Page 5 - Execution Version

 


Execution Version

 

“(a) For as long as HNA, together with its Affiliates, beneficially owns a number of Company Securities that equals to 70% or more of the aggregate number of Company Securities it purchased under the Subscription Agreement, HNA shall be entitled to designate two (2) directors to the Board of the Company (each of such directors, or such other individuals who may be designated by HNA from time to time, a “HNA Director”), and the Company shall arrange for the appointment or election of such HNA Directors to the Board as soon as practicable after the Closing but in no event later than February 29, 2016, including convening a meeting of the Board or obtaining unanimous signed Board resolutions pursuant to the Memorandum and Articles and appointing such HNA Directors to the Board, and in the case of an election, (i) nominating such individuals to be elected as directors as provided herein, (ii) recommending to the Shareholders the election of such HNA Directors to the Board in any meeting of Shareholders to elect directors, including soliciting proxies in favor of the election of the HNA Directors, (iii) including such nomination and recommendation regarding such individual in the Company’s notice for any meeting of Shareholders to elect directors, and (iv) if necessary, expanding the size of the Board in order to appoint the HNA Directors; provided, however, that the HNA Directors candidates shall be subject to the approval of the Board, which approval shall not be unreasonably withheld.

(b) Subject to the shareholding threshold referred to in Section 2.01(a) above, in the event of the death, disability, retirement or resignation of any HNA Director (or any other vacancy created by removal thereof by or at the direction of HNA), HNA shall have the exclusive right to designate a replacement to fill such vacancy and serve on the Board, and the Company shall promptly arrange for the appointment or election of such individual to its Board (who shall, following such appointment or election, be a HNA Director for purposes of this Agreement); provided, however, that the HNA Director candidate thus designated shall be subject to the approval of the Board, which approval shall not be unreasonably withheld.

(c) At any meeting of the Board or any annual general or other meeting of the Shareholders that may be held from time to time at which a HNA Director is up for re-appointment or re-election to the Board, the Company shall re-appoint such HNA Director to serve on the Board and shall use best efforts to ensure that such HNA Director is re-elected by the Shareholders to serve on the Board pursuant to the terms of the Memorandum and Articles and any Applicable Law. The Company agrees that it shall not take any action, in favor of the removal of any HNA Director unless such removal shall be for Cause. Removal for “Cause” shall mean removal of a director because of such director’s (i) willful misconduct that is materially injurious, monetarily or otherwise, to the Company or any of its Subsidiaries, (ii) conviction for, or guilty plea to, a felony or a crime involving moral turpitude, or (iii) abuse of illegal drugs or other controlled substances or habitual intoxication.”

 

3. Deletion of Section 2.02 of the IRA. Section 2.02(a) of the IRA shall be deleted in its entirety.

 

4. Amendment to Section 2.03 of the IRA. Section 2.03 of the IRA is hereby amended and restated to read in its entirety as follows: