Common use of Board Composition Clause in Contracts

Board Composition. Each Stockholder agrees to vote, or cause to be voted, all Shares owned by such Stockholder, or over which such Stockholder has voting control, from time to time and at all times, in whatever manner as shall be necessary to ensure that at each annual or special meeting of stockholders at which an election of directors is held or pursuant to any written consent of the stockholders, the following persons shall be elected to the Board: (a) At each election of directors in which the holders of shares of Series A/B/D Preferred Stock are entitled to elect the Series A/B/D Preferred Director, one (1) individual designated by the holders of at least a majority of the shares of Series A/B/D Preferred Stock, voting together as a separate class and on an as-converted basis, which individual shall initially be Xxxxxx Xxxxxxx; (b) At each election of directors in which the holders of shares of Series C Preferred Stock, voting together as a separate class, are entitled to elect the Series C Preferred Director, one (1) individual designated by the holders of at least a majority of the shares of Series C Preferred Stock, voting together as a separate class, which individual shall initially be Xxxxx Xxxxx; (c) At each election of directors in which the holders of shares of Common Stock are entitled to elect three (3) members of the Board, three (3) individuals as follows: (i) Each of Xxxxx Xxxxxxxxxxxx and Xxxxxx Xxxxxx (each, an “Active Founder” and, collectively, the “Active Founders”) for so long as he: (i) remains a full-time employee of the Company and (ii) holds, together with any Key Holder Trust (as defined in that certain Sixth Amended and Restated Right of First Refusal and Co-Sale Agreement, dated as of the date hereof, by and among the Company and the other parties thereto) established by such Active Founder (each such Key Holder Trust, an “AF Trust”), at least 20% of the Shares held collectively by such Active Founder and his AF Trust(s), if any, as of the date hereof (the “Threshold Shares”), except that if any Active Founder declines, is unable to serve, is no longer a full-time employee of the Company or, together with such Active Founder’s AF Trust, if any, no longer holds the Threshold Shares, such Active Founder’s successor shall be designated by the holders of at least a majority of the shares of Common Stock, voting together as a separate class; provided that if any Active Founder serving as a director pursuant to this section ceases to serve as a full-time employee of the Company and/or, together with such Active Founder’s AF Trust(s), if any, no longer holds the Threshold Shares, each of the Stockholders shall promptly vote their respective Shares to remove such Active Founder from the Board following such time as such Active Founder is no longer a full-time employee of the Company and/or no longer holds, together with such Active Founder’s AF Trust(s), if any, the Threshold Shares if such Active Founder has not resigned as a member of the Board; (ii) One individual designated by the holders of at least a majority of the shares of Common Stock (other than shares of Common Stock issued or issuable upon conversion of Preferred Stock), voting together as a separate class, that is reasonably acceptable to at least one of the Active Founders, which individual shall initially be Xxxxx Xxxxxx; provided that if any Active Founder cease to serve as a full-time employee of the Company and/or no longer holds, together with such Active Founder’s AF Trust, the Threshold Shares, then the director designated in accordance with this Section 1.2(d)(ii) need not be acceptable to such Active Founder; (d) At each election of directors in which the holders of shares of Common Stock and Preferred Stock, voting together as a single class, are entitled to elect a member of the Board, one (1) individual who shall be mutually acceptable to (i) the Active Founders who are then serving as full-time employees of the Company and (ii) the individuals designated as Board members pursuant to Sections 1.2(a), 1.2(b) and 1.2(c) above, and which individual shall initially be Xxxxxxx Xxxxxxx; provided that, in the event that Xxxxxxx Xxxxxxx resigns or is removed from the Board for any reason, his replacement director shall be mutually acceptable to the (i) Active Founders who are then serving as full-time employees of the Company, (ii) individuals designated as Board members pursuant to Sections 1.2(a), 1.2(b) and 1.2(c) above and (iii) holders of at least a majority of the shares of Series E Preferred Stock, voting together as a separate class. To the extent that any of clauses (a) through (d) above shall not be applicable, any member of the Board who would otherwise have been designated in accordance with the terms thereof shall instead be voted upon by all the stockholders of the Company entitled to vote thereon in accordance with, and pursuant to, the Restated Charter. For purposes of this Agreement, an individual, firm, corporation, partnership, association, limited liability company, trust or any other entity (collectively, a “Person”) shall be deemed an “Affiliate” of another Person who, directly or indirectly, controls, is controlled by or is under common control with such Person, including, without limitation, any general partner, managing member, officer or director of such Person or any venture capital fund now or hereafter existing that is controlled by one or more general partners or managing members of, or shares the same management company with, such Person.

Board Composition. Each Stockholder agrees From the 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 votedesignate 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 cause such earlier date as GSAM shall specify and who shall thereafter be included in the slate of nominees recommended by the 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 the shares of common stock of GSRP Holdings are listed, for as long as GSAM has a right to designate a director pursuant to this Section 2.08 the GSAM Director shall be entitled to be voteda member of all of the 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 GSRP Holdings Board, all Shares owned by GSAM shall be entitled to designate a board observer (the “GSAM Observer”) if such Stockholderindividual enters into a board observer agreement with GSRP Holdings in the form attached as Exhibit F. Notwithstanding the foregoing, the GSRP Holdings Board or over which such Stockholder has voting controlany committee thereof may exclude the GSAM Director or the GSAM Observer, as applicable, from time the relevant portion of any meeting to time the extent any conflicts of interest exist between any GSAM Entity, the GSAM Director or the GSAM Observer, on the one hand, and at all timesthe GSRP Entities, in whatever manner as shall be necessary on the other. Subject to ensure that Applicable Law, at each annual or special meeting of stockholders at which an the class of directors that includes the GSAM Director is up for election, GSRP Holdings shall solicit proxies in favor of the election of directors is held or pursuant to any written consent of the stockholders, GSAM Director in the following persons shall be elected same manner and to the Board: (a) At each election of directors in which the holders of shares of Series A/B/D Preferred Stock are entitled to elect the Series A/B/D Preferred Director, one (1) individual designated by the holders of at least a majority of the shares of Series A/B/D Preferred Stock, voting together same extent as a separate class and on an as-converted basis, which individual shall initially be Xxxxxx Xxxxxxx; (b) At each election of directors in which the holders of shares of Series C Preferred Stock, voting together as a separate class, are entitled to elect the Series C Preferred Director, one (1) individual designated by the holders of at least a majority of the shares of Series C Preferred Stock, voting together as a separate class, which individual shall initially be Xxxxx Xxxxx; (c) At each election of directors in which the holders of shares of Common Stock are entitled to elect three (3) other members of the GSRP Holdings Board, three (3) individuals as follows: (i) Each of Xxxxx Xxxxxxxxxxxx and Xxxxxx Xxxxxx (each, an “Active Founder” and, collectively, . If the “Active Founders”) for so long as he: (i) remains a full-time employee of the Company and (ii) holds, together with any Key Holder Trust (as defined in that certain Sixth Amended and Restated Right of First Refusal and Co-Sale Agreement, dated as of the date hereof, by and among the Company and the other parties thereto) established by such Active Founder (each such Key Holder Trust, an “AF Trust”), at least 20% of the Shares held collectively by such Active Founder and his AF Trust(s), if any, as of the date hereof (the “Threshold Shares”), except that if any Active Founder declines, is unable to serve, is no longer a full-time employee of the Company or, together with such Active Founder’s AF Trust, if any, no longer holds the Threshold Shares, such Active Founder’s successor shall be designated by the holders of at least a majority of the shares of Common Stock, voting together as a separate class; provided that if any Active Founder serving as a director pursuant to this section ceases to serve as a full-time employee of the Company and/or, together with such Active Founder’s AF Trust(s), if any, no longer holds the Threshold Shares, each of the Stockholders shall promptly vote their respective Shares to remove such Active Founder from the Board following such time as such Active Founder is no longer a full-time employee of the Company and/or no longer holds, together with such Active Founder’s AF Trust(s), if any, the Threshold Shares if such Active Founder has not resigned as a member of the Board; (ii) One individual designated by the holders of at least a majority of the shares of Common Stock (other than shares of Common Stock issued or issuable upon conversion of Preferred Stock), voting together as a separate class, that is reasonably acceptable to at least one of the Active Founders, which individual shall initially be Xxxxx Xxxxxx; provided that if any Active Founder cease to serve as a full-time employee of the Company and/or no longer holds, together with such Active Founder’s AF Trust, the Threshold Shares, then the director designated in accordance with this Section 1.2(d)(ii) need not be acceptable to such Active Founder; (d) At each election of directors in which the holders of shares of Common Stock and Preferred Stock, voting together as a single class, are entitled to elect a member of the Board, one (1) individual who shall be mutually acceptable to (i) the Active Founders who are then serving as full-time employees of the Company and (ii) the individuals designated as Board members pursuant to Sections 1.2(a), 1.2(b) and 1.2(c) above, and which individual shall initially be Xxxxxxx Xxxxxxx; provided that, in the event that Xxxxxxx Xxxxxxx GSAM Director resigns or is removed from the GSRP Holdings Board for any reasonor is unable to serve on the GSRP Holdings Board due to death or disability, his replacement director and at such time GSAM continues to be entitled to designate the GSAM Director, GSAM shall have the right to designate a successor who shall be mutually acceptable appointed to the (i) Active Founders who are then serving GSRP Holdings Board as full-time employees of promptly as practicable following the Company, (ii) individuals designated designation thereof and shall be treated as Board members pursuant to Sections 1.2(a), 1.2(b) and 1.2(c) above and (iii) holders of at least a majority of the shares of Series E Preferred Stock, voting together as a separate class. To the extent that any of clauses (a) through (d) above shall not be applicable, any member of the Board who would otherwise have been designated in accordance with the terms thereof shall instead be voted upon by GSAM Director for all the stockholders of the Company entitled to vote thereon in accordance with, and pursuant to, the Restated Charter. For purposes of this Agreement, an individual, firm, corporation, partnership, association, limited liability company, trust or any other entity (collectively, a “Person”) shall be deemed an “Affiliate” of another Person who, directly or indirectly, controls, is controlled by or is under common control with such Person, including, without limitation, any general partner, managing member, officer or director of such Person or any venture capital fund now or hereafter existing that is controlled by one or more general partners or managing members of, or shares the same management company with, such Person.

Board Composition. Each Stockholder agrees to vote, or cause to be voted, all Shares owned by such Stockholder, or over which such Stockholder has voting control, from time to time and at all times, in whatever manner as shall be necessary to ensure that at each annual or special meeting of stockholders at which an election of directors is held or pursuant to any written consent of the stockholders, the following persons shall be elected to the Board: (a) At each election On the date of directors in which the holders of shares of Series A/B/D Preferred Stock are entitled to elect the Series A/B/D Preferred Director, one (1) individual designated by the holders of at least a majority of the shares of Series A/B/D Preferred Stock, voting together as a separate class and on an as-converted basis, which individual shall initially be Xxxxxx Xxxxxxx; (b) At each election of directors in which the holders of shares of Series C Preferred Stock, voting together as a separate class, are entitled to elect the Series C Preferred Director, one (1) individual designated by the holders of at least a majority of the shares of Series C Preferred Stock, voting together as a separate class, which individual shall initially be Xxxxx Xxxxx; (c) At each election of directors in which the holders of shares of Common Stock are entitled to elect three (3) members of the Board, three (3) individuals as follows: (i) Each of Xxxxx Xxxxxxxxxxxx and Xxxxxx Xxxxxx (each, an “Active Founder” and, collectivelythis Agreement, the “Active Founders”) for so long as he: (i) remains a full-time employee of Company shall cause the Company and (ii) holds, together with any Key Holder Trust (as defined in that certain Sixth Amended and Restated Right of First Refusal and Co-Sale Agreement, dated as of the date hereof, by and among the Company and the other parties thereto) established by such Active Founder (each such Key Holder Trust, an “AF Trust”), at least 20% of the Shares held collectively by such Active Founder and his AF Trust(sPerson(s), if any, listed on Schedule B to be designated as of 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 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 “Threshold SharesTwo 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 of the Company, whether or not subject to contingencies or passage of time, or both; provided, that, if the Minority Shareholders’ beneficial ownership, 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 Active Founder declinessuch observer, is unable a “Committee Observer”). In each case, the Company shall take all commercially reasonable actions necessary to servecause the appointment of such Minority Shareholder Designee(s) (x) to the Board (including taking all actions to cause such Minority Shareholder Designee(s) to be nominated by the Board, is no longer a full-time employee including the Governance Committee, for election at each annual meeting of the shareholders of Company (or at any special shareholder meeting of the Company orat which the Board is to be elected)) and (y) to the applicable committee of the Board (including taking all actions to cause such Minority Shareholder Designee(s) to be elected by the Board to serve on such committee of the Board). (b) Each Minority Shareholder Designee shall comply in all respects with the Company’s corporate governance guidelines as in effect from time to time, in each case as determined by the Board’s Corporate Governance and Nominating Committee (the “Governance Committee”); provided, that the Company hereby acknowledges and agrees that the initial Minority Shareholder Designees comply with such corporate governance guidelines. The Minority Shareholder Representative shall notify the Company of any proposed Minority Shareholder Designee in writing no later than the latest date on which shareholders of the Company may make nominations to the Board in accordance with the Code of Regulations (such date, the “Designation Date”), together with all information concerning such Active Founder’s AF Trustnominee required to be delivered to the Company by the Code of Regulations and such other information reasonably requested by the Company; provided, if anythat the Company shall give the Shareholder Representative 30 days written notice of the Designation Date; provided, no longer holds further, that that in the Threshold Sharesevent the Minority Shareholder Representative fails to provide any such notice, such Active Founder’s successor the Minority Shareholder Designees shall be the person(s) then serving as the Minority Shareholder Designees as long as the Minority Shareholder Representative provides such information to the Company promptly upon request by the Company. (c) In the event of the death, disability, resignation or removal of a Minority Shareholder Designee, the Board will promptly elect to the Board a replacement director designated by the holders of at least a majority Minority Shareholder Representative, subject to the fulfillment of the shares requirements set forth in first sentence of Common Stock, voting together as a separate class; provided that if any Active Founder serving as a director pursuant to this section ceases to serve as a full-time employee of the Company and/or, together with such Active Founder’s AF Trust(sSection 2.1(b), if anyto fill the resulting vacancy, no longer holds the Threshold Shares, each of the Stockholders shall promptly vote their respective Shares to remove and such Active Founder from the Board following such time as such Active Founder is no longer a full-time employee of the Company and/or no longer holds, together with such Active Founder’s AF Trust(s), if any, the Threshold Shares if such Active Founder has not resigned as a member of the Board; (ii) One individual designated by the holders of at least a majority of the shares of Common Stock (other than shares of Common Stock issued or issuable upon conversion of Preferred Stock), voting together as a separate class, that is reasonably acceptable to at least one of the Active Founders, which individual shall initially then be Xxxxx Xxxxxx; provided that if deemed a Minority Shareholder Designee for all purposes under this Agreement. In the event the Minority Shareholder Representative fails to designate a replacement director to fill any Active Founder cease such vacancy, such Board seat shall remain vacant until the Minority Shareholder Representative designates such replacement director to serve as a full-time employee of the Company and/or no longer holds, together with fill such Active Founder’s AF Trust, the Threshold Shares, then the director designated in accordance with this Section 1.2(d)(ii) need not be acceptable to such Active Founder;vacancy. (d) At each So long as the Minority Shareholder Representative on behalf of the Minority Shareholders has the right to designate any Minority Shareholder Designee for election to the Board pursuant to Section 2.1(b), the Minority Shareholder Representative on behalf of directors the Minority Shareholders shall have the right to designate a non-voting observer to the Board in which the holders of shares of Common Stock and Preferred Stocklieu of, voting together or as a single classreplacement for, are any Minority Shareholder Designee (any such observer, a “Minority Shareholder Observer”). Each Minority Shareholder Observer shall be entitled to elect a member of the Board, one (1x) individual who shall be mutually acceptable to (i) the Active Founders who are then serving as full-time employees of the Company and (ii) the individuals designated as Board members pursuant to Sections 1.2(a), 1.2(b) and 1.2(c) above, and which individual shall initially be Xxxxxxx Xxxxxxx; provided that, in the event that Xxxxxxx Xxxxxxx resigns or is removed from the Board for any reason, his replacement director shall be mutually acceptable to the (i) Active Founders who are then serving as full-time employees of the Company, (ii) individuals designated as Board members pursuant to Sections 1.2(a), 1.2(b) and 1.2(c) above and (iii) holders of at least a majority of the shares of Series E Preferred Stock, voting together as a separate class. To the extent that any of clauses (a) through (d) above shall not be applicable, any member attend all meetings of the Board who would otherwise and each applicable committee of the Board except as prohibited by applicable law or stock exchange requirements and (y) receive all materials with respect to such meetings. The Minority Shareholder Representative on behalf of the Minority Shareholders shall have been designated in accordance the right to remove or replace any Minority Shareholder Observer at any time from time to time, subject to compliance with the terms thereof first sentence of Section 2.1(b). The Company shall instead be voted upon by (x) notify each Minority Shareholder Observer of all the stockholders meetings of the Company Board (and the applicable committees thereof) using the same form of communication used to notify the directors on the Board and (y) provide each Minority Shareholder Observer with copies of all notices, minutes, consents and other materials provided to the directors on the Board no later than the time that such materials are provided to the directors. Each Minority Shareholder Observer shall be entitled to vote thereon reimbursement for reasonable out-of-pocket expenses incurred in accordance withattending meetings of the Board (and the applicable committees thereof) to the same extent as directors on the Board. (e) If a Committee Observer is designated pursuant to Section 2.1(a), and pursuant to, the Restated Charter. For purposes of this Agreement, an individual, firm, corporation, partnership, association, limited liability company, trust or any other entity (collectively, a “Person”) such Committee Observer shall be deemed an “Affiliate” entitled to (x) attend all meetings of another Person who, directly each committee of the Board except as prohibited by applicable law or indirectly, controls, is controlled by or is under common control stock exchange requirements and (y) receive all materials with respect to such Person, including, without limitation, any general partner, managing member, officer or director meetings. The Company shall (x) notify each Committee Observer of all meetings of the committees of the Board using the same form of communication used to notify the members of such Person or any venture capital fund now or hereafter existing committee and (y) provide each Committee Observer with copies of all notices, minutes, consents and other materials provided to the members of such committee no later than the time that is controlled by one or more general partners or managing members such materials are provided to the members. Each Committee Observer shall be entitled to reimbursement for reasonable out-of, or shares -pocket expenses incurred in attending meetings of the committees of the Board to the same management company with, extent as members of such Personcommittees.

Board Composition. Each Stockholder (with respect to all shares of Voting Securities that such Stockholder owns or over which such Stockholder otherwise exercises voting power) hereby agrees to vote, or cause to be voted, all Shares owned in person, by such Stockholderproxy or by action by written consent, or over which such Stockholder has voting controlas applicable, from time to time and at all times, in whatever manner as shall be necessary to ensure that at each annual or special meeting of stockholders Stockholders at which an election of directors is held or pursuant to any written consent of the stockholdersStockholders, the following persons shall be elected to the Board: (ai) At each election of directors in which the holders of For so long as Xxx X. Xxxxx holds shares of Series A/B/D Common Stock or Preferred Stock are entitled to elect the Series A/B/D Preferred DirectorStock, one individual designated by Xxx X. Xxxxx, which individual shall initially be Xxx X. Xxxxx; (1ii) For so long as Xxxxx Xxxxx holds shares of Common Stock or Preferred Stock, one individual designated by Xxxxx Xxxxx, which individual shall initially be Xxxxx Xxxxx; (iii) For so long as InterWest Partners LP (the “InterWest Designee”) holds shares of Common Stock or Preferred Stock, one individual designated by the holders of at least a majority of the shares of Series A/B/D Preferred Stock, voting together as a separate class and on an as-converted basisInterWest Designee, which individual shall initially be Xxxxxx Xxxxxxx; (biv) At each election of directors in which the holders of For so long as New Enterprise Associates 16, Limited Partnership (“NEA”) holds shares of Series C D Convertible Preferred Stock, voting together as a separate class, are entitled to elect the Series C Preferred Director, one (1) individual designated by NEA (the holders of at least a majority of the shares of Series C Preferred Stock, voting together as a separate class“NEA Designee”), which individual shall initially be Xxxxx XxxxxXxxx Xxxxxx; (cv) At each election of directors in which the holders of shares of Common Stock are entitled to elect three (3) members of the Board, three (3) individuals as follows: (i) Each of Xxxxx Xxxxxxxxxxxx and Xxxxxx Xxxxxx (each, an “Active Founder” and, collectively, the “Active Founders”) for For so long as he: Quan Venture Fund I, L.P. (i“Quan”) remains a full-time employee holds shares of Series D Convertible Preferred Stock, one individual designated by Quan and reasonably acceptable to the Company Board and NEA (ii) holds, together with any Key Holder Trust (as defined in that certain Sixth Amended and Restated Right of First Refusal and Co-Sale Agreement, dated as of the date hereof, by and among the Company and the other parties thereto) established by such Active Founder (each such Key Holder Trust, an “AF TrustQuan Designee”), at least 20% of the Shares held collectively by such Active Founder and his AF Trust(s), if any, as of the date hereof which directorship shall initially be vacant; (vi) The Company’s Chief Executive Officer (the “Threshold SharesCEO Director”), except that if any Active Founder declineswho shall initially be Xxxxxxx X. Xxxxxxx, is unable to serve, is no longer a full-time employee of the Company or, together with such Active Founder’s AF Trust, if any, no longer holds the Threshold Shares, such Active Founder’s successor shall be designated by the holders of at least a majority of the shares of Common Stock, voting together as a separate class; provided that if for any Active Founder serving as a director pursuant to this section ceases reason the CEO Director shall cease to serve as a full-time employee the Chief Executive Officer of the Company and/or, together with such Active Founder’s AF Trust(s), if any, no longer holds the Threshold SharesCompany, each of the Stockholders shall promptly vote their respective Shares shares (i) to remove such Active Founder the former Chief Executive Officer from the Board following if such time person has not resigned as a member of the Board and (ii) to elect such Active Founder is no longer a full-time employee person’s replacement as Chief Executive Officer of the Company and/or no longer holds, together with such Active Founderas the new CEO Director; (vii) The Company’s AF Trust(sChief Scientific Officer (the “CSO Director”), who shall initially be Xxxxx Xxxxxxxx, provided that if anyfor any reason the CSO Director shall cease to serve as the Chief Scientific Officer of the Company, each of the Threshold Shares Stockholders shall promptly vote their respective shares to remove the former Chief Scientific Officer from the Board if such Active Founder person has not resigned as a member of the Board;; and (iiviii) One Subject to Sections 4.1(b)(i) through (vii), any individual designated by the holders of at least a majority of the shares of Common Stock (other than shares of Common Stock issued or issuable upon conversion of Preferred Stock)Board, voting together as a separate class, that is reasonably acceptable to at least one of the Active Founders, which individual individual(s) shall initially be Xxxxx Xxxxxx; provided that if any Active Founder cease to serve as a full-time employee of the Company and/or no longer holds, together with such Active Founder’s AF Trust, the Threshold Shares, then the director designated in accordance with this Section 1.2(d)(ii) need not be acceptable to such Active Founder; (d) At each election of directors in which the holders of shares of Common Stock and Preferred Stock, voting together as a single class, are entitled to elect a member of the Board, one (1) individual who shall be mutually acceptable to (i) the Active Founders who are then serving as full-time employees of the Company and (ii) the individuals designated as Board members pursuant to Sections 1.2(a), 1.2(b) and 1.2(c) above, and which individual shall initially be Xxxxxxx Xxxxxxx; provided that, in the event that Xxxxxxx Xxxxxxx resigns or is removed from the Board for any reason, his replacement director shall be mutually acceptable to the (i) Active Founders who are then serving as full-time employees of the Company, (ii) individuals designated as Board members pursuant to Sections 1.2(a), 1.2(b) and 1.2(c) above and (iii) holders of at least a majority of the shares of Series E Preferred Stock, voting together as a separate classXxxxxxxxx. To the extent that any of clauses (ai) through (dvii) above shall not be applicable, any member of the Board who would otherwise have been designated in accordance with the terms thereof shall instead be voted upon designated by all the stockholders of the Company entitled to vote thereon in accordance with, and pursuant to, the Restated Charter. For purposes of this Agreement, an individual, firm, corporation, partnership, association, limited liability company, trust or any other entity (collectively, a “Person”) shall be deemed an “Affiliate” of another Person who, directly or indirectly, controls, is controlled by or is under common control with such Person, including, without limitation, any general partner, managing member, officer or director of such Person or any venture capital fund now or hereafter existing that is controlled by one or more general partners or managing members of, or shares the same management company with, such PersonBoard.

Board Composition. Each Stockholder agrees to vote, or cause to be voted, all Shares owned by such Stockholder, or over which such Stockholder has voting control, from time to time and at all times, in whatever manner as shall be necessary to ensure that at each annual or special meeting of stockholders at which an election of directors is held or pursuant to any written consent of the stockholders, subject to Section 5, the following persons shall be elected to the Board: (a) At each election of directors in which the holders of shares of Series A/B/D Preferred Stock are entitled One person designated from time to elect the Series A/B/D Preferred Director, one time by Jxxxx Xxxxxxxxx Research Fund or its Affiliates (1“Janus”) individual designated by the holders of for so long as such Stockholder and its Affiliates (as defined below) continue to own beneficially at least a majority 300,000 of the shares of Series A/B/D Common Stock (including shares of Common Stock issued or issuable upon conversion of the Preferred Stock), voting together as a separate class which number is subject to appropriate adjustment for any stock splits, stock dividends, combinations, recapitalizations and on an as-converted basisthe like), which individual shall initially be Xxxxxx Xxxxxxxundesignated; provided however that in the absence of any designation by Janus, such person shall be selected by the majority of the Board of Directors then in office; (b) At each election of directors in which the holders of shares of Series C Preferred Stock, voting together as a separate class, are entitled to elect the Series C Preferred Director, one (1) One individual designated from time to time by the holders Key Holders holding of at least a majority of the shares of Series C Preferred Stock, voting together as a separate class, which individual shall initially be Xxxxx Xxxxx; (c) At each election of directors in which the holders of shares of Common Stock are entitled to elect three (3) members of the Board, three (3) individuals as follows: (i) Each of Xxxxx Xxxxxxxxxxxx and Xxxxxx Xxxxxx (each, an “Active Founder” and, collectively, the “Active Founders”) for so long as he: (i) remains a full-time employee of the Company and (ii) holds, together with any Key Holder Trust (as defined in that certain Sixth Amended and Restated Right of First Refusal and Co-Sale Agreement, dated as of the date hereof, by and among the Company and the other parties thereto) established by such Active Founder (each such Key Holder Trust, an “AF Trust”), at least 20% of the Shares held collectively by such Active Founder and his AF Trust(s), if any, as of the date hereof (the “Threshold Shares”), except that if any Active Founder declines, is unable to serve, is no longer a full-time employee of the Company or, together with such Active Founder’s AF Trust, if any, no longer holds the Threshold Shares, such Active Founder’s successor shall be designated by the holders of at least a majority of the shares of Common Stock, voting together as a separate class; provided that such Key Holders are then providing services to the Company, which individual shall initially be Sxxxxx Xxxxxxxxxxxxx; and (c) The Company’s Chief Executive Officer, who shall initially be Rxxxxx Xxxxxxxx (the “CEO Director”), provided that if for any Active Founder serving as a director pursuant to this section ceases reason the CEO Director shall cease to serve as a full-time employee the Chief Executive Officer of the Company and/or, together with such Active Founder’s AF Trust(s), if any, no longer holds the Threshold SharesCompany, each of the Stockholders shall promptly vote their respective Shares (i) to remove such Active Founder the former Chief Executive Officer of the Company from the Board following such time as such Active Founder is no longer a full-time employee of the Company and/or no longer holds, together with such Active Founder’s AF Trust(s), if any, the Threshold Shares if such Active Founder person has not resigned as a member of the Board; (ii) One individual designated by the holders of at least a majority of the shares of Common Stock (other than shares of Common Stock issued or issuable upon conversion of Preferred Stock), voting together as a separate class, that is reasonably acceptable to at least one of the Active Founders, which individual shall initially be Xxxxx Xxxxxx; provided that if any Active Founder cease to serve as a full-time employee of the Company and/or no longer holds, together with such Active Founder’s AF Trust, the Threshold Shares, then the director designated in accordance with this Section 1.2(d)(ii) need not be acceptable to such Active Founder; (d) At each election of directors in which the holders of shares of Common Stock and Preferred Stock, voting together as a single class, are entitled to elect a member of the Board, one (1) individual who shall be mutually acceptable to (i) the Active Founders who are then serving as full-time employees of the Company and (ii) the individuals designated to elect such person’s replacement as Board members pursuant to Sections 1.2(a), 1.2(b) and 1.2(c) above, and which individual shall initially be Xxxxxxx Xxxxxxx; provided that, in the event that Xxxxxxx Xxxxxxx resigns or is removed from the Board for any reason, his replacement director shall be mutually acceptable to the (i) Active Founders who are then serving as full-time employees Chief Executive Officer of the Company, (ii) individuals designated Company as Board members pursuant to Sections 1.2(a), 1.2(b) and 1.2(c) above and (iii) holders of at least a majority of the shares of Series E Preferred Stock, voting together as a separate classnew CEO Director. To the extent that any of clauses (a) through (d) above shall not be applicable, any member of the Board who would otherwise have been designated in accordance with the terms thereof shall instead be voted upon by all the stockholders of the Company entitled to vote thereon in accordance with, and pursuant to, the Restated CharterCertificate. For purposes of this Agreement, an individual, firm, corporation, partnership, association, limited liability company, trust or any other entity (collectively, a “Person”) shall be deemed an “Affiliate” of another Person who, directly or indirectly, controls, is controlled by or is under common control with such Person, including, without limitation, any general partner, managing member, officer officer, director or director trustee of such Person Person, or any venture capital fund or registered investment company now or hereafter existing that is controlled by one or more general partners or partners, managing members or investment advisers of, or shares the same management company or investment adviser with, such Person.

Board Composition. Each Stockholder agrees to voteAt Closing, or cause to be voted, all Shares owned by such Stockholder, or over which such Stockholder has voting control, from time to time and at all times, in whatever manner as there shall be necessary to ensure that at each annual or special meeting a Board of stockholders at which an election Directors consisting of directors is held or pursuant to any written consent nine (9) Directors. Holders of seventy-five percent (75%) of the stockholders, the following persons shall be elected to the Board: (a) At each election of directors in which the holders of shares of Series A/B/D then outstanding Existing Preferred Stock are entitled to elect the Series A/B/D Preferred Director, one (1) individual designated by the holders of at least a majority of the shares of Series A/B/D Preferred StockShares, voting together as a separate class and on an as-converted basis, which individual shall initially be Xxxxxx Xxxxxxx; may appoint two (b2) At Directors (each election of directors an “Existing Preferred Share Director”), and may in which like manner remove with or without cause any Existing Preferred Share Director so appointed and may in like manner appoint another Person in his stead. The Series C Shareholder may appoint four (4) Directors (the “Series C Directors, and collectively with the Existing Preferred Share Directors, the “Preferred Share Directors”) and may in like manner remove with or without cause any Series C Director so appointed and may in like manner appoint another Person in his stead. The holders of shares a majority of Series C Preferred Stockthe then outstanding Ordinary Shares, voting together as a separate class, are entitled to elect the Series C Preferred Director, one (1) individual designated by the holders of at least a majority of the shares of Series C Preferred Stock, voting together as a separate class, which individual shall initially be Xxxxx Xxxxx; (c) At each election of directors in which the holders of shares of Common Stock are entitled to elect may appoint three (3) members Directors (the “Ordinary Share Directors”) and may in like manner remove with or without cause any Ordinary Share Director so appointed and may in like manner appoint another Person in his stead. For the avoidance of doubt, any votes “on an as-converted basis” as referred to in this Agreement shall be construed and calculated in accordance with the Articles. Subsequently to Closing, in the event of any transfers or redemption of shares among the holders of the BoardOrdinary Shares, three (3) individuals the Existing Preferred Shareholders and the Series C Shareholders, the composition and size of the Board of Directors shall be determined as follows: (i) Each of Xxxxx Xxxxxxxxxxxx and Xxxxxx Xxxxxx (each, an “Active Founder” and, collectively, the “Active Founders”) for so long as he: (i) remains a full-time employee of the Company and (ii) holds, together with any Key Holder Trust (as defined in that certain Sixth Amended and Restated Right of First Refusal and Co-Sale Agreement, dated as of the date hereof, by and among the Company and the other parties thereto) established by such Active Founder (each such Key Holder Trust, an “AF Trust”), at least 20% of the Shares held collectively by such Active Founder and his AF Trust(s), if any, as of the date hereof (the “Threshold Shares”), except that if any Active Founder declines, is unable to serve, is no longer a full-time employee of the Company or, together with such Active Founder’s AF Trust, if any, no longer holds the Threshold Shares, such Active Founder’s successor shall be designated by the holders of at least a majority of the shares then outstanding Ordinary Shares, voting as a separate class, shall be entitled to appoint one (1) Director for every ten percent (10%) of Common Stockthe issued share capital of the Company plus one Share held by holders of Ordinary Shares from time to time, and may in like manner remove with or without cause any Ordinary Share Director so appointed and may in like manner appoint another Person in his stead; (ii) the holders of seventy-five percent (75%) of the then outstanding Existing Preferred Shares, voting together as a separate class; provided that if any Active Founder serving as a director pursuant class on an as-converted basis, shall be entitled to this section ceases to serve as a full-time employee appoint one (1) Director for every ten percent (10%) of the issued share capital of the Company and/or, together with such Active Founder’s AF Trust(s), if any, no longer holds the Threshold Shares, each of the Stockholders shall promptly vote their respective Shares to remove such Active Founder from the Board following such time as such Active Founder is no longer a full-time employee of the Company and/or no longer holds, together with such Active Founder’s AF Trust(s), if any, the Threshold Shares if such Active Founder has not resigned as a member of the Board; (ii) One individual designated plus one Share held by the holders of at least Existing Preferred Shares from time to time and may in like manner remove with or without cause any Existing Preferred Director so appointed and may in like manner appoint another Person in his stead; and (iii) the holders of a majority of the shares of Common Stock (other than shares of Common Stock issued or issuable upon conversion of Preferred Stock), voting together as a separate class, that is reasonably acceptable to at least one of the Active Founders, which individual then outstanding Series C Shares shall initially be Xxxxx Xxxxxx; provided that if any Active Founder cease to serve as a full-time employee of the Company and/or no longer holds, together with such Active Founder’s AF Trust, the Threshold Shares, then the director designated in accordance with this Section 1.2(d)(ii) need not be acceptable to such Active Founder; (d) At each election of directors in which the holders of shares of Common Stock and Preferred Stock, voting together as a single class, are entitled to elect a member of the Board, appoint one (1) individual who shall be mutually acceptable to Director for every ten percent (i10%) of the Active Founders who are then serving as full-time employees issued share capital of the Company plus one Share held by the holders of Series C Shares from time to time and may in like manner remove with or without cause any Series C Director so appointed and may in like manner appoint another Person in his stead; provided, however, that there shall be no adjustment to the composition of the Board until and unless any of (iiA) the individuals designated as Board members holders of a majority of the then outstanding Ordinary Shares, (B) the holders of seventy-five percent (75%) of the then outstanding Existing Preferred Shares, or (C) the holders of a majority of the then outstanding Series C Shares are entitled pursuant to Sections 1.2(aSection 2.11(a)(i), 1.2(b) and 1.2(c) above, and which individual shall initially be Xxxxxxx Xxxxxxx; provided that, in the event that Xxxxxxx Xxxxxxx resigns or is removed from the Board for any reason, his replacement director shall be mutually acceptable to the (i) Active Founders who are then serving as full-time employees of the Company, (ii) individuals designated as Board members pursuant to Sections 1.2(a), 1.2(b) and 1.2(c) above and or (iii) holders respectively to appoint a higher number of Directors than its Director appointment rights set out in the first paragraph of Section 2.11(a). There shall be at least a majority of three (3) committees under the shares of Series E Preferred StockBoard, voting together as a separate class. To which are the extent that any of clauses (a) through (d) above shall not be applicableAudit Committee, any member of the Board who would otherwise have been designated in accordance with the terms thereof shall instead be voted upon by all the stockholders of the Company entitled to vote thereon in accordance withRemuneration Committee, and pursuant to, the Restated Charter. For purposes of this Agreement, an individual, firm, corporation, partnership, association, limited liability company, trust or any other entity (collectively, a “Person”) shall be deemed an “Affiliate” of another Person who, directly or indirectly, controls, is controlled by or is under common control with such Person, including, without limitation, any general partner, managing member, officer or director of such Person or any venture capital fund now or hereafter existing that is controlled by one or more general partners or managing members of, or shares the same management company with, such PersonExecutive Committee.

Board Composition. Each Stockholder agrees to vote, or cause to be voted, all Shares owned by such Stockholder, or over which such Stockholder has voting control, from time to time and at all times, in whatever manner as shall be necessary to ensure that at each annual or special meeting of stockholders at which an election of directors is held or pursuant to any written consent of the stockholders, the following persons shall be elected to the Board: (a) At each election of directors in which the holders of shares of Series A/B/D Preferred Stock are entitled to elect the Series A/B/D Preferred Director, one Two (12) individual persons designated by the holders of at least a majority of the shares of Series A/B/D Preferred Stock, voting together as a separate class and on an as-converted basis, which individual individuals shall initially be Xxxxxxx X. Xxxxxxxx and Xxxxxx Xxxxxxx; (b) At each election of directors in which the holders of shares of Series C Preferred StockX’Xxxxxx, voting together for so long as a separate class, are entitled such Stockholders and their Affiliates continue to elect the Series C Preferred Director, one (1) individual designated by the holders of own beneficially at least a majority of the shares of Series C Preferred Stock, voting together as a separate class, which individual shall initially be Xxxxx Xxxxx; (c) At each election of directors in which the holders of 754,341 shares of Common Stock are entitled to elect three (3) members of the Board, three (3) individuals as follows: (i) Each of Xxxxx Xxxxxxxxxxxx and Xxxxxx Xxxxxx (each, an “Active Founder” and, collectively, the “Active Founders”) for so long as he: (i) remains a full-time employee of the Company and (ii) holds, together with any Key Holder Trust (as defined in that certain Sixth Amended and Restated Right of First Refusal and Co-Sale Agreement, dated as of the date hereof, by and among the Company and the other parties thereto) established by such Active Founder (each such Key Holder Trust, an “AF Trust”), at least 20% of the Shares held collectively by such Active Founder and his AF Trust(s), if any, as of the date hereof (the “Threshold Shares”), except that if any Active Founder declines, is unable to serve, is no longer a full-time employee of the Company or, together with such Active Founder’s AF Trust, if any, no longer holds the Threshold Shares, such Active Founder’s successor shall be designated by the holders of at least a majority of the shares of Common Stock, voting together as a separate class; provided that if any Active Founder serving as a director pursuant to this section ceases to serve as a full-time employee of the Company and/or, together with such Active Founder’s AF Trust(s), if any, no longer holds the Threshold Shares, each of the Stockholders shall promptly vote their respective Shares to remove such Active Founder from the Board following such time as such Active Founder is no longer a full-time employee of the Company and/or no longer holds, together with such Active Founder’s AF Trust(s), if any, the Threshold Shares if such Active Founder has not resigned as a member of the Board; (ii) One individual designated by the holders of at least a majority of the shares of Common Stock (other than including shares of Common Stock issued or issuable upon conversion of Preferred Stock), voting together which number is subject to appropriate adjustment for all stock splits, dividends, combinations, recapitalizations and the like. (b) For so long as a separate class, that is reasonably acceptable to the Key Holders hold at least one any shares of Common Stock (as adjusted for any stock splits, stock dividends, recapitalizations or the like), and as long as such individuals are providing services to the Company, three (3) individual designated by the holders of a majority of the Active Founders, Shares of Common Stock which individual shall initially be Alexander Day, Xxxxx Xxxxxx; Xxxxx, and Xxxx Xxxxxxxxxxx; (c) The Company’s Chief Executive Officer, who shall initially be Xxxxx Xxxxxx (the “CEO Director”), provided that if for any Active Founder reason the CEO Director shall cease to serve as a full-time employee the Chief Executive Officer of the Company and/or no longer holdsCompany, together with each of the Stockholders shall promptly vote their respective Shares (i) to remove the former Chief Executive Officer from the Board if such Active Founder’s AF Trust, the Threshold Shares, then the director designated in accordance with this Section 1.2(d)(ii) need person has not be acceptable to such Active Founder; (d) At each election of directors in which the holders of shares of Common Stock and Preferred Stock, voting together resigned as a single class, are entitled to elect a member of the Board, one (1) individual who shall be mutually acceptable to (i) the Active Founders who are then serving as full-time employees of the Company ; and (ii) the individuals designated to elect such person’s replacement as Board members pursuant to Sections 1.2(a), 1.2(b) and 1.2(c) above, and which individual shall initially be Xxxxxxx Xxxxxxx; provided that, in the event that Xxxxxxx Xxxxxxx resigns or is removed from the Board for any reason, his replacement director shall be mutually acceptable to the (i) Active Founders who are then serving as full-time employees Chief Executive Officer of the Company, (ii) individuals designated Company as Board members pursuant the new CEO Director; and to Sections 1.2(a), 1.2(b) and 1.2(c) above and (iii) holders of at least a majority of the shares of Series E Preferred Stock, voting together as a separate class. To the extent that any of clauses (a) through (dc) above shall not be applicable, any member of the Board who would otherwise have been designated in accordance with the terms thereof shall instead be voted upon by all the stockholders of the Company entitled to vote thereon in accordance with, and pursuant to, the Restated CharterCertificate. For purposes of this Agreement, an individual, firm, corporation, partnership, association, limited liability company, trust or any other entity (collectively, a “Person”) shall be deemed an “Affiliate” of another Person who, directly or indirectly, controls, is controlled by or is under common control with such Person, including, without limitation, any general partner, managing member, officer or director of such Person or any venture capital fund now or hereafter existing that is controlled by one or more general partners or managing members of, or shares the same management company with, such Person.

