Common use of Board Representation Clause in Contracts

Board Representation. Subject to the Companies Law (as revised) of the Cayman Islands, as amended from time to time and every statutory modification or re-enactment thereof for the time being in force (the “Statute”), (i) the Series A Investors shall be entitled, by notice in writing to the Company, to designate one (1) individual, as an observer (the “Series A Observer”), (ii) CVP shall be entitled, by notice in writing to the Company, to designate one (1) individual, as an observer (the “CVP Observer”) provided that CVP does not have the right to appoint the CVP Director pursuant to Section 1.2(a), (iii) Verlinvest shall be entitled, by notice in writing to the Company, to designate one (1) individual, as an observer (the “Verlinvest Observer”) provided that Verlinvest does not have the right to appoint the Verlinvest Director pursuant to Section 1.2(b), and (iv) BVCF shall be entitled, by notice in writing to the Company, to designate one (1) individual, as an observer (the “BVCF Observer”, together with the Series A Observer, CVP Observer and Verlinvest Observer, the “Observers”) provided that BVCF does not have the right to appoint the BVCF Director pursuant to Section 1.2(c), to attend all meetings of the Board and all committees thereof (whether in person, telephonic or otherwise) in a non-voting capacity and to receive, concurrently with the members of the Board and in the same manner, a copy of all materials provided to such members, including inter alia, board packs and materials, minutes of meetings, written resolutions, notices of meetings, management accounts and financial statements, and business plans, if any. The Board shall take such reasonable steps as may be required so as to enable the Observers to fulfill his/her role. The Observers shall not influence nor direct the activities of the Board and shall have no fiduciary or other statutory director duties in regard to the activities of the Board or as to the Company.

Board Representation. Subject (A) Effective upon the IPO Closing and prior to the Companies Law (as revised) of Business Combination Closing, the Cayman Islands, as amended from time to time and every statutory modification or re-enactment thereof for the time being in force (the “Statute”), (i) the Series A Investors Purchaser shall be entitled, by notice in writing to the Company, to designate one (1) individual, as an observer (the “Series A Observer”), (ii) CVP shall be entitled, by notice in writing to the Company, to designate one (1) individual, as an observer (the “CVP Observer”) provided that CVP does not have the right to appoint the CVP Director pursuant to Section 1.2(a)designate, (iii) Verlinvest shall be entitled, by upon written notice in writing to the CompanyCompany and the Sponsor, one individual to designate one (1) individual, as an be a nonvoting observer (the a “Verlinvest Board Observer”) provided that Verlinvest does not have the right to appoint the Verlinvest Director pursuant to Section 1.2(b), and (iv) BVCF shall be entitled, by notice in writing to the Company, to designate one (1) individual, as an observer (the “BVCF Observer”, together with the Series A Observer, CVP Observer and Verlinvest Observer, the “Observers”) provided that BVCF does not have the right to appoint the BVCF Director pursuant to Section 1.2(c), to attend all meetings of the Board and to receive all committees thereof (whether in person, telephonic or otherwise) in a non-voting capacity and information provided to receive, concurrently with the members of the Board during the period in which such person is a Board Observer, and in (B) following the same mannerBusiness Combination Closing, the Purchaser shall have the right to request, upon written notice to the Company and the Sponsor, the designation of one Board Observer, and upon the exercise of such right, the Company and the Sponsor shall use commercially reasonable efforts to cause, subject to applicable law, such Board Observer to be appointed to the Board as a copy of nonvoting observer to receive all materials information provided to such members, including inter alia, board packs and materials, minutes of meetings, written resolutions, notices of meetings, management accounts and financial statements, and business plans, if any. The Board shall take such reasonable steps as may be required so as to enable the Observers to fulfill his/her role. The Observers shall not influence nor direct the activities members of the Board and during the period in which such person is a Board Observer; provided, that, in each such case, the Board Observer shall have no fiduciary or other statutory director duties in regard not be entitled to the activities of vote on any matter submitted to the Board or as any of its committees nor to offer any motions or resolutions to the Board or such committees. The Company may exclude any Board Observer from access to any material or meeting or portion thereof if: (1) in the opinion of the Company, acting reasonably and in good faith having received the advice of counsel, such exclusion is reasonably necessary to (A) comply with applicable laws, rules or regulations and the Company’s contractual obligations or (B) preserve any legal privilege of the Company and its subsidiaries; or (2) such portion of a meeting is an executive session limited solely to independent director members of the Board, independent auditors and/or legal counsel, as the Board may designate, and the Board Observer (assuming the Board Observer were a member of the Board) would not meet the then-applicable standards for independence adopted by the New York Stock Exchange, or such other exchange on which the Company’s securities are then traded.

