Common use of Board Representation Clause in Contracts

Board Representation. (a) From and after the Closing until Purchasers and/or their Affiliates no longer hold at least 10% of the outstanding Common Stock, Purchasers shall have the right to designate one (1) member of the Board; from and after the Closing until Purchasers and/or their Affiliates no longer hold at least 15% of the outstanding Common Stock, Purchasers shall have the right to designate a second member of the Board; from and after the Closing until Purchasers and/or their Affiliates no longer hold at least 20% of the outstanding Common Stock, Purchasers shall have the right to designate a third member of the Board; from and after the Closing until Purchasers and/or their Affiliates no longer hold at least 40% of the outstanding Common Stock, Purchasers shall have the right to designate a fourth member of the Board; and from and after the Closing until Purchasers and/or their Affiliates no longer hold at least 50% of the outstanding Common Stock, Purchasers shall have the right to designate a fifth member of the Board (collectively, the “Investor Directors”).The Company shall recommend the election of the Investor Directors at each meeting of shareholders where the election of directors is considered and shall use its best efforts to cause the Investor Directors to be elected and re-elected to the Board. Purchasers shall have the right to remove or replace any of the Investor Directors by giving notice to such Investor Director and the Company, and the Company shall use its best efforts to effect the removal or replacement of any such Investor Director. Unless prohibited by applicable law, Investors shall have the right to have two Investor Directors, as determined by Purchasers, be members of each committee of the Board, and the Company shall use its best efforts to appoint and maintain such Investor Directors on each committee of the Board, as requested by Purchasers. Any Investor Director who is not a member of a committee of the Board shall have the right to attend all meetings of such committee as a non-voting observer.

Board Representation. Company shall promptly take any and all actions (a) From and after including by increasing the Closing until Purchasers and/or their Affiliates no longer hold at least 10% of the outstanding Common Stock, Purchasers shall have the right to designate one (1) member of the Board; from and after the Closing until Purchasers and/or their Affiliates no longer hold at least 15% of the outstanding Common Stock, Purchasers shall have the right to designate a second member of the Board; from and after the Closing until Purchasers and/or their Affiliates no longer hold at least 20% of the outstanding Common Stock, Purchasers shall have the right to designate a third member of the Board; from and after the Closing until Purchasers and/or their Affiliates no longer hold at least 40% of the outstanding Common Stock, Purchasers shall have the right to designate a fourth member of the Board; and from and after the Closing until Purchasers and/or their Affiliates no longer hold at least 50% of the outstanding Common Stock, Purchasers shall have the right to designate a fifth member size of the Board of Directors) as may be required under the laws of its state of incorporation, its certificate of incorporation and bylaws and any all other applicable laws set forth by any governmental authority in order to (collectivelyi) cause, within five (5) Trading Days of the “Investor Directors”).The Company shall recommend Closing Date (or such later date as elected by Original Purchaser), (x) the election of one director designated by Original Purchaser (and, not more than five (5) Trading Days after the Investor Directors at each meeting date on which Original Purchaser funds an aggregate amount of shareholders where $20,000,000 of additional Indebtedness or equity pursuant to its Right of First Offer as set forth in Section 2.1(c), the election of an additional two directors is considered designated by Original Purchaser), which designees shall be independent under Section 5605(a)(2) of the rules of the Nasdaq Stock Market (the “Independence Rules”), to serve as members of the Board of Directors from the date hereof until such director designees’ resignation, death, removal or disqualification (the “Purchaser Designees”) and shall use its best efforts (ii) until such time as Original Purchaser ceases to cause hold any Securities, include the Investor Directors to be elected and Purchaser Designees as nominees for election or re-elected to the Board. Purchasers shall have the right to remove or replace any election as members of the Investor Directors by giving notice to such Investor Director and the Company, and the Company shall use its best efforts to effect the removal or replacement Board of any such Investor Director. Unless prohibited by applicable law, Investors shall have the right to have two Investor Directors, as determined by Purchasersthe case may be, in the proxy statement to be members sent to any holders of each committee Company’s capital stock in connection with any annual or special meeting of such holders entitled to vote on such matters if the re-election of the Board, and the Company shall use its best efforts to appoint and maintain such Investor Directors on each committee of the Board, as requested by Purchasers. Any Investor Director who is not a member of a committee members of the Board of Directors shall have be proposed by the right Board of Directors in such proxy statement and, in such instance, the Board of Directors shall recommend to attend all meetings any such holders of its capital stock entitled to vote at such committee meeting in such proxy statement the election or re-election, as a non-voting observerapplicable, of the Purchaser Designees.