Board Composition. Each Stockholder agrees to vote(a) Effective as of the Effective Date (as defined in the Agreement and Plan of Reorganization, or cause to dated as of June 9, 2013, by and between Union First Market Bankshares Corporation and StellarOne Corporation (“StellarOne”), as the same may be voted, all Shares owned by such Stockholder, or over which such Stockholder has voting control, amended from time to time (the “Merger Agreement”)), and at all timesnotwithstanding any other provision of these Bylaws that may be to the contrary, the Board of Directors of the Corporation shall be comprised of nineteen directors, of which eleven shall be members of the Board of Directors of the Corporation prior to the Effective Date chosen by the Corporation prior to the Effective Date (each a “Union Director” and collectively the “Union Directors”), and eight shall be members of the Board of Directors of StellarOne prior to the Effective Date who are designated by StellarOne prior to the Effective Date by StellarOne, subject to the consent of Union which shall not be unreasonably withheld, to serve as directors of the Corporation (each a “StellarOne Director” and collectively the “StellarOne Directors”). The Union Directors and the StellarOne Directors shall be apportioned among the three classes of the Board of Directors of the Corporation in whatever a manner as nearly equal as possible. (b) From and after the Effective Date through the third anniversary of the Effective Date, all vacancies on the Board of Directors of the Corporation created by the cessation of service of a Union Director shall be necessary filled by a nominee proposed to ensure that at each annual or special meeting of stockholders at which an election of directors is held or pursuant to any written consent the nominating committee of the stockholders, Board of Directors of the following persons shall be elected to the Board: (a) At each election of directors in which the holders of shares of Series A/B/D Preferred Stock are entitled to elect the Series A/B/D Preferred Director, one (1) individual designated Corporation by the holders of at least a majority of the shares remaining Union Directors, and all vacancies on the Board of Series A/B/D Preferred Stock, voting together as a separate class and on an as-converted basis, which individual shall initially be Xxxxxx Xxxxxxx; (b) At each election Directors of directors in which the holders of shares of Series C Preferred Stock, voting together as a separate class, are entitled to elect the Series C Preferred Director, one (1) individual designated Corporation created by the holders cessation of at least service of a StellarOne Director shall be filled by a nominee proposed to the nominating committee of the Board of Directors of the Corporation by a majority of the shares of Series C Preferred Stockremaining StellarOne Directors, voting together as a separate class, which individual shall initially be Xxxxx Xxxxx;applicable. (c) At each election All directors so nominated and appointed or elected to the Board of directors in which the holders of shares of Common Stock are entitled to elect three (3) members Directors of the BoardCorporation by proposal of the Union Directors shall be considered “Union Directors” for purposes of this Article II, three (3) individuals as follows:Section 9, and all directors so nominated and appointed or elected to the Board of Directors of the Corporation by proposal of StellarOne Directors shall be considered “StellarOne Directors” for purposes of this Article II, Section 9. (id) Each From and after the Effective Date through the third anniversary of Xxxxx Xxxxxxxxxxxx and Xxxxxx Xxxxxx (each, an “Active Founder” and, collectivelythe Effective Date, the “Active Founders”) for so long as he: (i) remains a full-time employee provisions of this Section 9 may be modified, amended or repealed, and any Bylaw provision inconsistent with the provisions of this Section 9 may be adopted, only by an affirmative vote of the Company StellarOne Directors. This Section 9 will automatically terminate and be deemed repealed in full effective as of the third anniversary of the Effective Date without any further action by the Board of Directors of the Corporation. In the event of any inconsistency between any provision of this Section 9 and any other provision of these Bylaws or the Corporation’s other constituent documents, the provisions of this Section 9 are intended to control. THIS AFFILIATE AGREEMENT (ii) holds, together with any Key Holder Trust (as defined in that certain Sixth Amended and Restated Right of First Refusal and Co-Sale the “Agreement”), dated as of the date hereofJune 9, 2013, is by and among the Company and the other parties thereto) established by such Active Founder UNION FIRST MARKET BANKSHARES CORPORATION, a Virginia corporation (each such Key Holder Trust, an “AF TrustUnion”), at least 20% of the Shares held collectively by such Active Founder and his AF Trust(sSTELLARONE CORPORATION, a Virginia corporation (“StellarOne”), if any, as and the undersigned stockholder of the date hereof StellarOne (the “Threshold SharesStockholder”), except that if any Active Founder declines, is unable to serve, is no longer a full-time employee of . All terms used herein and not defined herein shall have the Company or, together with such Active Founder’s AF Trust, if any, no longer holds the Threshold Shares, such Active Founder’s successor shall be designated by the holders of at least a majority of the shares of Common Stock, voting together as a separate class; provided that if any Active Founder serving as a director pursuant to this section ceases to serve as a full-time employee of the Company and/or, together with such Active Founder’s AF Trust(s), if any, no longer holds the Threshold Shares, each of the Stockholders shall promptly vote their respective Shares to remove such Active Founder from the Board following such time as such Active Founder is no longer a full-time employee of the Company and/or no longer holds, together with such Active Founder’s AF Trust(s), if any, the Threshold Shares if such Active Founder has not resigned as a member of the Board; (ii) One individual designated by the holders of at least a majority of the shares of Common Stock (other than shares of Common Stock issued or issuable upon conversion of Preferred Stock), voting together as a separate class, that is reasonably acceptable to at least one of the Active Founders, which individual shall initially be Xxxxx Xxxxxx; provided that if any Active Founder cease to serve as a full-time employee of the Company and/or no longer holds, together with such Active Founder’s AF Trust, the Threshold Shares, then the director designated in accordance with this Section 1.2(d)(ii) need not be acceptable to such Active Founder; (d) At each election of directors in which the holders of shares of Common Stock and Preferred Stock, voting together as a single class, are entitled to elect a member of the Board, one (1) individual who shall be mutually acceptable to (i) the Active Founders who are then serving as full-time employees of the Company and (ii) the individuals designated as Board members pursuant to Sections 1.2(a), 1.2(b) and 1.2(c) above, and which individual shall initially be Xxxxxxx Xxxxxxx; provided that, meanings assigned thereto in the event that Xxxxxxx Xxxxxxx resigns or is removed from the Board for any reason, his replacement director shall be mutually acceptable to the Merger Agreement (i) Active Founders who are then serving as full-time employees of the Company, (ii) individuals designated as Board members pursuant to Sections 1.2(adefined below), 1.2(b) and 1.2(c) above and (iii) holders of at least a majority of the shares of Series E Preferred Stock, voting together as a separate class. To the extent that any of clauses (a) through (d) above shall not be applicable, any member of the Board who would otherwise have been designated in accordance with the terms thereof shall instead be voted upon by all the stockholders of the Company entitled to vote thereon in accordance with, and pursuant to, the Restated Charter. For purposes of this Agreement, an individual, firm, corporation, partnership, association, limited liability company, trust or any other entity (collectively, a “Person”) shall be deemed an “Affiliate” of another Person who, directly or indirectly, controls, is controlled by or is under common control with such Person, including, without limitation, any general partner, managing member, officer or director of such Person or any venture capital fund now or hereafter existing that is controlled by one or more general partners or managing members of, or shares the same management company with, such Person.

Board Composition. Each Stockholder Shareholder agrees to vote, or cause to be voted, all Shares owned by such StockholderShareholder, or over which such Stockholder Shareholder has voting control, from time to time and at all times, in whatever manner as shall be necessary to ensure that at each annual or special meeting of stockholders shareholders at which an election of directors is held or pursuant to any written consent of the stockholdersshareholders, the following persons shall be elected to the Board: (a) At For so long as Highland Consumer Fund and its Affiliates (as defined below) (collectively, “Highland”) have not transferred (other than to the Company or to Affiliates of Highland) more than 806,951 Series A Preferred Shares (subject to appropriate adjustment for all share splits, dividends, combinations, recapitalizations and the like), two (2) individuals designated by Highland, which individuals are as at the date hereof, Xxxxxx X. Xxxxxxxx and Xxx Xxxxxxxx; provided, however, if Highland and its Affiliates have transferred (other than to the Company or to Affiliates of Highland) more than 806,951 Series A Preferred Shares but less than 1,613,902 Series A Preferred Shares (in each election of directors in which case, subject to appropriate adjustment for all share splits, dividends, combinations, recapitalizations and the holders of shares of Series A/B/D Preferred Stock are like), Highland shall be entitled to elect the Series A/B/D Preferred Director, designate one (1) individual designated by to the holders Board (such person or persons, as the case may be, the “Highland Designees”); for greater certainty, any transferee of at least a majority of the shares of Highland’s Series A Preferred Shares or Series A/B/D -l Preferred Stock, voting together as a separate class and on Shares that is not an as-converted basis, which individual Affiliate of Highland shall initially be Xxxxxx Xxxxxxxnot have any right to designate directors pursuant to this Section 1; (b) At each election of directors in which the holders of shares of Series C Preferred Stock, voting together as a separate class, are entitled to elect the Series C Preferred Director, one The Chief Executive Officer (1) individual designated by the holders of at least a majority of the shares of Series C Preferred Stock, voting together as a separate class, which individual shall initially be Xxxxx Xxxxx; (c) At each election of directors in which the holders of shares of Common Stock are entitled to elect three (3) members of the Board, three (3) individuals as follows: (i) Each of Xxxxx Xxxxxxxxxxxx and Xxxxxx Xxxxxx (each, an “Active Founder” and, collectively, the “Active FoundersCEO”) for so long as he: (i) remains a full-time employee of the Company and (ii) holds, together with at any Key Holder Trust (as defined in that certain Sixth Amended and Restated Right of First Refusal and Co-Sale Agreement, dated as of the date hereof, by and among the Company and the other parties thereto) established by such Active Founder (each such Key Holder Trust, an “AF Trust”), at least 20% of the Shares held collectively by such Active Founder and his AF Trust(s), if any, as of the date hereof given time (the “Threshold SharesCEO Director”), except that if any Active Founder declines, is unable to serve, is no longer a full-time employee of the Company or, together with such Active Founder’s AF Trust; for greater certainty, if any, no longer holds for any reason the Threshold Shares, such Active Founder’s successor CEO Director shall be designated by the holders of at least a majority of the shares of Common Stock, voting together as a separate class; provided that if any Active Founder serving as a director pursuant to this section ceases cease to serve as a full-time employee of the Company and/or, together with such Active Founder’s AF Trust(s), if any, no longer holds the Threshold SharesCEO, each of the Stockholders Shareholders shall promptly vote their respective Shares (i) to remove such Active Founder the former CEO from the Board following such time as such Active Founder is no longer a full-time employee of the Company and/or no longer holds, together with such Active Founder’s AF Trust(s), if any, the Threshold Shares if such Active Founder person has not resigned as a member of the BoardBoard and (ii) to elect such person’s replacement as CEO as the new CEO Director; provided, however, that nothing herein is intended to confer any rights upon the CEO as a party hereto, a third party beneficiary hereunder or otherwise, and the right set forth in this Subsection 1.2(b) may be amended or revoked at any time by the parties hereto in accordance with Subsection 6.9; (iic) One Four (4) individuals (or, subject to the provisions of this Subsection 1.2(c), five (5) individuals if Highland is entitled to designate only one (1) individual to the Board pursuant to Subsection 1.2(a)) (the “Rainy Day Designees”) designated by Rainy Day Investments Ltd. (“Rainy Day”), as long as Rainy Day, Xxxxx Xxxxx, and their respective Affiliates (together, the holders of at least “Founders”) own, in the aggregate a majority of the shares outstanding Common Shares of Common Stock the Company (other than shares of Common Stock issued or issuable upon assuming the exercise and conversion of Preferred Stockall outstanding options, warrants and convertible securities), voting together which individuals are as a separate classat the date hereof, that is reasonably acceptable to at least one of the Active Founders(i) Xxxxx Xxxxx, which individual shall initially be Xxxxx Xxxxxx(ii) Xxxxxxxx Xxxxx, (iii) Xxxxxxx Xxxxxx and (iv) Xxxxxx San Xxxx; provided that if any Active Founder cease to serve as and when the Founders in the aggregate own less than a full-time employee majority of the Company and/or no longer holdsoutstanding Common Shares (assuming the exercise and conversion of all outstanding options, together warrants and convertible securities) but more than five percent (5%) of the outstanding Common Shares (assuming the exercise and conversion of all outstanding options, warrants and convertible securities), then Rainy Day shall be entitled to designate that number of directors as equals the proportion of the members of the Board (rounded to the nearest whole number, with such Active Founder’s AF Trust0.5 being rounded down) equal to a fraction, the Threshold Sharesnumerator of which is the number of Common Shares then owned by the Founders and the denominator of which is the total number of Common Shares then outstanding (in each case, then assuming the director designated in accordance with this Section 1.2(d)(ii) need not be acceptable to such Active Founderexercise and conversion of the outstanding options, warrants and convertible securities); (d) At each election of directors in which the holders of shares of Common Stock and Preferred Stock, voting together as a single class, are entitled to elect a member of the Board, one One (1) individual independent director (the “Independent Director”) who shall be mutually required to invest, either directly or through a holding company controlled by him, at least $500,000 in the Company concurrently upon becoming a director of the Company, or such other higher amount agreed upon by Rainy Day and Highland. The Independent Director shall be either Canadian or American with expertise in the retail sector. The Independent Director shall be proposed by Rainy Day and approved by Highland. In this regard, Rainy Day shall provide suggested names of candidates to act as the Independent Director. Thereafter, Highland shall indicate which names proposed by Rainy Day may be approached by Rainy Day and Highland. Rainy Day and Highland will then determine, from the names proposed by Rainy Day and accepted by Highland, who among them are both ready and interested to serve and invest as contemplated above, at which point, Highland and Rainy Day shall each interview these individuals. Highland will then communicate which of such individuals, if any, whom it has interviewed are acceptable to (i) it, and Rainy Day shall select an individual from the Active Founders names approved by Highland to be the Independent Director, or if none of the names interviewed by Highland is acceptable to Highland or it none of the names approved by Highland is acceptable to Rainy Day, Rainy Day shall then provide other potential candidates to Highland, who are then serving will be subject to the above process. Once determined in accordance with the foregoing, the Independent Director may only be removed by agreement of Highland and Rainy Day. The Independent Director shall act as full-time employees Chair of the Board as long as the Independent Director remains involved with the Company and (ii) the individuals designated as Board members pursuant to Sections 1.2(a), 1.2(b) and 1.2(c) above, and which individual shall initially be Xxxxxxx Xxxxxxx; provided that, maintains his/her aforementioned investment in the event that Xxxxxxx Xxxxxxx Company. The first Independent Director shall be Xxxxxx Xxxxxxx, who shall be appointed concurrently with, or immediately after, the completion of the investment by his affiliated holding company, Capital GYR Inc., to acquire 110,498 Series A-l Preferred Shares at a price of $9.05 per share; (e) If the Independent Director resigns or is removed from the Board for any reasonin accordance with Section 1.2(d) hereof, his replacement director his/her successor shall be mutually acceptable to selected in accordance with the process set forth in Section 1.2(d) hereof. Moreover, if the Independent Director resigns or is removed, until his/her successor is agreed upon by Highland and Rainy Day and joins the Board in accordance with the terms hereof, Rainy Day agrees that one of its designated directors shall become a non-voting member of the Board, such that there shall only be three (i3) Active Founders who are then voting Rainy Day Designees serving on the Board until a successor Independent Director is appointed and serving as full-time employees a director/Chair of the CompanyBoard, (ii) individuals and upon such appointment of the successor Independent Director, Rainy Day shall be entitled to a fourth voting Rainy Day Designee. If the Independent Director resigns or is removed from the Board, Section 1.6 herein will cease to apply and have effect until the successor Independent Director is appointed and serving as a director/Chair of the Board in accordance with the terms hereof. Any member of the Board not designated as Board members pursuant to Sections 1.2(a), 1.2(b) and 1.2(c) above and (iii) holders of at least a majority of the shares of Series E Preferred Stock, voting together as a separate class. To the extent that any of clauses (a) through (de) above shall not be applicable, any member an independent director mutually agreeable to Rainy Day and Highland and elected by all of the Board who would otherwise have been designated in accordance with the terms thereof shall instead be voted upon by all the stockholders of the Company Shareholders entitled to vote thereon in accordance with, and pursuant to, the Restated CharterCanada Business Corporations Act. Such independent director(s) shall not have the power conferred by Section 1.6 of this Agreement. For purposes of this Agreement, an individual, firm, corporation, partnership, association, limited liability company, trust or any other entity (collectively, a “Person”) shall be deemed an “Affiliate” of another Person who, directly or indirectly, controls, is controlled by or is under common control with such Person, including, without limitation, any general partner, managing member, officer or director of such Person or any venture capital fund now or hereafter existing that is controlled by one or more general partners or managing members of, or shares the same management company with, such Person.

Board Composition. (i) Each Stockholder agrees to vote, or cause to be voted, all Shares owned by such Stockholder, or over which such Stockholder has voting control, from time to time and at all times, in whatever manner as shall be necessary to ensure that at each annual or special meeting of stockholders at which an election of directors is held or pursuant to any written consent of the stockholders, the following persons shall be elected to the Board: (a) At each election of directors in which the holders of The first Preferred Director shall be designated by Fall Line Endurance Fund, LP (“Fall Line”) for so long as such Stockholder and its Affiliates continue to own any shares of Series A/B/D Preferred Stock are entitled to elect the Series A/B/D Preferred Director, one (1) individual designated by the holders of at least a majority of the shares of Series A/B/D Preferred Stock, voting together as a separate class and on an as-converted basis, which individual shall initially be Xxxxxx Xxxxxxx;Xxxx X’Xxxxx. (b) At each election of directors in which the holders of The second Preferred Director shall be designated by S2G Venutres Builders Food & Agriculture Fund III, L.P. (“S2G”) for so long as such Stockholder and its Affiliates continue to own any shares of Series C Preferred Stock, voting together as a separate class, are entitled to elect the Series C Preferred Director, one (1) individual designated by the holders of at least a majority of the shares of Series C Preferred Stock, voting together as a separate class, which individual shall initially be Xxxxx Xxxxx;Xxxx Xxxxxx. (c) At each election of directors in which Fall Line and S2G, by mutual agreement, shall designate the holders of shares of Common Stock are entitled Person with the right to elect three designate the third Preferred Director pursuant to this Agreement (3) members of the Board, three (3) individuals as follows: (i) Each of Xxxxx Xxxxxxxxxxxx and Xxxxxx Xxxxxx (each, an “Active Founder” and, collectively, the “Active Founders”) for so long as he: (i) remains a full-time employee of the Company and (ii) holds, together with any Key Holder Trust (as defined in that certain Sixth Amended and Restated Right of First Refusal and Co-Sale Agreement, dated as of the date hereof, by and among the Company and the other parties thereto) established by such Active Founder (each such Key Holder Trust, an “AF TrustDesignating Party”), at least 20% of the Shares held collectively by such Active Founder and his AF Trust(s), if any, as of the date hereof (the “Threshold Shares”), except that if any Active Founder declines, is unable to serve, is no longer a full-time employee of the Company or, together with such Active Founder’s AF Trust, if any, no longer holds the Threshold Shares, such Active Founder’s successor shall be designated by the holders of at least a majority of the shares of Common Stock, voting together as a separate class; provided that if any Active Founder serving as not then a director pursuant party to this section ceases agreement the Designating Party shall execute a counterpart signature page hereto and be bound by the provisions herein, including for the avoidance of doubt Section 1.6. The Designating Party may be replaced by mutual agreement of Fall Line and S2G. There shall initially be a vacancy for the third Preferred Director. (d) The CEO Director initially be Xxxxxx Xxxxx, provided that if for any reason the CEO Director shall cease to serve as a full-time employee the Chief Executive Officer of the Company and/or, together with such Active Founder’s AF Trust(s), if any, no longer holds the Threshold SharesCompany, each of the Stockholders shall promptly vote their respective Shares (i) to remove such Active Founder the former Chief Executive Officer from the Board following such time as such Active Founder is no longer a full-time employee of the Company and/or no longer holds, together with such Active Founder’s AF Trust(s), if any, the Threshold Shares if such Active Founder person has not resigned as a member of the Board; Board and (ii) One to elect as such person’s replacement as the new CEO Director the individual approved by the Board as the replacement Chief Executive Officer. (e) The Independent Director shall initially be a person designated by the Board; provided, that, if for any reason such designee is no longer serving on the Board, or the Noteholder Majority otherwise requests the removal of such individual for any reason, or no reason, each of the Stockholders shall promptly vote their respective shares to remove such individual and elect as such person’s replacement the individual designated in writing by the holders of at least a majority of the shares of Common Stock (other than shares of Common Stock issued or issuable upon conversion of Preferred Stock), voting together as a separate class, that is reasonably acceptable to at least one aggregate principal amount of the Active Founders, which individual shall initially be Xxxxx Xxxxxx; provided that if any Active Founder cease to serve as a full-time employee of Notes (the Company and/or no longer holds, together with such Active Founder’s AF Trust, the Threshold Shares, then the director designated in accordance with this Section 1.2(d)(ii) need not be acceptable to such Active Founder; (d) At each election of directors in which the holders of shares of Common Stock and Preferred Stock, voting together as a single class, are entitled to elect a member of the Board, one (1) individual who shall be mutually acceptable to (i) the Active Founders who are then serving as full-time employees of the Company and (ii) the individuals designated as Board members pursuant to Sections 1.2(a“Noteholder Majority”), 1.2(b) and 1.2(c) above, and which individual shall initially be Xxxxxxx Xxxxxxx; provided that, in the event that Xxxxxxx Xxxxxxx resigns or is removed from the Board for any reason, his replacement director shall be mutually acceptable to the (i) Active Founders who are then serving as full-time employees of the Company, (ii) individuals designated as Board members pursuant to Sections 1.2(a), 1.2(b) and 1.2(c) above and (iii) holders of at least a majority of the shares of Series E Preferred Stock, voting together as a separate class. To the extent that any of clauses (i) (a) through (de) above shall not be applicable, any member of the Board who would otherwise have been designated in accordance with the terms thereof shall instead be voted upon by all the stockholders of the Company entitled to vote thereon in accordance with, and pursuant to, the Company’s Restated CharterCertificate. For purposes of this Agreement, an individual, firm, corporation, partnership, association, limited liability company, trust or any other entity (collectively, a “Person”) shall be deemed an “Affiliate” of another Person who, directly or indirectly, controls, is controlled by or is under common control with such Person, including, without limitation, any general partner, managing member, officer or director of such Person or any venture capital fund now or hereafter existing that is controlled by one or more general partners or managing members of, or shares the same management company with, such Person.

Board Composition. Each Stockholder agrees to vote, or cause to be voted, all Shares owned by such Stockholder, or over which such Stockholder has voting control, from time to time and at all times, in whatever manner as shall be necessary to ensure that at each annual or special meeting of stockholders at which an election of directors is held or pursuant to any written consent of the stockholders, the following persons shall be elected to the Board: (a) At Concurrently with the execution of this Agreement, each election member of directors in which the holders Board who is not listed on Schedule I (the “Resigning Directors”) shall resign from the Board, effective immediately, and immediately upon such resignations, the Board shall fill the resulting vacancies so that the Board will consist of shares only the individuals set forth on Schedule 1 hereto until at least the 2016 annual meeting of Series A/B/D Preferred Stock are the Company’s stockholders or such individual’s earlier resignation, death or removal. After the date hereof, (i) for so long as the Ownership Threshold is met the Investor shall be entitled to elect nominate such number of individuals to the Series A/B/D Preferred Director, one (1) individual designated by the holders of at least Board constituting a majority of directors, (ii) for so long as the shares Ownership Threshold is not met but the Investor’s Ownership Percentage exceeds 10% of Series A/B/D Preferred Stock, voting together as a separate class and the Common Stock on an as-converted basis, which individual then the Investor shall initially be Xxxxxx Xxxxxxx;entitled to nominate the greater of (x) such number of individuals to the Board in relative proportion to the Ownership Percentage (rounded down) and (y) two directors, and (biii) At each election for so long as the Investor’s Ownership Percentage is in the aggregate at least 5% but less than 10% of directors in which the holders of shares of Series C Preferred StockCommon Stock on an as-converted basis, voting together as a separate class, are then the Investor shall be entitled to elect nominate the Series C Preferred Directorgreater of (x) such number of individuals to the Board in relative proportion to the Ownership Percentage (rounded down) and (y) one director (each, one an “Investor Designee,” and collectively, the “Investor Designees”). For so long as the Ownership Threshold is met, (1A) individual designated the Investor shall be entitled to designate the chairperson of the Board and (B) except as otherwise directed or agreed by the holders Investor and to the extent required by applicable listing standards (including any requirements for initial listing), the Company agrees to cause all members of the Board that are not Investor Designees (other than the chief executive officer of the Company) to be “independent” as defined in the listing standards of the Nasdaq Global Select Market (or other United States national securities exchange that the Common Stock is listed upon, if any) and applicable law (and all non-Investor Designees listed on Schedule 1 other than the chief executive officer of the Company have agreed to resign if necessary to effectuate the foregoing). To the extent required by applicable listing standards (including any requirements for initial listing), Investor Designees shall include a number of persons that qualify as “independent” directors as defined in the listing standards of the Nasdaq Global Select Market (or other United States national securities exchange that the Common Stock is listed upon, if any) and applicable law such that, together with any other “independent” directors then serving on the Board that are not Investor Designees, the Board is comprised of at least a majority of “independent” directors. The Company shall, at any annual or special meeting of shareholders of the shares Company at which directors are to be elected, subject to the fulfillment of Series C Preferred Stockthe requirements set forth in Section 2.1(b), voting nominate the Investor Designees for election to the Board and use all commercially reasonable efforts to cause the Investor Designees to be elected as directors of the Board. (b) Any Investor Designee shall be reasonably acceptable to the Board’s Nominating and Corporate Governance Committee (the “Governance Committee”). The Company shall require that all directors comply in all respects with applicable law (including with respect to confidentiality) and the Company’s corporate governance guidelines, code of business conduct and ethics and confidentiality and trading policies and guidelines as in effect from time to time. The Investor shall notify the Company of any proposed Investor Designee in writing no later than the latest date on which shareholders of the Company may make nominations to the Board in accordance with the Bylaws, together with all information concerning such nominee required to be delivered to the Company by the Bylaws and such other information reasonably requested by the Company; provided that in each such case, all such information is generally required to be delivered to the Company by the other outside directors of the Company (the “Nominee Disclosure Information”); provided, further that in the event the Investor fails to provide any such notice, the Investor Designee shall be the person then serving as a separate class, which individual shall initially be Xxxxx Xxxxx;the Investor Designee as long as the Investor provides the Nominee Disclosure Information to the Company promptly upon request by the Company. (c) At each election of directors in which In the holders of shares of Common Stock are entitled to elect three (3) members event of the Boarddeath, three (3) individuals as follows: (i) Each disability, resignation or removal of Xxxxx Xxxxxxxxxxxx and Xxxxxx Xxxxxx (each, an “Active Founder” and, collectivelyInvestor Designee, the “Active Founders”) for so long as he: (i) remains Board will promptly elect to the Board a full-time employee of the Company and (ii) holds, together with any Key Holder Trust (as defined in that certain Sixth Amended and Restated Right of First Refusal and Co-Sale Agreement, dated as of the date hereof, by and among the Company and the other parties thereto) established by such Active Founder (each such Key Holder Trust, an “AF Trust”), at least 20% of the Shares held collectively by such Active Founder and his AF Trust(s), if any, as of the date hereof (the “Threshold Shares”), except that if any Active Founder declines, is unable to serve, is no longer a full-time employee of the Company or, together with such Active Founder’s AF Trust, if any, no longer holds the Threshold Shares, such Active Founder’s successor shall be replacement director designated by the holders of at least a majority Investor, subject to the fulfillment of the shares of Common Stock, voting together as a separate class; provided that if any Active Founder serving as a director pursuant to this section ceases to serve as a full-time employee of the Company and/or, together with such Active Founder’s AF Trust(srequirements set forth in Section 2.1(b), if anyto fill the resulting vacancy, no longer holds the Threshold Shares, each of the Stockholders shall promptly vote their respective Shares to remove and such Active Founder from the Board following such time as such Active Founder is no longer a full-time employee of the Company and/or no longer holds, together with such Active Founder’s AF Trust(s), if any, the Threshold Shares if such Active Founder has not resigned as a member of the Board; (ii) One individual designated by the holders of at least a majority of the shares of Common Stock (other than shares of Common Stock issued or issuable upon conversion of Preferred Stock), voting together as a separate class, that is reasonably acceptable to at least one of the Active Founders, which individual shall initially be Xxxxx Xxxxxx; provided that if any Active Founder cease to serve as a full-time employee of the Company and/or no longer holds, together with such Active Founder’s AF Trust, the Threshold Shares, then the director designated in accordance with this Section 1.2(d)(ii) need not be acceptable to such Active Founder; (d) At each election of directors in which the holders of shares of Common Stock and Preferred Stock, voting together as a single class, are entitled to elect a member of the Board, one (1) individual who shall be mutually acceptable to (i) the Active Founders who are then serving as full-time employees of the Company and (ii) the individuals designated as Board members pursuant to Sections 1.2(a), 1.2(b) and 1.2(c) above, and which individual shall initially be Xxxxxxx Xxxxxxx; provided that, in the event that Xxxxxxx Xxxxxxx resigns or is removed from the Board for any reason, his replacement director shall be mutually acceptable to the (i) Active Founders who are then serving as full-time employees of the Company, (ii) individuals designated as Board members pursuant to Sections 1.2(a), 1.2(b) and 1.2(c) above and (iii) holders of at least a majority of the shares of Series E Preferred Stock, voting together as a separate class. To the extent that any of clauses (a) through (d) above shall not be applicable, any member of the Board who would otherwise have been designated in accordance with the terms thereof shall instead be voted upon by all the stockholders of the Company entitled to vote thereon in accordance with, and pursuant to, the Restated Charter. For purposes of this Agreement, an individual, firm, corporation, partnership, association, limited liability company, trust or any other entity (collectively, a “Person”) shall be deemed an “Affiliate” of another Person who, directly or indirectly, controls, is controlled by or is Investor Designee for all purposes under common control with such Person, including, without limitation, any general partner, managing member, officer or director of such Person or any venture capital fund now or hereafter existing that is controlled by one or more general partners or managing members of, or shares the same management company with, such Personthis Agreement.

Board Composition. Each Stockholder 7.2.1. Immediately upon expiration or early termination of the waiting period under the HSR Act applicable to the transactions contemplated hereby, Purchaser shall be entitled to designate two (2) directors to serve on the Board of Directors of the Company. The Company shall, as soon as practicable after such time, take all action necessary to cause such individuals to be appointed to the Board and to have at least one such individual on each committee of the Board, including either increasing the size of the Board or securing the resignations of incumbent directors or both. 7.2.2. In connection with the Stockholders Meeting, the Company shall (i) set the size of its Board at five directors and (ii) nominate for election at the Stockholders Meeting a slate of director candidates reasonably acceptable to Purchaser, which shall include three candidates designated by Purchaser ("Purchaser Designees"), the existing Chief Executive Officer (the "Management Designee") and one candidate selected by the Purchaser and the Company who shall not be an Affiliate or employee of either the Purchaser or the Company and shall otherwise constitute an "independent director" under the rules of the The Nasdaq Stock Market (the "Outside Designee"), and the Company shall, at such time, promptly take all action necessary to cause the Purchaser Designees, the Management Designee and the Outside Designee to be so elected, including either increasing the size of the Board or securing the resignations of incumbent directors or both. To the extent that Purchaser is otherwise permitted to vote in the election of directors at the Stockholders Meeting, Purchaser agrees to votevote any shares of the Series A Preferred Stock or Common Stock it owns in favor of the election of the Outside Designee and the Management Designee at the Stockholders Meeting. To the extent that the Purchaser Designees and the Management Designee are elected as directors, or the Company will use its reasonable best efforts to cause the number of Purchaser Designees and Management Designee, respectively, to constitute the same percentage as they represent on the Board of each committee of the Board. Nothing in this Section 7.2.2 shall be voteddeemed to constitute an admission that any of the Purchaser Designees are not "independent directors" for purposes of the rules of The Nasdaq Stock Market. In connection with the Stockholders Meeting, Purchaser agrees to vote all Shares shares of the Series A Preferred Stock and Common Stock owned by it in favor of the Purchaser Acquisitions. 7.2.3. If the Company terminates the Second Issuance Agreements pursuant to Section 9.1.4, then to the extent that three Purchaser Designees have been elected to the Company's Board of Directors at the Stockholders Meeting, then Purchaser agrees to cause such Stockholdernumber of Purchaser Designees to resign from the Company's Board of Directors so as to reflect a reallocation of board seats (based on a five-person Board of Directors) proportionate to Purchaser's economic interest in the Company, or over which rounded down to the nearest whole number of directors; provided however, that in no event shall Purchaser have ---------------- fewer than two Purchaser Designees on the Company's Board of the Directors following such Stockholder has voting control, from time to time and at all times, in whatever manner as shall be necessary to ensure that at reallocation. 7.2.4. At each annual or special other meeting of stockholders after the Stockholders Meeting at which an the election of directors is held or pursuant to any written consent of the stockholdersconsidered, the following persons shall be elected to the Board: (a) At each election of directors in which the holders of shares of Series A/B/D Preferred Stock are entitled to elect the Series A/B/D Preferred Director, one (1) individual designated by the holders of at least a majority of the shares of Series A/B/D Preferred Stock, voting together as a separate class and on an as-converted basis, which individual shall initially be Xxxxxx Xxxxxxx; (b) At each election of directors in which the holders of shares of Series C Preferred Stock, voting together as a separate class, are entitled to elect the Series C Preferred Director, one (1) individual designated by the holders of at least a majority of the shares of Series C Preferred Stock, voting together as a separate class, which individual shall initially be Xxxxx Xxxxx; (c) At each election of directors in which the holders of shares of Common Stock are entitled to elect three (3) members of the Board, three (3) individuals as follows: (i) Each of Xxxxx Xxxxxxxxxxxx and Xxxxxx Xxxxxx (each, an “Active Founder” and, collectively, the “Active Founders”) for so long as he: (i) remains a fullPurchaser owns not less than one-time employee half of the Company and (ii) holds, together with any Key Holder Trust (as defined in that certain Sixth Amended and Restated Right of First Refusal and Co-Sale Agreement, dated as of the date hereof, by and among the Company and the other parties thereto) established by such Active Founder (each such Key Holder Trust, an “AF Trust”), at least 20% of the Shares held collectively by such Active Founder and his AF Trust(s), if any, as of the date hereof (the “Threshold Shares”), except that if any Active Founder declines, is unable to serve, is no longer a full-time employee of the Company or, together with such Active Founder’s AF Trust, if any, no longer holds the Threshold Shares, such Active Founder’s successor shall be designated by the holders of at least a majority of the shares of Common Stock, voting together as a separate class; provided that if any Active Founder serving as a director pursuant to this section ceases to serve as a full-time employee of the Company and/or, together with such Active Founder’s AF Trust(s), if any, no longer holds the Threshold Shares, each of the Stockholders shall promptly vote their respective Shares to remove such Active Founder from the Board following such time as such Active Founder is no longer a full-time employee of the Company and/or no longer holds, together with such Active Founder’s AF Trust(s), if any, the Threshold Shares if such Active Founder has not resigned as a member of the Board; (ii) One individual designated by the holders of at least a majority of the aggregate shares of Common Stock (other than shares of Common Stock issued or including those issuable upon conversion of the Series A Preferred Stock), voting together as a separate class, that is reasonably acceptable to at least one of ) purchased in the Active Founders, which individual shall initially be Xxxxx Xxxxxx; provided that if any Active Founder cease to serve as a full-time employee of Offer and in the Company and/or no longer holds, together with such Active Founder’s AF TrustFirst Closing, the Threshold Shares, then the director designated in accordance with this Section 1.2(d)(ii) need not be acceptable to such Active Founder; (d) At each election Board of directors in which the holders of shares of Common Stock and Preferred Stock, voting together as a single class, are entitled to elect a member of the Board, one (1) individual who shall be mutually acceptable to (i) the Active Founders who are then serving as full-time employees of the Company and (ii) the individuals designated as Board members pursuant to Sections 1.2(a), 1.2(b) and 1.2(c) above, and which individual shall initially be Xxxxxxx Xxxxxxx; provided that, in the event that Xxxxxxx Xxxxxxx resigns or is removed from the Board for any reason, his replacement director shall be mutually acceptable to the (i) Active Founders who are then serving as full-time employees Directors of the Company, (ii) individuals designated as Board members pursuant subject to Sections 1.2(a)its fiduciary duties, 1.2(b) and 1.2(c) above and (iii) holders of shall continue to nominate at least a majority two representatives of Purchaser for election to the Board. Purchaser agrees that, so long as the current Management Designee is the Chief Executive Officer, Purchaser will vote its shares of Series E Preferred Stock, voting together as a separate class. To the extent that any of clauses (a) through (d) above shall not be applicable, any member of the Board who would otherwise have been designated in accordance with the terms thereof shall instead be voted upon by all the stockholders of the Company entitled to vote thereon in accordance with, and pursuant to, the Restated Charter. For purposes of this Agreement, an individual, firm, corporation, partnership, association, limited liability company, trust or any other entity (collectively, a “Person”) shall be deemed an “Affiliate” of another Person who, directly or indirectly, controls, is controlled by or is under common control with such Person, including, without limitation, any general partner, managing member, officer or director favor of such Person person's election at each annual or any venture capital fund now or hereafter existing that other meeting after the Stockholders Meeting at which the election of directors is controlled by one or more general partners or managing members of, or shares the same management company with, such Personconsidered.