Board Representation. Subject ECT or its designated Affiliate (the "Acting Party") shall have the right (a) to the Companies Law (as revised) designate one member of the Cayman Islands, as amended from time to time and every statutory modification Board of Directors of the Seller or re-enactment thereof for the time being in force (the “Statute”), b) (i) the Series A Investors shall be entitled, by notice in writing to receive (and Seller covenants and agrees to deliver to the Company, Acting Party) prior notice of any proposed board action and to designate one receive (1and Seller covenants and agrees to deliver to the Acting Party) individual, as an observer (reasonable notice of and a right to attend any meeting of the “Series A Observer”)Seller's Board of Directors, (ii) CVP shall be entitled, by notice in writing to receive (and Seller covenants and agrees to deliver to the Company, to designate one (1) individual, as an observer (the “CVP Observer”) provided that CVP does not have the right to appoint the CVP Director pursuant to Section 1.2(aActing Party), promptly after they are produced, all management reports and accounts relating to the Seller that are provided to Seller's Board of Directors or any committee of the Board of Directors and (iii) Verlinvest shall be entitledupon reasonable notice, by notice in writing to have reasonable access to the Companybooks and records of the Seller, including statutory books, minute books and customer lists. In the event the Acting Party elects to designate one (1) individual, a person to serve as an observer (the “Verlinvest Observer”) provided that Verlinvest does not have the right to appoint the Verlinvest Director pursuant to Section 1.2(b), and (iv) BVCF shall be entitled, by notice in writing to the Company, to designate one (1) individual, as an observer (the “BVCF Observer”, together with the Series A Observer, CVP Observer and Verlinvest Observer, the “Observers”) provided that BVCF does not have the right to appoint the BVCF Director pursuant to Section 1.2(c), to attend all meetings a member of the Board and all committees thereof (whether in person, telephonic or otherwise) in a non-voting capacity and to receive, concurrently with the members of Directors of the Board Seller (the "Designee"), the Seller shall (x) expand as required the number of directors constituting the entire board, (y) fill the vacancy created by such expansion with such Designee and in (z) submit the same mannername of such Designee to the stockholders of the Seller (together with a recommendation of his or her election) at each meeting of stockholders at which directors are elected, a copy of all materials provided to such members, including inter alia, board packs and materials, minutes of meetings, written resolutions, notices of meetings, management accounts and financial statements, and business plans, if anyuntil requested otherwise by the Acting Party. The Board obligations of the Seller pursuant to this Section 7.03 shall take such reasonable steps continue in full force and effect for so long as may be required so as the ECT and JEDI-II and/or their respective Affiliates beneficially own 5% or more of the outstanding Common Stock of the Seller (including the Warrant Shares represented by the Warrants, whether exercised or not). Any Designee shall agree to enable resign at the Observers request of the Seller, at any time after the expiration of the rights of the ECT and any Acting Party pursuant to fulfill his/her rolethis Section 7.03. The Observers rights of ECT under this Section 7.03 shall not influence nor direct the activities be assignable other than to an Affiliate of the Board and shall have no fiduciary or other statutory director duties in regard to the activities of the Board or as to the CompanyECT.

