive copies of all materials distributed at all meetings of the Board of Directors of FFN the Issuer (and every committee thereof, except as set forth in this paragraph). However, the Board Observer may be excused from any meeting of the Board of Directors or any committee thereof, and may be limited from receiving any board materials, upon the advice of FFN’s outside counsel and, among other things, will be subject to the same confidentiality requirements as if he or she were a Director. Upon election of the Board Designee, FFN the Issuer will execute a customary form of indemnification agreement in favor of the Board Designee in his or her capacity as a director of FFNthe Issuer. At all times during the tenure of the Board Designee, FFN the Issuer shall maintain a directors’ and officers’ liability insurance policy with coverage in an amount not less than $10,000,000 from financially sound and reputable insurersinsurers with coverage customary for companies similarly situated to the Issuer. FFN shall pay to If the Board Designee is not an employee of Post, the Issuer shall pay him or her the same compensation for his or her services as a director of FFN the Issuer as the compensation, if any, paid to non-employee directors of FFN. Notwithstanding any of the foregoing, the Board Designee shall not be entitled to representation on FFN’s Audit Committee, Nominating and Corporate Governance Committee and Compensation CommitteeIssuer.”

Board Composition. To So long as Holders affiliated with Beach Point or any of their respective Affiliates hold any Securities, Existing Senior Secured Notes, or capital stock (in the form of preferred stock or common stock) of the Issuer, and to the extent allowed by the national securities exchange on which FFNthe Issuer’s securities are listed, if applicable, FFN Beach Point, on behalf of such Holders and their respective Affiliates, as applicable, (i) shall have the right to designate, and the Issuer shall take reasonable steps to cause (i) to be nominated nominated, one designee of the Required Holders for election to the Board of Directors of FFN the Issuer (and every committee thereof, except as set forth in this paragraph), which designee shall be (A) reasonably satisfactory to FFN the Issuer so long as no Event of Default has occurred and is occurring continuing or (B) upon the consummation of a Qualified Initial Public Offering, reasonably acceptable to FFNthe Issuer’s Nominating Committee of the Board of Directors and subject to compliance with the applicable national securities exchange regulations (the “Board Designee”) and (ii) shall have the right to designate one designee of the Required Holders to be permitted to attend all meetings of the Board of Directors of FFN the Issuer (and every committee thereof, except as set forth in this paragraph) as an observer (the “Board Observer”). The Board of Directors of FFN the Issuer will meet at least one (1) time per Fiscal Quarterfiscal quarter. If the Board Designee has been designated, he or she will be entitled to receive copies of all materials distributed at all meetings of the Board of Directors of FFNthe Issuer. If the Board Observer has been designated, he or she will be entitled to receive copies of all materials distributed at all meetings of the Board of Directors of FFN the Issuer (and every committee thereof, except as set forth in this paragraph). However, the Board Observer may be excused from any meeting of the Board of Directors or any committee thereof, and may be limited from receiving any board materials, upon the advice of FFNthe Issuer’s outside counsel and, among other things, will be subject to the same confidentiality requirements as if he or she were a Director. Upon election of the Board Designee, FFN the Issuer will execute a customary form of indemnification agreement in favor of the Board Designee in his or her capacity as a director of FFNthe Issuer. At all times during the tenure of the Board Designee, FFN the Issuer shall maintain a directors’ and officers’ liability insurance policy with coverage in an amount not less than $10,000,000 from financially sound and reputable insurers. FFN The Issuer shall pay to the Board Designee the same compensation for his or her services as a director of FFN the Issuer as the compensation, if any, paid to non-employee directors of FFNthe Issuer. Notwithstanding any of the foregoing, the Board Designee shall not be entitled to representation on FFNthe Issuer’s Audit Committee, Nominating and Corporate Governance Committee and Compensation Committee.”