Board Composition. Each Stockholder agrees to vote(a) During the Director Period, the Designated Holders holding the Purchased Securities (acting together) may nominate one director if the total number of directors of the Company is eight or cause less, and two directors if the total number of directors of the Company is twelve or more, to be votedelected or appointed to the Board (any such director, all Shares owned by such Stockholderan “Investor Designee”); provided, however, that any Investor Designee must meet the Board Qualifications and be reasonably acceptable to the Board at the time of his or over which such Stockholder has voting controlher designation. During the Director Period, from time to time and at all times, in whatever manner as shall be necessary to ensure that at each annual or special meeting of stockholders the Company’s Members (as defined in the Articles) at which an election the appointment of directors is held to be considered, the Board shall nominate the individual serving as such Investor Designee (or pursuant any individual subsequently designated by such Designated Holders to any written consent serve as the Investor Designee) for appointment or re-appointment, as the case may be, as a director, and use commercially reasonable efforts to cause the Investor Designee to be appointed or re-appointed, including providing the same level of support as is provided for other nominees. The Company shall use reasonable best efforts to cause each Investor Designee to be appointed to the Board (including voting all unrestricted proxies in favor of the stockholders, the following persons shall be elected election of such Investor Designee and including recommending approval of such Investor Designee’s appointment to the Board: (a) and shall not take any action designed to diminish the prospects of such Investor Designee(s) of being appointed to the Board. At each election subsequent re-appointment of directors in which an Investor Designee, such Investor Designee shall be assigned to a class with a full term of three (3) years. During the holders of shares of Series A/B/D Preferred Stock are entitled to elect Director Period, the Series A/B/D Preferred Director, one (1) individual designated by Board or the holders of at least a majority Company will not decrease the size of the shares Board if such decrease would require the resignation of Series A/B/D Preferred Stock, voting together as a separate class and on an as-converted basis, which individual the Investor Designee. The Investor’s rights pursuant to this Section 5 with respect to the Investor Designee shall initially not be Xxxxxx Xxxxxxx;transferable to any Third Party without the Company’s prior written consent. (b) At each election Subject to any fiduciary obligations under applicable Law and the terms of directors in which this Section 5, effective as of the holders of shares of Series C Preferred StockClosing Date, voting together the Board will appoint the Investor Designee as a separate class, are entitled to elect the Series C Preferred Director, one (1) individual designated by the holders of at least a majority Class II director of the shares Company for a term expiring at the Company’s 2025 annual meeting of Series C Preferred Stockshareholders or upon such Investor Designee’s earlier death, voting together as a separate classdisability, which individual shall initially be Xxxxx Xxxxx;resignation, vacation of office or removal (including removal by operation of Law). (c) At each election the end of directors in which the holders of shares of Common Stock are entitled Director Period, the Investor shall cause the Investor Designee to elect three (3) members of tender to the Board, three as soon as practicable and in any event within five (35) individuals as follows: (i) Each of Xxxxx Xxxxxxxxxxxx and Xxxxxx Xxxxxx (each, an “Active Founder” and, collectively, days following the “Active Founders”) for so long as he: (i) remains a full-time employee end of the Company and (ii) holdsDirector Period, together with any Key Holder Trust (as defined in that certain Sixth Amended and Restated Right of First Refusal and Co-Sale Agreement, dated as of the date hereof, by and among the Company and the other parties thereto) established by such Active Founder (each such Key Holder Trust, an “AF Trust”), at least 20% of the Shares held collectively by such Active Founder and his AF Trust(s), if any, as of the date hereof (the “Threshold Shares”), except that if any Active Founder declines, is unable to serve, is no longer a full-time employee of the Company or, together with such Active Founder’s AF Trust, if any, no longer holds the Threshold Shares, such Active Founder’s successor shall be designated by the holders of at least a majority of the shares of Common Stock, voting together as a separate class; provided that if any Active Founder serving as a director pursuant to this section ceases to serve as a full-time employee of the Company and/or, together with such Active Founder’s AF Trust(s), if any, no longer holds the Threshold Shares, each of the Stockholders shall promptly vote their respective Shares to remove such Active Founder or her resignation from the Board following such time as such Active Founder is no longer a full-time employee of the Company and/or no longer holds, together with such Active Founder’s AF Trust(s), if any, the Threshold Shares if such Active Founder has not resigned as a member of the Board; (ii) One individual designated by the holders of at least a majority of the shares of Common Stock (other than shares of Common Stock issued or issuable upon conversion of Preferred Stock), voting together as a separate class, that is reasonably acceptable to at least one of the Active Founders, which individual shall initially be Xxxxx Xxxxxx; provided that if any Active Founder cease to serve as a full-time employee of the Company and/or no longer holds, together with such Active Founder’s AF Trust, the Threshold Shares, then the director designated in accordance with this Section 1.2(d)(ii) need not be acceptable to such Active Founder;. (d) At each election of directors in which the holders of shares of Common Stock and Preferred Stock, voting together as As a single class, are entitled condition to elect a member of any appointment or nomination for appointment to the Board, one (1) individual who each Investor Designee shall be mutually acceptable to (i) meet the Active Founders who are then serving as full-time employees qualifications required of all directors of the Company by the Company’s Nominating and Corporate Governance Committee (ii) the individuals designated as Board members pursuant to Sections 1.2(a), 1.2(b“NCG Committee”) and 1.2(c) above, and which individual shall initially be Xxxxxxx Xxxxxxx; provided that, in the event that Xxxxxxx Xxxxxxx resigns or is removed from the Board for any reason, his replacement director shall be mutually acceptable to (the (i) Active Founders who are then serving as full-time employees of the Company“Board Qualifications”), (ii) individuals designated as Board members pursuant to Sections 1.2(a)meet the qualifications mandated by applicable Law, 1.2(b) and 1.2(c) above and (iii) holders agree, in writing, to be bound by the terms and conditions of at least a majority all of the shares of Series E Preferred StockCompany’s policies applicable to its directors, voting together as a separate class. To to the extent that any of clauses (a) through (d) above shall not required by the Company to be applicable, any member of the Board who would otherwise have been designated in accordance with the terms thereof shall instead be voted upon entered into by all the stockholders of directors, (iv) make such acknowledgements and enter into such agreements as the Company entitled to vote thereon in accordance with, and pursuant to, the Restated Charter. For purposes requires of this Agreement, an individual, firm, corporation, partnership, association, limited liability company, trust or any other entity (collectively, a “Person”) shall be deemed an “Affiliate” of another Person who, directly or indirectly, controls, is controlled by or is under common control with such Personall directors, including, without limitation, with respect to confidentiality, the Company’s code of ethics, xxxxxxx xxxxxxx policy and Section 16 reporting procedures, and (v) be able to dedicate sufficient time and resources for the diligent performance of the duties reasonably required of a member of the Board (the “Director Conditions”). The NCG Committee and the Board shall determine whether the Investor Designee has met the Board Qualifications in their reasonable and good faith discretion, applied in the same manner as the NCG Committee and the Board would consider any general partnercandidate for Board membership; provided, managing memberthat, officer the Investor Designee may, if the Investor so desires, be an officer, director or employee of the Investor or its Affiliates. The Board or the NCG Committee will evaluate the Investor Designee for potential roles on the committees of the Board, consistent with evaluations of other directors for such positions and subject to applicable Law and the listing rules and requirements of the Nasdaq Global Select Market. (e) If an Investor Designee resigns from the Board, is removed as a director of the Company in accordance with the Articles, or refuses or is unable to serve or fulfill his or her duties as a director because of death or disability, or otherwise vacates their office as a director in accordance with Article 24.1 (Disqualification of Directors) of the Articles, in each case prior to the expiration of the Director Period, the Designated Holders holding Purchased Securities (acting together) shall have the right to select a replacement Investor Designee, reasonably acceptable to the Board and subject to compliance with the Director Conditions, and shall provide the Company with the name of and relevant background information for such replacement Investor Designee. Subject to the terms of this Section 5, within twenty (20) days following receipt of such information and compliance with the Director Conditions, the Board will appoint such replacement Investor Designee to the Board to replace the departing Investor Designee to serve the remaining term of the departing Investor Designee, and the replacement Investor Designee shall be considered an Investor Designee for all purposes of this Section 5. (f) All confidential or proprietary information and data relating to the Company and its Affiliates provided by the Company to the Investor Designee shall be deemed confidential information and will be kept confidential and not disclosed to any Person outside of the Company. Notwithstanding the confidentiality obligations set forth in Section 5(d) and the foregoing, and subject to Section 9.16, the Investor Designee shall be permitted to disclose such confidential information to the executive officers and members of the board of directors (or equivalent governing body) of Investor and its Subsidiaries and their advisers (such as legal counsel) having a duty of confidentiality to the Investor, provided (i) such disclosure is made on a need-to-know basis solely for the purposes of, and to the extent necessary to, monitor and make decisions regarding the Investor’s investment in the Company, and (ii) that the Investor (and the SVP, as applicable) will be liable for any venture capital fund now breach by any of such Persons of the confidentiality obligations applicable to the Investor Designee. Upon the resignation or hereafter existing removal of the Investor Designee from the Board and written request (including via email) from the Company, such Investor Designee shall either promptly (x) destroy all confidential information of the Company that he or she received in his or her capacity as a director in his or her possession or control and any copies thereof or (y) return to the Company all confidential information of the Company that he or she received in his or her capacity as a director in his or her possession or control and any copies thereof (but the Investor Designee need not purge electronic archives and backups created pursuant to bona fide document retention policies), and, in either case, confirm in writing (which may be via email) to the Company that all such material has been destroyed or returned, as applicable, in compliance with this Section 5. (g) If any Investor Designee is controlled by one or more general partners or managing members an employee of, or shares otherwise compensated by, the same management company withInvestor or any of its Affiliates, such PersonInvestor Designee shall not be entitled to any compensation from the Company in connection with his or her role as a director or service on the Board or any committee. The Investor Designee will be entitled to reimbursement from the Company of out of pocket expenses in connection with his or her role as a director consistent with other directors on the Board. (h) Notwithstanding anything contained herein to the contrary, if the Board (or any committee thereof) considers (i) a proposed contract, transaction or other arrangement between the Investor or any of its Affiliates, on the one hand, and the Company or any of its Affiliates, on the other hand, (ii) the enforcement or waiver of the rights of the Company or any of its Affiliates under any agreement between the Investor or any of its Affiliates, on the one hand, and the Company or any of its Affiliates, on the other hand, or (iii) a matter which the Board determines in good faith presents an actual or potential conflict of interest for the Investor Designee, then the Investor Designee will, if directed by the chairperson of the Board or the remaining directors, be excluded from participation in such Board or committee meeting (or portion thereof, as applicable) at which such matters are to be discussed, and the Investor Designee will not be entitled to receive copies of the materials or other documents relating to such matter or meeting (or portion thereof, as applicable). (i) The Company shall add each Investor Designee as a beneficiary to the Company’s directors’ and officers’ liability insurance policy effective from the Closing Date (or such date as such Investor Designee is appointed pursuant to this Section 5) and shall provide all other contractual or insurance director liability or indemnification coverage provided to other members of the Board.

Board Composition. Each Stockholder agrees (a) Immediately after the closing and sale of the Sale Shares, each Shareholder shall vote all of his, her or its respective Shares (whether now owned or hereafter acquired or which the Shareholder may be empowered to vote, or ) and shall cause its nominated directors at the Company’s Board to be voted, cause the Company to vote all Shares owned by such Stockholder, or over which such Stockholder has of its voting control, from time to time and at all timespower, in whatever manner as shall be necessary to ensure that at each annual or special meeting of stockholders shareholders of the Company or its subsidiary at which an election of directors is held or pursuant to any written consent of the stockholdersheld, the following persons shall be elected to the Board: (a) At each election of directors in which the holders of shares of Series A/B/D Preferred Stock are entitled to elect the Series A/B/D Preferred Director, one (1) individual designated by the holders of at least a majority of the shares of Series A/B/D Preferred Stock, voting together as a separate class and on an as-converted basis, which individual shall initially be Xxxxxx Xxxxxxx; (b) At each election of directors in which the holders of shares of Series C Preferred Stock, voting together as a separate class, are entitled to elect the Series C Preferred Director, one (1) individual designated by the holders of at least a majority of the shares of Series C Preferred Stock, voting together as a separate class, which individual shall initially be Xxxxx Xxxxx; (c) At each election of directors in which the holders of shares of Common Stock are entitled to elect three (3) members of the Board, three (3) individuals as follows: (i) Each of Xxxxx Xxxxxxxxxxxx and Xxxxxx Xxxxxx (each, an “Active Founder” and, collectively, the “Active Founders”) for so long as he: (i) remains a full-time employee of the Company and (ii) holds, together with any Key Holder Trust (as defined in that certain Sixth Amended and Restated Right of First Refusal and Co-Sale Agreement, dated as of the date hereof, by and among the Company and the other parties thereto) established by such Active Founder (each such Key Holder Trust, an “AF Trust”), at least 20% of the Shares held collectively by such Active Founder and his AF Trust(s), if any, as of the date hereof (the “Threshold Shares”), except that if any Active Founder declines, is unable to serve, is no longer a full-time employee of the Company or, together with such Active Founder’s AF Trust, if any, no longer holds the Threshold Shares, such Active Founder’s successor shall be designated by the holders of at least a majority of the shares of Common Stock, voting together as a separate class; provided that if any Active Founder serving as a director pursuant to this section ceases to serve as a full-time employee of the Company and/or, together with such Active Founder’s AF Trust(s), if any, no longer holds the Threshold Shares, each of the Stockholders shall promptly vote their respective Shares to remove such Active Founder from the Board following such time as such Active Founder is no longer a full-time employee of the Company and/or no longer holds, together with such Active Founder’s AF Trust(s), if any, the Threshold Shares if such Active Founder has not resigned as a member of the Board; (ii) One individual designated by the holders of at least a majority of the shares of Common Stock (other than shares of Common Stock issued or issuable upon conversion of Preferred Stock), voting together as a separate class, that is reasonably acceptable to at least one of the Active Founders, which individual shall initially be Xxxxx Xxxxxx; provided that if any Active Founder cease to serve as a full-time employee of the Company and/or no longer holds, together with such Active Founder’s AF Trust, the Threshold Shares, then the director designated nominated in accordance with this Section 1.2(d)(ii4.1 shall be elected as directors of TLCHK Group members to comprise the full board of directors consisting no more than three (3) need authorized directors; Execution Copy *** = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. Strictly Confidential Shareholders’ Agreement (b) Between TLC and JX, whichever holds greater Shares in the Company shall be entitled to nominate two (2) voting directors in each TLCHK Group member, while the other Shareholder shall be entitled to nominate one (1) voting director in each TLCHK Group member, provided that if TLC and JX hold the same number of Shares in the Company, each of them is entitled to nominate one (1) voting director in each TLCHK Group member. However, any Shareholder holding less than *** of Shares of the Company shall not be acceptable entitled to such Active Founderthe nomination rights under this Section 4.1(b). (c) TLC hereby initially nominates *** as the voting directors of the Company; and *** as the voting directors of TLC Shanghai; (d) At each election of directors in which JX hereby initially nominates *** as the holders of shares of Common Stock and Preferred Stock, voting together as a single class, are entitled to elect a member of the Board, one (1) individual who shall be mutually acceptable to (i) the Active Founders who are then serving as full-time employees of the Company and (ii) the individuals designated as Board members pursuant to Sections 1.2(a), 1.2(b) and 1.2(c) above, and which individual shall initially be Xxxxxxx Xxxxxxx; provided that, in the event that Xxxxxxx Xxxxxxx resigns or is removed from the Board for any reason, his replacement director shall be mutually acceptable to the (i) Active Founders who are then serving as full-time employees of the Company, ; and *** as the voting director of TLC Shanghai. (iie) individuals designated as Board members pursuant to Sections 1.2(a), 1.2(b) The Shares held by a Shareholder and 1.2(c) above and (iii) holders of at least a majority of the shares of Series E Preferred Stock, voting together as a separate class. To the extent that any of clauses (a) through (d) above shall not be applicable, any member of the Board who would otherwise have been designated in accordance with the terms thereof shall instead be voted upon by all the stockholders of the Company entitled to vote thereon in accordance with, and pursuant to, the Restated Charter. For purposes of this Agreement, an individual, firm, corporation, partnership, association, limited liability company, trust or any other entity (collectively, a “Person”) its affiliates shall be deemed an “Affiliate” of another Person who, directly or indirectly, controls, is controlled by or is under common control with such Person, including, without limitation, any general partner, managing member, officer or director of such Person or any venture capital fund now or hereafter existing that is controlled by one or more general partners or managing members of, or shares the same management company with, such Personcounted together.

Board Composition. Each Stockholder agrees to voteSo 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 the Issuer’s securities are listed, if applicable, 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 to be votednominated, all Shares owned by such Stockholderone designee for election to the Board of Directors of the Issuer (and every committee thereof, or over except as set forth in this paragraph), which such Stockholder has voting control, from time to time and at all times, in whatever manner as designee shall be necessary (A) reasonably satisfactory to ensure that at each annual the Issuer so long as no Event of Default has occurred and is continuing or special meeting (B) upon the consummation of stockholders at which an election of directors is held or pursuant a Qualified Initial Public Offering, reasonably acceptable to any written consent the Issuer’s Nominating Committee of the stockholdersBoard 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 to be permitted to attend all meetings of the Board of Directors of the Issuer (and every committee thereof, except as set forth in this paragraph) as an observer (the following persons shall be elected to “Board Observer”). The Board of Directors of the Board: (a) At each election of directors in which the holders of shares of Series A/B/D Preferred Stock are entitled to elect the Series A/B/D Preferred Director, Issuer will meet at least one (1) individual designated by time per fiscal quarter. If the holders Board Designee has been designated, he or she will be entitled to receive copies of all materials distributed at least a majority all meetings of the shares Board of Series A/B/D Preferred StockDirectors of the Issuer. If the Board Observer has been designated, voting together he or she will be entitled to receive copies of all materials distributed at all meetings of the Board of Directors of 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 the 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, the Issuer will execute a customary form of indemnification agreement in favor of the Board Designee in his or her capacity as a separate class director of the Issuer. At all times during the tenure of the Board Designee, the Issuer shall maintain a directors’ and on officers’ liability insurance policy with coverage in an as-converted basis, which individual amount not less than $10,000,000 from financially sound and reputable insurers. The Issuer shall initially be Xxxxxx Xxxxxxx; (b) At each election of directors in which pay to the holders of shares of Series C Preferred Stock, voting together Board Designee the same compensation for his or her services as a separate class, are entitled to elect the Series C Preferred Director, one (1) individual designated by the holders of at least a majority director of the shares of Series C Preferred Stock, voting together Issuer as a separate class, which individual shall initially be Xxxxx Xxxxx; (c) At each election of directors in which the holders of shares of Common Stock are entitled to elect three (3) members of the Board, three (3) individuals as follows: (i) Each of Xxxxx Xxxxxxxxxxxx and Xxxxxx Xxxxxx (each, an “Active Founder” and, collectively, the “Active Founders”) for so long as he: (i) remains a full-time employee of the Company and (ii) holds, together with any Key Holder Trust (as defined in that certain Sixth Amended and Restated Right of First Refusal and Co-Sale Agreement, dated as of the date hereof, by and among the Company and the other parties thereto) established by such Active Founder (each such Key Holder Trust, an “AF Trust”), at least 20% of the Shares held collectively by such Active Founder and his AF Trust(s)compensation, if any, as paid to non-employee directors of the date hereof (the “Threshold Shares”), except that if Issuer. Notwithstanding any Active Founder declines, is unable to serve, is no longer a full-time employee of the Company orforegoing, together with such Active Founder’s AF Trust, if any, no longer holds the Threshold Shares, such Active Founder’s successor shall be designated by the holders of at least a majority of the shares of Common Stock, voting together as a separate class; provided that if any Active Founder serving as a director pursuant to this section ceases to serve as a full-time employee of the Company and/or, together with such Active Founder’s AF Trust(s), if any, no longer holds the Threshold Shares, each of the Stockholders shall promptly vote their respective Shares to remove such Active Founder from the Board following such time as such Active Founder is no longer a full-time employee of the Company and/or no longer holds, together with such Active Founder’s AF Trust(s), if any, the Threshold Shares if such Active Founder has not resigned as a member of the Board; (ii) One individual designated by the holders of at least a majority of the shares of Common Stock (other than shares of Common Stock issued or issuable upon conversion of Preferred Stock), voting together as a separate class, that is reasonably acceptable to at least one of the Active Founders, which individual shall initially be Xxxxx Xxxxxx; provided that if any Active Founder cease to serve as a full-time employee of the Company and/or no longer holds, together with such Active Founder’s AF Trust, the Threshold Shares, then the director designated in accordance with this Section 1.2(d)(ii) need not be acceptable to such Active Founder; (d) At each election of directors in which the holders of shares of Common Stock and Preferred Stock, voting together as a single class, are entitled to elect a member of the Board, one (1) individual who shall be mutually acceptable to (i) the Active Founders who are then serving as full-time employees of the Company and (ii) the individuals designated as Board members pursuant to Sections 1.2(a), 1.2(b) and 1.2(c) above, and which individual shall initially be Xxxxxxx Xxxxxxx; provided that, in the event that Xxxxxxx Xxxxxxx resigns or is removed from the Board for any reason, his replacement director shall be mutually acceptable to the (i) Active Founders who are then serving as full-time employees of the Company, (ii) individuals designated as Board members pursuant to Sections 1.2(a), 1.2(b) and 1.2(c) above and (iii) holders of at least a majority of the shares of Series E Preferred Stock, voting together as a separate class. To the extent that any of clauses (a) through (d) above Designee shall not be applicableentitled to representation on the Issuer’s Audit Committee, any member Nominating and Corporate Governance Committee and Compensation Committee.” 3.27 Section 9.04 of the Board who would otherwise have been designated 2005 SPA is hereby restated in accordance with the terms thereof shall instead be voted upon by all the stockholders of the Company entitled its entirety to vote thereon in accordance with, and pursuant to, the Restated Charter. For purposes of this Agreement, an individual, firm, corporation, partnership, association, limited liability company, trust or any other entity (collectively, a “Person”) shall be deemed an “Affiliate” of another Person who, directly or indirectly, controls, is controlled by or is under common control with such Person, including, without limitation, any general partner, managing member, officer or director of such Person or any venture capital fund now or hereafter existing that is controlled by one or more general partners or managing members of, or shares the same management company with, such Person.read as follows:

Board Composition. Each From and after the Effective Time (as defined in the Merger Agreement) and until the provisions of this Section 1A cease to be effective in accordance with Section 1D, each Stockholder agrees to vote, shall vote or cause to be votedvoted all of his, all her or its Stockholder Shares owned by such Stockholder, or and any other voting securities of the Company over which such Stockholder has voting controlcontrol and shall take all other customary and reasonable actions within his, from time to time and at all timesher or its control (whether in such Stockholder’s capacity as a stockholder, director, member of a board committee or officer of the Company or otherwise (unless, in whatever manner the case of any action in such Stockholder’s capacity as an officer, director or member of a board committee, such action would be inconsistent with such Stockholder’s fiduciary duties under applicable laws), and including attendance at meetings in person or by proxy for purposes of obtaining a quorum and execution of written consents in lieu of meetings), and the Company shall take all necessary or desirable actions within its control (including calling special board and stockholder meetings, causing the designated individuals to be nominated for election to the Board, soliciting proxies in favor thereof and recommending that stockholders of the Company elect to the Board each such designee), so that: (i) except as otherwise contemplated by the Certificate of Incorporation, (a) the authorized number of directors on the Board shall be necessary to ensure that established and maintained at twelve (12), (b) from and after the effective time of the Merger, the Board shall be divided into three classes designated as Class I, Class II and Class III, (c) the term of office of the initial Class I directors shall expire at the first annual meeting of stockholders after the Merger, the term of office of the initial Class II directors shall expire at the second succeeding annual meeting of stockholders after the Merger and the term of office of the initial Class III directors shall expire at the third succeeding annual meeting of the stockholders after the Merger, and (d) at each annual or special meeting of stockholders after the Merger, directors elected to replace those of a Class whose terms expire at which an such annual meeting shall be elected to hold office until the third succeeding annual meeting after their election of directors is held or pursuant to any written consent of the stockholders, and until their respective successors shall have been duly elected and qualified; (ii) the following persons shall be appointed to the Board as of immediately prior to the effective time of the Merger and nominated for re-election and elected to the BoardBoard as set forth below: (a) At each election Xxxx X. Xxxxxx, as a Class III director and, after the expiration of directors in his initial term as a director, for so long as he serves as the chief executive officer of the Company or any of its Subsidiaries; (b) Xxxxx X. Shear, as a Class III director and, after the expiration of his initial term as a director, for one additional three-year term as a Class III director; (c) three (3) representatives who meet the applicable director independence requirements of The Nasdaq National Market or any other securities exchange on which the holders securities of shares of Series A/B/D Preferred Stock are entitled the Company may be listed from time to elect the Series A/B/D Preferred Directortime, one (1) individual of which shall be a Class II director designated by Xxxxx X. Shear and two (2) of which shall be Class III directors designated by the holders of at least a majority of the shares of Series A/B/D Preferred Stock, voting together as a separate class and on an as-converted basis, which individual shall initially be Xxxxxx XxxxxxxBoard; (bd) At each election of directors in which the holders of shares of Series C Preferred Stock, voting together as a separate class, are entitled to elect the Series C Preferred Director, one (1) individual designated by the holders of at least a majority of the shares of Series C Preferred Stock, voting together as a separate class, which individual shall initially be Xxxxx Xxxxx; (c) At each election of directors in which the holders of shares of Common Stock are entitled to elect three (3) members of the Board, three (3) individuals as follows: (i) Each of Xxxxx Xxxxxxxxxxxx and Xxxxxx Xxxxxx (each, an “Active Founder” and, collectively, the “Active Founders”I) for so long as he: (i) remains a full-time employee of the Company and (ii) holds, together with any Key Holder Trust (as defined in that certain Sixth Amended and Restated Right of First Refusal and Co-Sale Agreement, dated as of the date hereof, by and among the Company and the other parties thereto) established by such Active Founder (each such Key Holder Trust, an “AF Trust”), WCP Investors retain voting control over at least 2050% of the Shares held collectively by such Active Founder and his AF Trust(s), if any, as outstanding voting securities of the date hereof Company, seven (the “Threshold Shares”), except that if any Active Founder declines, is unable to serve, is no longer a full-time employee of the Company or, together with such Active Founder’s AF Trust, if any, no longer holds the Threshold Shares, such Active Founder’s successor shall be 7) representatives designated by the holders WCP Investors, four (4) of which shall be Class I directors and three (3) of which shall be Class II directors; and (II) from and after such time as the WCP Investors cease to have voting control over at least a majority 50% of the shares outstanding voting securities of Common Stockthe Company, such number of directors that, when compared to the authorized number of directors on the Board, is closest to but not less than proportional (which, for the avoidance of doubt, shall mean that the number of representatives shall be rounded up to the next whole number in all cases) to the total number of Stockholder Shares over which the WCP Investors retain voting together as a separate class; provided control relative to the total number of Stockholder Shares then issued and outstanding (it being understand that no reduction in the number of Stockholder Shares over which the WCP Investor retain voting control shall shorten the term of any incumbent director); (iii) if any Active Founder serving as a director elected by virtue of being designated pursuant to this section Section 1A(ii) for any reason ceases to serve as a full-time employee of the Company and/or, together with such Active Founder’s AF Trust(s), if any, no longer holds the Threshold Shares, each of the Stockholders shall promptly vote their respective Shares to remove such Active Founder from the Board following such time as such Active Founder is no longer a full-time employee of the Company and/or no longer holds, together with such Active Founder’s AF Trust(s), if any, the Threshold Shares if such Active Founder has not resigned as a member of the Board; (ii) One individual Board during his or her term of office, the resulting vacancy on the Board shall be filled by a representative designated by the holders of at least a majority of the shares of Common Stock (other than shares of Common Stock issued or issuable upon conversion of Preferred StockPerson(s) entitled to designate such director pursuant to Section 1A(ii), voting together as a separate class, that is reasonably acceptable to at least one of the Active Founders, which individual shall initially be Xxxxx Xxxxxx; provided that if any Active Founder cease to serve as a full-time employee of the Company and/or no longer holds, together with such Active Founder’s AF Trust, the Threshold Shares, then the director designated in accordance with this Section 1.2(d)(ii) need not be acceptable to such Active Founder;and (div) At each election of directors in which the holders of shares of Common Stock and Preferred Stock, voting together as a single class, are entitled to elect a member of the Board, one (1) individual who director shall be mutually acceptable to (i) the Active Founders who are then serving as full-time employees of the Company and (ii) the individuals designated as Board members pursuant to Sections 1.2(a), 1.2(b) and 1.2(c) above, and which individual shall initially be Xxxxxxx Xxxxxxx; provided that, in the event that Xxxxxxx Xxxxxxx resigns or is removed from the Board for any reason, his replacement director shall be mutually acceptable to only upon the (i) Active Founders who are then serving as full-time employees request of the Company, (iiPerson(s) individuals designated as Board members entitled to designate such director pursuant to Sections 1.2(aSection 1A(ii), 1.2(b) and 1.2(c) above and (iii) holders of at least a majority of the shares of Series E Preferred Stock, voting together as a separate class. To the extent that any of clauses (a) through (d) above shall not be applicable, any member of the Board who would otherwise have been designated in accordance with the terms thereof shall instead be voted upon by all the stockholders of the Company entitled to vote thereon in accordance with, and pursuant to, the Restated Charter. For purposes of this Agreement, an individual, firm, corporation, partnership, association, limited liability company, trust or any other entity (collectively, a “Person”) shall be deemed an “Affiliate” of another Person who, directly or indirectly, controls, is controlled by or is under common control with such Person, including, without limitation, any general partner, managing member, officer or director of such Person or any venture capital fund now or hereafter existing that is controlled by one or more general partners or managing members of, or shares the same management company with, such Personotherwise.

Board Composition. Each Stockholder agrees to vote, or cause to be voted, all Shares owned by such Stockholder, or over which such Stockholder has voting control, from time to time and at all times, in whatever manner as shall be necessary to ensure that at each annual or special meeting of stockholders at which an election of directors is held or pursuant to any written consent of the stockholders, the following persons shall be elected to the Board: (a) At each election of directors in which After the holders of shares of Series A/B/D Preferred Stock are Original XXX Date, (i) for so long as the Ownership Threshold is met the Investor shall be entitled to elect nominate such number of individuals to the Series A/B/D Preferred DirectorBoard constituting a majority of directors, (ii) for so long as the Ownership Threshold is not met but the Investor’s Ownership Percentage exceeds 10% of the Diluted Common Shares, then the Investor shall be entitled to nominate the greater of (x) such number of individuals to the Board in relative proportion to the Ownership Percentage (rounded down) and (y) two (2) directors, and (iii) for so long as the Investor’s Ownership Percentage is in the aggregate at least 5% but less than 10% of the Diluted Common Shares, then the Investor shall be entitled to nominate the greater of (x) such number of individuals to the Board in relative proportion to the Ownership Percentage (rounded down) and (y) one (1) individual director (each, an “Investor Designee,” and collectively, the “Investor Designees”). For so long as the Ownership Threshold is met, (A) the Investor shall be entitled to designate the chairperson of the Board and (B) except (i) with respect to one (1) designee to the Board designated by the holders CoyCo Investors (or their permitted assigns) pursuant to the XxxXx XXX and (ii) as otherwise directed or agreed by the Investor and to the extent required by applicable listing standards (including any requirements for initial listing), the Company agrees to cause all members of the Board that are not Investor Designees (other than the chief executive officer of the Company) to be “independent” as defined in the listing standards of the Nasdaq Global Select Market (or other United States national securities exchange that the Common Stock is listed upon, if any) and applicable law (and all non-Investor Designees other than the chief executive officer of the Company and any designees described in clause (i) of this clause (B) have agreed to resign if necessary to effectuate the foregoing). To the extent required by applicable listing standards (including any requirements for initial listing), Investor Designees shall include a number of persons that qualify as “independent” directors as defined in the listing standards of the Nasdaq Global Select Market (or other United States national securities exchange that the Common Stock is listed upon, if any) and applicable law such that, together with any other “independent” directors then serving on the Board that are not Investor Designees, the Board is comprised of at least a majority of “independent” directors. The Company shall, at any annual or special meeting of shareholders of the shares Company at which directors are to be elected, subject to the fulfillment of Series A/B/D Preferred Stockthe requirements set forth in Section 2.1(b), voting together nominate the Investor Designees for election to the Board and use all commercially reasonable efforts to cause the Investor Designees to be elected as a separate class and on an as-converted basis, which individual shall initially be Xxxxxx Xxxxxxx;directors of the Board. (b) At each election Any Investor Designee shall be reasonably acceptable to the Board’s Nominating and Corporate Governance Committee (the “Governance Committee”). The Company shall require that all directors comply in all respects with applicable law (including with respect to confidentiality) and the Company’s corporate governance guidelines, code of directors business conduct and ethics and confidentiality and trading policies and guidelines as in effect from time to time. The Investor shall notify the Company of any proposed Investor Designee in writing no later than the latest date on which shareholders of the holders Company may make nominations to the Board in accordance with the Bylaws of shares of Series C Preferred Stockthe Company in effect on the date hereof (as they may be amended from time to time, voting the “Bylaws”), together as a separate class, are entitled with all information concerning such nominee required to elect be delivered to the Series C Preferred Director, one (1) individual designated Company by the holders of at least a majority Bylaws and such other information reasonably requested by the Company; provided that in each such case, all such information is generally required to be delivered to the Company by the other outside directors of the shares of Series C Preferred StockCompany (the “Nominee Disclosure Information”); provided, voting together further that in the event the Investor fails to provide any such notice, the Investor Designee shall be the person then serving as a separate class, which individual shall initially be Xxxxx Xxxxx;the Investor Designee as long as the Investor provides the Nominee Disclosure Information to the Company promptly upon request by the Company. (c) At each election of directors in which In the holders of shares of Common Stock are entitled to elect three (3) members event of the Boarddeath, three (3) individuals as follows: (i) Each disability, resignation or removal of Xxxxx Xxxxxxxxxxxx and Xxxxxx Xxxxxx (each, an “Active Founder” and, collectivelyInvestor Designee, the “Active Founders”) for so long as he: (i) remains Board will promptly elect to the Board a full-time employee of the Company and (ii) holds, together with any Key Holder Trust (as defined in that certain Sixth Amended and Restated Right of First Refusal and Co-Sale Agreement, dated as of the date hereof, by and among the Company and the other parties thereto) established by such Active Founder (each such Key Holder Trust, an “AF Trust”), at least 20% of the Shares held collectively by such Active Founder and his AF Trust(s), if any, as of the date hereof (the “Threshold Shares”), except that if any Active Founder declines, is unable to serve, is no longer a full-time employee of the Company or, together with such Active Founder’s AF Trust, if any, no longer holds the Threshold Shares, such Active Founder’s successor shall be replacement director designated by the holders of at least a majority Investor, subject to the fulfillment of the shares of Common Stock, voting together as a separate class; provided that if any Active Founder serving as a director pursuant to this section ceases to serve as a full-time employee of the Company and/or, together with such Active Founder’s AF Trust(srequirements set forth in Section 2.1(b), if anyto fill the resulting vacancy, no longer holds the Threshold Shares, each of the Stockholders shall promptly vote their respective Shares to remove and such Active Founder from the Board following such time as such Active Founder is no longer a full-time employee of the Company and/or no longer holds, together with such Active Founder’s AF Trust(s), if any, the Threshold Shares if such Active Founder has not resigned as a member of the Board; (ii) One individual designated by the holders of at least a majority of the shares of Common Stock (other than shares of Common Stock issued or issuable upon conversion of Preferred Stock), voting together as a separate class, that is reasonably acceptable to at least one of the Active Founders, which individual shall initially then be Xxxxx Xxxxxx; provided that if any Active Founder cease to serve as a full-time employee of the Company and/or no longer holds, together with such Active Founder’s AF Trust, the Threshold Shares, then the director designated in accordance with deemed an Investor Designee for all purposes under this Section 1.2(d)(ii) need not be acceptable to such Active Founder;Agreement. (d) At each election For so long as the Investor has rights under this Section 2.1, the Company will not amend or waive the provisions of directors in which the holders of shares of Common Stock and Preferred Stock, voting together as a single class, are entitled to elect a member Section 3 of the Board, one (1) individual who shall be mutually acceptable to (i) the Active Founders who are then serving as full-time employees of the Company and (ii) the individuals designated as Board members pursuant to Sections 1.2(a), 1.2(b) and 1.2(c) above, and which individual shall initially be Xxxxxxx Xxxxxxx; provided that, in the event that Xxxxxxx Xxxxxxx resigns or is removed from the Board for any reason, his replacement director shall be mutually acceptable to the (i) Active Founders who are then serving as full-time employees of the Company, (ii) individuals designated as Board members pursuant to Sections 1.2(a), 1.2(b) and 1.2(c) above and (iii) holders of at least a majority of the shares of Series E Preferred Stock, voting together as a separate class. To the extent that any of clauses (a) through (d) above shall not be applicable, any member of the Board who would otherwise have been designated in accordance with the terms thereof shall instead be voted upon by all the stockholders of the Company entitled to vote thereon in accordance with, and pursuant to, the Restated Charter. For purposes of this Agreement, an individual, firm, corporation, partnership, association, limited liability company, trust or any other entity (collectively, a “Person”) shall be deemed an “Affiliate” of another Person who, directly or indirectly, controls, is controlled by or is under common control with such Person, including, without limitation, any general partner, managing member, officer or director of such Person or any venture capital fund now or hereafter existing that is controlled by one or more general partners or managing members of, or shares the same management company with, such PersonXxxXx XXX.

Board Composition. Each Stockholder agrees to vote, or cause to be voted, all Shares owned by such Stockholder, or over which such Stockholder has voting control, from time to time and at all times, in whatever manner as shall be necessary to ensure that at each annual or special meeting of stockholders at which an election of directors is held or pursuant to any written consent of the stockholders, the following persons shall be elected to the Board: (a) At each election Effective at the closing of directors the sale of the Company’s Series B Convertible Preferred Stock to the Purchasers pursuant to the Purchase Agreement, the Purchasers shall be entitled to designate members to the Board (the “Purchaser Designees”), 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 which 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 shares a majority of Series A/B/D 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 Series A/B/D Preferred DirectorCompany. Notwithstanding the foregoing, one any individual (1or individuals) individual to be nominated 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 the holders Permitted Transferee definition) shall be appointed only after reasonable consultation, review and discussion with the Company’s board of at least 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 (v) of the Permitted Transferee definition must first be reasonably acceptable to a majority of the shares existing directors (excluding the North Run Designee and the Deephaven Designee), who shall not unreasonably withhold or delay their approval of Series A/B/D Preferred Stock, voting together as a separate class and on an as-converted basis, which individual shall initially be Xxxxxx Xxxxxxx;such individual. (b) At each election Notwithstanding the foregoing, (i) in the event the Purchasers together hold less than 50% of directors in which the number of shares of Preferred Stock originally purchased by them pursuant to the Purchase Agreement, the holders of shares a majority in interest of Series C the Preferred Stock, voting together as a separate class, are Stock shall be entitled to elect a single director (and the Series C Preferred Director, one Purchasers shall cause any director nominated pursuant to Section 2.1(a) and not reelected pursuant to this section to promptly tender his or her resignation from the Board) and (1ii) individual designated by in the holders of at least a majority event the Purchasers together hold less than 20% of the number of shares of Series C Preferred StockStock originally purchased by them pursuant to the Purchase Agreement, voting together the rights set forth in this Section 2.1 shall terminate and Purchasers shall cause any director elected pursuant to Section 2.1(a) to promptly tender his or her resignation from the Board. In the event that any Purchaser Designee fails to deliver his or her resignation as a separate classmay be required by this Section 2.1(b), which individual the Company and the Purchasers shall initially be Xxxxx Xxxxx;entitled to take all necessary and appropriate action to cause such Purchaser Designee to be removed. (c) At each election of directors in which the holders of shares of Common Stock are entitled to elect three (3) members of the Board, three (3) individuals as follows: (i) Each of Xxxxx Xxxxxxxxxxxx The Company shall take all actions reasonably necessary and Xxxxxx Xxxxxx (each, an “Active Founder” and, collectively, the “Active Founders”) for so long as he: (i) remains a full-time employee of the Company and (ii) holds, together with any Key Holder Trust (as defined in that certain Sixth Amended and Restated Right of First Refusal and Co-Sale Agreement, dated as of the date hereof, requested by and among the Company and the other parties thereto) established by such Active Founder (each such Key Holder Trust, an “AF Trust”), at least 20% of the Shares held collectively by such Active Founder and his AF Trust(s), if any, as of the date hereof (the “Threshold Shares”), except that if any Active Founder declines, is unable to serve, is no longer a full-time employee of the Company or, together with such Active Founder’s AF Trust, if any, no longer holds the Threshold Shares, such Active Founder’s successor shall be designated by the holders of at least a majority of the shares of Common Stock, voting together as a separate class; provided that if any Active Founder serving as a director pursuant to this section ceases to serve as a full-time employee of the Company and/or, together with such Active Founder’s AF Trust(s), if any, no longer holds the Threshold Shares, each of the Stockholders shall promptly vote their respective Shares to remove such Active Founder from the Board following such time as such Active Founder is no longer a full-time employee of the Company and/or no longer holds, together with such Active Founder’s AF Trust(s), if any, the Threshold Shares if such Active Founder has not resigned as a member of the Board; (ii) One individual designated by the holders of at least a majority of the shares of Common Stock (other than shares of Common Stock issued or issuable upon conversion of Preferred Stock), voting together as a separate class, that is reasonably acceptable to at least one of the Active Founders, which individual shall initially be Xxxxx Xxxxxx; provided that if any Active Founder cease to serve as a full-time employee of the Company and/or no longer holds, together with such Active Founder’s AF Trust, the Threshold Shares, then the director designated in accordance with this Section 1.2(d)(ii) need not be acceptable to such Active Founder; (d) At each election of directors in which the holders of shares of Common Stock and Preferred Stock, voting together as a single class, are entitled to elect a member of the Board, one (1) individual who shall be mutually acceptable to (i) the Active Founders who are then serving as full-time employees of the Company and (ii) the individuals designated as Board members pursuant to Sections 1.2(a), 1.2(b) and 1.2(c) above, and which individual shall initially be Xxxxxxx Xxxxxxx; provided that, in the event that Xxxxxxx Xxxxxxx resigns or is removed from the Board for any reason, his replacement director shall be mutually acceptable to the (i) Active Founders who are then serving as full-time employees of the Company, (ii) individuals designated as Board members pursuant to Sections 1.2(a), 1.2(b) and 1.2(c) above and (iii) holders of at least a majority of the shares of Series E Preferred Stock, voting together as a separate class. To the extent that any of clauses (a) through (d) above shall not be applicable, any member of the Board who would otherwise have been designated in accordance with the terms thereof shall instead be voted upon by all the stockholders of the Company entitled to vote thereon in accordance with, and pursuant to, the Restated Charter. For purposes of this Agreement, an individual, firm, corporation, partnership, association, limited liability company, trust or any other entity stockholder within its control (collectively, a “Person”) shall be deemed an “Affiliate” of another Person who, directly or indirectly, controls, is controlled by or is under common control with such Person, including, without limitation, calling special board and stockholders’ meetings) so that the Purchaser Designees shall be elected to or removed from the Board as provided in this Section 2.1. The Company shall cause its Board of Directors to take all action necessary to appoint directors designated pursuant to this Section 2.1 to the Compensation Committee and Audit Committee and each other committee as such directors may reasonably request, so that the directors will have representation on each such committee proportional to their representation on the Board, unless outside counsel has provided written advice that such membership is prohibited by applicable law or the rules of the Nasdaq Stock Market. The Company shall pay the reasonable out-of-pocket travel, lodging and other related expenses of all directors elected pursuant to this Section 2.1 incurred in connection with attendance at meetings of the Board or any general partnercommittee thereof. (d) If a vacancy of a position held by a Purchaser Designee occurs or exists on the Board at any time and for any reason, managing memberincluding but not limited to a vacancy because of the death, officer disability, retirement, resignation or removal of any director for cause or otherwise, then the Purchaser who originally designated such director pursuant to this Section 2.1 shall have the sole right to designate an individual to fill such vacancy (provided such Purchaser is still entitled to designate a member to the Board thereunder), and the Company shall take all reasonable steps to elect such nominee to fill such vacancy. (e) At the request of the entity designating a Purchaser Designee and only if such Purchaser is still entitled to designate a Board member pursuant to Section 2.1 hereof, the Company shall (x) use all reasonable efforts to (i) seek action by written consent as promptly as practicable following such request to remove such Purchaser Designee, or (ii) if action by written consent of stockholders is not then permitted by the certificate of incorporation and bylaws of the Company, the Company may, in its sole discretion, cause a special meeting of stockholders to be held proposing the removal of such Person Purchaser Designee and (y) to the extent permitted by law and to the extent an action by written consent is sought or any venture capital fund now or hereafter existing that a special meeting of stockholders is controlled by one or more general partners or managing members ofcalled pursuant to this paragraph, or shares use all reasonable efforts to solicit from stockholders of the same management company with, Company eligible to vote for the election of directors proxies to remove such PersonPurchaser Designee.