Board Representation. Subject to (a) For so long as Tencent is an Important Shareholder, Tencent shall have the Companies Law right, following consultation with the Company (as revised) of the Cayman Islandsbut, as amended from time to time and every statutory modification or re-enactment thereof for the time being in force (the “Statute”avoidance of doubt, at Tencent’s discretion), (i) the Series A Investors shall be entitled, by notice in writing to the Company, to designate one (1) individual, as an observer director of the Company (the “Series A ObserverTencent Director”) for nomination for election to the Company’s board of directors (the “Board”). The Tencent Director shall be appointed to each committee of the Board (other than the Audit Committee (the “Audit Committee”)) in place from time to time; provided that (i) the Board will have the right to approve the Tencent Director (such approval not to be unreasonably withheld, conditioned or delayed, it being understood that such approval right is intended to permit the Board to comply with its fiduciary duties and that Tencent will, subject to those duties, be entitled to select its designee in its discretion), (ii) CVP the Tencent Director shall at all times be entitled, by notice in writing to an individual from the Company, to designate one (1) individual, as an observer (the “CVP Observer”) provided that CVP does not have the right to appoint the CVP Director pursuant to Section 1.2(a), senior management of Tencent; (iii) Verlinvest shall be entitled, by notice in writing to the Company, to designate one (1) individual, as an observer (the “Verlinvest Observer”) provided that Verlinvest does not have the right to appoint the Verlinvest Director pursuant to Section 1.2(b), and (iv) BVCF shall be entitled, by notice in writing to the Company, to designate one (1) individual, as an observer (the “BVCF Observer”, together with the Series A Observer, CVP Observer and Verlinvest Observer, the “Observers”) provided that BVCF does not have the right to appoint the BVCF Director pursuant to Section 1.2(c), to attend all Company may exclude any director from meetings of the Board or its committees if (A) attendance would violate any applicable securities laws or listing requirements or (B) the Board reasonably determines that such exclusion is necessary with respect to any matter in which such director holds any interest adverse to the Company or its Subsidiaries or to preserve attorney-client privilege. Each of Tencent and all committees thereof (whether in personE-House hereby agrees to cause any director designated by it, telephonic and any director of the Company who is a director, officer or otherwise) in a non-voting capacity employee of it or its affiliates, to be bound by and to receive, concurrently comply with the members of the Board Company’s confidentiality, trading windows and blackout policies applicable to directors, as in the same manner, a copy of all materials provided effect from time to such members, including inter alia, board packs time and materials, minutes of meetings, written resolutions, notices of meetings, management accounts and financial statements, and business plans, if any. The Board shall take such reasonable steps as may be required so as to enable the Observers to fulfill his/her role. The Observers shall not influence nor direct the activities of the Board and shall have no fiduciary or other statutory director duties in regard duly noticed to the activities of the Board or as to the Companydirectors.

Board Representation. Subject For a period of three (3) years from the Closing Date, so long as WPG- Farber, Weber Fund, L.P. ("WPG Farber Weber") holds at least 400,000 xxxres xx Xommon Stock of the Cxxxxxx, xxx Xompany agrees to nominate a designee of WPG Farber Weber reasonably acceptable to the Companies Law Company (as revised) the "Nominee"), xxx xxexxxxx to the Board of Directors of the Cayman IslandsCompany at each meeting of the Company's stockholders, as amended from time or pursuant to time and every statutory modification each written consent of the Company's stockholders, held or re-enactment thereof solicited for the time being in force purpose of the election of directors of the Company. If WPG Farber Weber elects not to have a designee nominated to the Companx'x Xoaxx xx Directors, WPG Farber Weber shall be entitled to have one representative as an obxxxxxx (xxxx no right to vote) at each meeting of the Board of Directors of the Company, and the Board of Directors of the Company shall furnish (or cause to be furnished) WPG Farber Weber, to the attention of such person as WPG Farber Weber may xxxxxnxxx xs its observer (the “Statute”"Observer"), and at thx xxxx xxxx and in the same manner furnished to directors of the Company, notice of each such meeting and any other materials relevant to such meeting so provided to the directors of the Company (including resolutions to be adopted by the directors at any meeting or by written consent); provided, however, that (i) the Series A Investors shall be entitledsuch Observer acknowledges that he or she will have access to confidential, by notice in writing to the Companynonpublic, to designate one (1) individualmaterial, as an observer (the “Series A Observer”)insider information, and (ii) CVP shall such Observer may be entitled, by notice in writing to the Company, to designate one (1) individual, as an observer (the “CVP Observer”) provided that CVP does not have the right to appoint the CVP Director pursuant to Section 1.2(a), (iii) Verlinvest shall be entitled, by notice in writing to the Company, to designate one (1) individual, as an observer (the “Verlinvest Observer”) provided that Verlinvest does not have the right to appoint the Verlinvest Director pursuant to Section 1.2(b), and (iv) BVCF shall be entitled, by notice in writing to the Company, to designate one (1) individual, as an observer (the “BVCF Observer”, together with the Series A Observer, CVP Observer and Verlinvest Observer, the “Observers”) provided that BVCF does not have the right to appoint the BVCF Director pursuant to Section 1.2(c), to attend all excluded from portions of meetings of the Board and all committees thereof (whether in person, telephonic or otherwise) in a non-voting capacity and to receive, concurrently with the members of Directors of the Board and in Company if Company's Counsel determines that such Observer's presence could jeopardize the same manner, a copy of all materials provided to such members, including inter alia, board packs and materials, minutes of meetings, written resolutions, notices of meetings, management accounts and financial statements, and business plans, if any. The Board shall take such reasonable steps as may be required so as to enable the Observers to fulfill his/her role. The Observers shall not influence nor direct the activities of the Board and shall have no fiduciary or other statutory director duties in regard to the activities of the Board or as to the Companyattorney-client privilege.