Board Representation. (a) From and after Within five days following the Closing until Purchasers and/or their Affiliates no longer hold at least 10% purchase by the Holder of all of the outstanding shares of Common StockStock held by The Morgxx Xxxnxxx Xxxeraged Equity Fund II, Purchasers L.P. and Quinx Xxx Company Ltd., the Company shall have cause two nominees of the right Holder (each, a "Holder Designee") to designate be appointed or elected to the Board of Directors of the Company and one (1) such nominee designated by the Holder to be appointed to the Compensation Committee and Audit Committee of the Board of Directors and, if established, the Executive Committee of the Board of Directors, such nominees to serve until the next annual meeting of shareholders of the Company and until their respective successors are elected and qualified or until their earlier death, resignation or removal from office. The Company agrees to continue to cause two nominees of the Holder or Holders to be nominated for election to the Board of Directors of the Company at each annual meeting of the Company's shareholders thereafter. The Holder agrees that no Holder Designee shall be a director or officer of an independent exploration and production company that could reasonably be viewed as a competitor of the Company. To the extent the Company's proxy statement for any annual meeting of shareholders includes a recommendation regarding the election of any other nominees to the Company's Board of Directors, the Company agrees to include a recommendation of its Board of Directors that the shareholders also vote in favor of the Holder's or Holders' nominees. The Company shall appoint such designee or designees of the Holder or Holders serving on the Company's Board of Directors to be a member of the Board; from Compensation Committee and after the Closing until Purchasers and/or their Affiliates no longer hold at least 15% of the outstanding Common Stock, Purchasers shall have the right to designate a second member of the Board; from and after the Closing until Purchasers and/or their Affiliates no longer hold at least 20% of the outstanding Common Stock, Purchasers shall have the right to designate a third member of the Board; from and after the Closing until Purchasers and/or their Affiliates no longer hold at least 40% of the outstanding Common Stock, Purchasers shall have the right to designate a fourth member of the Board; and from and after the Closing until Purchasers and/or their Affiliates no longer hold at least 50% of the outstanding Common Stock, Purchasers shall have the right to designate a fifth member Audit Committee of the Board (collectivelyof Directors and, if established, the “Investor Directors”).The Company shall recommend the election of the Investor Directors at each meeting of shareholders where the election of directors is considered and shall use its best efforts to cause the Investor Directors to be elected and re-elected to the Board. Purchasers shall have the right to remove or replace any of the Investor Directors by giving notice to such Investor Director and the Company, and the Company shall use its best efforts to effect the removal or replacement of any such Investor Director. Unless prohibited by applicable law, Investors shall have the right to have two Investor Directors, as determined by Purchasers, be members of each committee of the Board, and the Company shall use its best efforts to appoint and maintain such Investor Directors on each committee of the Board, as requested by Purchasers. Any Investor Director who is not a member of a committee Executive Committee of the Board of Directors. The Company shall have ensure that the right to attend all meetings articles of such committee as a non-voting observer.incorporation and bylaws

Board Representation. (a) From and after the Closing until Purchasers and/or their Affiliates no longer hold at least 10% of the outstanding Common Stock, Purchasers shall have the right to designate one (1) member of the Board; from and after the Closing until Purchasers and/or their Affiliates no longer hold at least 15% of the outstanding Common Stock, Purchasers shall have the right to designate a second member of the Board; from and after the Closing until Purchasers and/or their Affiliates no longer hold at least 20% of the outstanding Common Stock, Purchasers shall have the right to designate a third member of the Board; from and after the Closing until Purchasers and/or their Affiliates no longer hold at least 40% of the outstanding Common Stock, Purchasers shall have the right to designate a fourth member of the Board; and from and after the Closing until Purchasers and/or their Affiliates no longer hold at least 50% of the outstanding Common Stock, Purchasers shall have the right to designate a fifth member of the Board (collectively, the “Investor Directors”).The "INVESTOR DIRECTORS"). The Company shall recommend the election of the Investor Directors at each meeting of shareholders where the election of directors is considered and shall use its best efforts to cause the Investor Directors to be elected and re-elected to the Board. Purchasers shall have the right to remove or replace any of the Investor Directors by giving notice to such Investor Director and the Company, and the Company shall use its best efforts to effect the removal or replacement of any such Investor Director. Unless prohibited by applicable law, Investors shall have the right to have two Investor Directors, as determined by Purchasers, be members of each committee of the Board, and the Company shall use its best efforts to appoint and maintain such Investor Directors on each committee of the Board, as requested by Purchasers. Any Investor Director who is not a member of a committee of the Board shall have the right to attend all meetings of such committee as a non-voting observer.