Board Composition. Each Stockholder agrees to vote(a) Effective as of the Effective Time (as defined in the Agreement and Plan of Merger, or cause to dated as of November 14, 2013, by and between United Financial Bancorp, Inc. (“United”) and Rockville Financial, Inc. (“Rockville”), as the same may be voted, all Shares owned by such Stockholder, or over which such Stockholder has voting control, amended from time to time (the “Merger Agreement”)) and at all timesnotwithstanding any other provision of these Bylaws that may be to the contrary, the Board of Directors of the Corporation shall consist of twenty (20) Directors (or, if the Corporation’s Certificate of Incorporation does not allow that number, sixteen (16) Directors), half of whom shall be former members of the Board of Directors of Rockville chosen by Rockville (the “Former Rockville Directors”), including Xxxxxxx X. X. Xxxxxxxx, XX, and half of whom shall be former members of the Board of Directors of United (other than Xxxxxxx X. Xxxxxxx, who will be replaced by J. Xxxxxxx Xxxxxxxx) chosen by United (the “Former United Directors”). The Former United Directors and Former Rockville Directors shall be apportioned among the classes of the Board of Directors as nearly evenly as is possible. The placement of specific Former United Directors by class shall be as determined by United, and the placement of specific Former Rockville Directors by class shall be as determined by Rockville, in whatever manner as each case subject to the preceding sentence; provided, however, that each of Messrs. Xxxxxxxx and Xxxxxxxx shall be necessary to ensure that placed in the class whose term shall expire at each the Corporation’s first annual meeting of shareholders following the Effective Time (or special meeting in lieu thereof) and, subject to satisfaction of stockholders the Corporation’s then-existing re-nomination policies and criteria applicable to incumbent directors, shall be nominated for a full term; and provided further, however, that all Former Rockville Directors and Former United Directors (or any successors thereto nominated in accordance with these Bylaws) whose terms shall expire at which the Corporation’s first and second annual meetings of shareholders following the Effective Time (or special meetings in lieu thereof), subject to satisfaction of the Corporation’s then-existing re-nomination policies and criteria applicable to incumbent Directors, shall be nominated for full terms. During the period (the “Three-Year Period”) beginning immediately following the Effective Time and extending through the point in time immediately prior to the later of the Corporation’s third annual meeting of shareholders following the Effective Time (or special meeting in lieu thereof) or the 2017 annual meeting of shareholders (collectively, the “Third Annual Meeting”), the number of Directors of the Corporation shall be as determined by a two-thirds vote of the entire Board of Directors; provided that the Board of Directors shall consist of an equal number of Former Rockville Directors and Former United Directors. Following the expiration of the Three-Year Period (for the avoidance of doubt, the election of directors is held or pursuant Directors at the Third Annual Meeting shall be deemed for purposes of these Bylaws to any written consent follow the expiration of the stockholdersThree-Year Period, and the provisions of this sentence shall apply to such election), the following persons number of Directors of the Corporation shall be elected to the Board: (a) At each election of directors in which the holders of shares of Series A/B/D Preferred Stock are entitled to elect the Series A/B/D Preferred Director, one (1) individual designated as determined by the holders of at least a majority two-thirds vote of the shares entire Board of Series A/B/D Preferred StockDirectors, voting together as a separate class and the requirement to have an equal number of Former Rockville Directors and Former United Directors shall expire. Subject to Article IV of these Bylaws, each of the Former Rockville Directors and Former United Directors shall serve on an as-converted basiscommittees of the Board of Directors, which individual shall initially be Xxxxxx Xxxxxxx;consistent with their expertise and interest, and based on the needs of the Board of Directors and the requirements of such positions. (b) At each election The Board of directors in which Directors has resolved that, effective as of the holders Effective Time and notwithstanding any other provision of shares these Bylaws that may be to the contrary, Xxxxxx X. Xxxxxxx, Xx. shall serve as Chairman of Series C Preferred Stockthe Board of Directors and Xxxxxxx X. Xxxxxxx, voting together Xx. shall serve as Vice Chairman of the Board of Directors. If, during the Three-Year Period, (i) Xxxxxx X. Xxxxxxx, Xx. cannot serve as Chairman of the Board of Directors, then a separate class, are entitled to elect new Chairman of the Series C Preferred Director, one (1) individual designated Board of Directors shall be elected by the holders of at least a majority vote of the shares Former United Directors, or (ii) Xx. Xxxxxxx cannot serve as Vice Chairman of Series C Preferred Stockthe Board of Directors, voting together as then a separate class, which individual new Vice Chairman of the Board of Directors shall initially be Xxxxx Xxxxx;elected by a majority vote of the Former Rockville Directors. (c) At each election of directors in which Until the holders of shares of Common Stock are entitled to elect three (3) members expiration of the Board, three (3) individuals as follows: (i) Each of Xxxxx Xxxxxxxxxxxx and Xxxxxx Xxxxxx (each, an “Active Founder” and, collectivelyThree-Year Period, the “Active Founders”) for so long as he: (i) remains a full-time employee provisions of this Section 2 may be modified, amended or repealed, and any Bylaw provision inconsistent with the Company and (ii) holdsprovisions of this Section 2 may be adopted, together with any Key Holder Trust (as defined in that certain Sixth Amended and Restated Right of First Refusal and Co-Sale Agreement, dated as of the date hereof, only by and among the Company and the other parties thereto) established by such Active Founder (each such Key Holder Trust, an “AF Trust”), at least 20% of the Shares held collectively by such Active Founder and his AF Trust(s), if any, as of the date hereof (the “Threshold Shares”), except that if any Active Founder declines, is unable to serve, is no longer a full-time employee of the Company or, together with such Active Founder’s AF Trust, if any, no longer holds the Threshold Shares, such Active Founder’s successor shall be designated by the holders affirmative vote of at least a majority two-thirds of the shares full Board of Common Stock, voting together as a separate class; provided that if any Active Founder serving as a director pursuant to this section ceases to serve as a full-time employee Directors. 4. deleting Section 4 of Article III in its entirety and inserting in its place the Company and/or, together with such Active Founder’s AF Trust(s), if any, no longer holds the Threshold Shares, each of the Stockholders shall promptly vote their respective Shares to remove such Active Founder from the Board following such time as such Active Founder is no longer a full-time employee of the Company and/or no longer holds, together with such Active Founder’s AF Trust(s), if any, the Threshold Shares if such Active Founder has not resigned as a member of the Board; (ii) One individual designated by the holders of at least a majority of the shares of Common Stock (other than shares of Common Stock issued or issuable upon conversion of Preferred Stock), voting together as a separate class, that is reasonably acceptable to at least one of the Active Founders, which individual shall initially be Xxxxx Xxxxxx; provided that if any Active Founder cease to serve as a full-time employee of the Company and/or no longer holds, together with such Active Founder’s AF Trust, the Threshold Shares, then the director designated in accordance with this new Section 1.2(d)(ii) need not be acceptable to such Active Founder; (d) At each election of directors in which the holders of shares of Common Stock and Preferred Stock, voting together as a single class, are entitled to elect a member of the Board, one (1) individual who shall be mutually acceptable to (i) the Active Founders who are then serving as full-time employees of the Company and (ii) the individuals designated as Board members pursuant to Sections 1.2(a), 1.2(b) and 1.2(c) above, and which individual shall initially be Xxxxxxx Xxxxxxx; provided that, in the event that Xxxxxxx Xxxxxxx resigns or is removed from the Board for any reason, his replacement director shall be mutually acceptable to the (i) Active Founders who are then serving as full-time employees of the Company, (ii) individuals designated as Board members pursuant to Sections 1.2(a), 1.2(b) and 1.2(c) above and (iii) holders of at least a majority of the shares of Series E Preferred Stock, voting together as a separate class. To the extent that any of clauses (a) through (d) above shall not be applicable, any member of the Board who would otherwise have been designated in accordance with the terms thereof shall instead be voted upon by all the stockholders of the Company entitled to vote thereon in accordance with, and pursuant to, the Restated Charter. For purposes of this Agreement, an individual, firm, corporation, partnership, association, limited liability company, trust or any other entity (collectively, a “Person”) shall be deemed an “Affiliate” of another Person who, directly or indirectly, controls, is controlled by or is under common control with such Person, including, without limitation, any general partner, managing member, officer or director of such Person or any venture capital fund now or hereafter existing that is controlled by one or more general partners or managing members of, or shares the same management company with, such Person.4:

Board Composition. Each (a) Concurrently with the execution of this Agreement, each member of the board of directors of the Company (the “Board”) shall resign from the Board, effective immediately, and immediately upon the Company Stockholder Approval having been obtained, the Board shall consist of the individuals set forth on Schedule 1 hereto until the 2018 annual meeting of the Company’s stockholders or such individual’s earlier resignation, death or removal. After the date hereof, i. for so long as the Ownership Threshold is met the Investors shall be entitled to nominate such number of individuals to the Board constituting a majority of directors, (1) for so long as the Ownership Threshold is not met, but the Investors’ Ownership Percentage exceeds 30% of the Common Stock, then the Investors shall be entitled to nominate the greater of: (x) such number of individuals to the Board in relative proportion to the Ownership Percentage (rounded down) and (y) three directors, (2) for so long as the Investors’ Ownership Percentage is in the aggregate at least 20%, but less than 30% of the Common Stock, then the Investors shall be entitled to nominate the greater of: (x) such number of individuals to the Board in relative proportion to the Ownership Percentage (rounded down) and (y) two directors, and (3) for so long as the Investors’ Ownership Percentage is in the aggregate at least 10%, but less than 20% of the Common Stock, then the Investors shall be entitled to nominate the greater of: (x) such number of individuals to the Board in relative proportion to the Ownership Percentage (rounded down) and (y) one director (each, an “Investor Designee,” and collectively, the “Investor Designees”). For so long as the Ownership Threshold is met, (A) the Investors shall be entitled to designate the chairperson of the Board and (B) except as otherwise directed or agreed by the Investors and to the extent required by applicable listing standards (including any requirements for initial listing), the Company agrees to vote, or cause all members of the Board that are not Investor Designees (other than the chief executive officer of the Company) to be voted“independent” as defined in the listing standards of the NYSE American (or other United States national securities exchange that the Common Stock is listed upon, if any) and applicable law (and all Shares owned by such Stockholder, or over which such Stockholder has voting control, from time non-Investor Designees listed on Schedule 1 have agreed to time and at all times, in whatever manner as shall be resign if necessary to ensure that effectuate the foregoing). The Company, at each any annual or special meeting of stockholders of the Company at which an election of directors is held or pursuant are to any written consent be elected, subject to the fulfillment of the stockholdersrequirements set forth in Section 2.1(b), shall nominate the following persons shall Investor Designees for election to the Board and use all commercially reasonable efforts to cause the Investor Designees to be elected to as directors of the Board: (a) At each election of directors in which the holders of shares of Series A/B/D Preferred Stock are entitled to elect the Series A/B/D Preferred Director, one (1) individual designated by the holders of at least a majority of the shares of Series A/B/D Preferred Stock, voting together as a separate class and on an as-converted basis, which individual shall initially be Xxxxxx Xxxxxxx;. (b) At each election The Company shall require that all directors comply in all respects with applicable law (including with respect to confidentiality) and the Company’s corporate governance guidelines, code of directors business conduct and ethics and confidentiality and trading policies and guidelines as in effect from time to time. The Investors shall notify the Company of any proposed Investor Designee in writing no later than the latest date on which the holders Company stockholders may make nominations to the Board in accordance with the bylaws of shares of Series C Preferred Stockthe Company and the Securities Act, voting together as a separate class, are entitled with all information concerning such nominee required to elect be delivered to the Series C Preferred Director, one (1) individual designated Company by the holders of at least a majority bylaws of the shares Company and such other information reasonably requested by the Company; provided that in each such case, all such information is generally required to be delivered to the Company by the other outside directors of Series C Preferred Stockthe Company (the “Nominee Disclosure Information”); provided, voting together further that in the event the Investors fail to provide any such notice, the Investor Designee shall be the person then serving as a separate class, which individual shall initially be Xxxxx Xxxxx;the Investor Designee as long as the Investors provide the Nominee Disclosure Information to the Company promptly upon request by the Company. (c) At each election of directors in which In the holders of shares of Common Stock are entitled to elect three (3) members event of the Boarddeath, three (3) individuals as follows: (i) Each disability, resignation or removal of Xxxxx Xxxxxxxxxxxx and Xxxxxx Xxxxxx (each, an “Active Founder” and, collectivelyInvestor Designee, the “Active Founders”) for so long as he: (i) remains Board will promptly elect to the Board a full-time employee of the Company and (ii) holds, together with any Key Holder Trust (as defined in that certain Sixth Amended and Restated Right of First Refusal and Co-Sale Agreement, dated as of the date hereof, by and among the Company and the other parties thereto) established by such Active Founder (each such Key Holder Trust, an “AF Trust”), at least 20% of the Shares held collectively by such Active Founder and his AF Trust(s), if any, as of the date hereof (the “Threshold Shares”), except that if any Active Founder declines, is unable to serve, is no longer a full-time employee of the Company or, together with such Active Founder’s AF Trust, if any, no longer holds the Threshold Shares, such Active Founder’s successor shall be replacement director designated by the holders of at least a majority Investors, subject to the fulfillment of the shares of Common Stock, voting together as a separate class; provided that if any Active Founder serving as a director pursuant to this section ceases to serve as a full-time employee of the Company and/or, together with such Active Founder’s AF Trust(srequirements set forth in Section 2.1(b), if anyto fill the resulting vacancy, no longer holds the Threshold Shares, each of the Stockholders shall promptly vote their respective Shares to remove and such Active Founder from the Board following such time as such Active Founder is no longer a full-time employee of the Company and/or no longer holds, together with such Active Founder’s AF Trust(s), if any, the Threshold Shares if such Active Founder has not resigned as a member of the Board; (ii) One individual designated by the holders of at least a majority of the shares of Common Stock (other than shares of Common Stock issued or issuable upon conversion of Preferred Stock), voting together as a separate class, that is reasonably acceptable to at least one of the Active Founders, which individual shall initially be Xxxxx Xxxxxx; provided that if any Active Founder cease to serve as a full-time employee of the Company and/or no longer holds, together with such Active Founder’s AF Trust, the Threshold Shares, then the director designated in accordance with this Section 1.2(d)(ii) need not be acceptable to such Active Founder; (d) At each election of directors in which the holders of shares of Common Stock and Preferred Stock, voting together as a single class, are entitled to elect a member of the Board, one (1) individual who shall be mutually acceptable to (i) the Active Founders who are then serving as full-time employees of the Company and (ii) the individuals designated as Board members pursuant to Sections 1.2(a), 1.2(b) and 1.2(c) above, and which individual shall initially be Xxxxxxx Xxxxxxx; provided that, in the event that Xxxxxxx Xxxxxxx resigns or is removed from the Board for any reason, his replacement director shall be mutually acceptable to the (i) Active Founders who are then serving as full-time employees of the Company, (ii) individuals designated as Board members pursuant to Sections 1.2(a), 1.2(b) and 1.2(c) above and (iii) holders of at least a majority of the shares of Series E Preferred Stock, voting together as a separate class. To the extent that any of clauses (a) through (d) above shall not be applicable, any member of the Board who would otherwise have been designated in accordance with the terms thereof shall instead be voted upon by all the stockholders of the Company entitled to vote thereon in accordance with, and pursuant to, the Restated Charter. For purposes of this Agreement, an individual, firm, corporation, partnership, association, limited liability company, trust or any other entity (collectively, a “Person”) shall be deemed an “Affiliate” of another Person who, directly or indirectly, controls, is controlled by or is Investor Designee for all purposes under common control with such Person, including, without limitation, any general partner, managing member, officer or director of such Person or any venture capital fund now or hereafter existing that is controlled by one or more general partners or managing members of, or shares the same management company with, such Personthis Agreement.

Board Composition. Each Stockholder agrees to voteSo long as Holders affiliated with Post or any of their respective Affiliates hold any Securities, Existing Senior Secured Notes, capital stock (in the form of preferred stock or cause to be voted, all Shares owned by such Stockholder, or over which such Stockholder has voting control, from time to time and at all times, in whatever manner as shall be necessary to ensure that at each annual or special meeting of stockholders at which an election of directors is held or pursuant to any written consent common stock) of the stockholdersIssuer or warrants to acquire capital of the Issuer, Post, on behalf of such Holders and their respective Affiliates, as applicable, (i) shall have the following persons shall be elected right to designate one designee for election to the Board: Board of Directors of the Issuer (aand every committee thereof), which designee 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 Designee”) At each election and (ii) shall have the right to designate one designee to attend all meetings of directors the Board of Directors of the Issuer (and every committee thereof) as an observer, which observer shall either be an investment professional employed by or associated in which a consulting or similar capacity with Post or an individual otherwise reasonably acceptable to the holders majority in interest of shares the Majority Equity Sponsor (the “Board Observer”). The Board of Series A/B/D Preferred Stock are entitled to elect Directors of the Series A/B/D Preferred Director, Issuer will meet at least one (1) individual designated by time per quarter. If the holders Board Designee has been designated, he or she will be entitled to receive copies of all materials distributed at least a majority all meetings of the shares Board of Series A/B/D Preferred StockDirectors of the Issuer (and every committee thereof). If the Board Observer has been designated, voting together he or she will be entitled to receive copies of all materials distributed at all meetings of the Board of Directors of the Issuer (and every committee thereof). Upon election of the Board Designee, the Issuer will execute a customary form of indemnification agreement in favor of the Board Designee in his or her capacity as a separate class director of the Issuer. At all times during the tenure of the Board Designee, the Issuer shall maintain a directors’ and on officers’ liability insurance policy from financially sound and reputable insurers with coverage customary for companies similarly situated to the Issuer. If the Board Designee is not an as-converted basisemployee of Post, which individual the Issuer shall initially be Xxxxxx Xxxxxxx; (b) At each election of directors in which pay him or her the holders of shares of Series C Preferred Stock, voting together same compensation for his or her services as a separate class, are entitled to elect the Series C Preferred Director, one (1) individual designated by the holders of at least a majority director of the shares of Series C Preferred Stock, voting together Issuer as a separate class, which individual shall initially be Xxxxx Xxxxx; (c) At each election of directors in which the holders of shares of Common Stock are entitled to elect three (3) members of the Board, three (3) individuals as follows: (i) Each of Xxxxx Xxxxxxxxxxxx and Xxxxxx Xxxxxx (each, an “Active Founder” and, collectively, the “Active Founders”) for so long as he: (i) remains a full-time employee of the Company and (ii) holds, together with any Key Holder Trust (as defined in that certain Sixth Amended and Restated Right of First Refusal and Co-Sale Agreement, dated as of the date hereof, by and among the Company and the other parties thereto) established by such Active Founder (each such Key Holder Trust, an “AF Trust”), at least 20% of the Shares held collectively by such Active Founder and his AF Trust(s)compensation, if any, as paid to non-employee directors of the date hereof (the “Threshold Shares”), except that if any Active Founder declines, is unable to serve, is no longer a full-time employee of the Company or, together with such Active Founder’s AF Trust, if any, no longer holds the Threshold Shares, such Active Founder’s successor shall be designated by the holders of at least a majority of the shares of Common Stock, voting together as a separate class; provided that if any Active Founder serving as a director pursuant to this section ceases to serve as a full-time employee of the Company and/or, together with such Active Founder’s AF Trust(s), if any, no longer holds the Threshold Shares, each of the Stockholders shall promptly vote their respective Shares to remove such Active Founder from the Board following such time as such Active Founder is no longer a full-time employee of the Company and/or no longer holds, together with such Active Founder’s AF Trust(s), if any, the Threshold Shares if such Active Founder has not resigned as a member of the Board; (ii) One individual designated by the holders of at least a majority of the shares of Common Stock (other than shares of Common Stock issued or issuable upon conversion of Preferred Stock), voting together as a separate class, that is reasonably acceptable to at least one of the Active Founders, which individual shall initially be Xxxxx Xxxxxx; provided that if any Active Founder cease to serve as a full-time employee of the Company and/or no longer holds, together with such Active Founder’s AF Trust, the Threshold Shares, then the director designated in accordance with this Section 1.2(d)(ii) need not be acceptable to such Active Founder; (d) At each election of directors in which the holders of shares of Common Stock and Preferred Stock, voting together as a single class, are entitled to elect a member of the Board, one (1) individual who shall be mutually acceptable to (i) the Active Founders who are then serving as full-time employees of the Company and (ii) the individuals designated as Board members pursuant to Sections 1.2(a), 1.2(b) and 1.2(c) above, and which individual shall initially be Xxxxxxx Xxxxxxx; provided that, in the event that Xxxxxxx Xxxxxxx resigns or is removed from the Board for any reason, his replacement director shall be mutually acceptable to the (i) Active Founders who are then serving as full-time employees of the Company, (ii) individuals designated as Board members pursuant to Sections 1.2(a), 1.2(b) and 1.2(c) above and (iii) holders of at least a majority of the shares of Series E Preferred Stock, voting together as a separate class. To the extent that any of clauses (a) through (d) above shall not be applicable, any member of the Board who would otherwise have been designated in accordance with the terms thereof shall instead be voted upon by all the stockholders of the Company entitled to vote thereon in accordance with, and pursuant to, the Restated Charter. For purposes of this Agreement, an individual, firm, corporation, partnership, association, limited liability company, trust or any other entity (collectively, a “Person”) shall be deemed an “Affiliate” of another Person who, directly or indirectly, controls, is controlled by or is under common control with such Person, including, without limitation, any general partner, managing member, officer or director of such Person or any venture capital fund now or hereafter existing that is controlled by one or more general partners or managing members of, or shares the same management company with, such PersonIssuer.

Board Composition. 1.1 Each Stockholder agrees to vote, or cause to be voted, all Shares owned by such Stockholder, or over which such Stockholder has voting control, from time to time and at all times, in whatever manner as shall be necessary to ensure that at each annual or special meeting of stockholders at which an election of directors is held or pursuant to any written consent of the stockholders, the following persons shall be elected to the Board: (a) At each election of directors in which the holders of shares of Series A/B/D Preferred Stock are entitled to elect the Series A/B/D Preferred Director, one (1) individual designated by the holders of at least Holders who is a majority of the shares of Series A/B/D Preferred Stock, voting together as a separate class and on an as-converted basis, which individual shall initially be Xxxxxx Xxxxxxx; (b) At each election of directors in which the holders of shares of Series C Preferred Stock, voting together as a separate class, are entitled to elect the Series C Preferred Director, one (1) individual designated by the holders of at least a majority of the shares of Series C Preferred Stock, voting together as a separate class, which individual shall initially be Xxxxx Xxxxx; (c) At each election of directors in which the holders of shares of Common Stock are entitled to elect three (3) members of the Board, three (3) individuals as follows: (i) Each of Xxxxx Xxxxxxxxxxxx and Xxxxxx Xxxxxx (each, an “Active Founder” and, collectively, the “Active Founders”) for so long as he: (i) remains a full-time employee shareholder of the Company and (ii) holds, together with or who shall be a shareholder of the Company at any Key Holder Trust (as defined in that certain Sixth Amended and Restated Right of First Refusal and Co-Sale Agreement, dated as of time following the date hereof, hereby undertakes that immediately following a payment by and among ACCBT of its first USD $1 million towards the Company and the other parties thereto) established by such Active Founder (each such Key Holder TrustSubscription Price, an “AF Trust”), then at least 20% of the Shares held collectively by such Active Founder and his AF Trust(s), if any, as of the date hereof (the “Threshold Shares”), except that if any Active Founder declines, is unable to serve, is no longer a full-time employee shareholders’ meeting in which directors of the Company or, together with such Active Founder’s AF Trust, if any, no longer holds the Threshold Sharesor its subsidiaries are being elected, such Active FounderHolder will vote all of its shares such that ACCBT’s successor shall nominees to the relevant Board of Directors (and any of their respective committees) will constitute a minimum of 40% (fractions to be designated by rounded up to the holders of at least a majority nearest whole number) of the relevant board or committee. Such Holder additionally undertakes that it shall not vote any of its shares of Common Stock, voting together as a separate class; provided that if any Active Founder serving as a director pursuant to this section ceases to serve as a full-time employee of the Company and/or, together with such Active Founder’s AF Trust(s), if any, no longer holds the Threshold Shares, each of the Stockholders shall promptly vote their respective Shares to remove such Active Founder replace an ACCBT nominee from the Board following such time as such Active Founder is no longer of Directors if said replacement will be inconsistent with the composition indicated above. At the request of ACCBT, a full-time employee Holder will promptly provide ACCBT with an irrevocable and unconditional proxy to vote the Holder's shares at any shareholders' meeting of the Company and/or no longer holds, together with such Active Founder’s AF Trust(s), if any, to effect the Threshold Shares if such Active Founder has not resigned as a member foregoing in this paragraph. 1.2 Each of the Board; (ii) One individual designated by the holders of at least Holders who is a majority of the shares of Common Stock (other than shares of Common Stock issued or issuable upon conversion of Preferred Stock), voting together as a separate class, that is reasonably acceptable to at least one of the Active Founders, which individual shall initially be Xxxxx Xxxxxx; provided that if any Active Founder cease to serve as a full-time employee shareholder of the Company and/or no longer holds, together with such Active Founder’s AF Trust, the Threshold Shares, then the director designated in accordance with this Section 1.2(d)(ii) need not be acceptable to such Active Founder; (d) At each election of directors in which the holders of shares of Common Stock and Preferred Stock, voting together as a single class, are entitled to elect a member of the Board, one (1) individual or who shall be mutually acceptable to (i) the Active Founders who are then serving as full-time employees a shareholder of the Company and (ii) at any time following the individuals designated as Board members pursuant to Sections 1.2(a)date hereof, 1.2(b) and 1.2(c) abovehereby undertakes that immediately following a payment by ACCBT of its second USD $1 million towards the Subscription Price, and then at any shareholders’ meeting in which individual shall initially be Xxxxxxx Xxxxxxx; provided that, in the event that Xxxxxxx Xxxxxxx resigns or is removed from the Board for any reason, his replacement director shall be mutually acceptable to the (i) Active Founders who are then serving as full-time employees of the Company, (ii) individuals designated as Board members pursuant to Sections 1.2(a), 1.2(b) and 1.2(c) above and (iii) holders of at least a majority of the shares of Series E Preferred Stock, voting together as a separate class. To the extent that any of clauses (a) through (d) above shall not be applicable, any member of the Board who would otherwise have been designated in accordance with the terms thereof shall instead be voted upon by all the stockholders directors of the Company entitled or its subsidiaries are being elected, such Holder will vote all of its shares such that ACCBT’s nominees to the relevant Board of Directors (and any of their respective committees) will constitute a minimum of 50.1% (fractions to be rounded up to the nearest whole number) of the relevant board or committee. Such Holder additionally undertakes that it shall not vote any of its shares of the Company to replace an ACCBT nominee from the board if said replacement will be inconsistent with the composition indicated above. At the request of ACCBT, a Holder will promptly provide ACCBT with an irrevocable and unconditional proxy to vote thereon the Holder's shares at any shareholders' meeting of the Company to effect the foregoing in accordance with, and pursuant to, the Restated Charter. For purposes of this Agreement, an individual, firm, corporation, partnership, association, limited liability company, trust or any other entity (collectively, a “Person”) shall be deemed an “Affiliate” of another Person who, directly or indirectly, controls, is controlled by or is under common control with such Person, including, without limitation, any general partner, managing member, officer or director of such Person or any venture capital fund now or hereafter existing that is controlled by one or more general partners or managing members of, or shares the same management company with, such Personparagraph.

Board Composition. Each Stockholder agrees to vote(a) From and after the date hereof, or cause and until the provisions of this Section 2 cease to be votedeffective, each Securityholder and Institutional Investor shall vote all Shares owned by such Stockholder, or of its Common Stock and other voting securities of the Company over which such Stockholder holder has voting controlcontrol ("Subject Securities") and shall take all other necessary or desirable actions within its control (in its capacity as a securityholder or stockholder and, from time subject to time and at all timesany fiduciary obligation owed by such Securityholder or Institutional Investor to the Company, in whatever manner its capacity as a director, member of a board committee or officer of the Company or otherwise, and including, without limitation, attendance at meetings in person or by proxy for purposes of obtaining a quorum and execution of written consents in lieu of meetings), and the Company shall take all necessary or desirable actions within its control (including, without limitation, calling special Board and stockholder meetings), so that the following shall occur: (i) one representative designated by the Required Investor Approval (who shall initially be necessary Paul Xxxxx) xxall be elected to ensure that at each annual or special meeting of stockholders at which an election the Board for a three-year term, and reelected for subsequent terms so long as this Agreement is in effect; (ii) subject to the limitation contained in Section 2(a)(viii), if the authorized number of directors on the Board has been increased to eight (8), then commencing on the date which is held or pursuant to any written consent six (6) months after the effective date of such expansion of the stockholdersBoard, one additional representative designated by the following persons Required Investor Approval and reasonably acceptable to the Company shall be elected to the Board: (a) At each election of directors in which the holders of shares of Series A/B/D Preferred Stock are entitled to elect the Series A/B/D Preferred Director, one (1) individual designated by the holders of at least a majority of the shares of Series A/B/D Preferred Stock, voting together as a separate class and on an as-converted basis, which individual shall initially be Xxxxxx Xxxxxxx; (biii) At each subject to the limitations contained in Section 2(a)(viii), if the authorized number of directors on the Board has been increased (A) to nine (9) prior to the election of directors in which the holders of shares of Series C Preferred Stockadditional Investor Designee pursuant to Section 2(a)(ii) above, voting together as a separate class, are entitled or (B) to elect ten (10) or higher at any time after the Series C Preferred Director, one (1) individual designated by the holders of at least a majority election of the shares additional Investor Designee pursuant to Section 2(a)(ii) above, there shall be elected to the Board such number of Series C Preferred Stock, voting together as a separate class, which individual shall initially additional Investor Designees (who must be Xxxxx Xxxxx; (c) At each election of directors in which reasonably acceptable to the holders of shares of Common Stock are entitled to elect three (3) members of the Board, three (3) individuals as follows: (i) Each of Xxxxx Xxxxxxxxxxxx and Xxxxxx Xxxxxx (each, an “Active Founder” and, collectively, the “Active Founders”) for so long as he: (i) remains a full-time employee of the Company and (ii) holds, together with any Key Holder Trust (as defined in that certain Sixth Amended and Restated Right of First Refusal and Co-Sale Agreement, dated as of the date hereof, by and among the Company and the other parties thereto) established by such Active Founder (each such Key Holder Trust, an “AF Trust”), at least 20% of the Shares held collectively by such Active Founder and his AF Trust(sCompany), if any, as are necessary to result in the percentage representation by Investor Designees on the Board equaling at least the Institutional Investors' percentage ownership of the date hereof (the “Threshold Shares”), except that if any Active Founder declines, is unable to serve, is no longer a full-time employee outstanding Common Stock of the Company or, together with such Active Founder’s AF Trust, if any, no longer holds arising out of their ownership of (x) shares of Series B Preferred (assuming the Threshold Shares, such Active Founder’s successor shall be designated by the holders conversion of at least a majority all outstanding shares of the Series B Preferred) and (y) shares of Common StockStock that have been issued on conversion of shares of Series B Preferred; provided, voting together as in no event shall the number of Investor Designees to the Board be less than one (1); (iv) the governing body of each of the Company's Subsidiaries (each a separate class; provided "Sub Board") shall have at least one Investor Designee; (v) any committees of the Board or a Sub Board (to the extent not yet created) shall be created only upon Required Board Approval and each committee shall have at least one Investor Designee; (vi) the removal from the Board or a Sub Board or any committee thereof without cause of any Investor Designee shall be conditional on the Required Investor Approval; (vii) in the event that if any Active Founder serving as a director pursuant to this section Investor Designee ceases to serve as a full-time employee member of the Board or a Sub Board or any committee thereof during his term of office, the resulting vacancy on the Board or the Sub Board, and on each committee thereof, shall be filled by an Investor Designee; (viii) notwithstanding the provisions of Section 2(a)(ii) or (iii), an Investor Designee shall not be added to the Board if the number of Investor Designees on the Board resulting from such addition would exceed the whole number obtained by multiplying the Institutional Investors' percentage ownership of outstanding Common Stock of the Company and/or, together with such Active Founder’s AF Trust(s), if any, no longer holds arising out of their ownership of (x) shares of Series B Preferred (assuming the Threshold Shares, each conversion of the Stockholders shall promptly vote their respective Shares to remove such Active Founder from the Board following such time as such Active Founder is no longer a full-time employee of the Company and/or no longer holds, together with such Active Founder’s AF Trust(s), if any, the Threshold Shares if such Active Founder has not resigned as a member of the Board; all outstanding Series B Preferred) and (iiy) One individual designated by the holders of at least a majority of the shares of Common Stock (other than shares of Common Stock that have been issued or issuable upon on conversion of Preferred Stock), voting together as a separate class, that is reasonably acceptable to at least one of the Active Founders, which individual shall initially be Xxxxx Xxxxxx; provided that if any Active Founder cease to serve as a full-time employee of the Company and/or no longer holds, together with such Active Founder’s AF Trust, the Threshold Shares, then the director designated in accordance with this Section 1.2(d)(ii) need not be acceptable to such Active Founder; (d) At each election of directors in which the holders of shares of Common Stock Series B Preferred by the total number of directors on the Board which would result from the addition of such Investor Designee (it being understood that for purposes of determining the whole number, any decimal beginning with 0-4 shall be rounded down to the nearest whole number and Preferred Stock, voting together as a single class, are entitled any decimal beginning with 5-9 shall be rounded up to elect a member the nearest whole number); and (ix) in no event shall the number of directors on the Board be less than five (5). (b) The Company shall pay the reasonable out-of-pocket expenses incurred by each director in connection with attending (i) the meetings of the Board, one any Sub Board and any committee thereof and (1ii) individual who any other meetings at the request of any Company or any of its Subsidiaries. So long as any Investor Designee serves on the Board or a Sub Board and for six years thereafter, the Company shall be mutually acceptable to (i) maintain directors and officers indemnity insurance coverage as currently in place or as otherwise approved by the Active Founders who are then serving as full-time employees Required Investor Approval, and the constituent documents of the Company and each of its Subsidiaries, as appropriate, shall provide for indemnification and exculpation of directors to the fullest extent permitted under applicable law. (iic) the individuals designated as Board members If any party or parties fail(s) (but is otherwise entitled) to designate a representative to fill a directorship pursuant to Sections 1.2(a)the terms of this Section 2, 1.2(b) and 1.2(c) above, and which the election of an individual shall initially be Xxxxxxx Xxxxxxx; provided that, in the event that Xxxxxxx Xxxxxxx resigns or is removed from the Board for any reason, his replacement director to such directorship shall be mutually acceptable to the (i) Active Founders who are then serving as full-time employees of the Company, (ii) individuals designated as Board members pursuant to Sections 1.2(a), 1.2(b) and 1.2(c) above and (iii) holders of at least a majority of the shares of Series E Preferred Stock, voting together as a separate class. To the extent that any of clauses (a) through (d) above shall not be applicable, any member of the Board who would otherwise have been designated accomplished in accordance with the terms thereof Company's or the applicable Subsidiary's constituent documents and applicable law; provided that the parties shall instead be voted upon by take all necessary actions to remove such individual if the stockholders of the Company entitled party or parties which failed (and are otherwise entitled) to vote thereon in accordance with, and pursuant to, the Restated Charter. For purposes of this Agreement, an individual, firm, corporation, partnership, association, limited liability company, trust or any other entity (collectively, a “Person”) shall be deemed an “Affiliate” of another Person who, directly or indirectly, controls, is controlled by or is under common control with designate such Person, including, without limitation, any general partner, managing member, officer or director of such Person or any venture capital fund now or hereafter existing that is controlled by one or more general partners or managing members of, or shares the same management company with, such Personso directs.

Board Composition. Each Stockholder Security Holder agrees to vote, vote or cause to be voted, voted all Shares owned by such Stockholder, or over which such Stockholder has voting control, from time to time and at all times, of its eligible Securities in whatever manner as shall be necessary to ensure that at each annual or special meeting of stockholders at which an connection with the election of directors is held or pursuant and to any written consent take such other actions as are necessary so as to fix the number of members of the stockholdersBoard to a number between five and seven (the “Authorized Directors”) with such number being initially five as of the date of this Agreement, and to elect and continue in office as members of the following persons shall be elected to Board the Boardfollowing: (a) At each election of directors in which directors, the holders of shares of Series A/B/D Preferred Stock are Investors, voting as a separate class, is entitled to elect the Series A/B/D Preferred two individuals (each, an “Investor Director, one (1”) individual designated nominated by the holders of at least a majority of the shares of Series A/B/D Preferred Stock, voting together as a separate class and on an as-converted basisMajority Investors, which individual shall Investor Directors will initially be Xxxxxx XxxxxxxXxxxx X. Xxxx and Xxxx Xxxxxxxx, Xx., provided that at such time the aggregate investment in Convertible Notes and Series C Preferred Stock issued under the Purchase Agreement is equal or greater than $85,000,000 in aggregate, the number of Investor Directors shall be increased to three (and increase the number of Authorized Directors by one), which additional Investor Director will initially be Xxxxx Xxxxxx; (b) At each election of directors in which the holders of shares of Series C Preferred Common Stock, voting together as a separate class, are entitled to elect directors of the Series C Preferred Company, the Prior Stockholders will elect two individuals (each, a “Non-Investor Common Director, one (1”) individual designated nominated by a majority in interest of the Securities held by the holders of at least a majority of the shares of Series C Preferred Stock, voting together as a separate classNon-Investor Security Holders, which individual shall Non-Investor Directors will initially be Xxxxx Alden and Xxxx Xxxxx; (c) At each election of directors director in which the holders of shares of Common Stock are entitled to elect three (3) members of the Board, three (3) individuals as follows: (i) Each of Xxxxx Xxxxxxxxxxxx and Xxxxxx Xxxxxx (each, an “Active Founder” and, collectively, the “Active Founders”) for so long as he: (i) remains a full-time employee of the Company and (ii) holds, together with any Key Holder Trust (as defined in that certain Sixth Amended and Restated Right of First Refusal and Co-Sale Agreement, dated as of the date hereof, by and among the Company and the other parties thereto) established by such Active Founder (each such Key Holder Trust, an “AF Trust”), at least 20% of the Shares held collectively by such Active Founder and his AF Trust(s), if any, as of the date hereof (the “Threshold Shares”), except that if any Active Founder declines, is unable to serve, is no longer a full-time employee of the Company or, together with such Active Founder’s AF Trust, if any, no longer holds the Threshold Shares, such Active Founder’s successor shall be designated by the holders of at least a majority of the shares of Common Stock, voting together as a separate class; provided that if any Active Founder serving as a director pursuant to this section ceases to serve as a full-time employee of the Company and/or, together with such Active Founder’s AF Trust(s), if any, no longer holds the Threshold Shares, each of the Stockholders shall promptly vote their respective Shares to remove such Active Founder from the Board following such time as such Active Founder is no longer a full-time employee of the Company and/or no longer holds, together with such Active Founder’s AF Trust(s), if any, the Threshold Shares if such Active Founder has not resigned as a member of the Board; (ii) One individual designated by the holders of at least a majority of the shares of Common Stock (other than shares of Common Stock issued or issuable upon conversion of Series A Preferred Stock), voting together as a separate class, that is reasonably acceptable to at least one of the Active Founders, which individual shall initially be Xxxxx Xxxxxx; provided that if any Active Founder cease to serve as a full-time employee of the Company and/or no longer holds, together with such Active Founder’s AF Trust, the Threshold Shares, then the director designated in accordance with this Section 1.2(d)(ii) need not be acceptable to such Active Founder; (d) At each election of directors in which the holders of shares of Common Stock and Series B Preferred Stock, voting together as a single classseparate class on a as-converted basis, are entitled to elect a member directors of the BoardCompany, one and for so long as Mercato holds at least 10,000 shares (1subject to adjustment for stock splits and combinations) individual of Common Stock (or securities convertible into Common Stock), then holders of Series A Preferred Stock and Series B Preferred Stock will elect a director nominated by Mercato (the “Non-Investor Preferred Director”) who shall will initially be mutually acceptable to Xxxx Xxxxxxx; and (d) One Person who is an outside industry executive (the “Independent Director”) designated jointly by (i) the Active Founders who are then serving as full-time employees of the Company Majority Investors and (ii) a majority in interest of the individuals designated Securities held by the Non-Investor Security Holders, which Independent Director position will not, until the designation of the initial Independent Director, be included in the Authorized Directors. In the event the Majority Investors and the holders of a majority in interest of the Securities held by Non-Investor Security Holders are unable to mutually select the Independent Director within 30 days following the Closing, the Company will engage either Xxxxxxxx and Struggles or Xxxxxxx Xxxxxx to identify three qualified candidates for consideration. The Majority Investors and the holders of a majority in interest of the Securities held by the Non-Investor Security Holders will use their reasonable best efforts to select one of the three candidates to serve as Board members pursuant the Independent Director within 30 days following the identification of the three qualified candidates. Upon the designation of the individual to Sections 1.2(a)serve as the initial Independent Director, 1.2(b) the number of Authorized Directors shall be increased by one and 1.2(c) above, and which such individual shall initially be Xxxxxxx Xxxxxxx; provided thatappointed or elected to serve as the Independent Director in such newly created Authorized Director position. Unless otherwise removed in accordance with Section 6.3, in the event that Xxxxxxx Xxxxxxx resigns or is removed from the Board for any reason, his replacement director shall be mutually acceptable to the (i) Active Founders who are then serving as full-time employees of the Company, (ii) individuals designated as Board members pursuant to Sections 1.2(a), 1.2(b) and 1.2(c) above and (iii) holders of at least a majority of the shares of Series E Preferred Stock, voting together as a separate class. To the extent that any of clauses (a) through (d) above shall not be applicable, any member of the Board who would otherwise will hold office until their respective successors have been designated duly appointed. For the avoidance of doubt, the Independent Director may be removed and replaced by the joint vote of (1) the Majority Investors and (2) a majority in accordance with the terms thereof shall instead be voted upon by all the stockholders interest of the Company entitled to vote thereon in accordance with, and pursuant to, Securities held by the Restated Charter. For purposes of this Agreement, an individual, firm, corporation, partnership, association, limited liability company, trust or any other entity (collectively, a “Person”) shall be deemed an “Affiliate” of another Person who, directly or indirectly, controls, is controlled by or is under common control with such Person, including, without limitation, any general partner, managing member, officer or director of such Person or any venture capital fund now or hereafter existing that is controlled by one or more general partners or managing members of, or shares the same management company with, such PersonNon-Investor Security Holders.