Board Representation. Subject (a) Effective on the day after the Note Closing Date, the Company shall increase by one (1) the number of members of the Board of Directors of the Company and shall elect and appoint a representative of Purchaser designated by Purchaser and reasonably acceptable to the Companies Law Company (the "PURCHASER REPRESENTATIVE") to such newly created directorship. The Company and Purchaser agree that Xxxxxxx will be the initial Purchaser Representative. From and after the election of Purchaser Representative as a Director of the Company, and for as long as Purchaser Representative shall remain a Director of the Company pursuant to this Section 5.3, Purchaser Representative shall be entitled to serve as a member of any executive committee of the Board of Directors of the Company and any other committee or body performing the functions of an executive committee (the "EXECUTIVE COMMITTEE"). As long as Purchaser beneficially owns not less than 850,000 shares of Common Stock (as revised) of the Cayman Islands, as amended from time to time and every statutory modification or re-enactment thereof adjusted for the time being events described in force (the “Statute”Section 1.3 in a manner consistent therewith), (i) the Series A Investors Board of Directors of the Company shall be entitled, by notice in writing to nominate and recommend the Purchaser Representative for election as a Director of the Company, and shall otherwise use its reasonable best efforts to cause the election of such Purchaser Representative as a Director of the Company at each meeting of the Company's shareholders at which the Purchaser Representative's term as a Director would otherwise expire, and (ii) Purchaser shall be entitled to designate one (1) individual, as an observer (the “Series A Observer”), (ii) CVP individual who shall be entitled, by receive notice in writing to the Company, to designate one (1) individual, as an observer (the “CVP Observer”) provided that CVP does not have the right to appoint the CVP Director pursuant to Section 1.2(a), (iii) Verlinvest shall be entitled, by notice in writing to the Company, to designate one (1) individual, as an observer (the “Verlinvest Observer”) provided that Verlinvest does not have the right to appoint the Verlinvest Director pursuant to Section 1.2(b), and (iv) BVCF shall be entitled, by notice in writing to the Company, to designate one (1) individual, as an observer (the “BVCF Observer”, together with the Series A Observer, CVP Observer and Verlinvest Observer, the “Observers”) provided that BVCF does not have the right to appoint the BVCF Director pursuant to Section 1.2(c), to attend of all meetings of the Board of Directors and the Executive Committee of the Company and who shall be entitled to attend and participate in all committees thereof such meetings as an observer on behalf of Purchaser (whether in personthe "OBSERVER"). Subject to Section 5.3(b), telephonic or otherwise) in a non-voting capacity and to receive, concurrently each Purchaser Representative shall be treated equally with the other Directors and the other members of the Executive Committee in their capacities as such and shall be entitled to the same information (including reports, financial statements, notices and other information) at the same time (subject to the same general conflicts-of-interest rules applicable to all other members of the Board of Directors and in Executive Committee of the Company, reasonably and consistently applied) and the same mannercompensation and benefits, a copy as shall be provided to other Directors of the Company and other members of the Executive Committee, and copies of all materials such information shall be provided to such members, including inter alia, board packs and materials, minutes of meetings, written resolutions, notices of meetings, management accounts and financial statements, and business plans, if any. The Board shall take such reasonable steps as may be required so as to enable the Observers to fulfill his/her role. The Observers shall not influence nor direct the activities of the Board and shall have no fiduciary or other statutory director duties in regard made available to the activities of Observer at the Board same time such information is provided or as made available to the CompanyPurchaser and other Directors or Executive Committee members.