Board Composition. To From the extent allowed Closing Date and until the consummation of an IPO or Sale, (i) the GSRP Board shall consist of not less than five (5) and not more than nine (9) directors, and (ii) GSAM shall have the right to designate one (1) director (the “GSAM Director”) of GSRP who shall be appointed to the GSRP Board as of the Closing Date. Prior to an IPO, all material approvals of the board of directors of GSRP Holdings will also be subject to approval of the GSRP Board. Following an IPO, for so long as the GSAM Entities and their Affiliates, collectively, have an ownership interest in GSRP Holdings representing at least five percent (5%) of the outstanding shares of common stock of GSRP Holdings, GSAM shall have the right to designate one (1) GSAM Director of GSRP Holdings, who shall be appointed to the GSRP Holdings Board as of the closing of the IPO or such earlier date as GSAM shall specify and who shall thereafter be included in the slate of nominees recommended by the national GSRP Holdings Board (or any authorized committee thereof) to GSRP Holdings’ stockholders for election to the GSRP Holdings Board at each meeting of stockholders of GSRP Holdings at which the class of directors that includes the GSAM Director is up for election; provided, however, that the GSAM Director shall not be engaged in any activities that are competitive to the GSRP Entities and may but need not be an employee of GSAM and the service of such individual on the Board shall not otherwise violate Applicable Law. Subject to Applicable Law and the listing rules of the principal securities exchange on which FFN’s securities the shares of common stock of GSRP Holdings are listed, if applicable, FFN for as long as GSAM has a right to designate a director pursuant to this Section 2.08 the GSAM Director shall take reasonable steps to cause (i) be entitled to be nominated one designee a member of all of the Required Holders committees of the GSRP Holdings Board. For as long as GSAM declines to exercise a right it then has to designate the GSAM Director to the Board of Directors of FFN (and every committee thereofGSRP Holdings Board, except as set forth in this paragraph), which designee GSAM shall be (A) reasonably satisfactory entitled to FFN so long as no Event of Default has occurred and is occurring or (B) upon the consummation of designate a Qualified Initial Public Offering, reasonably acceptable to FFN’s Nominating Committee of the Board of Directors and subject to compliance with the applicable national securities exchange regulations (the “Board Designee”) and (ii) one designee of the Required Holders to be permitted to attend all meetings of the Board of Directors of FFN (and every committee thereof, except as set forth in this paragraph) as an board observer (the “Board GSAM Observer”). The Board of Directors of FFN will meet at least one (1) time per Fiscal Quarter. If if such individual enters into a board observer agreement with GSRP Holdings in the Board Designee has been designated, he or she will be entitled to receive copies of all materials distributed at all meetings of form attached as Exhibit F. Notwithstanding the Board of Directors of FFN. If the Board Observer has been designated, he or she will be entitled to receive copies of all materials distributed at all meetings of the Board of Directors of FFN (and every committee thereof, except as set forth in this paragraph). Howeverforegoing, the GSRP Holdings Board Observer may be excused from any meeting of the Board of Directors or any committee thereofthereof may exclude the GSAM Director or the GSAM Observer, as applicable, from the relevant portion of any meeting to the extent any conflicts of interest exist between any GSAM Entity, the GSAM Director or the GSAM Observer, on the one hand, and may be limited from receiving any board materialsthe GSRP Entities, upon on the advice other. Subject to Applicable Law, at each meeting of FFN’s outside counsel andstockholders at which the class of directors that includes the GSAM Director is up for election, among other things, will be subject to the same confidentiality requirements as if he or she were a Director. Upon election of the Board Designee, FFN will execute a customary form of indemnification agreement GSRP Holdings shall solicit proxies in favor of the Board Designee in his or her capacity as a director of FFN. At all times during the tenure election of the Board Designee, FFN shall maintain a directors’ GSAM Director in the same manner and officers’ liability insurance policy with coverage in an amount not less than $10,000,000 from financially sound and reputable insurers. FFN shall pay to the Board Designee the same compensation for his or her services extent as a director of FFN as the compensation, if any, paid to non-employee directors of FFN. Notwithstanding any other members of the foregoingGSRP Holdings Board. If the GSAM Director resigns or is removed from the GSRP Holdings Board or is unable to serve on the GSRP Holdings Board due to death or disability, the Board Designee shall not and at such time GSAM continues to be entitled to representation on FFN’s Audit Committeedesignate the GSAM Director, Nominating GSAM shall have the right to designate a successor who shall be appointed to the GSRP Holdings Board as promptly as practicable following the designation thereof and Corporate Governance Committee and Compensation Committeeshall be treated as the GSAM Director for all purposes of this Agreement.”