Board Representation. Effective as of the First Closing Date, the Board of Directors of the Seller will appoint Xxxxxxx X. Xxxx and Xxxxxxx X. Xxxxxxx to the Board of Directors of the Seller, each to fill an existing vacancy on the Seller's Board of Directors until the next Annual Meeting of the Stockholders of the Seller or until their earlier resignation, retirement, or death. Until the first to occur of (i) the passage of five calendar years after the First Closing Date, (ii) the date (if any) on which the Purchaser and all Persons controlling, controlled by, or under common control with the Purchaser no longer collectively own at least five percent of the outstanding Seller Common Stock, and (iii) the occurrence of a Purchaser Breach (as hereinafter defined) (the "Corporate Governance Period"), the Seller shall nominate two individuals designated by the Purchaser for election to the Seller's Board of Directors; provided, however, that notwithstanding the foregoing, the Purchaser agrees that the Board of Directors of the Seller shall not be required to so nominate any individual designated by the Purchaser (a) From and after the Closing until Purchasers and/or their Affiliates no longer hold at least 10% of the outstanding Common Stock, Purchasers shall with respect to whom disclosure would have the right to designate one (1) member of the Board; from and after the Closing until Purchasers and/or their Affiliates no longer hold at least 15% of the outstanding Common Stock, Purchasers shall have the right to designate a second member of the Board; from and after the Closing until Purchasers and/or their Affiliates no longer hold at least 20% of the outstanding Common Stock, Purchasers shall have the right to designate a third member of the Board; from and after the Closing until Purchasers and/or their Affiliates no longer hold at least 40% of the outstanding Common Stock, Purchasers shall have the right to designate a fourth member of the Board; and from and after the Closing until Purchasers and/or their Affiliates no longer hold at least 50% of the outstanding Common Stock, Purchasers shall have the right to designate a fifth member of the Board (collectively, the “Investor Directors”).The Company shall recommend the election of the Investor Directors at each meeting of shareholders where the election of directors is considered and shall use its best efforts to cause the Investor Directors to be elected and re-elected made in any report or proxy material required to be filed with the Commission pursuant to the Board. Purchasers shall have Exchange Act that was subject, directly or indirectly, to the right to remove disclosure requirements of either Item 401(f) of Regulation S-K, Item 401(d) of Regulation S-B, or replace any successor provision of any of the Investor Directors by giving notice foregoing, in compliance with Item 401(f) of Regulation S-K, Item 401(d) of Regulation S- B, or any successor provision of any of the foregoing, or (b) who does not agree in writing to such Investor nomination and to serve as a Director and of the CompanySeller if elected as such by the stockholders of the Seller. In addition, and during the Company Corporate Governance Period, the Seller will appoint one designee of the Purchaser to the Advisory Committee to the Seller's Board of Directors; provided, however, that notwithstanding the foregoing, the Purchaser agrees that the Seller shall use its best efforts not be required to effect so appoint any individual designated by the removal Purchaser with respect to whom, if a Director of the Seller, disclosure would have to be made in any report or replacement proxy material required to be filed with the Commission pursuant to the Exchange Act that was subject, directly or indirectly, to the disclosure requirements of either Item 401(f) of Regulation S-K, Item 401(d) of Regulation S-B, or any -30- successor provision of any such Investor Director. Unless prohibited by applicable law, Investors shall have the right to have two Investor Directors, as determined by Purchasers, be members of each committee of the Boardforegoing, and the Company shall use its best efforts to appoint and maintain such Investor Directors on each committee in compliance with Item 401(f) of Regulation S-K, Item 401(d) of Regulation S-B, or any successor provision of any of the Boardforegoing. Notwithstanding any provision of this Agreement to the contrary, as requested however, in the event that neither a Second Closing nor a Third Closing occurs hereunder, then the Seller shall only be required pursuant to this Section 6.2 to nominate one such individual designated by Purchasers. Any Investor Director who is not a member the Purchaser for election to the Seller's Board of a committee Directors for the remainder, if any, of the Board shall have the right to attend all meetings of such committee as a non-voting observerCorporate Governance Period.