Board Representation. Subject to the Companies Law (as revised) of the Cayman Islands, as amended from time to time and every statutory modification or re-enactment thereof for the time being in force (the “Statute”), (i) the Series A Investors The Initial Beneficial Owners shall be entitled, by notice in writing to the Company, to designate one (1) individual, as an observer (the “Series A Observer”), (ii) CVP shall be entitled, by notice in writing to the Company, to designate one (1) individual, as an observer (the “CVP Observer”) provided that CVP does not have the right to appoint the CVP Director pursuant to Section 1.2(a), designate (iiia) Verlinvest shall be entitled, by notice in writing to the Company, to designate one (1) individual, as an observer (the “Verlinvest Observer”) provided that Verlinvest does not have the right to appoint the Verlinvest Director pursuant to Section 1.2(b), and (iv) BVCF shall be entitled, by notice in writing to the Company, to designate one (1) individual, as an observer (the “BVCF Observer”, together with the Series A Observer, CVP Observer and Verlinvest Observer, the “Observers”) provided that BVCF does not have the right to appoint the BVCF Director pursuant to Section 1.2(c), to attend all meetings of the Board and all committees thereof (whether in person, telephonic or otherwise) in a non-voting capacity and to receive, concurrently with the two members of the Board and of Directors and, in the same mannerevent that a Permitted Reorganization is consummated, one member to the board of directors of the Company, if at least $125.0 million aggregate principal amount of the Notes remain outstanding and (b) one member of the Board of Directors if less than $125.0 million aggregate principal amount of the Notes remain outstanding but greater than $50.0 million aggregate principal amount of the Notes remain outstanding (each, a copy “Noteholder Director”), in each case to be appointed to the Board of all materials provided to Directors promptly following such members, including inter alia, board packs and materials, minutes of meetings, written resolutions, notices of meetings, management accounts and financial statementsdesignation, and business plansTopCo or the Company, as applicable, shall cause such Noteholder Directors to be duly appointed or elected to the Board of Directors; provided, however, that in no event shall the rights under the indenture governing the Company’s 5.50% Senior Notes due 2025 or this Ninth Supplemental Indenture allow the Initial Beneficial Owners to designate more than two members to the Board of Directors (and one member to the board of directors of the Company, in the event that a Permitted Reorganization is consummated) if anythe threshold described in clause (a) above is reached, or to designate more than one member to the Board of Directors if the threshold described in clause (b) above is reached; provided, further, that such directors (x) must be reasonably qualified to serve as a member of the Board of Directors (or the board of directors of the Company, as the case may be) and (y) are not prohibited from acting as a member of the Board of Directors (or the board of directors of the Company, as the case may be) by any applicable law or regulation (including but not limited to U.S. securities laws and New York Stock Exchange regulations). The In the event that any Noteholder Director resigns or is removed from office, TopCo or the Company, as applicable, agrees to take all necessary actions to install, in lieu of such person, such new person on the Board shall take such reasonable steps of Directors or the board of directors of the Company as may be required so as to enable designated by the Observers to fulfill his/her role. The Observers shall not influence nor direct the activities of the Board and shall have no fiduciary or other statutory director duties Initial Beneficial Owners, in regard to the activities of the Board or as to the Companyaccordance with this Section 5.09.”