Board Composition. Each Stockholder agrees to voteSo 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 the Issuer’s securities are listed, if applicable, 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 to be votednominated, all Shares owned by such Stockholderone designee for election to the Board of Directors of the Issuer (and every committee thereof, or over except as set forth in this paragraph), which such Stockholder has voting control, from time to time and at all times, in whatever manner as designee shall be necessary (A) reasonably satisfactory to ensure that at each annual the Issuer so long as no Event of Default has occurred and is continuing or special meeting (B) upon the consummation of stockholders at which an election of directors is held or pursuant a Qualified Initial Public Offering, reasonably acceptable to any written consent the Issuer’s Nominating Committee of the stockholdersBoard 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 to be permitted to attend all meetings of the Board of Directors of the Issuer (and every committee thereof, except as set forth in this paragraph) as an observer (the following persons shall be elected to “Board Observer”). The Board of Directors of the Board: (a) At each election of directors in which the holders of shares of Series A/B/D Preferred Stock are entitled to elect the Series A/B/D Preferred Director, Issuer will meet at least one (1) individual designated by time per fiscal quarter. If the holders Board Designee has been designated, he or she will be entitled to receive copies of all materials distributed at least a majority all meetings of the shares Board of Series A/B/D Preferred StockDirectors of the Issuer. If the Board Observer has been designated, voting together he or she will be entitled to receive copies of all materials distributed at all meetings of the Board of Directors of 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 the 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, the Issuer will execute a customary form of indemnification agreement in favor of the Board Designee in his or her capacity as a separate class director of the Issuer. At all times during the tenure of the Board Designee, the Issuer shall maintain a directors’ and on officers’ liability insurance policy with coverage in an as-converted basis, which individual amount not less than $10,000,000 from financially sound and reputable insurers. The Issuer shall initially be Xxxxxx Xxxxxxx; (b) At each election of directors in which pay to the holders of shares of Series C Preferred Stock, voting together Board Designee the same compensation for his or her services as a separate class, are entitled to elect the Series C Preferred Director, one (1) individual designated by the holders of at least a majority director of the shares of Series C Preferred Stock, voting together Issuer as a separate class, which individual shall initially be Xxxxx Xxxxx; (c) At each election of directors in which the holders of shares of Common Stock are entitled to elect three (3) members of the Board, three (3) individuals as follows: (i) Each of Xxxxx Xxxxxxxxxxxx and Xxxxxx Xxxxxx (each, an “Active Founder” and, collectively, the “Active Founders”) for so long as he: (i) remains a full-time employee of the Company and (ii) holds, together with any Key Holder Trust (as defined in that certain Sixth Amended and Restated Right of First Refusal and Co-Sale Agreement, dated as of the date hereof, by and among the Company and the other parties thereto) established by such Active Founder (each such Key Holder Trust, an “AF Trust”), at least 20% of the Shares held collectively by such Active Founder and his AF Trust(s)compensation, if any, as paid to non-employee directors of the date hereof (the “Threshold Shares”), except that if Issuer. Notwithstanding any Active Founder declines, is unable to serve, is no longer a full-time employee of the Company orforegoing, together with such Active Founderthe Board Designee shall not be entitled to representation on the Issuer’s AF TrustAudit Committee, if any, no longer holds the Threshold Shares, such Active Founder’s successor shall be designated by the holders of at least a majority of the shares of Common Stock, voting together Nominating and Corporate Governance Committee and Compensation Committee.” 3.28 Schedule 7.01(u) attached hereto is hereby added as a separate class; provided that if any Active Founder serving as a director pursuant Schedule 7.01(u) to this section ceases to serve as a full-time employee of the Company and/or, together with such Active Founder’s AF Trust(s), if any, no longer holds the Threshold Shares, each of the Stockholders shall promptly vote their respective Shares SPAs. 3.29 Schedule 7.01(w) attached hereto is hereby added as Schedule 7.01(w) to remove such Active Founder from the Board following such time as such Active Founder is no longer a full-time employee each of the Company and/or no longer holds, together with such Active Founder’s AF Trust(s), if any, the Threshold Shares if such Active Founder has not resigned as a member SPAs. 3.30 Schedule 7.02(h) is hereby deleted from each of the Board;SPAs and replaced with Schedule 7.02(h)(i) attached hereto. (ii3.31 Schedule 7.02(h)(ii) One individual designated by the holders of at least a majority attached hereto is hereby added as Schedule 7.02(h)(ii) to each of the shares of Common Stock (other than shares of Common Stock issued or issuable upon conversion of Preferred Stock), voting together as a separate class, that SPAs. 3.32 Schedule 7.03(a) is reasonably acceptable to at least one hereby deleted from each of the Active Founders, which individual shall initially be Xxxxx Xxxxxx; provided that if any Active Founder cease to serve as a full-time employee SPAs. 3.33 Schedule 7.03(c) is hereby deleted from each of the Company and/or no longer holdsSPAs for fiscal periods ending after June 30, together with such Active Founder’s AF Trust, the Threshold Shares, then the director designated in accordance with this Section 1.2(d)(ii) need not be acceptable to such Active Founder; (d) At each election of directors in which the holders of shares of Common Stock and Preferred Stock, voting together as a single class, are entitled to elect a member of the Board, one (1) individual who shall be mutually acceptable to (i) the Active Founders who are then serving as full-time employees of the Company and (ii) the individuals designated as Board members pursuant to Sections 1.2(a), 1.2(b) and 1.2(c) above, and which individual shall initially be Xxxxxxx Xxxxxxx; provided that, in the event that Xxxxxxx Xxxxxxx resigns or is removed from the Board for any reason, his replacement director shall be mutually acceptable to the (i) Active Founders who are then serving as full-time employees of the Company, (ii) individuals designated as Board members pursuant to Sections 1.2(a), 1.2(b) and 1.2(c) above and (iii) holders of at least a majority of the shares of Series E Preferred Stock, voting together as a separate class. To the extent that any of clauses (a) through (d) above shall not be applicable, any member of the Board who would otherwise have been designated in accordance with the terms thereof shall instead be voted upon by all the stockholders of the Company entitled to vote thereon in accordance with, and pursuant to, the Restated Charter. For purposes of this Agreement, an individual, firm, corporation, partnership, association, limited liability company, trust or any other entity (collectively, a “Person”) shall be deemed an “Affiliate” of another Person who, directly or indirectly, controls, is controlled by or is under common control with such Person, including, without limitation, any general partner, managing member, officer or director of such Person or any venture capital fund now or hereafter existing that is controlled by one or more general partners or managing members of, or shares the same management company with, such Person2008.

Board Composition. Each Stockholder agrees (i) Investor shall initially have the right to votedesignate two directors (each, or cause to be voted, all Shares owned by such Stockholder, or over which such Stockholder has voting control, from time to time and at all times, in whatever manner as a “GGC Appointee”) who shall be necessary appointed to ensure that at each annual or special meeting of stockholders at which an election of directors is held or pursuant to any written consent of the stockholders, Board (and the following persons Company shall be elected cause their appointment to the Board:) as of the Closing hereunder in the two seats currently vacant on the Board. The initial GGC Appointees shall be Xxxxxx Xxxxxxxxx, who shall be designated a Class I director of the Company, and Xxxxx Xxxxxxxxxxxx, who shall be designated a Class III director of the Company. (aii) At each election of directors in which The Company will permit the holders of shares of Series A/B/D Preferred Stock are entitled to elect the Series A/B/D Preferred Director, one (1) individual designated by the holders of at least a majority of the shares outstanding Series B Preferred Stock to elect such directors to serve on the Board as is provided in the Certificate of Series A/B/D Preferred StockDetermination. Without limiting the rights and remedies of such holders, voting together and notwithstanding the provisions of the Certificate of Determination to the contrary, in the event such directors are not so elected then, subject to Sections 4A(iv), in connection with each meeting of shareholders at which directors in the same class year as a separate class GGC Appointee are to be elected to serve on the Board, the Company shall take all necessary steps to nominate the GGC Appointee then up for election (or such alternative persons who are proposed by Investor and notified to the Company on an as-converted basisor prior to any date set forth in the Company’s constituent documents or applicable law for Board nominees) and to use its reasonable best efforts to cause the Board to unanimously recommend that the shareholders of the Company vote in favor of such GGC Appointee for election to the Board. If, which individual shall initially be Xxxxxx Xxxxxxx; (b) At each election of directors in which the holders of shares of Series C Preferred Stockfor any reason, voting together a candidate designated as a separate class, are entitled GGC Appointee is determined to elect be unqualified to serve on the Series C Preferred Director, one (1) individual designated by the holders of at least Board because such appointment would constitute a majority of the shares of Series C Preferred Stock, voting together as a separate class, which individual shall initially be Xxxxx Xxxxx; (c) At each election of directors in which the holders of shares of Common Stock are entitled to elect three (3) members breach of the Board’s fiduciary duties or applicable law, three (3Investor shall have the right to designate an alternative GGC Appointee to be so appointed and the provisions of this Section 4A(ii) individuals as follows:shall apply, mutatis mutandis, to such alternative GGC Appointee. (iiii) Each of Xxxxx Xxxxxxxxxxxx and Xxxxxx Xxxxxx (each, an “Active Founder” and, collectively, the “Active Founders”) for so long appointed or elected GGC Appointee will hold his or her office as he: (i) remains a full-time employee director of the Company for such term as is provided in the Company’s constituent documents or until his or her death, resignation or removal from the Board or until his or her successor has been duly elected and (ii) holds, together qualified in accordance with any Key Holder Trust (as defined in that certain Sixth Amended and Restated Right the provisions of First Refusal and Co-Sale this Agreement, dated as of the date hereof, by Company’s constituent documents and among the Company and the other parties thereto) established by such Active Founder (each such Key Holder Trust, an “AF Trust”), at least 20% of the Shares held collectively by such Active Founder and his AF Trust(s), if any, as of the date hereof (the “Threshold Shares”), except that if applicable law. If any Active Founder declines, is unable to serve, is no longer a full-time employee of the Company or, together with such Active Founder’s AF Trust, if any, no longer holds the Threshold Shares, such Active Founder’s successor shall be designated by the holders of at least a majority of the shares of Common Stock, voting together as a separate class; provided that if any Active Founder serving as a director pursuant to this section GGC Appointee ceases to serve as a full-time employee director of the Company and/orfor any reason during his or her term, the vacancy created thereby shall be filled, and the Company will use its reasonable best efforts to cause the Board to fill such vacancy, with a replacement designated by Investor. (iv) Investor shall have the right to designate two GGC Appointees pursuant to this Section 4A until such time as the number of shares of Underlying Stock then held by Investor, together with such Active Founder’s AF Trust(s)its Affiliates, if any, no longer holds the Threshold Shares, each is less than 66.67% of the Stockholders aggregate number of shares of Underlying Stock held by Investor, together with its Affiliates, immediately following the Closing. Investor shall promptly vote their respective Shares have the right to remove such Active Founder from the Board following designate one GGC Appointee pursuant to this Section 4A until such time as such Active Founder is no longer a full-time employee the number of the Company and/or no longer holdsshares of Underlying Stock then held by Investor, together with such Active Founder’s AF Trust(s)its Affiliates, if any, the Threshold Shares if such Active Founder has not resigned as a member is less than 33.33% of the Board; (ii) One individual designated by the holders aggregate number of at least a majority of the shares of Common Underlying Stock (other than shares of Common Stock issued or issuable upon conversion of Preferred Stock), voting together as a separate class, that is reasonably acceptable to at least one of the Active Founders, which individual shall initially be Xxxxx Xxxxxx; provided that if any Active Founder cease to serve as a full-time employee of the Company and/or no longer holdsheld by Investor, together with such Active Founder’s AF Trustits Affiliates, immediately following the Closing. Thereafter, the Threshold Shares, right of Investor to designate any GGC Appointees hereunder shall terminate and Investor shall use commercially reasonable efforts to cause any GGC Appointees then serving as directors to resign if requested by the director designated Company in writing to do so. In the event that Investor shall have the right to designate only one GGC Appointee in accordance with this Section 1.2(d)(ii4A(iv), Investor shall have the right to designate which of the two GGC Appointees shall remain as the single GGC Appointee. (v) need not The Company shall provide the same reimbursement of expenses incurred by each GGC Appointee, and the same rights and benefits of indemnity to each GGC Appointee, as are provided to other non-employee directors on the Board; provided that the GGC Appointees shall be acceptable provided any retainers, including meeting fees, or other cash compensation or equity compensation for their service on the Board or any committee thereof. The Company acknowledges that certain directors (including the GGC Appointees) may have certain rights to indemnification, advancement of expenses and/or insurance provided by other sources with respect to such Active Founder; (d) At each election of directors in which the holders of shares of Common Stock and Preferred Stock, voting together as a single class, are entitled to elect a member of the Board, one (1) individual who shall be mutually acceptable to (i) the Active Founders who are then serving as full-time employees of directors’ association with the Company and its subsidiaries (ii) “Other Indemnitors”). Notwithstanding the individuals designated as Board members pursuant existence of any Other Indemnitor with respect to Sections 1.2(aany director, the Company shall be the indemnitor of first resort (i.e., the Company’s obligations for indemnification and expense advancement to a director are primary and any obligations of any Other Indemnitor to advance expenses or to provide indemnification for the same expenses or liabilities incurred by a director are secondary), 1.2(b) with respect to any such directors’ association with the Company and 1.2(c) aboveits subsidiaries. The Company further agrees that no advancement or payment by the Other Indemnitors on behalf of any director with respect to any claim for which such director has sought indemnification from the Company shall affect the foregoing, and which individual such Other Indemnitors shall initially have a right of contribution and/or be Xxxxxxx Xxxxxxx; provided that, in subrogated to the event that Xxxxxxx Xxxxxxx resigns extent of any such advancement or is removed from payment to all of the Board for any reason, his replacement rights of recovery of such director against the Company. The Other Indemnitors shall be mutually acceptable to the (i) Active Founders who are then serving as full-time employees express third party beneficiaries of the Company, terms of this Section 4A(v). (iivi) individuals designated as Board members pursuant to Sections 1.2(a), 1.2(b) and 1.2(c) above and (iii) holders For the avoidance of at least a majority of the shares of Series E Preferred Stock, voting together as a separate class. To the extent that any of clauses (a) through (d) above shall not be applicabledoubt, any member members of the Board who would otherwise have been designated in accordance with the terms thereof shall instead be voted upon by all the stockholders elected pursuant to Section 5(a) of the Company entitled to vote thereon in accordance with, and pursuant to, the Restated Charter. For purposes Certificate of this Agreement, an individual, firm, corporation, partnership, association, limited liability company, trust or any other entity (collectively, a “Person”) Determination shall be deemed an “Affiliate” of another Person whoto satisfy in whole or in part, directly or indirectlyas applicable, controls, is controlled by or is Investor’s right to designate the GGC Appointee(s) under common control with such Person, including, without limitation, any general partner, managing member, officer or director of such Person or any venture capital fund now or hereafter existing that is controlled by one or more general partners or managing members of, or shares the same management company with, such Person.this Section 4A.

Board Composition. (a) There shall never be less than one nor more than five (5) Directors on the Board and such number shall be determined from time to time by the Board. A Director need not be a stockholder of the Company or a resident of the State of Nevada. Subject to Section 2.1(b), the Directors will be elected by the Stockholders of the Company. (b) Each Stockholder agrees to vote, or cause to be voted, shall vote all Shares owned by of such Stockholder, or ’s Stock and any other voting securities of the Company over which such Stockholder has voting controlcontrol and shall take all other reasonably necessary or desirable actions within such Stockholder’s control (whether in such holder’s capacity as a stockholder, from time to time and at all timesmanager, in whatever manner as shall be necessary to ensure that at each annual or special meeting member of stockholders at which an election of directors is held or pursuant to any written consent a Board committee, officer of the stockholdersCompany or otherwise, and including, without limitation, attendance at meetings in person or by proxy for purposes of obtaining a quorum and execution of written consents in lieu of meetings), and the following persons Company shall be elected to the Board: take all reasonably necessary or desirable actions within its control (a) At each election of directors in which the holders of shares of Series A/B/D Preferred Stock are entitled including, without limitation, calling special Board and Stockholder meetings), to elect the Series A/B/D Preferred Director, one (1) individual designated by the holders of at least a majority of the shares of Series A/B/D Preferred Stock, voting together as a separate class and on an as-converted basis, which individual shall initially be Xxxxxx Xxxxxxx; (b) At each election of directors in which the holders of shares of Series C Preferred Stock, voting together as a separate class, are entitled to elect the Series C Preferred Director, one (1) individual designated by the holders of at least a majority of the shares of Series C Preferred Stock, voting together as a separate class, which individual shall initially be Xxxxx Xxxxx; (c) At each election of directors in which the holders of shares of Common Stock are entitled to elect three (3) members of the Board, three (3) individuals such Directors as follows: (i) Each of Xxxxx Xxxxxxxxxxxx and Xxxxxx Xxxxxx (eachGRDG Sciences, an “Active Founder” andLLC shall be entitled to nominate one Director, collectively, the “Active Founders”) for so long as he: (i) remains it shall remain a full-time employee Stockholder of the Company and each Director so elected will hold office until his or her successor has been duly elected and qualified or until his or her earlier resignation or removal. (ii) holdsImpact BioMedical, together with any Key Holder Trust (Inc. shall be entitled to nominate the remaining Directors, so long as defined in that certain Sixth Amended and Restated Right it shall remain a Stockholder of First Refusal and Co-Sale Agreement, dated as of the date hereof, by and among the Company and each Director so elected will hold office until his or her successor has been duly elected and qualified or until his or her earlier resignation or removal. In addition, Impact BioMedical, Inc. shall, so long as it shall remain a Stockholder of the other parties thereto) established by such Active Founder (each such Key Holder TrustCompany, an “AF Trust”)be entitled to appoint the Company’s Chief Executive Officer, who may, at least 20% the discretion of the Shares held collectively by such Active Founder and his AF Trust(s)Impact BioMedical, if anyInc., as of the date hereof (the “Threshold Shares”), except that if any Active Founder declines, is unable to serve, is no longer a full-time employee of the Company or, together with such Active Founder’s AF Trust, if any, no longer holds the Threshold Shares, such Active Founder’s successor shall also be designated by the holders of at least a majority of the shares of Common Stock, voting together as a separate class; provided that if any Active Founder serving as a director pursuant to this section ceases nominated to serve as a full-time employee Director, in addition to the three other Directors Impact BioMedical, Inc. shall be entitled to appoint. (iii) The parties hereto hereby agree that the initial Directors of the Company and/orshall be Heng Fai Axxxxxx Xxxx, together with such Active Founder’s AF Trust(s), if any, no longer holds the Threshold Shares, each of the Stockholders shall promptly vote their respective Shares to remove such Active Founder from the Board following such time as such Active Founder is no longer a full-time employee of the Company and/or no longer holds, together with such Active Founder’s AF Trust(s), if any, the Threshold Shares if such Active Founder has not resigned as a member of the Board;Fxxxx X. Xxxxxxx and Dxxxx Xxxxxxxx. (iiiv) One individual designated by Impact BioMedical, Inc. shall appoint the holders of at least a majority of the shares of Common Stock (other than shares of Common Stock issued or issuable upon conversion of Preferred Stock), voting together as a separate class, that is reasonably acceptable to at least one of the Active Founders, which individual shall initially be Xxxxx Xxxxxx; provided that if any Active Founder cease to serve as a full-time employee of the Company and/or no longer holds, together with such Active Founder’s AF Trust, the Threshold Shares, then the director designated in accordance with this Section 1.2(d)(ii) need not be acceptable to such Active Founder; (d) At each election of directors in which the holders of shares of Common Stock and Preferred Stock, voting together as a single class, are entitled to elect a member of the Board, one (1) individual who shall be mutually acceptable to (i) the Active Founders who are then serving as full-time employees of the Company and (ii) the individuals designated as Board members pursuant to Sections 1.2(a), 1.2(b) and 1.2(c) above, and which individual shall initially be Xxxxxxx Xxxxxxx; provided that, in the event that Xxxxxxx Xxxxxxx resigns or is removed from the Board for any reason, his replacement director shall be mutually acceptable to the (i) Active Founders who are then serving as full-time employees Chairman of the Company, (ii) individuals designated as ’s Board members pursuant to Sections 1.2(a), 1.2(b) and 1.2(c) above and (iii) holders of at least a majority Directors. The initial Chairman of the shares Company’s Board of Series E Preferred StockDirectors shall be Heng Fai Axxxxxx Xxxx. (v) In the event of any tie in any vote of the Company’s Board of Directors, voting together as a separate class. To the extent that any of clauses (a) through (d) above shall not be applicable, any member Chairman of the Board who would otherwise have been designated in accordance with the terms thereof shall instead be voted upon by all the stockholders of the Company entitled to vote thereon in accordance with, and pursuant to, cast the Restated Charter. For purposes of this Agreement, an individual, firm, corporation, partnership, association, limited liability company, trust or any other entity (collectively, a “Person”) shall be deemed an “Affiliate” of another Person who, directly or indirectly, controls, is controlled by or is under common control with such Person, including, without limitation, any general partner, managing member, officer or director of such Person or any venture capital fund now or hereafter existing that is controlled by one or more general partners or managing members of, or shares the same management company with, such Persontie-breaking vote.

Board Composition. Each Stockholder Shareholder agrees to vote all of his, her or its Shares in the Company (whether now owned or hereafter acquired or which the Shareholder may be empowered to vote, or cause to be voted, all Shares owned by such Stockholder, or over which such Stockholder has voting control), from time to time and at all times, in whatever manner as shall be necessary to ensure that at each annual or special meeting of stockholders Shareholders at which an election of directors is held or pursuant to any written consent of the stockholdersShareholders, the following persons shall be elected to the Board: (a) At each election of directors in which the holders of shares of Majority Series A/B/D Preferred Stock are A Shareholders shall be entitled to nominate and elect the Series A/B/D Preferred Director, one (1) individual designated by the holders of at least a majority director of the shares Board of the Company (the “Series A/B/D Preferred StockA Director”), voting together being Xxx Xxxxx as a separate class and on an as-converted basis, which individual shall initially be Xxxxxx Xxxxxxxof the date hereof; (b) At each election of directors in which the holders of shares of Majority Series C Preferred Stock, voting together as a separate class, are B Shareholders shall be entitled to nominate and elect the Series C Preferred Director, one (1) individual designated by the holders of at least a majority director of the shares Board of the Company (the “Series C Preferred StockB Director”), voting together being XXXXX, XXXXX ZIPING as a separate class, which individual shall initially be Xxxxx Xxxxxof the date hereof; (c) At each election of directors in which the holders of shares of Common Stock are CBC shall be entitled to nominate and elect three one (31) members director of the Board, three Board of the Company (3) individuals as follows: (i) Each of Xxxxx Xxxxxxxxxxxx and Xxxxxx Xxxxxx (each, an “Active Founder” and, collectively, the “Active FoundersSeries C Director”) for ), so long as he: CBC remains to be the largest holder of Series C Preferred Shares, being XXX XXX as of the date hereof; (id) remains a full-time employee the Relative Majority Series D Shareholder shall be entitled to nominate and elect one (1) director of the Board of the Company and (ii) holdsthe “Series D Director”), together with any Key Holder Trust (as defined in that certain Sixth Amended and Restated Right of First Refusal and Co-Sale Agreement, dated being Xxxxxxxxx Xxx as of the date hereof, who is nominated and elected by Harvest; provided, however, that in case there are two or more Series D Shareholders whose shareholding percentage of Series D Preferred Shares be equivalent with each other and among the Company and all exceed any of the other parties thereto) established by such Active Founder single Series D Shareholders (the “Series D Paralleling Relative Majority Holders”, each such Key Holder Trust, an a “AF TrustSeries D Paralleling Relative Majority Holder”), at least 20% then upon written request of any of such Series D Paralleling Relative Majority Holders, a Shareholders’ meeting shall be convened, or a unanimous written resolution shall be adopted by all Shareholders without convening a meeting, in which the nominee of a Series D Paralleling Relative Majority Holder who has obtained the supporting votes from the Series D Shareholders of the majority of the Series D Preferred Shares held collectively by such Active Founder shall be the new Series D Director; (e) Alibaba shall be entitled to nominate and his AF Trust(select one (1) director of the Board of the Company (“Alibaba Director”), if any, being Zhaoyuan Zhu as of the date hereof (the “Threshold Shares”), except that if any Active Founder declines, is unable to serve, is no longer a full-time employee of the Company or, together with such Active Founder’s AF Trust, if any, no longer holds the Threshold Shares, such Active Founder’s successor shall be designated by the holders of at least a majority of the shares of Common Stock, voting together as a separate class; provided that if any Active Founder serving as a director pursuant to this section ceases to serve as a full-time employee of the Company and/or, together with such Active Founder’s AF Trust(s), if any, no longer holds the Threshold Shares, each of the Stockholders shall promptly vote their respective Shares to remove such Active Founder from the Board following such time as such Active Founder is no longer a full-time employee of the Company and/or no longer holds, together with such Active Founder’s AF Trust(s), if any, the Threshold Shares if such Active Founder has not resigned as a member of the Boardhereof; (iif) One individual designated by the holders of at least a majority of the shares of Common Stock (other than shares of Common Stock issued or issuable upon conversion of Preferred Stock), voting together as a separate class, that is reasonably acceptable to at least one of the Active Founders, which individual YF shall initially be Xxxxx Xxxxxx; provided that if any Active Founder cease to serve as a full-time employee of the Company and/or no longer holds, together with such Active Founder’s AF Trust, the Threshold Shares, then the director designated in accordance with this Section 1.2(d)(ii) need not be acceptable to such Active Founder; (d) At each election of directors in which the holders of shares of Common Stock and Preferred Stock, voting together as a single class, are entitled to nominate and elect a member of the Board, one (1) individual who director of the Board of the Company (“YF Director”, together with Alibaba Director, the “Series E Directors” and each a “Series E Director”), being Xxxxx Xxx as of the date hereof; (g) BOCOM International shall be mutually acceptable entitled to nominate and elect one (1) director of the Board of the Company (the “Series F Director”), being Wu Li as of the date hereof; (h) the Investor shall be entitled to nominate and elect one (1) director of the Board of the Company (the “Series F-1 Director”, together with the Series A Director, the Series B Director, the Series C Director, the Series D Director, the Series E Directors and the Series F Director, the “Preferred Directors” and each a “Preferred Director”), initially to be Qiuran Jia ; (i) the Active Founders who are then serving as full-time employees Majority Ordinary Holders shall be entitled to nominate and elect up to eight (8) directors of the Board of the Company (the “Ordinary Share Directors”), including Xxxxxx Xx (许式伟), Guihua Lv (呂桂华), Jianghua Du (杜江华) and Xxxxx Xx (ii纪强) as of the date hereof; and (j) the individuals designated as Board members pursuant to Sections 1.2(a), 1.2(b) and 1.2(c) above, and which individual shall initially be Xxxxxxx Xxxxxxx; provided that, in the event that Xxxxxxx Xxxxxxx resigns or is removed from the Board for any reason, his replacement director shall be mutually acceptable to the (i) Active Founders who are then serving as full-time employees of the Company, (ii) individuals designated as Board members pursuant to Sections 1.2(a), 1.2(b) and 1.2(c) above and (iii) holders of at least a majority of the shares of Series E Preferred Stock, voting together as a separate class. To the extent that any of clauses (a) through (d) above shall not be applicable, any member chairman of the Board who would otherwise have been designated in accordance with the terms thereof shall instead be voted upon by all the stockholders is Xxxxxx Xx (许式伟) as of the Company entitled to vote thereon in accordance with, and pursuant to, the Restated Charter. For purposes of this Agreement, an individual, firm, corporation, partnership, association, limited liability company, trust or any other entity (collectively, a “Person”) shall be deemed an “Affiliate” of another Person who, directly or indirectly, controls, is controlled by or is under common control with such Person, including, without limitation, any general partner, managing member, officer or director of such Person or any venture capital fund now or hereafter existing that is controlled by one or more general partners or managing members of, or shares the same management company with, such Persondate hereof.

Board Composition. Each Stockholder 7.2.1. Immediately upon expiration or early termination of the waiting period under the HSR Act applicable to the transactions contemplated hereby, Purchaser shall be entitled to designate two (2) directors to serve on the Board of Directors of the Company. The Company shall, as soon as practicable after such time, take all action necessary to cause such individuals to be appointed to the Board and to have at least one such individual on each committee of the Board, including either increasing the size of the Board or securing the resignations of incumbent directors or both. 7.2.2. In connection with the Stockholders Meeting, the Company shall (i) set the size of its Board at five directors and (ii) nominate for election at the Stockholders Meeting a slate of director candidates reasonably acceptable to Purchaser, which shall include three candidates designated by Purchaser ("Purchaser Designees"), the existing Chief Executive 34 Officer (the "Management Designee") and one candidate selected by the Purchaser and the Company who shall not be an Affiliate or employee of either the Purchaser or the Company and shall otherwise constitute an "independent director" under the rules of the The Nasdaq Stock Market (the "Outside Designee"), and the Company shall, at such time, promptly take all action necessary to cause the Purchaser Designees, the Management Designee and the Outside Designee to be so elected, including either increasing the size of the Board or securing the resignations of incumbent directors or both. To the extent that Purchaser is otherwise permitted to vote in the election of directors at the Stockholders Meeting, Purchaser agrees to votevote any shares of the Series A Preferred Stock or Common Stock it owns in favor of the election of the Outside Designee and the Management Designee at the Stockholders Meeting. To the extent that the Purchaser Designees and the Management Designee are elected as directors, or the Company will use its reasonable best efforts to cause the number of Purchaser Designees and Management Designee, respectively, to constitute the same percentage as they represent on the Board of each committee of the Board. Nothing in this Section 7.2.2 shall be voteddeemed to constitute an admission that any of the Purchaser Designees are not "independent directors" for purposes of the rules of The Nasdaq Stock Market. In connection with the Stockholders Meeting, Purchaser agrees to vote all Shares shares of the Series A Preferred Stock and Common Stock owned by it in favor of the Purchaser Acquisitions. 7.2.3. If the Company terminates the Second Issuance Agreements pursuant to Section 9.1.4, then to the extent that three Purchaser Designees have been elected to the Company's Board of Directors at the Stockholders Meeting, then Purchaser agrees to cause such Stockholdernumber of Purchaser Designees to resign from the Company's Board of Directors so as to reflect a reallocation of board seats (based on a five-person Board of Directors) proportionate to Purchaser's economic interest in the Company, or over which rounded down to the nearest whole number of directors; provided however, that in no event shall Purchaser have fewer than two Purchaser Designees on the Company's Board of the Directors following such Stockholder has voting control, from time to time and at all times, in whatever manner as shall be necessary to ensure that at reallocation. 7.2.4. At each annual or special other meeting of stockholders after the Stockholders Meeting at which an the election of directors is held or pursuant to any written consent of the stockholdersconsidered, the following persons shall be elected to the Board: (a) At each election of directors in which the holders of shares of Series A/B/D Preferred Stock are entitled to elect the Series A/B/D Preferred Director, one (1) individual designated by the holders of at least a majority of the shares of Series A/B/D Preferred Stock, voting together as a separate class and on an as-converted basis, which individual shall initially be Xxxxxx Xxxxxxx; (b) At each election of directors in which the holders of shares of Series C Preferred Stock, voting together as a separate class, are entitled to elect the Series C Preferred Director, one (1) individual designated by the holders of at least a majority of the shares of Series C Preferred Stock, voting together as a separate class, which individual shall initially be Xxxxx Xxxxx; (c) At each election of directors in which the holders of shares of Common Stock are entitled to elect three (3) members of the Board, three (3) individuals as follows: (i) Each of Xxxxx Xxxxxxxxxxxx and Xxxxxx Xxxxxx (each, an “Active Founder” and, collectively, the “Active Founders”) for so long as he: (i) remains a fullPurchaser owns not less than one-time employee half of the Company and (ii) holds, together with any Key Holder Trust (as defined in that certain Sixth Amended and Restated Right of First Refusal and Co-Sale Agreement, dated as of the date hereof, by and among the Company and the other parties thereto) established by such Active Founder (each such Key Holder Trust, an “AF Trust”), at least 20% of the Shares held collectively by such Active Founder and his AF Trust(s), if any, as of the date hereof (the “Threshold Shares”), except that if any Active Founder declines, is unable to serve, is no longer a full-time employee of the Company or, together with such Active Founder’s AF Trust, if any, no longer holds the Threshold Shares, such Active Founder’s successor shall be designated by the holders of at least a majority of the shares of Common Stock, voting together as a separate class; provided that if any Active Founder serving as a director pursuant to this section ceases to serve as a full-time employee of the Company and/or, together with such Active Founder’s AF Trust(s), if any, no longer holds the Threshold Shares, each of the Stockholders shall promptly vote their respective Shares to remove such Active Founder from the Board following such time as such Active Founder is no longer a full-time employee of the Company and/or no longer holds, together with such Active Founder’s AF Trust(s), if any, the Threshold Shares if such Active Founder has not resigned as a member of the Board; (ii) One individual designated by the holders of at least a majority of the aggregate shares of Common Stock (other than shares of Common Stock issued or including those issuable upon conversion of the Series A Preferred Stock), voting together as a separate class, that is reasonably acceptable to at least one of ) purchased in the Active Founders, which individual shall initially be Xxxxx Xxxxxx; provided that if any Active Founder cease to serve as a full-time employee of Offer and in the Company and/or no longer holds, together with such Active Founder’s AF TrustFirst Closing, the Threshold Shares, then the director designated in accordance with this Section 1.2(d)(ii) need not be acceptable to such Active Founder; (d) At each election Board of directors in which the holders of shares of Common Stock and Preferred Stock, voting together as a single class, are entitled to elect a member of the Board, one (1) individual who shall be mutually acceptable to (i) the Active Founders who are then serving as full-time employees of the Company and (ii) the individuals designated as Board members pursuant to Sections 1.2(a), 1.2(b) and 1.2(c) above, and which individual shall initially be Xxxxxxx Xxxxxxx; provided that, in the event that Xxxxxxx Xxxxxxx resigns or is removed from the Board for any reason, his replacement director shall be mutually acceptable to the (i) Active Founders who are then serving as full-time employees Directors of the Company, (ii) individuals designated as Board members pursuant subject to Sections 1.2(a)its fiduciary duties, 1.2(b) and 1.2(c) above and (iii) holders of shall continue to nominate at least a majority two representatives of Purchaser for election to the Board. Purchaser agrees that, so long as the current Management Designee is the Chief Executive Officer, Purchaser will vote its shares of Series E Preferred Stock, voting together as a separate class. To the extent that any of clauses (a) through (d) above shall not be applicable, any member of the Board who would otherwise have been designated in accordance with the terms thereof shall instead be voted upon by all the stockholders of the Company entitled to vote thereon in accordance with, and pursuant to, the Restated Charter. For purposes of this Agreement, an individual, firm, corporation, partnership, association, limited liability company, trust or any other entity (collectively, a “Person”) shall be deemed an “Affiliate” of another Person who, directly or indirectly, controls, is controlled by or is under common control with such Person, including, without limitation, any general partner, managing member, officer or director favor of such Person person's election at each annual or any venture capital fund now or hereafter existing that other meeting after the Stockholders Meeting at which the election of directors is controlled by one or more general partners or managing members of, or shares the same management company with, such Personconsidered.

Board Composition. Each Stockholder agrees to vote, or cause to be voted, all Shares owned by such Stockholder, or over which such Stockholder has voting control, from time to time and at all times, in whatever manner as shall be necessary to ensure that at each annual or special meeting of stockholders at which an election of directors is held or pursuant to any written consent of the stockholders, the following persons shall be elected to the Board: (a) At each election Subject to the provisions of directors Sections 6.02(b) and 6.02(d): (i) So long as the Purchasers and their respective Affiliates beneficially own (determined in accordance with Rule 13d-3 under the Exchange Act) Series B-1 Preferred Shares, Series B-2 Preferred Shares and/or Conversion Shares which the holders of shares of Series A/B/D Preferred Stock are entitled to elect the Series A/B/D Preferred Director, one (1) individual designated by the holders of at least a majority represent 50% or more of the shares of Series A/B/D Preferred Stock, voting together as a separate class and Company Common Stock purchased hereunder on the Closing Date (determined on an as-converted basisbasis assuming conversion of all Series B-2 Preferred Shares into Series B-1 Preferred Shares upon Company Shareholder Approval and conversion of all Series B-1 Preferred Shares (including those which are Conversion Shares) into Company Common Stock), which individual the Purchaser Representative shall initially be Xxxxxx Xxxxxxx;have the right to nominate for election on behalf of the Purchasers and such Affiliates three directors to serve on the Company's Board of Directors. (bii) At each election of directors So long as the Purchasers and their respective Affiliates beneficially own (determined in accordance with Rule 13d-3 under the Exchange Act) Series B-1 Preferred Shares, Series B-2 Preferred Shares and/or Conversion Shares which the holders of shares of Series C Preferred Stock, voting together as a separate class, are entitled to elect the Series C Preferred Director, one represent 25% or more (1but less 50%) individual designated by the holders of at least a majority of the shares of Company Common Stock purchased hereunder on the Closing Date (determined on an as-converted basis assuming conversion of all Series C B-2 Preferred Shares into Series B-1 Preferred Shares upon Company Shareholder Approval and conversion of all Series B-1 Preferred Shares (including those which are Conversion Shares) into Company Common Stock), voting together as a separate class, which individual the Purchaser Representative shall initially be Xxxxx Xxxxx;have the right to nominate for election on behalf of the Purchasers and such Affiliates two directors to serve on the Company's Board of Directors. (ciii) At each election of directors in which the holders of shares of Common Stock are entitled to elect three (3) members of the Board, three (3) individuals as follows: (i) Each of Xxxxx Xxxxxxxxxxxx and Xxxxxx Xxxxxx (each, an “Active Founder” and, collectively, the “Active Founders”) for so So long as he: the Purchasers and their respective Affiliates beneficially own (idetermined in accordance with Rule 13d-3 under the Exchange Act) remains a full-time employee of the Company and (ii) holds, together with any Key Holder Trust (as defined in that certain Sixth Amended and Restated Right of First Refusal and Co-Sale Agreement, dated as of the date hereof, by and among the Company and the other parties thereto) established by such Active Founder (each such Key Holder Trust, an “AF Trust”), at least 20% of the Shares held collectively by such Active Founder and his AF Trust(s), if any, as of the date hereof (the “Threshold Shares”), except that if any Active Founder declines, is unable to serve, is no longer a full-time employee of the Company or, together with such Active Founder’s AF Trust, if any, no longer holds the Threshold Series B-1 Preferred Shares, Series B-2 Preferred Shares and/or Conversion Shares and such Active Founder’s successor shall be designated by the holders of at least a majority shares represent less than 25% (but more than 5%) of the shares of Company Common Stock purchased hereunder on the Closing Date (determined on an as-converted basis assuming conversion of all Series B-2 Preferred Shares into Series B-1 Preferred Shares upon Company Shareholder Approval and conversion of all Series B-1 Preferred Shares (including those which are Conversion Shares) into Company Common Stock), voting together as a separate class; provided that if any Active Founder serving as a the Purchaser Representative shall have the right to nominate for election on behalf of the Purchasers and such Affiliates one director pursuant to this section ceases to serve on the Company's Board of Directors. (iv) So long as a full-time employee of the Company and/or, together with such Active Founder’s AF Trust(s), if any, no longer holds the Threshold Shares, each of the Stockholders shall promptly vote Purchasers and their respective Shares to remove such Active Founder from Affiliates beneficially own (determined in accordance with Rule 13d-3 under the Board following such time as such Active Founder is no longer a full-time employee of the Company and/or no longer holds, together with such Active Founder’s AF Trust(s), if any, the Threshold Shares if such Active Founder has not resigned as a member of the Board; (iiExchange Act) One individual designated by the holders of at least a majority 5% of the shares of Company Common Stock purchased hereunder (other than shares of Common Stock issued or issuable upon determined on an as-converted basis assuming conversion of all Series B-2 Preferred Stock), voting together as a separate class, that is reasonably acceptable to at least one Shares into Series B-1 Preferred Shares upon Company Shareholder Approval and conversion of the Active Founders, all Series B-1 Preferred Shares (including those which individual shall initially be Xxxxx Xxxxxx; provided that if any Active Founder cease to serve as a full-time employee of the are Conversion Shares) into Company and/or no longer holds, together with such Active Founder’s AF Trust, the Threshold Shares, then the director designated in accordance with this Section 1.2(d)(ii) need not be acceptable to such Active Founder; (d) At each election of directors in which the holders of shares of Common Stock and Preferred Stock, voting together as a single class, are entitled in addition to elect a member of the Board, one (1) individual who shall be mutually acceptable right to nominate for election directors under clause (i) the Active Founders who are then serving as full-time employees of the Company and (ii) the individuals designated as Board members pursuant to Sections 1.2(a), 1.2(b) and 1.2(c) above, and which individual shall initially be Xxxxxxx Xxxxxxx; provided that, in the event that Xxxxxxx Xxxxxxx resigns or is removed from the Board for any reason, his replacement director shall be mutually acceptable to the (i) Active Founders who are then serving as full-time employees of the Company, (ii) individuals designated as Board members pursuant to Sections 1.2(a), 1.2(b) and 1.2(c) above and or (iii) holders of at least a majority of above, as applicable (the shares of Series E Preferred Stockdirectors so nominated, voting together as a separate class. To the extent that any of clauses (a) through (d) above shall not be applicable, any member "WCAS Directors" and the other members of the Board who would otherwise have been designated in accordance with the terms thereof shall instead be voted upon by all the stockholders of Directors of the Company entitled to vote thereon in accordance with, and pursuant to(other than the Jointly-Selected Director (as hereinafter defined)), the Restated Charter. For purposes "Company Directors"), one of this Agreementthe members of the Board of Directors of the Company not nominated by the Purchaser Representative pursuant to clause (i), an individual(ii) or (iii) above, firmas applicable, corporation, partnership, association, limited liability company, trust or any other entity (collectively, a “Person”) shall be deemed an “Affiliate” of another Person whoa person mutually agreed upon by the Purchaser Representative and the Company Directors (the "Jointly-Selected Director" and together with the Company Directors, directly or indirectly, controls, is controlled by or is under common control with such Person, including, without limitation, any general partner, managing member, officer or director of such Person or any venture capital fund now or hereafter existing that is controlled by one or more general partners or managing members of, or shares the same management company with, such Person"Non-WCAS Directors").