Board Representation. Immediately following the Effective Date, Seller shall take such corporate or other actions as may be necessary so that Seller's Board of Directors (athe "Board") From shall consist of five members. Buyer, upon the Effective Date, and after the Closing until Purchasers and/or their Affiliates no longer hold for so long as Buyer (or its successor in interest) shall own at least 1019.9% of the outstanding Common Stock, Purchasers shall have the right be entitled to designate at least one (1) member -fifth of the Board; from and after the Closing until Purchasers and/or their Affiliates no longer hold at least 15. For so long as Buyer owns more than 20% or more of the outstanding Common Stock, Purchasers Buyer (or its successor in interest) shall have the right be entitled to designate a second member at least two-fifths of the Board; from and after the Closing until Purchasers and/or their Affiliates no longer hold at least 20% of the outstanding Common Stock, Purchasers shall have the right to designate a third member of the Board; from and after the Closing until Purchasers and/or their Affiliates no longer hold at least 40% of the outstanding Common Stock, Purchasers shall have the right to designate a fourth member of the Board; and from and after the Closing until Purchasers and/or their Affiliates no longer hold at least 50% of the outstanding Common Stock, Purchasers shall have the right to designate a fifth member of the Board (collectively, the “Investor Directors”).The Company shall recommend the election of the Investor Directors at each meeting of shareholders where the election of directors is considered and . Seller shall use its best efforts to cause any person(s) designated by Buyer to serve on the Investor Directors Board to be elected and re-elected to the Board. Purchasers Except for any removal for "cause" as defined under applicable law, any director designated by Buyer may be removed or replaced only with the prior written consent of Buyer. Any director designated by Buyer who shall either resign, die or become unable or unwilling to serve shall be replaced with a candidate designated by Buyer. Seller shall call, and use its best efforts to hold, regular meetings of the Board not less often than quarterly; provided, however, that Buyer shall have the right to remove or replace any call meetings of the Investor Directors Board and management of Seller, on no less than five business days' notice, once each fiscal quarter. Seller shall pay all reasonable travel expenses and other out-of-pocket disbursements of directors incurred by giving notice such directors in connection with their attendance at such meetings. Seller's By-laws shall be amended to such Investor Director and the Company, and the Company provide that each director designated by Buyer shall use its best efforts to effect the removal or replacement of any such Investor Director. Unless prohibited by applicable law, Investors shall have the right to have two Investor Directors, as determined by Purchasers, be members of each committee of the Board, and the Company shall use its best efforts to appoint and maintain such Investor Directors on each committee of the Board, as requested by Purchasers. Any Investor Director who is not a member of a committee all committees of the Board shall have established and maintained from time to time. Seller agrees to indemnify its directors to the right full extent of the law and to attend all meetings of such committee as a non-voting observerobtain and maintain in full force and effect directors' and officers' liability insurance coverage covering the directors (including the director(s) designated by Buyer) in an amount not less than $1,000,000.