Board Representation. Subject (a) On the Closing Date, subject to receipt of (i) any required approval or non-objection of the FDIC, the PDB, the FRB or other Governmental Entity and (ii) written confirmation from the FDIC that Seller’s appointment of an individual to the Companies Law (as revised) Board of the Cayman IslandsDirectors of Buyer or any of its Subsidiaries would not preclude or restrict Customers Bank or Acacia FSB from bidding on any failed depository institution, as amended from time to time and every statutory modification or re-enactment thereof for the time being in force Buyer will appoint one individual (the “StatuteSeller Nominee”)) designated by Sellers (who may be affiliated with Sellers) and approved by Buyer, (i) the Series A Investors shall which approval will not be entitledunreasonably withheld, by notice in writing to the Companyconditioned or delayed, to designate one serve as (1x) individual, as an observer (the “Series A Observer”), (ii) CVP shall be entitled, by notice in writing to the Company, to designate one (1) individual, as an observer (the “CVP Observer”) provided that CVP does not have the right to appoint the CVP Director pursuant to Section 1.2(a), (iii) Verlinvest shall be entitled, by notice in writing to the Company, to designate one (1) individual, as an observer (the “Verlinvest Observer”) provided that Verlinvest does not have the right to appoint the Verlinvest Director pursuant to Section 1.2(b), and (iv) BVCF shall be entitled, by notice in writing to the Company, to designate one (1) individual, as an observer (the “BVCF Observer”, together with the Series A Observer, CVP Observer and Verlinvest Observer, the “Observers”) provided that BVCF does not have the right to appoint the BVCF Director pursuant to Section 1.2(c), to attend all meetings a member of the Board of Directors of Buyer, Customers Bank and all Acacia FSB and (y) at the option of such Seller Nominee, a member of each of the respective committees thereof of the Boards of Directors of Buyer, Customers Bank and Acacia FSB for which the Seller Nominee qualifies (whether each such committee, a “Board Committee”) (provided, that in personthe case of any such Board Committee, telephonic or otherwise) in a non-voting capacity and to receive, concurrently with the Seller Nominee would not constitute more than 25% of the members of such Board Committee). The Seller Nominee may only be subject to removal from the Board Committees and replaced on such Board Committees by another nominee if the Sellers elect, in their sole discretion, to remove and replace the same manner, a copy of all materials provided to such members, including inter alia, board packs and materials, minutes of meetings, written resolutions, notices of meetings, management accounts and financial statements, and business plans, if any. The Board shall take such reasonable steps as may be required so as to enable the Observers to fulfill his/her role. The Observers shall not influence nor direct the activities of Seller Nominee from the Board Committees for and shall have no fiduciary of which the Seller Nominee qualifies and has elected to be a member, subject to approval of any replacement by Buyer, which approval will not be unreasonably withheld, conditioned or other statutory director duties in regard to the activities of the Board or as to the Companydelayed.

Board Representation. Subject to (a) Until the Companies Law (as revised) earlier of the Cayman Islands, as amended from time to time and every statutory modification or re-enactment thereof for the time being in force (the “Statute”), (i) the Series A Investors third anniversary of the Initial Closing or (ii) such time as the Purchaser and its Affiliates do not hold, directly or indirectly, at least a majority of the Shares purchased at the Closings (or the Common Stock received upon the conversion of such Shares) (as adjusted for stock splits, stock dividends, stock combinations and the like) (the “Requisite Shares”), the Purchaser shall be entitledentitled to, by notice in writing to at each annual or special meeting of the Company’s shareholders during such period, to designate nominate one (1) individualdirector (such Person, as an observer (the “Series A ObserverPurchaser Designee”)) to serve on the Board of Directors; provided, however, that such nomination is subject to such Purchaser Designee’s satisfaction of all applicable requirements regarding service as a director of the Company under applicable Law or stock exchange rules regarding service as a director and such other criteria and qualifications for service as a director applicable to all directors of the Company and in effect from time to time. In the event that a Purchaser Designee is nominated, the Company shall (i) include such Purchaser Designee in its slate of nominees for election to the Board of Directors at each annual or special meeting of the Company’s shareholders, (ii) CVP shall be entitled, by notice in writing to recommend that the Company’s shareholders vote in favor of the election of the Purchaser Designee and (iii) support the Purchaser Designee in a manner generally no less rigorous and favorable than the manner in which the Company supports its other nominees. The Company shall take all reasonably necessary actions to ensure that, at all times when a Purchaser Designee is eligible to designate be appointed or nominated, there are sufficient vacancies on the Board of Directors to permit such designation. Notwithstanding the foregoing, the rights of the Purchaser under this Section 5.5(a) to nominate one (1) individual, as an observer director shall terminate immediately on the earlier of (A) the “CVP Observer”) provided that CVP does not have the right to appoint the CVP Director pursuant to Section 1.2(a), (iii) Verlinvest shall be entitled, by