Board Composition. Each Subject to Section 3, each Stockholder agrees to vote, or cause to be voted, all Shares owned by such Stockholder, or over which such Stockholder has voting control, from time to time and at all times, in whatever manner as shall be necessary to ensure that at each annual or special meeting of stockholders at which an election of directors is held or pursuant to any written consent of the stockholders, the following persons shall be elected to the Board: (a) At each election For so long as GMAR, the GMAR Successors (as defined below) and their respective Affiliates (as defined below) (the “GMAR Group”) continue to own beneficially at least ten percent (10%) of directors the Company GMAR Shares (as defined in which the Contribution Agreement), one person, being the “GMAR Designee”. The initial GMAR Designee shall be Xxxxxx X. Xxxxxx. The GMAR Designee may only be removed for Cause (as defined below). In the event that the GMAR Designee desires to resign from the Board of Directors, he or she shall name a successor, who shall become the new GMAR Designee, and the parties to this Agreement will take all corporate action necessary in order to appoint such successor to the Board of Directors. In the event of the death of the GMAR Designee prior to naming a successor, a new GMAR Designee shall be appointed by the vote of the holders of shares of Series A/B/D Preferred Stock are entitled to elect the Series A/B/D Preferred Director, one (1) individual designated by the holders of at least a majority of the shares of Series A/B/D Preferred Stock, voting together as a separate class and on an as-converted basis, which individual shall initially be Xxxxxx Xxxxxxx;Company GMAR Shares held by the GMAR Group (the “Requisite GMAR Holders”). (b) At each election of directors in which the holders of shares of Series C Preferred StockOne person designated from time to time by EXPL, voting together as a separate class, are entitled to elect the Series C Preferred Director, one (1) individual designated by the holders of at least a majority of the shares of Series C Preferred Stock, voting together as a separate class, which individual shall initially be Xxxxx Xxxxx; (c) At each election of directors in which the holders of shares of Common Stock are entitled to elect three (3) members of the Board, three (3) individuals as follows: (i) Each of Xxxxx Xxxxxxxxxxxx and Xxxxxx Xxxxxx (each, an “Active Founder” and, collectively, the “Active Founders”) for so long as he: (i) remains a full-time employee of the Company such Stockholder and (ii) holds, together with any Key Holder Trust (as defined in that certain Sixth Amended and Restated Right of First Refusal and Co-Sale Agreement, dated as of the date hereof, by and among the Company and the other parties thereto) established by such Active Founder (each such Key Holder Trust, an “AF Trust”), its Affiliates continue to own beneficially at least 20% of the Shares held collectively by such Active Founder and his AF Trust(s), if any, as of the date hereof (the “Threshold Shares”), except that if any Active Founder declines, is unable to serve, is no longer a full-time employee of the Company or, together with such Active Founder’s AF Trust, if any, no longer holds the Threshold Shares, such Active Founder’s successor shall be designated by the holders of at least a majority of the shares of Common Stock, voting together as a separate class; provided that if any Active Founder serving as a director pursuant to this section ceases to serve as a full-time employee of the Company and/or, together with such Active Founder’s AF Trust(s), if any, no longer holds the Threshold Shares, each of the Stockholders shall promptly vote their respective Shares to remove such Active Founder from the Board following such time as such Active Founder is no longer a full-time employee of the Company and/or no longer holds, together with such Active Founder’s AF Trust(s), if any, the Threshold Shares if such Active Founder has not resigned as a member of the Board; ten percent (ii10%) One individual designated by the holders of at least a majority of the shares of Common Stock (other than shares of Common Stock issued or issuable upon conversion of Preferred Stock), voting together as a separate class, that is reasonably acceptable acquired by EXPL pursuant to at least one the terms of the Active FoundersContribution Agreement, which individual designee shall initially be Xxxxx Xxxxxx; provided that if any Active Founder cease to serve as a full-time employee . (c) One individual not otherwise an Affiliate of the Company and/or no longer holds, together with such Active Founder’s AF Trust, the Threshold Shares, then the director designated in accordance with this Section 1.2(d)(ii) need not be acceptable to such Active Founder; (d) At each election or of directors in which the holders of shares of Common Stock and Preferred Stock, voting together as a single class, are entitled to elect a member of the Board, one (1) individual any Stockholder who shall be mutually acceptable to (i) the Active Founders who are then serving as full-time employees of the Company and (ii) the individuals designated as Board members pursuant to Sections 1.2(a), 1.2(b) and 1.2(c) above, and which individual shall initially be Xxxxxxx Xxxxxxx; provided that, in the event that Xxxxxxx Xxxxxxx resigns or is removed from the Board for any reason, his replacement director shall be mutually acceptable to the (i) Active Founders who are then serving as full-time employees other members of the Company, (ii) individuals designated as Board members pursuant to Sections 1.2(a), 1.2(b) and 1.2(c) above and (iii) holders of at least a majority of the shares of Series E Preferred Stock, voting together as a separate classBoard. To the extent that any either of clauses (a) through and (db) above shall not be applicable, any member of the Board who would otherwise have been designated in accordance with the terms thereof shall instead be voted upon by all the stockholders of the Company entitled to vote thereon in accordance with, and pursuant to, the Restated CharterCompany’s Certificate of Incorporation. For purposes of this Agreement, (i) an individual, firm, corporation, partnership, association, limited liability company, trust or any other entity (collectively, a “Person”) shall be deemed an “Affiliate” of another Person who, directly or indirectly, controls, is controlled by or is under common control with such Person, including, without limitation, any general partner, managing member, officer officer, director or director trustee of such Person Person, or any venture capital fund or registered investment company now or hereafter existing that is controlled by one or more general partners or partners, managing members or investment advisers of, or shares the same management company or investment adviser with, such Person; and (ii) the “GMAR Successors” means, collectively, (A) any member of GMAR (other than Mariowin Ltd., which has been dissolved and whose successors cannot be reached or identified) or (B) the general partner, the members of the general partner and/or any limited partner of North Hanover Holdings, LP, a Delaware limited partnership and the majority member of GMAR.

Board Composition. Each Stockholder agrees to vote(a) Concurrently with the execution of this Agreement, or cause to be voted, all Shares owned by such Stockholder, or over which such Stockholder has voting control, from time to time and at all times, in whatever manner as the Investors shall be entitled to nominate three (3) members to the Board, who shall initially be [•], [•] and [•], and the Board shall take all necessary action to ensure cause the appointment of such individuals to the Board effective at the Closing. After the date hereof, (1) for so long as the Ownership Threshold is met the Investors shall be entitled to nominate three (3) members to the Board, (2) for so long as the Ownership Threshold is not met but the Investors’ Ownership Percentage exceeds 10% of the Diluted Common Shares, then the Investors shall be entitled to nominate the greater of (x) such number of individuals to the Board in relative proportion to the Ownership Percentage (rounded down) and (y) two (2) directors, and (3) for so long as the Investors’ Ownership Percentage is in the aggregate at least 5% but less than 10% of the Diluted Common Shares, then the Investors shall be entitled to nominate the greater of (x) such number of individuals to the Board in relative proportion to the Ownership Percentage (rounded down) and (y) one (1) director (each, an “Investor Designee,” and collectively, the “Investor Designees”). For so long as the Ownership Threshold is met, (i) one Investor Designee shall be unaffiliated with NMC and (ii) two Investor Designees (which, for the avoidance of doubt, can include the Investor Designee described in clause (i)) shall qualify as “independent” directors as defined in the listing standards of the Nasdaq Global Select Market (or other United States national securities exchange that the Common Stock is listed upon, if any) and applicable law. The Company shall, at each any annual or special meeting of stockholders shareholders of the Company at which an election of directors is held or pursuant are to any written consent be elected, subject to the fulfillment of the stockholdersrequirements set forth in Section 2.1(b), nominate the following persons shall Investor Designees for election to the Board and use all commercially reasonable efforts to cause the Investor Designees to be elected to as directors of the Board: (a) At each election of directors in which the holders of shares of Series A/B/D Preferred Stock are entitled to elect the Series A/B/D Preferred Director, one (1) individual designated by the holders of at least a majority of the shares of Series A/B/D Preferred Stock, voting together as a separate class and on an as-converted basis, which individual shall initially be Xxxxxx Xxxxxxx;. (b) At each election Any Investor Designee shall be reasonably acceptable to the Board’s Nominating and Corporate Governance Committee (the “Governance Committee”), it being understood that the individuals named in Section 2.1(a) are acceptable. The Company shall require that all directors comply in all respects with applicable law (including with respect to confidentiality) and the Company’s corporate governance guidelines, code of directors business conduct and ethics and confidentiality and trading policies and guidelines as in effect from time to time. The Investors shall notify the Company of any proposed Investor Designee in writing no later than the latest date on which shareholders of the holders of shares of Series C Preferred StockCompany may make nominations to the Board in accordance with the Bylaws, voting together as a separate class, are entitled with all information concerning such nominee required to elect be delivered to the Series C Preferred Director, one (1) individual designated Company by the holders of at least a majority Bylaws and such other information reasonably requested by the Company; provided, that in each such case, all such information is generally required to be delivered to the Company by the other outside directors of the shares of Series C Preferred StockCompany (the “Nominee Disclosure Information”); provided, voting together further, that in the event the Investors fail to provide any such notice, the Investor Designee shall be the person then serving as a separate class, which individual shall initially be Xxxxx Xxxxx;the Investor Designee as long as the Investors provide the Nominee Disclosure Information to the Company promptly upon request by the Company. (c) At each election of directors in which In the holders of shares of Common Stock are entitled to elect three (3) members event of the Boarddeath, three (3) individuals as follows: (i) Each disability, resignation or removal of Xxxxx Xxxxxxxxxxxx and Xxxxxx Xxxxxx (each, an “Active Founder” and, collectivelyInvestor Designee, the “Active Founders”) for so long as he: (i) remains Board will promptly elect to the Board a full-time employee of the Company and (ii) holds, together with any Key Holder Trust (as defined in that certain Sixth Amended and Restated Right of First Refusal and Co-Sale Agreement, dated as of the date hereof, by and among the Company and the other parties thereto) established by such Active Founder (each such Key Holder Trust, an “AF Trust”), at least 20% of the Shares held collectively by such Active Founder and his AF Trust(s), if any, as of the date hereof (the “Threshold Shares”), except that if any Active Founder declines, is unable to serve, is no longer a full-time employee of the Company or, together with such Active Founder’s AF Trust, if any, no longer holds the Threshold Shares, such Active Founder’s successor shall be replacement director designated by the holders of at least a majority Investors, subject to the fulfillment of the shares of Common Stock, voting together as a separate class; provided that if any Active Founder serving as a director pursuant to this section ceases to serve as a full-time employee requirements set forth in the first sentence of the Company and/or, together with such Active Founder’s AF Trust(slast paragraph of Section 2.1(a) and Section 2.1(b), if anyto fill the resulting vacancy, no longer holds the Threshold Shares, each of the Stockholders shall promptly vote their respective Shares to remove and such Active Founder from the Board following such time as such Active Founder is no longer a full-time employee of the Company and/or no longer holds, together with such Active Founder’s AF Trust(s), if any, the Threshold Shares if such Active Founder has not resigned as a member of the Board; (ii) One individual designated by the holders of at least a majority of the shares of Common Stock (other than shares of Common Stock issued or issuable upon conversion of Preferred Stock), voting together as a separate class, that is reasonably acceptable to at least one of the Active Founders, which individual shall initially then be Xxxxx Xxxxxx; provided that if any Active Founder cease to serve as a full-time employee of the Company and/or no longer holds, together with such Active Founder’s AF Trust, the Threshold Shares, then the director designated in accordance with deemed an Investor Designee for all purposes under this Section 1.2(d)(ii) need not be acceptable to such Active Founder;Agreement. (d) At each election For so long as the Investors have rights under this Section 2.1, the Company will not amend or waive the provisions of directors in which the holders of shares of Common Stock and Preferred Stock, voting together as a single class, are entitled to elect a member Section 3 of the Board, one (1) individual who shall be mutually acceptable to (i) the Active Founders who are then serving as full-time employees of the Company and (ii) the individuals designated as Board members pursuant to Sections 1.2(a), 1.2(b) and 1.2(c) above, and which individual shall initially be Xxxxxxx Xxxxxxx; provided that, in the event that Xxxxxxx Xxxxxxx resigns or is removed from the Board for any reason, his replacement director shall be mutually acceptable to the (i) Active Founders who are then serving as full-time employees of the Company, (ii) individuals designated as Board members pursuant to Sections 1.2(a), 1.2(b) and 1.2(c) above and (iii) holders of at least a majority of the shares of Series E Preferred Stock, voting together as a separate class. To the extent that any of clauses (a) through (d) above shall not be applicable, any member of the Board who would otherwise have been designated in accordance with the terms thereof shall instead be voted upon by all the stockholders of the Company entitled to vote thereon in accordance with, and pursuant to, the Restated Charter. For purposes of this Agreement, an individual, firm, corporation, partnership, association, limited liability company, trust or any other entity (collectively, a “Person”) shall be deemed an “Affiliate” of another Person who, directly or indirectly, controls, is controlled by or is under common control with such Person, including, without limitation, any general partner, managing member, officer or director of such Person or any venture capital fund now or hereafter existing that is controlled by one or more general partners or managing members of, or shares the same management company with, such PersonTCP/AS XXX.

Board Composition. Each Stockholder The Board or designated committee thereof shall nominate or cause to be nominated individuals to serve as directors in accordance with the designations in this Section 4.2. In addition, each Holder agrees to vote, or cause to be voted, or execute one or more written consents representing, all Shares owned of record or beneficially by such StockholderHolder, or otherwise over which such Stockholder Holder has voting controlauthority, from time and take, or cause to time and at be taken, all timesother Necessary Action, in whatever manner as shall be necessary to ensure that at each annual or special meeting of stockholders at which an election of directors is held or pursuant to any written consent of the stockholders, in each case that includes as a matter to be acted upon by the stockholders the election of directors (including, without limitation, the filling of a vacancy existing on the Board), or following the designation of any individual to serve as the Non-Onex Designee in accordance with Section 4.5, the following persons shall be elected to the Board: (a) At each election For so long as the Onex Stockholders continue to own beneficially at least ten percent (10%) of directors in which the holders of shares of Series A/B/D Preferred Stock are entitled to elect the Series A/B/D Preferred Directorthen outstanding Shares, one (1) individual designated by the holders of at least a majority of Onex Stockholders (the shares of Series A/B/D Preferred Stock“Non-Independent Onex Designee”), voting together as a separate class and on who need not be an as-converted basisIndependent Director, which individual shall initially be Xxxxxx XxxxxxxXxx Xxxxxxxxx; (b) At each election For so long as the Onex Stockholders continue to own beneficially at least twenty percent (20%) of directors in the then outstanding Shares, one (1) additional individual designated by the Onex Stockholders (the “First Independent Onex Designee”), who shall be an Independent Director, which individual shall initially be Xxxxx Xxxxxxx; provided that to the holders extent Xxxx Xxxxxxxxxxx shall no longer be the CEO Director, the First Independent Onex Designee need not qualify as an Independent Director as defined herein; (c) For so long as the Onex Stockholders continue to own beneficially at least thirty percent (30%) of shares the then outstanding Shares, one (1) additional individual designated by the Onex Stockholders (the “Second Independent Onex Designee” and together with the First Independent Onex Designee, the “Onex Independent Designees”), who shall be an Independent Director, which individual shall initially be Xxxx Xxxxxxxxx; (d) For so long as the Onex Stockholders continue to own beneficially at least twenty percent (20%) of Series C Preferred Stock, voting together as a separate class, are entitled to elect the Series C Preferred Directorthen outstanding Shares, one (1) individual designated by the holders of at least a majority of Non-Onex Holders in accordance with Section 4.5 (the shares of Series C Preferred Stock“Non-Onex Designee”), voting together as a separate classwho shall be an Independent Director, which individual shall initially be Xxxxx Xxxxx;Xxxx Xxxxxxx; and (ce) At each election of directors in which The Company’s then serving Chief Executive Officer, who shall initially be Xxxx Xxxxxxxxxxx (the holders of shares of Common Stock are entitled “CEO Director”), provided that if for any reason the CEO Director shall cease to elect three (3) members serve as the Chief Executive Officer of the BoardCompany, three the Company shall seek to obtain the immediate resignation of the CEO Director as a director of the Company contemporaneously with such CEO Director’s termination of service to the Company as its Chief Executive Officer. In the event such resignation is not effective within ten (310) individuals as follows: days of such termination of service, the Company shall call a special meeting of stockholders or seek the written consents of stockholders, in each case to approve or consent to the removal of the CEO Director with or without cause. In connection with any such meeting or written consent, each of the Holders shall vote their respective Shares (i) Each of Xxxxx Xxxxxxxxxxxx and Xxxxxx Xxxxxx (each, an “Active Founder” and, collectively, to remove the “Active Founders”) for so long former Chief Executive Officer from the Board if such person has not previously resigned as he: (i) remains a full-time employee of the Company director and (ii) holds, together with any Key Holder Trust (to elect such person’s replacement as defined in that certain Sixth Amended and Restated Right of First Refusal and Co-Sale Agreement, dated as Chief Executive Officer of the date hereof, by and among Company as the new CEO Director. Any employment agreement between the Company and the other parties thereto) established by such Active Founder (each such Key Holder Trust, an “AF Trust”), at least 20% of the Shares held collectively by such Active Founder and his AF Trust(s), if any, as of the date hereof (the “Threshold Shares”), except that if any Active Founder declines, is unable to serve, is no longer a full-time employee Chief Executive Officer of the Company or, together with such Active Founder’s AF Trust, if any, no longer holds shall contain a requirement that the Threshold Shares, such Active Founder’s successor shall be designated by the holders of at least a majority Chief Executive Officer of the shares Company resign as the CEO Director contemporaneous with termination of Common Stockhis service as the Chief Executive Officer of the Company. Notwithstanding anything to the contrary in the foregoing, voting together an individual who formerly served as a separate class; provided that if any Active Founder serving the CEO Director and/or Chief Executive Office of the Company may be nominated, designated, and/or elected as a director pursuant to this section ceases to serve as a full-time employee of the Company and/or, together with such Active Founder’s AF Trust(s), if any, no longer holds the Threshold Shares, each of the Stockholders shall promptly vote their respective Shares to remove such Active Founder from the Board following such time as such Active Founder is no longer a full-time employee of the Company and/or no longer holds, together with such Active Founder’s AF Trust(s), if any, the Threshold Shares if such Active Founder has not resigned as a member of the Board; (ii) One individual designated by the holders of at least a majority of the shares of Common Stock (other than shares of Common Stock issued or issuable upon conversion of Preferred Stock), voting together as a separate class, that is reasonably acceptable to at least one of the Active Founders, which individual shall initially be Xxxxx Xxxxxx; provided that if any Active Founder cease to serve as a full-time employee of the Company and/or no longer holds, together with such Active Founder’s AF Trust, the Threshold Shares, then the director designated CEO Director) in accordance with this Section 1.2(d)(ii) need not be acceptable to such Active Founder; (d) At each election of directors in which the holders of shares of Common Stock and Preferred Stock, voting together as a single class, are entitled to elect a member of the Board, one (1) individual who shall be mutually acceptable to (i) the Active Founders who are then serving as full-time employees of the Company and (ii) the individuals designated as Board members pursuant to Sections 1.2(a), 1.2(b) and 1.2(c) above, and which individual shall initially be Xxxxxxx Xxxxxxx; provided that, in the event that Xxxxxxx Xxxxxxx resigns or is removed from the Board for any reason, his replacement director shall be mutually acceptable to the (i) Active Founders who are then serving as full-time employees of the Company, (ii) individuals designated as Board members pursuant to Sections 1.2(a), 1.2(b) and 1.2(c) above and (iii) holders of at least a majority of the shares of Series E Preferred Stock, voting together as a separate class4.2. To the extent that a Person or group ceases to have the right to designate a director pursuant to any of clauses (a) through (d) above shall not be applicableabove, any the member of the Board who would otherwise have been designated in accordance with the terms thereof shall instead be voted upon by all the stockholders of the Company entitled to vote thereon in accordance with, and pursuant to, the Restated Charter. For purposes Certificate of this Agreement, an individual, firm, corporation, partnership, association, limited liability company, trust or any other entity (collectively, a “Person”) shall be deemed an “Affiliate” of another Person who, directly or indirectly, controls, is controlled by or is under common control with such Person, including, without limitation, any general partner, managing member, officer or director of such Person or any venture capital fund now or hereafter existing that is controlled by one or more general partners or managing members of, or shares the same management company with, such PersonIncorporation.

Board Composition. Each Stockholder agrees (a) Shareholders holding 62.5% of the outstanding Insmed Common Stock and Insmed Preferred Stock (on an as converted to voteInsmed Common Stock basis assuming the Shareholder Approval) then held by all Shareholders (the “Designating Shareholders”), or cause shall have the right to be voted, all Shares owned by such Stockholder, or over which such Stockholder has voting control, from time nominate for election to time and the Board one (1) director (the “Designee”) at all times, in whatever manner as shall be necessary to ensure that at each the first annual or special meeting of stockholders shareholders of Insmed after the Effective Time at which an the Company Nominee (as defined in the Merger Agreement) or any director appointed to replace such Company Nominee is subject to election and at any subsequent annual or special meeting of directors shareholders of Insmed at which such Designee or any director appointed to replace such Designee is held subject to election, and Insmed shall, at any such annual or special meeting of shareholders of Insmed, subject to the fulfillment of the requirements set forth in Section 2.1(b), nominate the Designee for election to the Board and use commercially reasonable efforts to cause the Designee to be elected as a director of the Board. Notwithstanding the foregoing in this Section 2.1(a), the Designating Shareholders shall cease to have any right to nominate the Designee for election to the Board following the earliest of (i) the five (5) year anniversary Effective Time, (ii) the conversion of the Insmed Preferred Stock into Insmed Common Stock and (iii) such time that the Shareholders and their Affiliates (including any limited partners, members or other similar equity holders of the forgoing that receive Insmed Preferred Stock or Common Stock as a distribution pursuant to any written consent such holder’s limited partnership agreement, limited liability company agreement, operating agreement or similar governing document) collectively no longer hold at least 6,484,705 shares of Insmed Common Stock issued pursuant to the stockholdersMerger and at least 22,936,473 shares of Insmed Preferred Stock issued pursuant to the Merger (the “Minimum Share Amount”), provided that the following persons Minimum Share Amount shall be elected to appropriately adjusted for any stock dividends, splits, reverse splits, combinations recapitalizations and the Board: (a) At each election like occurring after the date of directors in which the holders of shares of Series A/B/D Preferred Stock are entitled to elect the Series A/B/D Preferred Director, one (1) individual designated by the holders of at least a majority of the shares of Series A/B/D Preferred Stock, voting together as a separate class and on an as-converted basis, which individual shall initially be Xxxxxx Xxxxxxx;this Agreement. (b) At each Any designee for election of directors in which the holders of shares of Series C Preferred Stock, voting together as a separate class, are entitled to elect the Series C Preferred Director, one (1) individual designated by the holders of at least a majority of the shares of Series C Preferred Stock, voting together as a separate class, which individual shall initially be Xxxxx Xxxxx; (c) At each election of directors in which the holders of shares of Common Stock are entitled to elect three (3) members of the Board, three (3) individuals as follows: (i) Each of Xxxxx Xxxxxxxxxxxx and Xxxxxx Xxxxxx (each, an “Active Founder” and, collectively, the “Active Founders”) for so long as he: (i) remains a full-time employee of the Company and (ii) holds, together with any Key Holder Trust (as defined in that certain Sixth Amended and Restated Right of First Refusal and Co-Sale Agreement, dated as of the date hereof, by and among the Company and the other parties thereto) established by such Active Founder (each such Key Holder Trust, an “AF Trust”), at least 20% of the Shares held collectively by such Active Founder and his AF Trust(s), if any, as of the date hereof (the “Threshold Shares”), except that if any Active Founder declines, is unable to serve, is no longer a full-time employee of the Company or, together with such Active Founder’s AF Trust, if any, no longer holds the Threshold Shares, such Active Founder’s successor shall be designated by the holders of at least a majority of the shares of Common Stock, voting together as a separate class; provided that if any Active Founder serving as a director pursuant to this section ceases to serve as a full-time employee of the Company and/or, together with such Active Founder’s AF Trust(s), if any, no longer holds the Threshold Shares, each of the Stockholders shall promptly vote their respective Shares to remove such Active Founder from the Board following such time as such Active Founder is no longer a full-time employee of the Company and/or no longer holds, together with such Active Founder’s AF Trust(s), if any, the Threshold Shares if such Active Founder has not resigned as a member of the Board; (ii) One individual designated by the holders of at least a majority of the shares of Common Stock (other than shares of Common Stock issued or issuable upon conversion of Preferred Stock), voting together as a separate class, that is reasonably acceptable to at least one of the Active Founders, which individual shall initially be Xxxxx Xxxxxx; provided that if any Active Founder cease to serve as a full-time employee of the Company and/or no longer holds, together with such Active Founder’s AF Trust, the Threshold Shares, then the director designated in accordance with this Section 1.2(d)(ii) need not be acceptable to such Active Founder; (d) At each election of directors in which the holders of shares of Common Stock and Preferred Stock, voting together as a single class, are entitled to elect a member of the Board, one (1) individual who 2 shall be mutually acceptable to (i) be reasonably acceptable to the Active Founders who are then serving as full-time employees of Board and the Company Board’s Corporate Governance Committee (the “Governance Committee”), it being agreed that Xxxxxx Xxxxxx, Xx. is so acceptable, and (ii) shall comply in all respects with Insmed’s corporate governance guidelines and Insmed’s code of business conduct and ethics as in effect from time to time. The Designating Shareholders shall notify Insmed of any proposed Designee in writing no later than the individuals designated as Board members pursuant latest date on which shareholders of Insmed may make nominations to Sections 1.2(a), 1.2(b) and 1.2(c) above, and which individual shall initially be Xxxxxxx Xxxxxxx; provided that, in the event that Xxxxxxx Xxxxxxx resigns or is removed from the Board for any reason, his replacement director shall be mutually acceptable to the (i) Active Founders who are then serving as full-time employees of the Company, (ii) individuals designated as Board members pursuant to Sections 1.2(a), 1.2(b) and 1.2(c) above and (iii) holders of at least a majority of the shares of Series E Preferred Stock, voting together as a separate class. To the extent that any of clauses (a) through (d) above shall not be applicable, any member of the Board who would otherwise have been designated in accordance with the terms thereof Bylaws, together with all information concerning such nominee required to be delivered to Insmed by the Bylaws then in effect and such other information reasonably requested by Insmed; provided that in each such case, all such information is generally required to be delivered to Insmed by the other outside directors of Insmed (the “Nominee Disclosure Information”); provided, further that in the event the Designating Shareholders fail to provide any such notice, the Designee shall instead be voted the Person then serving as the Designee as long as the Designating Shareholders provide the Nominee Disclosure Information to Insmed promptly upon request by all Insmed. (c) For so long as the stockholders Designated Shareholders shall have the right to nominate the Designee for election to the Board, Insmed shall invite a representative of the Company entitled Designated Shareholders to vote thereon attend all meetings of the Board in accordance witha nonvoting observer capacity and, in this respect, shall give such representative copies of all notices, minutes, consents and pursuant toother materials that it provides to its directors; provided, however, that such representative shall agree to hold in confidence and trust and to act in a fiduciary manner with respect to all information so provided; and, provided further, that Insmed reserves the Restated Charter. For purposes of this Agreement, an individual, firm, corporation, partnership, association, limited liability company, trust right to withhold any information and to exclude such representative from any meeting or any other entity (collectively, a “Person”) shall be deemed an “Affiliate” of another Person who, directly portion thereof if access to such information or indirectly, controls, is controlled by or is under common control with attendance at such Person, including, without limitation, any general partner, managing member, officer or director of such Person or any venture capital fund now or hereafter existing that is controlled by one or more general partners or managing members of, or shares meeting could adversely affect the same management company with, such Personattorney-client privilege between Insmed and its counsel.

Board Composition. Each Stockholder agrees To the extent 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 vote, or cause (i) to be votednominated one designee of the Required Holders to the Board of Directors of FFN (and every committee thereof, all Shares owned except as set forth in this Section 4.1(m)), which designee (A) so long as no Event of Default has occurred and is continuing, shall not be unreasonably disapproved by such StockholderFFN’s Nominating and Corporate Governance Committee or (B) upon the consummation of a Qualified Initial Public Offering, or over which such Stockholder has voting control, from time to time and at all times, in whatever manner as shall be necessary subject to ensure that at each annual or special meeting compliance with the applicable national securities exchange regulations and, so long as no Event of stockholders at which an election of directors Default has occurred and is held or pursuant to any written consent continuing, shall not be unreasonably disapproved by FFN’s Nominating and Corporate Governance Committee of the stockholdersBoard of Directors (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 Section 4.1(m)) as an observer (the “Board Observer”). To the extent the Board of Directors of FFN has more than ten members, the following persons Required Holders shall be elected to the Board: (a) At each election of directors in which the holders of shares of Series A/B/D Preferred Stock are entitled to elect the Series A/B/D Preferred Directorone 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) individual designated by the holders time per Fiscal Quarter. If a Board Designee has been designated, he or she will be entitled to receive copies of all materials distributed at least a majority all meetings of the shares Board of Series A/B/D Preferred StockDirectors of FFN. If the Board Observer has been designated, voting together 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 Section 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 director. Upon election of a Board Designee, FFN will execute a customary form of indemnification agreement in favor of such Board Designee in his or her capacity as a separate class director of FFN. At all times during the tenure of a Board Designee, FFN shall maintain a directors’ and on officers’ liability insurance policy with coverage in an as-converted basis, which individual amount not less than $10,000,000 from financially sound and reputable insurers. FFN shall initially be Xxxxxx Xxxxxxx; (b) At pay to each election of directors in which Board Designee the holders of shares of Series C Preferred Stock, voting together same compensation for his or her services as a separate class, are entitled to elect director of FFN as the Series C Preferred Director, one (1) individual designated by the holders of at least a majority of the shares of Series C Preferred Stock, voting together as a separate class, which individual shall initially be Xxxxx Xxxxx; (c) At each election of directors in which the holders of shares of Common Stock are entitled to elect three (3) members of the Board, three (3) individuals as follows: (i) Each of Xxxxx Xxxxxxxxxxxx and Xxxxxx Xxxxxx (each, an “Active Founder” and, collectively, the “Active Founders”) for so long as he: (i) remains a full-time employee of the Company and (ii) holds, together with any Key Holder Trust (as defined in that certain Sixth Amended and Restated Right of First Refusal and Co-Sale Agreement, dated as of the date hereof, by and among the Company and the other parties thereto) established by such Active Founder (each such Key Holder Trust, an “AF Trust”), at least 20% of the Shares held collectively by such Active Founder and his AF Trust(s)compensation, if any, as paid to non-employee directors of FFN. Notwithstanding any of the date hereof (the “Threshold Shares”), except that if any Active Founder declines, is unable to serve, is no longer a full-time employee of the Company or, together with such Active Founder’s AF Trust, if anyforegoing, no longer holds the Threshold Shares, such Active Founder’s successor Board Designee shall be designated by the holders of at least a majority of the shares of Common Stock, voting together as a separate class; provided that if any Active Founder serving as a director pursuant to this section ceases to serve as a full-time employee of the Company and/or, together with such Active Founder’s AF Trust(s), if any, no longer holds the Threshold Shares, each of the Stockholders shall promptly vote their respective Shares to remove such Active Founder from the Board following such time as such Active Founder is no longer a full-time employee of the Company and/or no longer holds, together with such Active Founder’s AF Trust(s), if any, the Threshold Shares if such Active Founder has not resigned as a member of the Board; (ii) One individual designated by the holders of at least a majority of the shares of Common Stock (other than shares of Common Stock issued or issuable upon conversion of Preferred Stock), voting together as a separate class, that is reasonably acceptable to at least one of the Active Founders, which individual shall initially be Xxxxx Xxxxxx; provided that if any Active Founder cease to serve as a full-time employee of the Company and/or no longer holds, together with such Active Founder’s AF Trust, the Threshold Shares, then the director designated in accordance with this Section 1.2(d)(ii) need not be acceptable to such Active Founder; (d) At each election of directors in which the holders of shares of Common Stock and Preferred Stock, voting together as a single class, are entitled to elect a member of the Boardrepresentation on FFN’s Audit Committee, one (1) individual who shall be mutually acceptable to (i) the Active Founders who are then serving as full-time employees of the Company Nominating and (ii) the individuals designated as Board members pursuant to Sections 1.2(a), 1.2(b) Corporate Governance Committee and 1.2(c) above, and which individual shall initially be Xxxxxxx Xxxxxxx; provided that, in the event that Xxxxxxx Xxxxxxx resigns or is removed from the Board for any reason, his replacement director shall be mutually acceptable to the (i) Active Founders who are then serving as full-time employees of the Company, (ii) individuals designated as Board members pursuant to Sections 1.2(a), 1.2(b) and 1.2(c) above and (iii) holders of at least a majority of the shares of Series E Preferred Stock, voting together as a separate class. To the extent that any of clauses (a) through (d) above shall not be applicable, any member of the Board who would otherwise have been designated in accordance with the terms thereof shall instead be voted upon by all the stockholders of the Company entitled to vote thereon in accordance with, and pursuant to, the Restated Charter. For purposes of this Agreement, an individual, firm, corporation, partnership, association, limited liability company, trust or any other entity (collectively, a “Person”) shall be deemed an “Affiliate” of another Person who, directly or indirectly, controls, is controlled by or is under common control with such Person, including, without limitation, any general partner, managing member, officer or director of such Person or any venture capital fund now or hereafter existing that is controlled by one or more general partners or managing members of, or shares the same management company with, such PersonCompensation Committee.

Board Composition. Each Provided that each Investor Designee (as defined below) shall have been duly nominated for election as a director of the Board, following the Closing Date and during the term of this Agreement, each Stockholder agrees that it shall at any meeting of the stockholders of Parent (whether annual or special and whether or not an adjourned or postponed meeting), however called, or in connection with any written consent of stockholders of Parent (a) when a meeting is held, appear at such meeting or otherwise cause the Parent Stock to votebe counted as present thereat for the purpose of establishing a quorum, and respond to each request by Parent for written consent, if any, and (b) vote (or consent), or cause to be votedvoted at such meeting (or validly execute and return and cause such consent to be granted with respect to), all Shares owned by such StockholderParent Stock (i) in favor of (A) any action or proposal necessary or advisable to maintain the authorized number of members of the Board as of the Effective Date at five, or over which such provided however, that if each Stockholder has voting control, from time consented in writing to time and at all times, an increase in whatever manner as shall be necessary to ensure that at each annual or special meeting the number of stockholders at which an election of directors is held or pursuant to any written consent members of the stockholdersBoard, each Stockholder shall vote for such an increase, (B) the following persons shall be elected to the Board: (a) At each election or appointment of directors in which the holders of shares of Series A/B/D Preferred Stock are entitled to elect the Series A/B/D Preferred Director, one (1) individual person designated by Majority Stockholder (the holders of at least a majority of the shares of Series A/B/D Preferred Stock, voting together as a separate class and on an as-converted basis“Majority Stockholder Designee”), which individual shall initially be Xxxxxx Xxxx Xxxxxxx; , (bC) At each the election or appointment of directors in which the holders of shares of Series C Preferred Stock, voting together as a separate class, are entitled to elect the Series C Preferred Director, one (1) individual person designated by RS Group (the holders of at least a majority of “RS Group Designee,” and together with the shares of Series C Preferred StockMajority Stockholder Designee, voting together as a separate classthe “Investor Designees”), which individual shall initially be Xxxxx Xxxxx; Xxxx Sindlev (cit being acknowledged and agreed that Mr. Sindlev is currently a Board member and shall therefore continue to be a Board member), (D) At each the election or appointment of three additional directors which are mutually agreed to by Majority Stockholder and RS Group, (E) the filling of any vacancies on the Board created by the resignation, removal or death of an Investor Designee elected pursuant to this Section 2.2 and in which the holders of shares of Common Stock are entitled to elect three (3) members favor of the Boardfilling of any such vacancy with the applicable Investor Designee (i.e., three a Majority Stockholder Designee to replace a previously serving Majority Stockholder Designee and a RS Group Designee to replace a previously serving RS Group Designee), (3F) individuals as follows: (i) Each upon the request of Xxxxx Xxxxxxxxxxxx and Xxxxxx Xxxxxx (each, an “Active Founder” and, collectivelyMajority Stockholder, the “Active Founders”removal of any Majority Stockholder Designee elected pursuant to this Section 2.2, and (G) for so long as he: (i) remains a full-time employee upon the request of RS Group, the Company removal of any RS Group Designee elected pursuant to this Section 2.2(a); and (ii) holds, together with against (A) any Key Holder Trust (as defined in that certain Sixth Amended and Restated Right of First Refusal and Co-Sale Agreement, dated as of the date hereof, by and among the Company and the other parties thereto) established by such Active Founder (each such Key Holder Trust, an “AF Trust”), at least 20% of the Shares held collectively by such Active Founder and his AF Trust(s), if any, as of the date hereof (the “Threshold Shares”), except that if any Active Founder declines, is unable to serve, is no longer a full-time employee of the Company or, together with such Active Founder’s AF Trust, if any, no longer holds the Threshold Shares, such Active Founder’s successor shall be designated by the holders of at least a majority of the shares of Common Stock, voting together as a separate class; provided that if any Active Founder serving as a director pursuant to this section ceases to serve as a full-time employee of the Company and/or, together with such Active Founder’s AF Trust(s), if any, no longer holds the Threshold Shares, each of the Stockholders shall promptly vote their respective Shares to remove such Active Founder from the Board following such time as such Active Founder is no longer a full-time employee of the Company and/or no longer holds, together with such Active Founder’s AF Trust(s), if any, the Threshold Shares if such Active Founder has not resigned as a member of the Board; (ii) One individual designated by the holders of at least a majority of the shares of Common Stock (other than shares of Common Stock issued or issuable upon conversion of Preferred Stock), voting together as a separate class, that is reasonably acceptable to at least one of the Active Founders, which individual shall initially be Xxxxx Xxxxxx; provided that if any Active Founder cease to serve as a full-time employee of the Company and/or no longer holds, together with such Active Founder’s AF Trust, the Threshold Shares, then the director designated in accordance with this Section 1.2(d)(ii) need not be acceptable to such Active Founder; (d) At each election of directors in which the holders of shares of Common Stock and Preferred Stock, voting together as a single class, are entitled to elect a member of the Board, one (1) individual who shall be mutually acceptable to (i) the Active Founders who are then serving as full-time employees of the Company and (ii) the individuals designated as Board members pursuant to Sections 1.2(a), 1.2(b) and 1.2(c) above, and which individual shall initially be Xxxxxxx Xxxxxxx; provided that, increase in the event that Xxxxxxx Xxxxxxx resigns or is removed from the Board for any reason, his replacement director shall be mutually acceptable to the (i) Active Founders who are then serving as full-time employees of the Company, (ii) individuals designated as Board members pursuant to Sections 1.2(a), 1.2(b) and 1.2(c) above and (iii) holders of at least a majority of the shares of Series E Preferred Stock, voting together as a separate class. To the extent that any of clauses (a) through (d) above shall not be applicable, any member size of the Board who would otherwise have been designated in accordance with without the terms thereof shall instead express written consent of each Stockholder, (B) the removal of any director elected pursuant to clause (b)(i)(B) or (b)(i)(C) of this Section 2.2, unless such removal is expressly requested by Majority Stockholder or RS Group, as applicable pursuant to clause (i)(E) or (F) of this Section 2.2, and (C) any other action that could reasonably be voted upon by all the stockholders expected to impede, interfere with, delay, postpone or adversely affect any of the Company entitled to vote thereon in accordance with, and pursuant to, the Restated Charter. For purposes of transactions contemplated by this Agreement, an individual, firm, corporation, partnership, association, limited liability company, trust or any other entity (collectively, a “Person”) shall be deemed an “Affiliate” of another Person who, directly or indirectly, controls, is controlled by or is under common control with such Person, including, without limitation, any general partner, managing member, officer or director of such Person or any venture capital fund now or hereafter existing that is controlled by one or more general partners or managing members of, or shares the same management company with, such Person.