Board Composition. To the extent allowed not prohibited by the national securities exchange on which FFN’s securities are listed, if applicable, and upon the written request of the Required Holders, FFN shall take reasonable steps to cause (i) to be nominated one designee of the Required Holders to the Board of Directors of FFN (and every committee thereof, except as set forth in this paragraphSection 4.1(m)), which designee shall be (A) reasonably satisfactory to FFN so long as no Event of Default has occurred and is occurring continuing, shall not be unreasonably disapproved by FFN’s Nominating and Corporate Governance Committee or (B) upon the consummation of a Qualified Initial Public Offering, reasonably acceptable to FFN’s Nominating Committee of the Board of Directors and shall be subject to compliance with the applicable national securities exchange regulations and, so long as no Event of Default has occurred and is continuing, shall not be unreasonably disapproved by FFN’s Nominating and Corporate Governance Committee of the Board of Directors (the each a “Board Designee”) and (ii) one designee of the Required Holders to be permitted to attend all meetings of the Board of Directors of FFN (and every committee thereof, except as set forth in this paragraphSection 4.1(m)) as an observer (the “Board Observer”). To the extent the Board of Directors of FFN has more than ten members, the Required Holders shall be entitled to one additional Board Designee who shall, so long as no Event of Default has occurred and is continuing, not be unreasonably disapproved by FFN’s Nominating and Corporate Governance Committee. The Board of Directors of FFN will meet at least one (1) time per Fiscal Quarter. If the a Board Designee has been designated, he or she will be entitled to receive copies of all materials distributed at all meetings of the Board of Directors of FFN. If the Board Observer has been designated, he or she will be entitled to receive copies of all materials distributed at all meetings of the Board of Directors of FFN (and every committee thereof, except as set forth in this paragraphSection 4.1(m)). However, the Board Observer may be excused from any meeting of the Board of Directors or any committee thereof, and may be limited from receiving any board materials, upon the advice of FFN’s outside counsel and, among other things, will be subject to the same confidentiality requirements as if he or she were a Directordirector. Upon election of the a Board Designee, FFN will execute a customary form of indemnification agreement in favor of the such Board Designee in his or her capacity as a director of FFN. At all times during the tenure of the a Board Designee, FFN shall maintain a directors’ and officers’ liability insurance policy with coverage in an amount not less than $10,000,000 from financially sound and reputable insurers. FFN shall pay to the each Board Designee the same compensation for his or her services as a director of FFN as the compensation, if any, paid to non-employee directors of FFN. Notwithstanding any of the foregoing, the no Board Designee shall not be entitled to representation on FFN’s Audit Committee, Nominating and Corporate Governance Committee and Compensation Committee.”

Board Composition. To (a) The Investor Designees to be appointed as of the extent allowed by Effective Date and upon receipt of FCC Approval will consist of the national securities exchange individuals set forth on which FFN’s securities are listedExhibit A hereto; provided, that if any such individual is unwilling or unable to serve as an Investor Designee at such time, the Investor may replace such person between the date hereof and the Effective Date or the date of FCC Approval, as applicable, FFN shall take reasonable steps with any other person that is permitted to cause be an Investor Designee pursuant to this Section 2(a). After the Effective Date, (i) for so long as the Investor’s As-Converted Common Stock Ownership Percentage is at least 10%, the Investor shall be entitled to be nominated nominate one designee of the Required Holders (1) Investor Designee to the Board (provided, that after the receipt of Directors of FFN (and every committee thereofFCC Approval, except as set forth in this paragraph), which designee shall be (A) reasonably satisfactory to FFN for so long as no Event of Default has occurred and the Investor’s As-Converted Common Stock Ownership Percentage is occurring or at least 20%, the Investor shall be entitled to nominate two (B2) upon Investor Designees to the consummation of a Qualified Initial Public OfferingBoard), reasonably acceptable to FFN’s Nominating Committee of the Board of Directors and subject to compliance with the applicable national securities exchange regulations (the “Board Designee”) and (ii) for so long as the Investor’s As-Converted Common Stock Ownership Percentage is at least 5%, the Investor shall be entitled to appoint one designee of (1) additional Investor Designee as an Investor Board Observer to the Required Holders to Board. The Investor Board Observer shall be permitted to attend all attend, strictly as an observer, meetings of the Board of Directors of FFN (and every committee thereof, except as set forth in this paragraph) as an observer (the “Board Observer”). The Board of Directors of FFN will meet at least one (1) time per Fiscal Quarter. If material information delivered to the Board Designee has been designated, he or she will shall be entitled delivered to receive copies of all materials distributed at all meetings of the Board of Directors of FFN. If the Investor Board Observer has been designatedat