notice in writing to the Company, to designate one (1) individual, as an observer (the “Verlinvest Observer”) provided that Verlinvest does not have the right to appoint the Verlinvest Director pursuant to Section 1.2(b), and (iv) BVCF shall be entitled, by notice in writing to the Company, to designate one (1) individual, as an observer (the “BVCF Observer”, together with the Series A Observer, CVP Observer and Verlinvest Observer, the “Observers”) provided that BVCF does not have the right to appoint the BVCF Director pursuant to Section 1.2(c), to attend all meetings third anniversary of the Board Initial Closing or (B) such time as the Purchaser and all committees thereof (whether in personits Affiliates ceases to own, telephonic directly or otherwise) in indirectly, at least a non-voting capacity and to receive, concurrently with the members majority of the Board and in the same manner, a copy of all materials provided to such members, including inter alia, board packs and materials, minutes of meetings, written resolutions, notices of meetings, management accounts and financial statements, and business plans, if any. The Board shall take such reasonable steps as may be required so as to enable the Observers to fulfill his/her role. The Observers shall not influence nor direct the activities of the Board and shall have no fiduciary or other statutory director duties in regard to the activities of the Board or as to the CompanyRequisite Shares.

Board Representation. Subject (a) Effective on the day after the Note Closing Date, the Company shall increase by one (1) the number of members of the Board of Directors of the Company and shall elect and appoint a representative of Purchaser designated by Purchaser and reasonably acceptable to the Companies Law Company (the "PURCHASER REPRESENTATIVE") to such newly created directorship. The Company and Purchaser agree that Xxxxxxx will be the initial Purchaser Representative. From and after the election of Purchaser Representative as a Director of the Company, and for as long 25 as Purchaser Representative shall remain a Director of the Company pursuant to this Section 5.3, Purchaser Representative shall be entitled to serve as a member of any executive committee of the Board of Directors of the Company and any other committee or body performing the functions of an executive committee (the "EXECUTIVE COMMITTEE"). As long as Purchaser beneficially owns not less than 850,000 shares of Common Stock (as revised) of the Cayman Islands, as amended from time to time and every statutory modification or re-enactment thereof adjusted for the time being events described in force (the “Statute”Section 1.3 in a manner consistent therewith), (i) the Series A Investors Board of Directors of the Company shall be entitled, by notice in writing to nominate and recommend the Purchaser Representative for election as a Director of the Company, and shall otherwise use its reasonable best efforts to cause the election of such Purchaser Representative as a Director of the Company at each meeting of the Company's shareholders at which the Purchaser Representative's term as a Director would otherwise expire, and (ii) Purchaser shall be entitled to designate one (1) individual, as an observer (the “Series A Observer”), (ii) CVP individual who shall be entitled, by receive notice in writing to the Company, to designate one (1) individual, as an observer (the “CVP Observer”) provided that CVP does not have the right to appoint the CVP Director pursuant to Section 1.2(a), (iii) Verlinvest shall be entitled, by notice in writing to the Company, to designate one (1) individual, as an observer (the “Verlinvest Observer”) provided that Verlinvest does not have the right to appoint the Verlinvest Director pursuant to Section 1.2(b), and (iv) BVCF shall be entitled, by notice in writing to the Company, to designate one (1) individual, as an observer (the “BVCF Observer”, together with the Series A Observer, CVP Observer and Verlinvest Observer, the “Observers”) provided that BVCF does not have the right to appoint the BVCF Director pursuant to Section 1.2(c), to attend of all meetings of the Board of Directors and the Executive Committee of the Company and who shall be entitled to attend and participate in all committees thereof such meetings as an observer on behalf of Purchaser (whether in personthe "OBSERVER"). Subject to Section 5.3(b), telephonic or otherwise) in a non-voting capacity and to receive, concurrently each Purchaser Representative shall be treated equally with the other Directors and the other members of the Executive Committee in their capacities as such and shall be entitled to the same information (including reports, financial statements, notices and other information) at the same time (subject to the same general conflicts-of-interest rules applicable to all other members of the Board of Directors and in Executive Committee of the Company, reasonably and consistently applied) and the same mannercompensation and benefits, a copy as shall be provided to other Directors of the Company and other members of the Executive Committee, and copies of all materials such information shall be provided to such members, including inter alia, board packs and materials, minutes of meetings, written resolutions, notices of meetings, management accounts and financial statements, and business plans, if any. The Board shall take such reasonable steps as may be required so as to enable the Observers to fulfill his/her role. The Observers shall not influence nor direct the activities of the Board and shall have no fiduciary or other statutory director duties in regard made available to the activities of Observer at the Board same time such information is provided or as made available to the CompanyPurchaser and other Directors or Executive Committee members.