Board Composition. Each Stockholder agrees to vote, or cause to be voted, all Shares owned by such Stockholder, or over which such Stockholder has voting control, from time to time and at all times, in whatever manner as shall be necessary to ensure that at each annual or special meeting of stockholders at which an election of directors is held or pursuant to any written consent of the stockholders, the following persons shall be elected to the Board: (a) At each election Prior to December 31, 2010, and in accordance with the certificate of directors in which the holders of shares of Series A/B/D Preferred Stock are entitled to elect the Series A/B/D Preferred Director, one (1) individual designated by the holders of at least a majority incorporation and bylaws of the shares of Series A/B/D Preferred StockCompany, voting together as a separate class and on an as-converted basis, which individual the Board shall initially be Xxxxxx Xxxxxxx; increase its size to twelve (b12) At each election of directors members. Concurrently with or promptly following the increase in which the holders of shares of Series C Preferred Stock, voting together as a separate class, are entitled to elect the Series C Preferred Director, one (1) individual designated by the holders of at least a majority of the shares of Series C Preferred Stock, voting together as a separate class, which individual shall initially be Xxxxx Xxxxx; (c) At each election of directors in which the holders of shares of Common Stock are entitled to elect three (3) members size of the Board, three (3) the Company shall appoint to the Board Xxxxxxxxx X. Xxxxxx, as a Class B director, and Xxxx Xxxxxx, as a Class C director, after a determination by the Board’s Corporate Governance Committee that such individuals as follows: (i) Each of Xxxxx Xxxxxxxxxxxx are qualified and Xxxxxx Xxxxxx (each, an “Active Founder” and, collectively, are independent under the “Active Founders”) for so long as he: (i) remains a full-time employee rules and regulations of the Company SEC and (ii) holdsThe NASDAQ Stock Market LLC, together with any Key Holder Trust (as defined in that certain Sixth Amended and Restated Right of First Refusal and Co-Sale Agreementprovided, dated as of the date hereofhowever, by and among the Company and the other parties thereto) established by such Active Founder (each such Key Holder Trust, an “AF Trust”), at least 20% of the Shares held collectively by such Active Founder and his AF Trust(s), if any, as of the date hereof (the “Threshold Shares”), except that if any Active Founder declines, is unable to serve, is no longer a full-time employee of the Company or, together with Corporate Governance Committee does not find such Active Founder’s AF Trust, if any, no longer holds the Threshold Shares, such Active Founder’s successor shall be designated by the holders of at least a majority of the shares of Common Stock, voting together as a separate class; provided that if any Active Founder serving as a director pursuant to this section ceases to serve as a full-time employee of the Company and/or, together with such Active Founder’s AF Trust(s), if any, no longer holds the Threshold Shares, each of the Stockholders shall promptly vote their respective Shares to remove such Active Founder from the Board following such time as such Active Founder is no longer a full-time employee of the Company and/or no longer holds, together with such Active Founder’s AF Trust(s), if any, the Threshold Shares individuals qualified and independent or if such Active Founder has not resigned as a member of the Board; (ii) One individual designated by the holders of at least a majority of the shares of Common Stock (other than shares of Common Stock issued or issuable upon conversion of Preferred Stock), voting together as a separate class, that is reasonably acceptable individuals should withdraw their nomination prior to at least one of the Active Founders, which individual shall initially be Xxxxx Xxxxxx; provided that if any Active Founder cease accepting their initial appointment to serve as a full-time employee of the Company and/or no longer holds, together with such Active Founder’s AF Trust, the Threshold Shares, then the director designated in accordance with this Section 1.2(d)(ii) need not be acceptable to such Active Founder; (d) At each election of directors in which the holders of shares of Common Stock and Preferred Stock, voting together as a single class, are entitled to elect a member of the Board, one (1) individual who shall be mutually acceptable to (i) the Active Founders who are then serving as full-time employees representatives of the Company Board and (ii) the individuals designated as Board members pursuant Golconda Group shall work together in good faith to Sections 1.2(a), 1.2(b) and 1.2(c) above, and which individual shall initially be Xxxxxxx Xxxxxxx; provided that, in the event that Xxxxxxx Xxxxxxx resigns or is removed from propose alternative director nominees to the Board for any reason, his replacement director shall be mutually acceptable to the (i) Active Founders who are then serving as fullBoard and to the Golconda Group and determined to be qualified and independent by the Corporate Governance Committee. The Company shall nominate Xx. Xxxxxx for re-time employees of the Company, (ii) individuals designated as Board members pursuant election to Sections 1.2(a), 1.2(b) and 1.2(c) above and (iii) holders of at least a majority of the shares of Series E Preferred Stock, voting together as a separate class. To the extent that any of clauses (a) through (d) above shall not be applicable, any member of the Board who would otherwise have been designated in accordance with at the terms thereof shall instead be voted upon by all 2011 Annual Meeting and Xx. Xxxxxx for re-election to the Board at the 2012 annual meeting of stockholders of the Company entitled to vote thereon in accordance with(such meeting, and pursuant toincluding any adjournment thereof, the Restated Charter“2012 Annual Meeting”). For purposes of this Agreement, an individualXxxxxxxxx X. Xxxxxx and Xxxx Xxxxxx, firmor the director nominees in lieu thereof determined to be qualified and independent and appointed to the Board pursuant to the terms of this Section 1(a), corporationare hereinafter referred to as the “New Nominees.” (b) The Company shall, partnershipprior to each of the 2011 Annual Meeting and 2012 Annual Meeting, association, limited liability company, trust file a definitive proxy statement with the SEC which includes such information regarding the applicable New Nominee nominated for re-election as is required by federal securities laws in connection with his or any other entity (collectively, a “Person”) her nomination by the Company; provided that it shall be deemed an “Affiliate” of another Person who, a precondition to each such nomination that the New Nominees cooperate and provide such required information to the Company as the Company may request. The Board shall recommend that the Company’s stockholders vote directly or indirectlyby proxy in favor of, controlsand shall otherwise use reasonable commercial efforts to cause, is controlled the election of Xxxxxxxxx X. Xxxxxx at the 2011 Annual Meeting and of Xxxx Xxxxxx at the 2012 Annual Meeting. (c) The New Nominees, upon appointment and continuing through their possible re-election to the Board, will serve as integral members of the Board and be governed by the same protections and obligations regarding confidentiality, conflicts of interests, fiduciary duties, trading and disclosure policies and other governance guidelines, including the Company’s Code of Conduct, and shall have the same rights and benefits, including (but not limited to) with respect to insurance, indemnification, compensation and fees, as are applicable to all independent directors of the Company. (d) For the avoidance of doubt, the Company intends to nominate for election to the Board: (i) at the 2011 Annual Meeting, in addition to four (4) Class B directors (including Xxxxxxxxx X. Xxxxxx or is under common control other applicable New Nominee), (i) two (2) Class A directors and (ii) one (1) Class C director; (ii) at the 2012 Annual Meeting, in addition to Xxxx Xxxxxx or other applicable New Nominee, as a Class C director, Xxxxxxxxx X. Xxxxxx or other applicable New Nominee (in the event such person did not receive an 80% vote of stockholders at the 2011 Annual Meeting) as a Class B director, together with such Personother individuals as the Board deems appropriate; and (iii) at the 2013 annual meeting of stockholders of the Company (such meeting, includingincluding any adjournment thereof, without limitationthe “2013 Annual Meeting”), any general partner, managing member, officer or director and subsequent annual meetings of such Person or any venture capital fund now or hereafter existing that is controlled by one or more general partners or managing members of, or shares the same management company withstockholders of the Company, such Personindividuals as the Board deems appropriate. (e) The Company shall not increase the size of the Board beyond twelve (12) members without the approval of the Company’s stockholders. The Company will announce a current intention of the Board to reduce the size of the Board over time through the non-replacement of current directors who retire or are otherwise unable to serve. (f) In furtherance of its recent public disclosures, the Company shall include and the Board shall recommend the Company’s existing proposal to reduce the percentage of votes required to elect directors from 80% to a simple majority in its proxy statement for the 2011 Annual Meeting.

Board Composition. (a) Each Stockholder agrees to vote, or cause to be voted, all Shares owned by such Stockholder, or over which such Stockholder has voting control, from time to time and at all times, in whatever manner as shall be necessary to ensure that at each annual or special meeting of stockholders of the Company at which an election of directors is held or pursuant to any written consent of the stockholdersstockholders of the Company, for the following persons shall to be elected to the Board: (a) At each election of directors in which Board and for the holders of shares of Series A/B/D Preferred Stock are entitled Chairman to elect the Series A/B/D Preferred Director, one (1) individual designated by the holders of at least a majority of the shares of Series A/B/D Preferred Stock, voting together as a separate class and on an as-converted basis, which individual shall initially be Xxxxxx Xxxxxxx; (b) At each election of directors in which the holders of shares of Series C Preferred Stock, voting together as a separate class, are entitled to elect the Series C Preferred Director, one (1) individual designated by the holders of at least a majority of the shares of Series C Preferred Stock, voting together as a separate class, which individual shall initially be Xxxxx Xxxxx; (c) At each election of directors in which the holders of shares of Common Stock are entitled to elect three (3) members of the Board, three (3) individuals elected or appointed as follows: (i) Each of Xxxxx Xxxxxxxxxxxx and Xxxxxx Xxxxxx Three (each, an “Active Founder” and, collectively, 3) individuals designated by Markham (the “Active FoundersMarkham Designees”) ), for so long as he: Markham and its Affiliates continue to own beneficially at least thirty percent (i30%) remains a full-time employee of the Company and (ii) holds, together with any Key Holder Trust (as defined in that certain Sixth Amended and Restated Right of First Refusal and Co-Sale Agreement, dated as of the date hereof, by and among the Company and the other parties thereto) established by such Active Founder (each such Key Holder Trust, an “AF Trust”), at least 20% of the Shares held collectively by such Active Founder and his AF Trust(s), if any, as of the date hereof (the “Threshold Shares”), except that if any Active Founder declines, is unable to serve, is no longer a full-time employee of the Company or, together with such Active Founder’s AF Trust, if any, no longer holds the Threshold Shares, such Active Founder’s successor shall be designated by the holders of at least a majority of the outstanding shares of Common Stock, voting together which outstanding shares of Common Stock shall be deemed to include all shares of Common Stock issuable upon conversion of Series D Preferred held by Markham and its Affiliates. (ii) Three (3) individuals designated by Orogen (the “Orogen Designees”), for so long as a separate class; provided Orogen and its Affiliates continue to own beneficially at least thirty percent (30%) of the outstanding shares of Common Stock, which outstanding shares of Common Stock shall be deemed to include all shares of Common Stock issuable upon conversion of Series D Preferred held by Orogen or its Affiliates. (iii) The CEO Director, provided, however, that if for any Active Founder serving as a director pursuant to this section ceases reason the CEO Director shall cease to serve as a full-time employee the Chief Executive Officer of the Company and/or, together with such Active Founder’s AF Trust(s), if any, no longer holds the Threshold SharesCompany, each of the Stockholders shall promptly vote their respective Shares (i) to remove such Active Founder the former Chief Executive Officer from the Board following such time as such Active Founder is no longer a full-time employee of the Company and/or no longer holds, together with such Active Founder’s AF Trust(s), if any, the Threshold Shares if such Active Founder person has not resigned as a member of the Board; (ii) One individual designated by the holders of at least a majority of the shares of Common Stock (other than shares of Common Stock issued or issuable upon conversion of Preferred Stock), voting together as a separate class, that is reasonably acceptable to at least one of the Active Founders, which individual shall initially be Xxxxx Xxxxxx; provided that if any Active Founder cease to serve as a full-time employee of the Company and/or no longer holds, together with such Active Founder’s AF Trust, the Threshold Shares, then the director designated in accordance with this Section 1.2(d)(ii) need not be acceptable to such Active Founder; (d) At each election of directors in which the holders of shares of Common Stock and Preferred Stock, voting together as a single class, are entitled to elect a member of the Board, one (1) individual who shall be mutually acceptable to (i) the Active Founders who are then serving as full-time employees of the Company and (ii) the individuals designated to elect such person’s replacement as Board members pursuant to Sections 1.2(a), 1.2(b) and 1.2(c) above, and which individual shall initially be Xxxxxxx Xxxxxxx; provided that, in the event that Xxxxxxx Xxxxxxx resigns or is removed from the Board for any reason, his replacement director shall be mutually acceptable to the (i) Active Founders who are then serving as full-time employees of the Company, (ii) individuals designated as Board members pursuant to Sections 1.2(a), 1.2(b) and 1.2(c) above and (iii) holders of at least a majority of the shares of Series E Preferred Stock, voting together as a separate class. To the extent that any of clauses (a) through (d) above shall not be applicable, any member of the Board who would otherwise have been designated in accordance with the terms thereof shall instead be voted upon by all the stockholders Chief Executive Officer of the Company entitled as the new CEO Director. (iv) For so long as Xxxx Xxxxxxx is an Orogen Designee to vote thereon in accordance with, and pursuant tothe Board, the Restated Charter. For purposes Stockholders shall by affirmative vote or written consent cause Xxxx Xxxxxxx to be designated as the Chairman, or shall cause their respective Board designees to so elect Xxxx Xxxxxxx as Chairman, in each case for a period of two years from the date this Section 3 becomes applicable as provided in the introductory paragraph of this AgreementSection 3. Thereafter, an individualthe Stockholders shall cause, firmor shall cause their respective Board designees to cause, corporation, partnership, association, limited liability company, trust the Chairman to be a Board member approved by prior vote or any other entity (collectively, a “Person”) shall be deemed an “Affiliate” written consent of another Person who, directly or indirectly, controls, is controlled by or is under common control with such Person, including, without limitation, any general partner, managing member, officer or director of such Person or any venture capital fund now or hereafter existing that is controlled by one two-thirds or more general partners of Share Voting Power (which Chairman may include Xxxx Xxxxxxx) and for such Chairman to be elected or managing members of, or shares the same management company with, such Personappointed for a one-year term.

Board Composition. Each Stockholder agrees to vote, or cause to be voted, all Shares owned by such Stockholder, or over which such Stockholder has voting control, from time to time From and at all times, in whatever manner as shall be necessary to ensure that at each annual or special meeting after the Closing Date until the earlier of stockholders at which an election of directors is held or pursuant to any written consent of the stockholders, the following persons shall be elected to the Board: (a) At each election of directors in which the holders of shares of Series A/B/D Preferred Stock are entitled to elect the Series A/B/D Preferred Director, one (1) individual designated by the holders of at least a majority such time as Xxxxxx and XxXxxxx International and its affiliates own less than 3% of the shares of Series A/B/D Preferred Stock, voting together as a separate class Company’s issued and on an as-converted basis, which individual shall initially be Xxxxxx Xxxxxxx; outstanding ADSs and (b) At each election of directors in which the holders of shares of Series C Preferred Stock, voting together as a separate class, are entitled to elect the Series C Preferred Director, one (1) individual designated by the holders of at least a majority closing of the shares of Series C Preferred Stock, voting together as a separate class, which individual shall initially be Xxxxx Xxxxx; (c) At each election of directors in which the holders of shares of Common Stock are entitled to elect three (3) members of the Board, three (3) individuals as follows: (i) Each of Xxxxx Xxxxxxxxxxxx and Xxxxxx Xxxxxx (each, an “Active Founder” and, collectively, the “Active Founders”) for so long as he: (i) remains a full-time employee of the Company and (ii) holds, together with any Key Holder Trust Proposed Transaction (as defined in that certain Sixth Amended Amendment and Restated Right of First Refusal and Co-Sale Agreement, Waiver Agreement dated as of the date hereofJune _, 2006 by and among between the Company and certain of the other parties theretoPurchasers) established by such Active Founder (each such Key Holder Trust, an “AF Trust”the "Amendment Agreement"), at least 20% Xxxxxx and McBaine International ("G&M") shall be entitled to nominate a person to the Company’s Board of the Shares held collectively by such Active Founder and his AF Trust(s), if any, as of the date hereof Directors (the “Threshold Shares”), except that "Board") and if any Active Founder declines, is unable to serve, is no longer a full-time employee of the Company or, together with such Active Founder’s AF Trust, if any, no longer holds the Threshold Sharesnominated, such Active Founder’s successor nominee shall be designated by the holders of at least a majority of the shares of Common Stock, voting together as a separate class; provided that if any Active Founder serving as a director pursuant required to this section ceases to serve as a full-time employee of the Company and/or, together with such Active Founder’s AF Trust(s), if any, no longer holds the Threshold Shares, each of the Stockholders shall promptly vote their respective Shares to remove such Active Founder from the Board following such time as such Active Founder is no longer a full-time employee of the Company and/or no longer holds, together with such Active Founder’s AF Trust(s), if any, the Threshold Shares if such Active Founder has not resigned as become a member of the Board; Board within 10 business days of such nomination. From the Warrant Exercisability Date (iias defined in the Amendment Agreement) One individual designated by the holders of at least a majority until such time as SRB Greenway Capital ("SRB") and its affiliates own less than 3% of the shares of Common Stock (other than shares of Common Stock Company’s issued and outstanding ADSs, SRB shall be entitled to nominate a person to the Board, which nominee shall not be a United States citizen or issuable upon conversion of Preferred Stock), voting together as a separate class, that United States resident if the Company is reasonably acceptable immediately prior to at least one such appointment a “foreign private issuer” within the meaning of the Active Founders, which individual shall initially be Xxxxx Xxxxxx; provided that if any Active Founder United States federal securities laws and appointing an additional person to the Board who is a United States citizen or resident would cause the Company to cease to serve as be a full-time employee of the Company and/or no longer holds“foreign private issuer,” and if nominated, together with such Active Founder’s AF Trust, the Threshold Shares, then the director designated in accordance with this Section 1.2(d)(ii) need not nominee shall be acceptable required to such Active Founder; (d) At each election of directors in which the holders of shares of Common Stock and Preferred Stock, voting together as a single class, are entitled to elect become a member of the Board, one (1) individual who shall be mutually acceptable to (i) Board within 10 business days of such nomination. From the Active Founders who are then serving as full-time employees date of the Company closing of the Proposed Transaction until such time as G&M and (ii) the individuals designated as Board members pursuant to Sections 1.2(a)SRB, 1.2(b) and 1.2(c) abovetogether with their affiliates, and which individual shall initially be Xxxxxxx Xxxxxxx; provided that, in the event that Xxxxxxx Xxxxxxx resigns or is removed from the Board for any reason, his replacement director shall be mutually acceptable to the (i) Active Founders who are then serving as full-time employees own less than 3% of the Company's issued and outstanding ADSs, G&M and SRB shall collectively be entitled to nominate one person (iion whom G&M and SRB shall mutually agree) individuals designated as Board members pursuant to Sections 1.2(a)the Board, 1.2(b) and 1.2(c) above and (iii) holders of at least if nominated, such nominee shall be required to become a majority of the shares of Series E Preferred Stock, voting together as a separate class. To the extent that any of clauses (a) through (d) above shall not be applicable, any member of the Board who would otherwise have been designated in accordance with the terms thereof shall instead be voted upon by all the stockholders of the Company entitled to vote thereon in accordance with, and pursuant to, the Restated Charter. For purposes of this Agreement, an individual, firm, corporation, partnership, association, limited liability company, trust or any other entity (collectively, a “Person”) shall be deemed an “Affiliate” of another Person who, directly or indirectly, controls, is controlled by or is under common control with such Person, including, without limitation, any general partner, managing member, officer or director within 10 business days of such Person or any venture capital fund now or hereafter existing that is controlled by one or more general partners or managing members of, or shares the same management company with, such Personnomination.

Board Composition. Each Stockholder agrees to vote, or cause to be voted, all Shares owned by such Stockholder, or over which such Stockholder has voting control, from time to time and at all times, in whatever manner as shall be necessary to ensure that at each annual or special meeting of stockholders at which an election of directors is held or pursuant to any written consent of the stockholders, the following persons shall be elected to the Board: (a) At each election Upon the Closing, appropriate action shall be taken so that the Company's Board of directors in which the holders of shares of Series A/B/D Preferred Stock are entitled to elect the Series A/B/D Preferred Director, one (1) individual designated by the holders of at least a majority Directors will consist of the shares individuals identified in the memorandum dated October 10, 1997 from the Company to Purchaser (the "Board Memorandum"). If the number of Series A/B/D Preferred Stockauthorized members of the Board is increased, voting together as a separate class and on an as-converted basis, which individual the number of Independent Directors shall initially be Xxxxxx Xxxxxxx;proportionately increased. (b) At each election of directors in which the holders of shares of Series C Preferred Stock, voting together For so long as any Independent Director continues as a separate class, are entitled to elect the Series C Preferred Director, one (1) individual designated by the holders of at least a majority member of the shares Board of Series C Preferred StockDirectors of the Company, voting together as the Company shall maintain in effect all (or implement equivalent) compensatory plans, programs and other benefits that are in effect immediately prior to the Closing for the benefit of non-employee directors of the Company, including without limitation, stock plans, expense reimbursement, indemnification agreements and liability insurance, and the Company shall continue to operate such plans, programs and benefits in a separate class, which individual shall initially be Xxxxx Xxxxx;manner consistent with past practice. (c) At each any meeting of stockholders of the Company at which the election of directors is submitted to a vote of the stockholders, Purchaser shall cause the Board of Directors of the Company to include on the slate of nominees for election those Independent Directors who are in which the class whose term of office is then ending and shall recommend to the stockholders the election of such Independent Directors. In casting votes (or giving proxies) with respect to the election of any of the Independent Directors submitted for a vote of the stockholders of the Company, Purchaser shall vote (and Purchaser shall cause any Affiliate of Purchaser to vote) all shares held of record or beneficially owned by Purchaser or its Affiliates, respectively, in the same proportion as the votes cast in favor of or withheld from such nominees for Independent Directors by other holders of shares of Common Stock are entitled to elect three (3) members of the Board, three (3) individuals as follows: (i) Each of Xxxxx Xxxxxxxxxxxx and Xxxxxx Xxxxxx (each, an “Active Founder” and, collectively, the “Active Founders”) for so long as he: (i) remains a full-time employee of the Company and (ii) holds, together with any Key Holder Trust (as defined in that certain Sixth Amended and Restated Right of First Refusal and Co-Sale Agreement, dated as of the date hereof, by and among the Company and the other parties thereto) established by such Active Founder (each such Key Holder Trust, an “AF Trust”), at least 20% of the Shares held collectively by such Active Founder and his AF Trust(s), if any, as of the date hereof (the “Threshold Shares”), except that if any Active Founder declines, is unable to serve, is no longer a full-time employee of the Company or, together with such Active Founder’s AF Trust, if any, no longer holds the Threshold Shares, such Active Founder’s successor shall be designated by the holders of at least a majority of the shares of Common Stock, voting together as a separate class; provided that if any Active Founder serving as a director pursuant to this section ceases to serve as a full-time employee of the Company and/or, together with such Active Founder’s AF Trust(s), if any, no longer holds the Threshold Shares, each of the Stockholders shall promptly vote their respective Shares to remove such Active Founder from the Board following such time as such Active Founder is no longer a full-time employee of the Company and/or no longer holds, together with such Active Founder’s AF Trust(s), if any, the Threshold Shares if such Active Founder has not resigned as a member of the Board; (ii) One individual designated by the holders of at least a majority of the shares of Common Stock (other than shares of Common Stock issued or issuable upon conversion of Preferred Stock), voting together as a separate class, that is reasonably acceptable to at least one of the Active Founders, which individual shall initially be Xxxxx Xxxxxx; provided that if any Active Founder cease to serve as a full-time employee of the Company and/or no longer holds, together with such Active Founder’s AF Trust, the Threshold Shares, then the director designated in accordance with this Section 1.2(d)(ii) need not be acceptable to such Active Founder;Company. (d) At each election In the event of directors in which any vacancy on the holders of shares of Common Stock and Preferred Stock, voting together Board created as a single classresult of the resignation, are death, disability, removal or disqualification of any of the Independent Directors, an Independent Director Nominating Committee composed of the remaining Independent Directors, after consultation with the other directors, shall be entitled to elect select a member nominee to complete the remaining term of the Board, one (1) individual who shall be mutually acceptable to Independent Director whose position was vacated and either (i) the Active Founders who are then serving such nominee shall be elected as full-time employees an Independent Director by action of the Company and full Board of Directors or (ii) the individuals designated as Board members pursuant to Sections 1.2(a)if such nominee is not so elected, 1.2(b) and 1.2(c) above, and which individual shall initially be Xxxxxxx Xxxxxxx; provided that, in the event that Xxxxxxx Xxxxxxx resigns or is removed from the Board for any reason, his replacement director shall be mutually acceptable to the (i) Active Founders who are then serving as full-time employees call a special meeting of the Company, (ii) individuals designated as Board members pursuant to Sections 1.2(a), 1.2(b) and 1.2(c) above and (iii) holders of at least a majority of the shares of Series E Preferred Stock, voting together as a separate class. To the extent that any of clauses (a) through (d) above shall not be applicable, any member of the Board who would otherwise have been designated in accordance with the terms thereof shall instead be voted upon by all the stockholders of the Company entitled to consider and vote thereon on the election of such nominee. In connection with such election, Purchaser shall vote (and Purchaser shall cause any Affiliate of Purchaser to vote) with respect to the election of such new Independent Director in accordance with, and pursuant to, the Restated Charterwith Section 8.1(c) hereof. For purposes of this Agreement, an individual, firm, corporation, partnership, association, limited liability company, trust or any other entity (collectively, a “Person”) Nothing contained herein shall be deemed to preclude or restrict any stockholder of the Company who is not affiliated or associated with Purchaser from nominating a person for election to the Board, in accordance with procedure set forth in the Company's By-Laws, and any person so nominated who is then elected as a director shall be deemed to be an “Affiliate” of another Person who, directly or indirectly, controls, is controlled by or is under common control with such Person, including, without limitation, any general partner, managing member, officer or director of such Person or any venture capital fund now or hereafter existing that is controlled by one or more general partners or managing members of, or shares the same management company with, such PersonIndependent Director.

Board Composition. (a) For so long as the Bioverda Parties and their Affiliates own beneficially Shares representing not less than 33.5% of the outstanding Common Stock of the Company, the Bioverda Parties shall have a right to designate four individuals to be nominated by the board of directors of the Company for election as directors of the Company (the “Bioverda Nominees”). (b) For so long as Wilon Holdings S.A. and its Affiliates own beneficially Shares representing not less than 2.5% of the outstanding Common Stock of the Company, Wilon Holdings S.A. shall have a right to designate one individual to be nominated by the board of directors of the Company for election as a director of the Company (the “Wilon Nominee”). (c) During the applicable periods described in paragraphs (a) and (b), the Company shall cause each of the Bioverda Nominees and the Wilon Nominee (collectively, the “Nominees”) to be nominated for election as directors of the Company at each meeting of shareholders at which an election of directors is held; and shall solicit proxies for the election of the Nominees at all such meetings, recommend that the shareholders of the Company vote for the election of each such Nominee to the board of directors, and include such information about the Nominees in the Company’s proxy statement and other solicitation materials relating to the election of directors as is required under the Exchange Act and Applicable Law. (d) At the request of the Party entitled to designate a Nominee under this Section 3, the Company shall call a special meeting of shareholders for the purpose of electing directors, including to fill a vacancy on the board created by the resignation, removal or death of a Nominee who previously had been elected as a director. (e) Each Stockholder Shareholder agrees to vote, or cause to be voted, all Shares owned by such Stockholderhim, her or it, or over which such Stockholder he, she or it has voting control, from time to time and at all times, in whatever manner as shall be necessary to ensure that favor of the Nominees at each annual or special meeting of stockholders shareholders at which an election of directors is held or pursuant held, and otherwise to any written consent of take all Necessary Action to cause the stockholders, the following persons shall be elected to the Board: (a) At each election board of directors in which the holders of shares of Series A/B/D Preferred Stock are entitled to elect the Series A/B/D Preferred Director, one (1) individual designated by the holders of at least a majority of the shares of Series A/B/D Preferred Stock, voting together as a separate class and on an as-converted basis, which individual shall initially be Xxxxxx Xxxxxxx; (b) At each election of directors in which the holders of shares of Series C Preferred Stock, voting together as a separate class, are entitled to elect the Series C Preferred Director, one (1) individual designated by the holders of at least a majority of the shares of Series C Preferred Stock, voting together as a separate class, which individual shall initially be Xxxxx Xxxxx; (c) At each election of directors in which the holders of shares of Common Stock are entitled to elect three (3) members of the Board, three (3) individuals as follows: (i) Each of Xxxxx Xxxxxxxxxxxx and Xxxxxx Xxxxxx (each, an “Active Founder” and, collectively, the “Active Founders”) for so long as he: (i) remains a full-time employee of the Company and (ii) holds, together with any Key Holder Trust (as defined in that certain Sixth Amended and Restated Right of First Refusal and Co-Sale Agreement, dated as to be comprised of the date hereof, by and among the Company and the other parties thereto) established by such Active Founder (each such Key Holder Trust, an “AF Trust”), at least 20% of the Shares held collectively by such Active Founder and his AF Trust(s), if any, as of the date hereof (the “Threshold Shares”), except that if any Active Founder declines, is unable to serve, is no longer a full-time employee of the Company or, together with such Active Founder’s AF Trust, if any, no longer holds the Threshold Shares, such Active Founder’s successor shall be designated by the holders of at least a majority of the shares of Common Stock, voting together as a separate class; provided that if any Active Founder serving as a director pursuant to this section ceases to serve as a full-time employee of the Company and/or, together with such Active Founder’s AF Trust(s), if any, no longer holds the Threshold Shares, each of the Stockholders shall promptly vote their respective Shares to remove such Active Founder from the Board following such time as such Active Founder is no longer a full-time employee of the Company and/or no longer holds, together with such Active Founder’s AF Trust(s), if any, the Threshold Shares if such Active Founder has not resigned as a member of the Board; (ii) One individual designated by the holders of at least a majority of the shares of Common Stock (other than shares of Common Stock issued or issuable upon conversion of Preferred Stock), voting together as a separate class, that is reasonably acceptable to at least one of the Active Founders, which individual shall initially be Xxxxx Xxxxxx; provided that if any Active Founder cease to serve as a full-time employee of the Company and/or no longer holds, together with such Active Founder’s AF Trust, the Threshold Shares, then the director designated in accordance with this Section 1.2(d)(ii) need not be acceptable to such Active Founder; (d) At each election of directors in which the holders of shares of Common Stock and Preferred Stock, voting together as a single class, are entitled to elect a member of the Board, one (1) individual who shall be mutually acceptable to (i) the Active Founders who are then serving as full-time employees of the Company and (ii) the individuals designated as Board members pursuant to Sections 1.2(a), 1.2(b) and 1.2(c) above, and which individual shall initially be Xxxxxxx Xxxxxxx; provided that, in the event that Xxxxxxx Xxxxxxx resigns or is removed from the Board for any reason, his replacement director shall be mutually acceptable to the (i) Active Founders who are then serving as full-time employees of the Company, (ii) individuals designated as Board members pursuant to Sections 1.2(a), 1.2(b) and 1.2(c) above and (iii) holders of at least a majority of the shares of Series E Preferred Stock, voting together as a separate class. To the extent that any of clauses (a) through (d) above shall not be applicable, any member of the Board who would otherwise have been designated in accordance with the terms thereof shall instead be voted upon by all the stockholders of the Company entitled to vote thereon in accordance with, and pursuant to, the Restated Charter. For purposes of this Agreement, an individual, firm, corporation, partnership, association, limited liability company, trust or any other entity (collectively, a “Person”) shall be deemed an “Affiliate” of another Person who, directly or indirectly, controls, is controlled by or is under common control with such Person, including, without limitation, any general partner, managing member, officer or director of such Person or any venture capital fund now or hereafter existing that is controlled by one or more general partners or managing members of, or shares the same management company with, such PersonNominees.

Board Composition. Each Stockholder agrees to vote, or cause to be voted, all Shares owned by such Stockholder, or over which such Stockholder has voting control, from time to time and at all times, in whatever manner as shall be necessary to ensure that at each annual or special meeting of stockholders at which an election of directors is held or pursuant to any written consent of the stockholders, the following persons shall be elected to the Board: (a) At each election Upon the Closing, appropriate action shall be taken so that the Company's Board of directors in which the holders of shares of Series A/B/D Preferred Stock are entitled to elect the Series A/B/D Preferred Director, one (1) individual designated by the holders of at least a majority Directors will consist of the shares individuals identified in the memorandum dated October 10, 1997 from the Company to Purchaser (the "Board Memorandum"). If the number of Series A/B/D Preferred Stockauthorized members of the Board is increased, voting together as a separate class and on an as-converted basis, which individual the number of Independent Directors shall initially be Xxxxxx Xxxxxxx;proportionately increased. (b) At each election of directors in which the holders of shares of Series C Preferred Stock, voting together For so long as any Independent Director continues as a separate class, are entitled to elect the Series C Preferred Director, one (1) individual designated by the holders of at least a majority member of the shares Board of Series C Preferred StockDirectors of the Company, voting together as the Company shall maintain in effect all (or implement equivalent) compensatory plans, programs and other benefits that are in effect immediately prior to the Closing for the benefit of non-employee directors of the Company, including without limitation, stock plans, expense reimbursement, indemnification agreements and liability insurance, and the Company shall continue to operate such plans, programs and benefits in a separate class, which individual shall initially be Xxxxx Xxxxx;manner consistent with past practice. (c) At each any meeting of stockholders of the Company at which the election of directors is submitted to a vote of the stockholders, Purchaser shall cause the Board of Directors of the Company to include on the slate of nominees for election those Independent Directors who are in which the class whose term of office is then ending and shall recommend to the stockholders the election of such Independent Directors. In casting votes (or giving proxies) with respect to the election of any of the Independent Directors submitted for a vote of the stockholders of the Company, Purchaser shall vote (and Purchaser shall cause any Affiliate of Purchaser to vote) all shares held of record or beneficially owned by Purchaser or its Affiliates, respectively, in the same proportion as the votes cast in favor of or withheld from such nominees for Independent Directors by other holders of shares of Common Stock are entitled to elect three (3) members of the Board, three (3) individuals as follows: (i) Each of Xxxxx Xxxxxxxxxxxx and Xxxxxx Xxxxxx (each, an “Active Founder” and, collectively, the “Active Founders”) for so long as he: (i) remains a full-time employee of the Company and (ii) holds, together with any Key Holder Trust (as defined in that certain Sixth Amended and Restated Right of First Refusal and Co-Sale Agreement, dated as of the date hereof, by and among the Company and the other parties thereto) established by such Active Founder (each such Key Holder Trust, an “AF Trust”), at least 20% of the Shares held collectively by such Active Founder and his AF Trust(s), if any, as of the date hereof (the “Threshold Shares”), except that if any Active Founder declines, is unable to serve, is no longer a full-time employee of the Company or, together with such Active Founder’s AF Trust, if any, no longer holds the Threshold Shares, such Active Founder’s successor shall be designated by the holders of at least a majority of the shares of Common Stock, voting together as a separate class; provided that if any Active Founder serving as a director pursuant to this section ceases to serve as a full-time employee of the Company and/or, together with such Active Founder’s AF Trust(s), if any, no longer holds the Threshold Shares, each of the Stockholders shall promptly vote their respective Shares to remove such Active Founder from the Board following such time as such Active Founder is no longer a full-time employee of the Company and/or no longer holds, together with such Active Founder’s AF Trust(s), if any, the Threshold Shares if such Active Founder has not resigned as a member of the Board; (ii) One individual designated by the holders of at least a majority of the shares of Common Stock (other than shares of Common Stock issued or issuable upon conversion of Preferred Stock), voting together as a separate class, that is reasonably acceptable to at least one of the Active Founders, which individual shall initially be Xxxxx Xxxxxx; provided that if any Active Founder cease to serve as a full-time employee of the Company and/or no longer holds, together with such Active Founder’s AF Trust, the Threshold Shares, then the director designated in accordance with this Section 1.2(d)(ii) need not be acceptable to such Active Founder;Company. (d) At each election In the event of directors in which any vacancy on the holders of shares of Common Stock and Preferred Stock, voting together Board created as a single classresult of the resignation, are death, disability, removal or disqualification of any of the Independent Directors, an Independent Director Nominating Committee composed of the remaining Independent Directors, after consultation with the other directors, shall be entitled to elect select a member nominee to complete the remaining term of the Board, one (1) individual who shall be mutually acceptable to Independent Director whose position was vacated and either (i) the Active Founders who are then serving such nominee shall be elected as full-time employees an Independent Director by action of the Company and full Board of Directors or (ii) the individuals designated as Board members pursuant to Sections 1.2(a)if such nominee is not so elected, 1.2(b) and 1.2(c) above, and which individual shall initially be Xxxxxxx Xxxxxxx; provided that, in the event that Xxxxxxx Xxxxxxx resigns or is removed from the Board for any reason, his replacement director shall be mutually acceptable to the (i) Active Founders who are then serving as full-time employees call a special meeting of the Company, (ii) individuals designated as Board members pursuant to Sections 1.2(a), 1.2(b) and 1.2(c) above and (iii) holders of at least a majority of the shares of Series E Preferred Stock, voting together as a separate class. To the extent that any of clauses (a) through (d) above shall not be applicable, any member of the Board who would otherwise have been designated in accordance with the terms thereof shall instead be voted upon by all the stockholders of the Company entitled to consider and vote thereon on the election of such nominee. In connection with such 21 election, Purchaser shall vote (and Purchaser shall cause any Affiliate of Purchaser to vote) with respect to the election of such new Independent Director in accordance with, and pursuant to, the Restated Charterwith Section 8.1(c) hereof. For purposes of this Agreement, an individual, firm, corporation, partnership, association, limited liability company, trust or any other entity (collectively, a “Person”) Nothing contained herein shall be deemed to preclude or restrict any stockholder of the Company who is not affiliated or associated with Purchaser from nominating a person for election to the Board, in accordance with procedure set forth in the Company's By-Laws, and any person so nominated who is then elected as a director shall be deemed to be an “Affiliate” of another Person who, directly or indirectly, controls, is controlled by or is under common control with such Person, including, without limitation, any general partner, managing member, officer or director of such Person or any venture capital fund now or hereafter existing that is controlled by one or more general partners or managing members of, or shares the same management company with, such PersonIndependent Director.