substantially the same time as delivered to other non-executive directors; provided, he or she will be entitled however, that the Company shall have the right to receive copies of all materials distributed at all meetings of withhold any information and to exclude the Board of Directors of FFN (and every committee thereof, except as set forth in this paragraph). However, the Investor Board Observer may be excused from all or any portion of any meeting of the Board of Directors Board, or any committee thereof, and may if access to such information or attendance at such meeting or portion of a meeting could reasonably be limited from receiving expected to (i) materially jeopardize the attorney-client privilege or work product protection or (ii) violate any board materialsapplicable law. The Investor Board Observer shall not have any voting rights with respect to any matters considered or determined by the Board or any committee thereof. Any action taken by the Board at any meeting will not be invalidated by the absence of the Investor Board Observer at such meeting. The Company shall, upon at any annual or special meeting of stockholders of the advice of FFN’s outside counsel andCompany or action by written consent at which directors are to be elected, among other things, will be subject to the same confidentiality requirements as if he or she were a Director. Upon election fulfillment of the requirements set forth in Section 2(b), nominate the Investor Designees (other than any Investor Board DesigneeObservers) for election to the Board and use all reasonable efforts to cause such Investor Designees to be elected as directors. In connection therewith, FFN will execute a customary form the Board shall recommend that the holders of indemnification agreement the Common Stock vote in favor of such Investor Designees and shall support such Investor Designees in a manner no less rigorous and favorable than the Board Designee manner in his or her capacity as a director of FFN. At all times during which the tenure of Company supports the Board Designee, FFN shall maintain a directors’ and officers’ liability insurance policy with coverage in an amount not less than $10,000,000 from financially sound and reputable insurers. FFN shall pay to the Board Designee the same compensation for his or her services as a director of FFN as the compensation, if any, paid to non-employee directors of FFN. Notwithstanding any of the foregoing, the Board Designee shall not be entitled to representation on FFNBoard’s Audit Committee, Nominating and Corporate Governance Committee and Compensation Committeeother nominees.”

Board Composition. To the extent allowed not prohibited by the national securities exchange on which FFN’s securities are listed, if applicable, upon the occurrence of an Event of Default, FFN shall take reasonable steps to cause (i) to be nominated one designee of the Required Holders to the Board of Directors of FFN (and every committee thereof, except as set forth in this paragraph), which designee shall be ) (A) reasonably satisfactory to FFN so long as no Event of Default has occurred and is occurring or (B) upon the consummation of each a Qualified Initial Public Offering, reasonably acceptable to FFN’s Nominating Committee of the Board of Directors and subject to compliance with the applicable national securities exchange regulations (the “Board Designee”) and (ii) one designee of the Required Holders to be permitted to attend all meetings of the Board of Directors of FFN (and every committee thereof, except as set forth in this paragraph) as an observer (the “Board Observer”); provided, that, if, at the time of the occurrence of such Event of Default, the Consolidated Leverage Ratio of FFN and its Subsidiaries is equal to or greater than 5.00:1.00 for the immediately preceding four Fiscal Quarters, then, until all Obligations are repaid in full (or such earlier date as otherwise agreed to in writing by the Required Holders), the Required Holders shall be entitled to one additional Board Designee. The Board of Directors of FFN will meet at least one (1) time per Fiscal Quarter. If the a Board Designee has been designated, he or she will be entitled to receive copies of all materials distributed at all meetings of the Board of Directors of FFN. If the Board Observer has been designated, he or she will be entitled to receive copies of all materials distributed at all meetings of the Board of Directors of FFN (and every committee thereof, except as set forth in this paragraph). However, the Board Observer may be excused from any meeting of the Board of Directors or any committee thereof, and may be limited from receiving any board materials, upon the advice of FFN’s outside counsel and, among other things, will be subject to the same confidentiality requirements as if he or she were a Directordirector. Upon election of the a Board Designee, FFN will execute a customary form of indemnification agreement in favor of the such Board Designee in his or her capacity as a director of FFN. At all times during the tenure of the a Board Designee, FFN shall maintain a directors’ and officers’ liability insurance policy with coverage in an amount not less than $10,000,000 from financially sound and reputable insurers. FFN shall pay to the each Board Designee the same compensation for his or her services as a director of FFN as the compensation, if any, paid to non-employee directors of FFN. Notwithstanding any of the foregoing, the Board Designee shall not be entitled to representation on FFN’s Audit Committee, Nominating and Corporate Governance Committee and Compensation Committee.”