Board Representation. Subject to the Companies Law (as revised) of the Cayman Islands, as amended from time to time and every statutory modification or re-enactment thereof for the time being in force (the “Statute”), (i) the Series A Investors The Initial Beneficial Owners shall be entitled, by notice in writing to the Company, to designate one (1) individual, as an observer (the “Series A Observer”), (ii) CVP shall be entitled, by notice in writing to the Company, to designate one (1) individual, as an observer (the “CVP Observer”) provided that CVP does not have the right to appoint the CVP Director pursuant to Section 1.2(a), designate (iiia) Verlinvest shall be entitled, by notice in writing to the Company, to designate one (1) individual, as an observer (the “Verlinvest Observer”) provided that Verlinvest does not have the right to appoint the Verlinvest Director pursuant to Section 1.2(b), and (iv) BVCF shall be entitled, by notice in writing to the Company, to designate one (1) individual, as an observer (the “BVCF Observer”, together with the Series A Observer, CVP Observer and Verlinvest Observer, the “Observers”) provided that BVCF does not have the right to appoint the BVCF Director pursuant to Section 1.2(c), to attend all meetings of the Board and all committees thereof (whether in person, telephonic or otherwise) in a non-voting capacity and to receive, concurrently with the two members of the Board and of Directors and, in the same mannerevent that a Permitted Reorganization is consummated, one member to the board of directors of the Company, if at least $125.0 million aggregate principal amount of the Notes remain outstanding and (b) one member of the Board of Directors if less than $125.0 million aggregate principal amount of the Notes remain outstanding but greater than $50.0 million aggregate principal amount of the Notes remain outstanding (each, a copy “Noteholder Director”), in each case to be appointed to the Board of all materials provided to Directors promptly following such members, including inter alia, board packs and materials, minutes of meetings, written resolutions, notices of meetings, management accounts and financial statementsdesignation, and business plansTopCo or the Company, as applicable, shall cause such Noteholder Directors to be duly appointed or elected to the Board of Directors; provided, however, that in no event shall the rights under the indenture governing the Company’s 5.50% Senior Notes due 2026 or this Second Supplemental Indenture allow the Initial Beneficial Owners to designate more than two members to the Board of Directors (and one member to the board of directors of the Company, in the event that a Permitted Reorganization is consummated) if anythe threshold described in clause (a) above is reached, or to designate more than one member to the Board of Directors if the threshold described in clause (b) above is reached; provided, further, that such directors (x) must be reasonably qualified to serve as a member of the Board of Directors (or the board of directors of the Company, as the case may be) and (y) are not prohibited from acting as a member of the Board of Directors (or the board of directors of the Company, as the case may be) by any applicable law or regulation (including but not limited to U.S. securities laws and New York Stock Exchange regulations). The In the event that any Noteholder Director resigns or is removed from office, TopCo or the Company, as applicable, agrees to take all necessary actions to install, in lieu of such person, such new person on the Board shall take such reasonable steps of Directors or the board of directors of the Company as may be required so as to enable designated by the Observers to fulfill his/her role. The Observers shall not influence nor direct the activities of the Board and shall have no fiduciary or other statutory director duties Initial Beneficial Owners, in regard to the activities of the Board or as to the Companyaccordance with this Section 5.09.”