Board Composition. Each Stockholder agrees (a) The Investor Designees to votebe appointed as of the Effective Date and upon receipt of FCC Approval will consist of the individuals set forth on Exhibit 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, with any other person that is permitted to 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 nominate one (1) Investor Designee to the Board (provided, that after the receipt of FCC Approval, for so long as the Investor’s As-Converted Common Stock Ownership Percentage is at least 20%, the Investor shall be entitled to nominate two (2) Investor Designees to the Board), 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 (1) additional Investor Designee as an Investor Board Observer to the Board. The Investor Board Observer shall be permitted to attend, strictly as an observer, meetings of the Board and material information delivered to the Board shall be delivered to the Investor Board Observer at substantially the same time as delivered to other non-executive directors; provided, however, that the Company shall have the right to withhold any information and to exclude the Investor Board Observer from all or any portion of any meeting of the Board, or cause any committee thereof, if access to such information or attendance at such meeting or portion of a meeting could reasonably be votedexpected to (i) materially jeopardize the attorney-client privilege or work product protection or (ii) violate any applicable 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, all Shares owned by such Stockholder, or over which such Stockholder has voting control, from time to time and at all times, in whatever manner as shall be necessary to ensure that at each any annual or special meeting of stockholders of the Company or action by written consent at which an election of directors is held or pursuant are to any written consent be elected, subject to the fulfillment of the stockholdersrequirements set forth in Section 2(b), nominate the Investor Designees (other than any Investor Board Observers) for election to the Board and use all reasonable efforts to cause such Investor Designees to be elected as directors. In connection therewith, the following persons Board shall be elected to recommend that the Board: (a) At each election holders of directors 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 manner in which the holders of shares of Series A/B/D Preferred Stock are entitled to elect Company supports the Series A/B/D Preferred Director, one (1) individual designated by the holders of at least a majority of the shares of Series A/B/D Preferred Stock, voting together as a separate class and on an as-converted basis, which individual shall initially be Xxxxxx Xxxxxxx;Board’s other nominees. (b) At Any Investor Designee shall be subject to the Company’s corporate governance guidelines, code of business conduct and ethics and confidentiality and trading policies and guidelines, in each election case as in effect and generally applicable to all Board members from time to time. The Investor shall notify the Company of directors any proposed Investor Designee in writing no later than the latest date on which stockholders of the holders of shares of Series C Preferred StockCompany may make nominations to the Board in accordance with the Bylaws, voting together as a separate class, are entitled with all information concerning such nominee required to elect be delivered to the Series C Preferred Director, one (1) individual designated Company by the holders of at least a majority Bylaws and such other information reasonably requested by the Company; provided that in each such case, all such information is generally required to be delivered to the Company by the other outside directors of the shares of Series C Preferred StockCompany (the “Nominee Disclosure Information”); provided, voting together further that in the event the Investor fails to provide any such notice, the Investor Designees shall be the persons then serving as a separate class, which individual shall initially be Xxxxx Xxxxx;the Investor Designees as long as the Investor provides the Nominee Disclosure Information to the Company promptly upon request by the Company. (c) At each election of directors In the event that there is a vacancy in which the holders of shares of Common Stock are entitled to elect three (3) members of any Investor Designee’s seat on the Board, three (3) individuals as follows: (i) Each of Xxxxx Xxxxxxxxxxxx and Xxxxxx Xxxxxx (eachwhether due to death, an “Active Founder” anddisability, collectivelyresignation, failure to be elected, removal or any other cause, the “Active Founders”) for so long as he: (i) remains Board will promptly elect to the Board a full-time employee of the Company and (ii) holds, together with any Key Holder Trust (as defined in that certain Sixth Amended and Restated Right of First Refusal and Co-Sale Agreement, dated as of the date hereof, by and among the Company and the other parties thereto) established by such Active Founder (each such Key Holder Trust, an “AF Trust”), at least 20% of the Shares held collectively by such Active Founder and his AF Trust(s), if any, as of the date hereof (the “Threshold Shares”), except that if any Active Founder declines, is unable to serve, is no longer a full-time employee of the Company or, together with such Active Founder’s AF Trust, if any, no longer holds the Threshold Shares, such Active Founder’s successor shall be director designated by the holders of at least a majority Investor, subject to the fulfillment of the requirements set forth in Section 2(a), to fill the resulting vacancy, and such individual shall then be deemed an Investor Designee for all purposes under this Agreement. (d) So long as the Investor is exercising its right to have an Investor Designee to the Board, the Investor shall, and shall (to the extent necessary to comply with this Section 2(d)) cause its affiliates that hold shares of Common Stock, voting together as a separate class; provided that if any Active Founder serving as a director pursuant to this section ceases to serve as a full-time employee at each meeting of the stockholders of the Company and/orand at every postponement or adjournment thereof, together to vote, withhold or abstain with such Active Founder’s AF Trust(s), if any, no longer holds the Threshold Shares, each of the Stockholders shall promptly vote their respective Shares respect to remove such Active Founder from the Board following such time as such Active Founder is no longer a full-time employee of the Company and/or no longer holds, together with such Active Founder’s AF Trust(s), if any, the Threshold Shares if such Active Founder has not resigned as a member of the Board; (ii) One individual designated by the holders of at least a majority all of the shares of Common Stock (beneficially owned by such Investor and entitled to vote at such meeting of stockholders with respect to the election of any director nominee that is not an Investor Designee in the same proportion as the stockholders of the Company other than the Investor vote, withhold or abstain with respect to each such director nominee; provided, that such director nominee complies with the requirements applicable to Investor Designees set forth in Section 2(e) below, mutatis mutandis. In furtherance of the foregoing, Investor shall, and shall (to the extent necessary to comply with this Section 2(d)) cause its affiliates that hold shares of Common Stock issued to, be present, in person or issuable upon conversion of Preferred Stock)by proxy, voting together as a separate class, that is reasonably acceptable to at least one all meetings of the Active Founders, which individual shall initially be Xxxxx Xxxxxx; provided that if any Active Founder cease to serve as a full-time employee stockholders of the Company and/or no longer holds, together with so that all shares of Common Stock beneficially owned by the Investor and entitled to vote at such Active Founder’s AF Trust, meeting of stockholders may be counted for the Threshold Shares, then purposes of determining the director designated presence of a quorum and voted in accordance with this Section 1.2(d)(ii2(d) need not at such meetings (including at any adjournments or postponements thereof). (e) The Company’s obligations to have any Investor Designee appointed to the Board or nominate and recommend any Investor Designee for election as a director at any meeting of the Company’s stockholders pursuant to this Section 2 shall be acceptable subject to such Active Founder; (d) At each election Investor Designee’s satisfaction of directors in which the holders of shares of Common Stock and Preferred Stock, voting together all requirements regarding service as a single class, are entitled to elect a member director of the Board, one (1) individual who shall be mutually acceptable to (i) the Active Founders who are then serving Company under applicable Law and stock exchange rules regarding service as full-time employees a director of the Company and (ii) all other criteria and qualifications for service as a director applicable to all directors of the individuals designated as Board members pursuant Company. The Investor Parties will cause any Investor Designee to Sections 1.2(a), 1.2(b) and 1.2(c) above, and which individual shall initially be Xxxxxxx Xxxxxxx; provided that, in the event that Xxxxxxx Xxxxxxx resigns or is removed from nominated for election to the Board to make himself or herself reasonably available for any reason, his replacement interviews and to consent to such reference and background checks or other investigations as the Board may reasonably request to determine such Investor Designee’s eligibility and qualification to serve as a director shall be mutually acceptable to the (i) Active Founders who are then serving as full-time employees of the Company, (ii) individuals designated as Board members pursuant in each case consistent with the requirements with respect to Sections 1.2(a), 1.2(b) and 1.2(c) above and (iii) holders of at least a majority all directors of the shares of Series E Preferred Stock, voting together as a separate class. To the extent that any of clauses (a) through (d) above shall not be applicable, any member of the Board who would otherwise have been designated in accordance with the terms thereof shall instead be voted upon by all the stockholders of the Company entitled to vote thereon in accordance with, and pursuant to, the Restated Charter. For purposes of this Agreement, an individual, firm, corporation, partnership, association, limited liability company, trust or any other entity (collectively, a “Person”) shall be deemed an “Affiliate” of another Person who, directly or indirectly, controls, is controlled by or is under common control with such Person, including, without limitation, any general partner, managing member, officer or director of such Person or any venture capital fund now or hereafter existing that is controlled by one or more general partners or managing members of, or shares the same management company with, such PersonCompany.

Board Composition. Each Stockholder agrees to vote(a) From and after the date hereof, or cause and until the provisions of this Section 2 cease to be votedeffective, each Securityholder and Institutional Investor shall vote all of its Common Stock, Investor Shares owned by such Stockholder, or and other voting securities of the Company over which such Stockholder holder has voting controlcontrol ("Subject Securities") and shall take all other necessary or desirable actions within its control (in its capacity as a securityholder or stockholder and, from time subject to time and at all timesany fiduciary obligation owed by such Securityholder or Institutional Investor to the Company, in whatever manner its capacity as shall be necessary to ensure that at each annual a director, member of a board committee or special meeting of stockholders at which an election of directors is held or pursuant to any written consent officer of the stockholdersCompany or otherwise, and including, without limitation, attendance at meetings in person or by proxy for purposes of obtaining a quorum and execution of written consents in lieu of meetings), and the Company shall take all necessary or desirable actions within its control (including, without limitation, calling special Board and stockholder meetings), so that the following persons shall occur: (i) subject to the limitations contained in Section 2(a)(vi), there shall be elected to the Board: Board such number of representatives designated by Required Investor Approval as are necessary to result in the percentage representation by Investor Designees on the Board equaling at least the Institutional Investors' percentage ownership of outstanding Common Stock of the Company arising out of their record ownership of (ax) At each election Preferred Shares (assuming the conversion of directors in which the holders all outstanding shares of Series B Preferred and Series C Preferred) and (y) shares of Common Stock that have been issued on conversion of shares of Series A/B/D B Preferred Stock are entitled and Series C Preferred; provided, subject to elect the Series A/B/D Preferred Directorlimitations contained in Section 2(a)(vi), one in no event shall the initial number of Investor Designees to the Board be less than two (1) individual designated by the holders of at least a majority of the shares of Series A/B/D Preferred Stock, voting together as a separate class and on an as-converted basis, which individual shall initially be Xxxxxx Xxxxxxx2); (bii) At the governing body of each election of directors in which the holders of shares of Series C Preferred Stock, voting together as Company's Subsidiaries (each a separate class, are entitled to elect the Series C Preferred Director, one (1"Sub Board") individual designated by the holders of shall have at least a majority of the shares of Series C Preferred Stock, voting together as a separate class, which individual shall initially be Xxxxx Xxxxxone Investor Designee; (ciii) At each election of directors in which the holders of shares of Common Stock are entitled to elect three (3) members any committees of the Board, three Board or a Sub Board (3to the extent not yet created) individuals as follows:shall be created only upon Required Board Approval and each committee shall have at least one Investor Designee; (iiv) Each the removal from the Board or a Sub Board or any committee thereof without cause of Xxxxx Xxxxxxxxxxxx and Xxxxxx Xxxxxx (each, an “Active Founder” and, collectively, the “Active Founders”) for so long as he: (i) remains a full-time employee of the Company and (ii) holds, together with any Key Holder Trust (as defined in that certain Sixth Amended and Restated Right of First Refusal and Co-Sale Agreement, dated as of the date hereof, by and among the Company and the other parties thereto) established by such Active Founder (each such Key Holder Trust, an “AF Trust”), at least 20% of the Shares held collectively by such Active Founder and his AF Trust(s), if any, as of the date hereof (the “Threshold Shares”), except that if any Active Founder declines, is unable to serve, is no longer a full-time employee of the Company or, together with such Active Founder’s AF Trust, if any, no longer holds the Threshold Shares, such Active Founder’s successor Investor Designee shall be designated by conditional on the holders of at least a majority of Required Investor Approval; (v) in the shares of Common Stock, voting together as a separate class; provided event that if any Active Founder serving as a director pursuant to this section Investor Designee ceases to serve as a full-time employee member of the Board or a Sub Board or any committee thereof during his term of office, the resulting vacancy on the Board or the Sub Board, and on each committee thereof, shall be filled by an Investor Designee; (vi) notwithstanding the provisions of Section 2(a)(i), the number of Investor Designees on the Board shall not exceed the whole number obtained by multiplying (A) the Institutional Investors' percentage ownership of outstanding Common Stock of the Company and/or, together with such Active Founder’s AF Trust(s), if any, no longer holds arising out of their record ownership of (x) Preferred Shares (assuming the Threshold Shares, each conversion of the Stockholders shall promptly vote their respective Shares to remove such Active Founder from the Board following such time as such Active Founder is no longer a full-time employee of the Company and/or no longer holds, together with such Active Founder’s AF Trust(s), if any, the Threshold Shares if such Active Founder has not resigned as a member of the Board; all outstanding Series B Preferred and Series C Preferred) and (iiy) One individual designated by the holders of at least a majority of the shares of Common Stock (other than shares of Common Stock that have been issued or issuable upon on conversion of Preferred Stock), voting together as a separate class, that is reasonably acceptable to at least one of the Active Founders, which individual shall initially be Xxxxx Xxxxxx; provided that if any Active Founder cease to serve as a full-time employee of the Company and/or no longer holds, together with such Active Founder’s AF Trust, the Threshold Shares, then the director designated in accordance with this Section 1.2(d)(ii) need not be acceptable to such Active Founder; (d) At each election of directors in which the holders of shares of Common Stock Series B Preferred and Series C Preferred Stockby (B) the total number of directors on the Board (it being understood that for purposes of determining the whole number, voting together as a single class, are entitled any decimal beginning with 0-4 shall be rounded down to elect a member the nearest whole number and any decimal beginning with 5-9 shall be rounded up to the nearest whole number); and (vii) in no event shall the number of directors on the Board be less than seven (7). (b) The Company shall pay the reasonable out-of-pocket expenses incurred by each director in connection with attending (i) the meetings of the Board, one any Sub Board and any committee thereof and (1ii) individual who any other meetings at the request of any Company or any of its Subsidiaries. So long as any Investor Designee serves on the Board or a Sub Board and for six years thereafter, the Company shall be mutually acceptable to (i) maintain directors and officers indemnity insurance coverage as currently in place or as otherwise approved by the Active Founders who are then serving as full-time employees Required Investor Approval, and the constituent documents of the Company and each of its Subsidiaries, as appropriate, shall provide for indemnification and exculpation of directors to the fullest extent permitted under applicable law. (iic) the individuals designated as Board members If any party or parties fail(s) (but is otherwise entitled) to designate a representative to fill a directorship pursuant to Sections 1.2(a)the terms of this Section 2, 1.2(b) and 1.2(c) above, and which the election of an individual shall initially be Xxxxxxx Xxxxxxx; provided that, in the event that Xxxxxxx Xxxxxxx resigns or is removed from the Board for any reason, his replacement director to such directorship shall be mutually acceptable to the (i) Active Founders who are then serving as full-time employees of the Company, (ii) individuals designated as Board members pursuant to Sections 1.2(a), 1.2(b) and 1.2(c) above and (iii) holders of at least a majority of the shares of Series E Preferred Stock, voting together as a separate class. To the extent that any of clauses (a) through (d) above shall not be applicable, any member of the Board who would otherwise have been designated accomplished in accordance with the terms thereof Company's or the applicable Subsidiary's constituent documents and applicable law; provided that the parties shall instead be voted upon by take all necessary actions to remove such individual if the stockholders of the Company entitled party or parties which failed (and are otherwise entitled) to vote thereon in accordance with, and pursuant to, the Restated Charter. For purposes of this Agreement, an individual, firm, corporation, partnership, association, limited liability company, trust or any other entity (collectively, a “Person”) shall be deemed an “Affiliate” of another Person who, directly or indirectly, controls, is controlled by or is under common control with designate such Person, including, without limitation, any general partner, managing member, officer or director of such Person or any venture capital fund now or hereafter existing that is controlled by one or more general partners or managing members of, or shares the same management company with, such Personso directs.

Board Composition. Each Stockholder agrees to vote, or cause to be voted, all Shares owned by such Stockholder, or over which such Stockholder has voting control, from time to time and at all times, in whatever manner as shall be necessary to ensure that at each annual or special meeting of stockholders at which an election of directors is held or pursuant to any written consent of the stockholders, the following persons individuals shall be elected to the BoardBoard upon the following terms and conditions: (a) At each election of directors in which the holders of for so long as CII and/or any Permitted CII Transferee hold any shares of Series A/B/D A Preferred Stock, one (1) individual designated by CII, which individual shall initially be Xxxxx Xxxxxxx, as a Series A Director under and as defined by the Certificate; (b) for so long as any shares of Series Seed Preferred Stock are entitled to elect the Series A/B/D Preferred Directorremain outstanding, one (1) individual designated by the holders of at least a majority of the shares Series Seed Preferred Stock of Series A/B/D Preferred Stockthe Company, voting together as a separate class and on an as-converted basisto Common Stock basis and as a single class, at each meeting or pursuant to each consent of the Corporation’s stockholders for the election of directors, which individual shall initially be Xxxxxx Xxxxxxx; (b) At each election of directors in which the holders of shares of Series C Preferred Stock, voting together as a separate class, are entitled to elect the Series C Preferred Director, one (1) individual designated by the holders of at least a majority of the shares of Series C Preferred Stock, voting together as a separate class, which individual shall initially be Xxxxx Xxxx Xxxxx; (c) At each election of directors in which the holders of shares of Common Stock are entitled to elect three Company’s then serving Chief Executive Officer (3) members of the Board, three (3) individuals as follows: (i) Each of Xxxxx Xxxxxxxxxxxx and Xxxxxx Xxxxxx (each, an “Active Founder” and, collectively, the “Active Founders”) for so long as he: (i) remains a full-time employee of the Company and (ii) holds, together with any Key Holder Trust (as defined in that certain Sixth Amended and Restated Right of First Refusal and Co-Sale Agreement, dated as of the date hereof, by and among the Company and the other parties thereto) established by such Active Founder (each such Key Holder Trust, an “AF TrustCEO Director”), at least 20% of the Shares held collectively by such Active Founder and his AF Trust(s), if any, as of the date hereof (the “Threshold Shares”), except that if any Active Founder declines, is unable to serve, is no longer a full-time employee of the Company or, together with such Active Founder’s AF Trust, if any, no longer holds the Threshold Shares, such Active Founder’s successor shall be designated by the holders of at least a majority of the shares of Common Stock, voting together as a separate class; provided that if for any Active Founder serving as a director pursuant to this section ceases reason the CEO Director shall cease to serve as a full-time employee the Chief Executive Officer of the Company and/or, together with such Active Founder’s AF Trust(s), if any, no longer holds the Threshold SharesCompany, each of the Stockholders shall promptly vote their respective Shares (i) to remove such Active Founder the former Chief Executive Officer from the Board following such time as such Active Founder is no longer a full-time employee of the Company and/or no longer holds, together with such Active Founder’s AF Trust(s), if any, the Threshold Shares if such Active Founder individual has not resigned as a member of the BoardBoard and (ii) to elect such individual’s replacement as Chief Executive Officer of the Company as the new CEO Director; (iid) One one (1) individual, who shall not be affiliated with or employed by the Company or any holder of Preferred Stock (an “Independent Director”), jointly elected by (a) the holders of at least seventy five percent (75%) of the outstanding shares of Series A Preferred Stock and (b) the holders of at least seventy five percent (75%) of the outstanding shares of Common Stock, each voting as a separate class, which individual shall initially be Xxxx Xxxxxxxxx; (e) for so long as the Founder holds any shares of Common Stock, one (1) director, designated by the Founder, which individual shall initially be Xxxxxx Xxxxxxxx; provided, however, that, if the Founder no longer holds any Common Stock, such director shall be designated by the holders of at least a majority of the outstanding shares of Common Stock (other than shares of Common Stock issued or issuable upon conversion of Preferred Stock), voting together as a separate class, that is reasonably acceptable to at least one of the Active Founders, which individual shall initially be Xxxxx Xxxxxx; provided that if any Active Founder cease to serve as a full-time employee of the Company and/or no longer holds, together with such Active Founder’s AF Trust, the Threshold Shares, then the director designated in accordance with this Section 1.2(d)(ii) need not be acceptable to such Active Founder; (d) At each election of directors in which the holders of shares of Common Stock and Preferred Stock, voting together as a single class, are entitled to elect a member of the Board, one (1) individual who shall be mutually acceptable to (i) the Active Founders who are then serving as full-time employees of the Company and (ii) the individuals designated as Board members pursuant to Sections 1.2(a), 1.2(b) and 1.2(c) above, and which individual shall initially be Xxxxxxx Xxxxxxx; provided that, in the event that Xxxxxxx Xxxxxxx resigns or is removed from the Board for any reason, his replacement director shall be mutually acceptable to the (i) Active Founders who are then serving as full-time employees of the Company, (ii) individuals designated as Board members pursuant to Sections 1.2(a), 1.2(b) and 1.2(c) above and (iii) holders of at least a majority of the shares of Series E Preferred Stock, voting together as a separate class. To the extent that any of clauses (a) through (de) above shall not be applicable, any member of the Board who would otherwise have been designated in accordance with the terms thereof shall instead be voted upon by all the stockholders of the Company entitled to vote thereon in accordance with, and pursuant to, the Restated CharterCertificate. For purposes In the absence of this Agreementany designation from the Persons or groups with the right to designate a director as specified above, an individual, firm, corporation, partnership, association, limited liability company, trust or any other entity (collectively, a “Person”) the director previously designated by them and then serving shall be deemed an “Affiliate” of another Person who, directly or indirectly, controls, is controlled by or is under common control with such Person, including, without limitation, any general partner, managing member, officer or director of such Person or any venture capital fund now or hereafter existing that is controlled by one or more general partners or managing members of, or shares the same management company with, such Personreelected if still eligible to serve as provided herein.

Board Composition. (i) Each Stockholder agrees to vote, or cause to be voted, all Shares owned by such Stockholder, or over which such Stockholder has voting control, from time to time and at all times, in whatever manner as shall be necessary to ensure that at each annual or special meeting of stockholders at which an election of directors is held or pursuant to any written consent of the stockholders, the following persons shall be elected to the Board: (a) At each election of directors in which the holders of The first Preferred Director shall be designated by Fall Line Endurance Fund, LP (“Fall Line”) for so long as such Stockholder and its Affiliates continue to own any shares of Series A/B/D Preferred Stock are entitled to elect the Series A/B/D Preferred Director, one (1) individual designated by the holders of at least a majority of the shares of Series A/B/D Preferred Stock, voting together as a separate class and on an as-converted basis, which individual shall initially be Xxxxxx Xxxxxxx;Exxx X’Xxxxx. (b) At each election of directors in which the holders of The second Preferred Director shall be designated by S2G Builders Food & Agriculture Fund III, L.P. (“S2G”) for so long as such Stockholder and its Affiliates continue to own any shares of Series C Preferred Stock, voting together as a separate class, are entitled to elect the Series C Preferred Director, one (1) individual designated by the holders of at least a majority of the shares of Series C Preferred Stock, voting together as a separate class, which individual shall initially be Xxxxx Xxxxx;Mxxxxxx Xxxxxx. (c) At each election of directors in which Fall Line and S2G, by mutual agreement, shall designate the holders of shares of Common Stock are entitled Person with the right to elect three designate the third Preferred Director pursuant to this Agreement (3) members of the Board, three (3) individuals as follows: (i) Each of Xxxxx Xxxxxxxxxxxx and Xxxxxx Xxxxxx (each, an “Active Founder” and, collectively, the “Active Founders”) for so long as he: (i) remains a full-time employee of the Company and (ii) holds, together with any Key Holder Trust (as defined in that certain Sixth Amended and Restated Right of First Refusal and Co-Sale Agreement, dated as of the date hereof, by and among the Company and the other parties thereto) established by such Active Founder (each such Key Holder Trust, an “AF TrustDesignating Party”), at least 20% of the Shares held collectively by such Active Founder and his AF Trust(s), if any, as of the date hereof (the “Threshold Shares”), except that if any Active Founder declines, is unable to serve, is no longer a full-time employee of the Company or, together with such Active Founder’s AF Trust, if any, no longer holds the Threshold Shares, such Active Founder’s successor shall be designated by the holders of at least a majority of the shares of Common Stock, voting together as a separate class; provided that if any Active Founder serving as not then a director pursuant party to this section ceases agreement the Designating Party shall execute a counterpart signature page hereto and be bound by the provisions herein, including for the avoidance of doubt Section 1.6. The Designating Party may be replaced by mutual agreement of Fall Line and S2G. There shall initially be a vacancy for the third Preferred Director. (d) The CEO Director initially be Axxxxx Xxxxx, provided that if for any reason the CEO Director shall cease to serve as a full-time employee the Chief Executive Officer of the Company and/or, together with such Active Founder’s AF Trust(s), if any, no longer holds the Threshold SharesCompany, each of the Stockholders shall promptly vote their respective Shares (i) to remove such Active Founder the former Chief Executive Officer from the Board following such time as such Active Founder is no longer a full-time employee of the Company and/or no longer holds, together with such Active Founder’s AF Trust(s), if any, the Threshold Shares if such Active Founder person has not resigned as a member of the Board; Board and (ii) One to elect as such person’s replacement as the new CEO Director the individual approved by the Board as the replacement Chief Executive Officer. (e) The Independent Director shall initially be a person designated by the Board; provided, that, if for any reason such designee is no longer serving on the Board, or the Noteholder Majority otherwise requests the removal of such individual for any reason, or no reason, each of the Stockholders shall promptly vote their respective shares to remove such individual and elect as such person’s replacement the individual designated in writing by the holders of at least a majority of the shares of Common Stock (other than shares of Common Stock issued or issuable upon conversion of Preferred Stock), voting together as a separate class, that is reasonably acceptable to at least one aggregate principal amount of the Active Founders, which individual shall initially be Xxxxx Xxxxxx; provided that if any Active Founder cease to serve as a full-time employee of Notes (the Company and/or no longer holds, together with such Active Founder’s AF Trust, the Threshold Shares, then the director designated in accordance with this Section 1.2(d)(ii) need not be acceptable to such Active Founder; (d) At each election of directors in which the holders of shares of Common Stock and Preferred Stock, voting together as a single class, are entitled to elect a member of the Board, one (1) individual who shall be mutually acceptable to (i) the Active Founders who are then serving as full-time employees of the Company and (ii) the individuals designated as Board members pursuant to Sections 1.2(a“Noteholder Majority”), 1.2(b) and 1.2(c) above, and which individual shall initially be Xxxxxxx Xxxxxxx; provided that, in the event that Xxxxxxx Xxxxxxx resigns or is removed from the Board for any reason, his replacement director shall be mutually acceptable to the (i) Active Founders who are then serving as full-time employees of the Company, (ii) individuals designated as Board members pursuant to Sections 1.2(a), 1.2(b) and 1.2(c) above and (iii) holders of at least a majority of the shares of Series E Preferred Stock, voting together as a separate class. To the extent that any of clauses (i) (a) through (de) above shall not be applicable, any member of the Board who would otherwise have been designated in accordance with the terms thereof shall instead be voted upon by all the stockholders of the Company entitled to vote thereon in accordance with, and pursuant to, the Company’s Restated CharterCertificate. For purposes of this Agreement, an individual, firm, corporation, partnership, association, limited liability company, trust or any other entity (collectively, a “Person”) shall be deemed an “Affiliate” of another Person who, directly or indirectly, controls, is controlled by or is under common control with such Person, including, without limitation, any general partner, managing member, officer or director of such Person or any venture capital fund now or hereafter existing that is controlled by one or more general partners or managing members of, or shares the same management company with, such Person.

Board Composition. (a) For so long as the Bioverda Parties and their Affiliates own beneficially Shares representing not less than 32.5% of the outstanding Common Stock of the Company, the Bioverda Parties shall have a right to designate four individuals to be nominated by the board of directors of the Company for election as directors of the Company (the “Bioverda Nominees”). (b) For so long as Wilon Holdings S.A. and its Affiliates own beneficially Shares representing not less than 2.5% of the outstanding Common Stock of the Company, Wilon Holdings S.A. shall have a right to designate one individual to be nominated by the board of directors of the Company for election as a director of the Company (the “Wilon Nominee”). (c) During the applicable periods described in paragraphs (a) and (b), the Company shall cause each of the Bioverda Nominees and the Wilon Nominee (collectively, the “Nominees”) to be nominated for election as directors of the Company at each meeting of shareholders at which an election of directors is held; and shall solicit proxies for the election of the Nominees at all such meetings, recommend that the shareholders of the Company vote for the election of each such Nominee to the board of directors, and include such information about the Nominees in the Company’s proxy statement and other solicitation materials relating to the election of directors as is required under the Exchange Act and Applicable Law. (d) At the request of the Party entitled to designate a Nominee under this Section 3, the Company shall call a special meeting of shareholders for the purpose of electing directors, including to fill a vacancy on the board created by the resignation, removal or death of a Nominee who previously had been elected as a director. (e) Each Stockholder Shareholder agrees to vote, or cause to be voted, all Shares owned by such Stockholderhim, her or it, or over which such Stockholder he, she or it has voting control, from time to time and at all times, in whatever manner as shall be necessary to ensure that favor of the Nominees at each annual or special meeting of stockholders shareholders at which an election of directors is held or pursuant held, and otherwise to any written consent of take all Necessary Action to cause the stockholders, the following persons shall be elected to the Board: (a) At each election board of directors in which the holders of shares of Series A/B/D Preferred Stock are entitled to elect the Series A/B/D Preferred Director, one (1) individual designated by the holders of at least a majority of the shares of Series A/B/D Preferred Stock, voting together as a separate class and on an as-converted basis, which individual shall initially be Xxxxxx Xxxxxxx; (b) At each election of directors in which the holders of shares of Series C Preferred Stock, voting together as a separate class, are entitled to elect the Series C Preferred Director, one (1) individual designated by the holders of at least a majority of the shares of Series C Preferred Stock, voting together as a separate class, which individual shall initially be Xxxxx Xxxxx; (c) At each election of directors in which the holders of shares of Common Stock are entitled to elect three (3) members of the Board, three (3) individuals as follows: (i) Each of Xxxxx Xxxxxxxxxxxx and Xxxxxx Xxxxxx (each, an “Active Founder” and, collectively, the “Active Founders”) for so long as he: (i) remains a full-time employee of the Company and (ii) holds, together with any Key Holder Trust (as defined in that certain Sixth Amended and Restated Right of First Refusal and Co-Sale Agreement, dated as to be comprised of the date hereof, by and among the Company and the other parties thereto) established by such Active Founder (each such Key Holder Trust, an “AF Trust”), at least 20% of the Shares held collectively by such Active Founder and his AF Trust(s), if any, as of the date hereof (the “Threshold Shares”), except that if any Active Founder declines, is unable to serve, is no longer a full-time employee of the Company or, together with such Active Founder’s AF Trust, if any, no longer holds the Threshold Shares, such Active Founder’s successor shall be designated by the holders of at least a majority of the shares of Common Stock, voting together as a separate class; provided that if any Active Founder serving as a director pursuant to this section ceases to serve as a full-time employee of the Company and/or, together with such Active Founder’s AF Trust(s), if any, no longer holds the Threshold Shares, each of the Stockholders shall promptly vote their respective Shares to remove such Active Founder from the Board following such time as such Active Founder is no longer a full-time employee of the Company and/or no longer holds, together with such Active Founder’s AF Trust(s), if any, the Threshold Shares if such Active Founder has not resigned as a member of the Board; (ii) One individual designated by the holders of at least a majority of the shares of Common Stock (other than shares of Common Stock issued or issuable upon conversion of Preferred Stock), voting together as a separate class, that is reasonably acceptable to at least one of the Active Founders, which individual shall initially be Xxxxx Xxxxxx; provided that if any Active Founder cease to serve as a full-time employee of the Company and/or no longer holds, together with such Active Founder’s AF Trust, the Threshold Shares, then the director designated in accordance with this Section 1.2(d)(ii) need not be acceptable to such Active Founder; (d) At each election of directors in which the holders of shares of Common Stock and Preferred Stock, voting together as a single class, are entitled to elect a member of the Board, one (1) individual who shall be mutually acceptable to (i) the Active Founders who are then serving as full-time employees of the Company and (ii) the individuals designated as Board members pursuant to Sections 1.2(a), 1.2(b) and 1.2(c) above, and which individual shall initially be Xxxxxxx Xxxxxxx; provided that, in the event that Xxxxxxx Xxxxxxx resigns or is removed from the Board for any reason, his replacement director shall be mutually acceptable to the (i) Active Founders who are then serving as full-time employees of the Company, (ii) individuals designated as Board members pursuant to Sections 1.2(a), 1.2(b) and 1.2(c) above and (iii) holders of at least a majority of the shares of Series E Preferred Stock, voting together as a separate class. To the extent that any of clauses (a) through (d) above shall not be applicable, any member of the Board who would otherwise have been designated in accordance with the terms thereof shall instead be voted upon by all the stockholders of the Company entitled to vote thereon in accordance with, and pursuant to, the Restated Charter. For purposes of this Agreement, an individual, firm, corporation, partnership, association, limited liability company, trust or any other entity (collectively, a “Person”) shall be deemed an “Affiliate” of another Person who, directly or indirectly, controls, is controlled by or is under common control with such Person, including, without limitation, any general partner, managing member, officer or director of such Person or any venture capital fund now or hereafter existing that is controlled by one or more general partners or managing members of, or shares the same management company with, such PersonNominees.

Board Composition. Each Stockholder The Controlling Stockholders, each of the Investors, and the Company agrees that until the Company has successfully completed a Listing, Bay Peak, LLC, a California limited liability company (“Bay Peak”) shall have the right to vote, or cause to be voted, all Shares owned by such Stockholder, or over which such Stockholder has voting control, from time to time and at all times, in whatever manner as shall be necessary to ensure that at each annual or special meeting nominate one (1) member of stockholders at which an election the board of directors is held or pursuant to any written consent of the stockholders, Company (the following persons shall be elected to “Investor Nominee”) in accordance with the Boardfollowing: (a) At each election of directors in which The Company agrees to take all such action as is necessary to appoint the holders of shares of Series A/B/D Preferred Stock are entitled to elect the Series A/B/D Preferred DirectorInvestor Nominee, one (1) individual designated by the holders of at least a majority of the shares of Series A/B/D Preferred Stock, voting together as a separate class and on an as-converted basis, which individual who shall initially be Xxxxxx Xxxx Xxxxxxx; (b) At each election , to the board of directors in which the holders of shares of Series C Preferred Stock, voting together as a separate class, are entitled to elect the Series C Preferred Director, one (1) individual designated by the holders of at least a majority of the shares of Series C Preferred Stock, voting together as a separate class, which individual shall initially be Xxxxx Xxxxx; (c) At each election of directors in which the holders of shares of Common Stock are entitled to elect three (3) members of the Board, three (3) individuals as follows: (i) Each of Xxxxx Xxxxxxxxxxxx and Xxxxxx Xxxxxx (each, an “Active Founder” and, collectively, the “Active Founders”) for so long as he: (i) remains a full-time employee of the Company and (ii) holds, together with any Key Holder Trust (as defined in that certain Sixth Amended and Restated Right of First Refusal and Co-Sale Agreement, dated as of the date hereof. (b) The Controlling Stockholders and the Investors hereby agree to vote all shares of voting securities of the Company over which they have voting control, whether owned directly or indirectly and whether now held or hereafter acquired, affirmatively for such Investor Nominee and shall not act to remove or replace such Investor Nominee during the term of this Section 10. (c) From time to time during the term of this Section 10, Bay Peak, in its sole discretion, may notify the Company, the Controlling Stockholders, and the Investors in writing of an intention to remove the then current Investor Nominee from the board of directors of the Company and/or to select a new Investor Nominee to the board of directors of the Company. In the event of such an initiation of a removal or selection of an Investor Nominee under this Section 10, the Company shall take such actions as are necessary to facilitate such removals or election, including, without limitation, soliciting the votes of the appropriate stockholders. The Controlling Stockholders and the Investors shall vote all shares of voting securities of the Company over which they have voting control, whether owned directly or indirectly and whether now held or hereafter acquired to cause: (a) the removal from the Company’s board of directors of the Investor Nominee so designated for removal and (b) the election to the Company’s board of directors of any new Investor Nominee so designated. (d) None of the parties hereto and no officer, director, stockholder, partner, employee or agent of any party makes any representation or warranty as to the fitness or competence of the Investor Nominee to serve on the Company’s board of directors by virtue of such party’s execution of this Side Letter or by the act of such party in voting for such nominee pursuant to this Side Letter. (e) Notwithstanding the other transfer restrictions described herein, the Controlling Stockholders shall not sell, assign, or otherwise transfer shares of Common Stock in the Company, unless the transferee of such shares agrees to the obligations of such Controlling Stockholder set forth in this Side Letter. (f) Notwithstanding anything herein to the contrary, the Investor Nominee may be removed by the stockholders of the Company for cause in accordance with Nevada corporate law; provided that a replacement Investor Nominee will then be appointed by Bay Peak in accordance with the provisions of this Section 10. (g) Each of the Controlling Stockholders and among the Investors hereby constitutes and appoints the Investor Nominee with full power of substitution, as its proxies to represent and to vote all of such party’s shares of Common Stock in accordance with the terms and provisions of this Side Letter, if and only if the party (i) fails to vote or (ii) attempts to vote (whether by proxy, in person or by written consent) in a manner that is inconsistent with the terms of this Side Letter. The proxy granted pursuant to the immediately preceding sentence is given in consideration of the agreements and covenants of the Company and the other parties thereto) established hereto in connection with the transactions contemplated by such Active Founder (each such Key Holder Trustthis Side Letter and, as such, is coupled with an “AF Trust”), at least 20% interest and shall be irrevocable unless and until this Section 10 terminates or expires pursuant to its terms. Each of the Shares held collectively by such Active Founder Controlling Stockholders and his AF Trust(s)the Investors revokes any and all previous proxies with respect to the shares of Common Stock and shall not hereafter, if anyunless and until this Section 10 terminates or expires, as grant any other proxy or power of the date hereof (the “Threshold Shares”), except that if attorney with respect to any Active Founder declines, is unable to serve, is no longer a full-time employee of the Company or, together with such Active Founder’s AF Trust, if any, no longer holds the Threshold Shares, such Active Founder’s successor shall be designated by the holders of at least a majority of the shares of Common Stock, voting together as a separate class; provided that if deposit any Active Founder serving as a director pursuant to this section ceases to serve as a full-time employee of the Company and/or, together with such Active Founder’s AF Trust(s), if any, no longer holds the Threshold Shares, each of the Stockholders shall promptly vote their respective Shares to remove such Active Founder from the Board following such time as such Active Founder is no longer a full-time employee of the Company and/or no longer holds, together with such Active Founder’s AF Trust(s), if any, the Threshold Shares if such Active Founder has not resigned as a member of the Board; (ii) One individual designated by the holders of at least a majority of the shares of Common Stock into a voting trust or enter into any agreement (other than shares of Common Stock issued or issuable upon conversion of Preferred Stockthis Side Letter), arrangement or understanding with any person to vote, grant any proxy or give instructions with respect to the voting together as a separate class, that is reasonably acceptable to at least one of any of the Active Founders, which individual shall initially be Xxxxx Xxxxxx; provided that if any Active Founder cease to serve as a full-time employee of the Company and/or no longer holds, together with such Active Founder’s AF Trust, the Threshold Shares, then in each case, with respect to the director designated matters set forth herein. (h) The rights provided in accordance with this Section 1.2(d)(ii) need not be acceptable to such Active Founder; (d) At each election of directors 10 shall terminate and the terms provided in which the holders of shares of Common Stock and Preferred Stock, voting together as a single class, are entitled to elect a member of the Board, one (1) individual who shall be mutually acceptable to (i) the Active Founders who are then serving as full-time employees of the Company and (ii) the individuals designated as Board members pursuant to Sections 1.2(a), 1.2(b) and 1.2(c) above, and which individual shall initially be Xxxxxxx Xxxxxxx; provided that, in the event that Xxxxxxx Xxxxxxx resigns or is removed from the Board for any reason, his replacement director shall be mutually acceptable to the (i) Active Founders who are then serving as full-time employees of the Company, (ii) individuals designated as Board members pursuant to Sections 1.2(a), 1.2(b) and 1.2(c) above and (iii) holders of at least a majority of the shares of Series E Preferred Stock, voting together as a separate class. To the extent that any of clauses (a) through (d) above this Section 10 shall not be applicable, any member of the Board who would otherwise have been designated in accordance with the terms thereof shall instead be voted upon by all the stockholders of the Company entitled to vote thereon in accordance with, and pursuant to, the Restated Charter. For purposes of this Agreement, an individual, firm, corporation, partnership, association, limited liability company, trust or any other entity (collectively, apply following a “Person”) shall be deemed an “Affiliate” of another Person who, directly or indirectly, controls, is controlled by or is under common control with such Person, including, without limitation, any general partner, managing member, officer or director of such Person or any venture capital fund now or hereafter existing that is controlled by one or more general partners or managing members of, or shares the same management company with, such PersonListing.

Board Composition. Each Stockholder agrees to vote, or cause to be voted, all Shares owned by such Stockholder, or over which such Stockholder has voting control, from time to time and at all times, in whatever manner as shall be necessary to ensure that at each annual or special meeting of stockholders at which an election of directors is held or pursuant to any written consent of the stockholders, the following persons shall be elected to the Board: (a) At each election of directors in which the holders of shares of the Series A/B/D A Preferred Stock Stock, voting as a separate class, are entitled to elect two (2) directors of the Company (the “Series A/B/D Preferred DirectorA Directors”), (i) one (1) individual designated by the holders of at least a majority of the shares of Series A/B/D Preferred StockMPM Bioventures Fund III-QP, voting together as a separate class and on an as-converted basisL.P. (“MPM”), which individual shall initially be Xxxxxx XxxxxxxXxxxxxx Xxxxxxxxx, and (ii) one individual designated by ARCH Venture Fund V, L.P. (“ARCH”), which individual shall initially be Xxxxx Xxxxxx; provided, however, that, notwithstanding the foregoing, if either MPM or ARCH fails to purchase the number of shares of the Company’s Series B-2 Convertible Preferred Stock, par value $0.001 per share (the “Series B-2 Preferred Stock”), required to be purchased by such Investor at the Milestone Closing (as defined in the Purchase Agreement), then such Investor shall no longer be entitled to designate a representative to the Board and such Board seat shall be filled in accordance with the provisions of the Charter; (b) At each election of directors in which the holders of shares of the Series C B Preferred Stock, voting together as a separate class, are entitled to elect two (2) directors of the Company (the “Series C Preferred DirectorB Directors”), (i) one (1) individual designated by the holders of at least a majority of the shares of Series C Preferred StockOVP Venture Partners VI, voting together as a separate classL.P. (“OVP”), which individual shall initially be Xxxxx Xxxx Xxxxxxxx, and (ii) one individual designated by Amgen Ventures LLC (“Amgen”), which individual shall initially be Xxx Xxxxx; provided, however, that, notwithstanding the foregoing, if either OVP or Amgen fails to purchase the number of shares of Series B-2 Preferred Stock required to be purchased by such Investor at the Milestone Closing, then such Investor shall no longer be entitled to designate a representative to the Board and such Board seat shall be filled in accordance with the provisions of the Charter; (c) At each election of directors in which The person serving as the holders of shares of Common Stock are entitled to elect three Company’s Chief Executive Officer (3) members of the Board, three (3) individuals as follows: (i) Each of Xxxxx Xxxxxxxxxxxx and Xxxxxx Xxxxxx (each, an “Active Founder” and, collectively, the “Active Founders”) for so long as he: (i) remains a full-time employee of the Company and (ii) holds, together with any Key Holder Trust (as defined in that certain Sixth Amended and Restated Right of First Refusal and Co-Sale Agreement, dated as of the date hereof, by and among the Company and the other parties thereto) established by such Active Founder (each such Key Holder Trust, an “AF TrustCEO Director”), at least 20% of the Shares held collectively by such Active Founder and his AF Trust(s), if any, as of the date hereof (the “Threshold Shares”), except that if any Active Founder declines, is unable to serve, is no longer a full-time employee of the Company or, together with such Active Founder’s AF Trust, if any, no longer holds the Threshold Shares, such Active Founder’s successor who shall initially be designated by the holders of at least a majority of the shares of Common Stock, voting together as a separate classXxxxx Xxxxxxx; provided that if for any Active Founder reason the person serving as a director pursuant to this section the CEO Director ceases to serve as a full-time employee the Chief Executive Officer of the Company and/or, together with such Active Founder’s AF Trust(s), if any, no longer holds the Threshold Sharesfor any reason, each of the Stockholders shall promptly vote their respective Shares (i) to remove such Active Founder the former Chief Executive Officer from the Board following such time as such Active Founder is no longer a full-time employee of the Company and/or no longer holds, together with such Active Founder’s AF Trust(s), if any, the Threshold Shares if such Active Founder person has not resigned as a member of the Board; Board and (ii) to elect such person’s replacement as Chief Executive Officer of the Company as the new CEO Director; and (d) One (1) individual that is (i) designated by the holders of at least a majority of the shares holders of the Common Stock (other than shares of Common Stock issued or issuable upon conversion of Preferred Stock), voting together as a separate class, that is reasonably acceptable to at least one and (ii) approved by Investors holding a majority of the Active Foundersoutstanding Preferred Stock held by all Investors (the “Common Director”), which individual shall initially be Xxxxx Xxxxxx; provided that if any Active Founder cease to serve as a full-time employee of the Company and/or no longer holds, together with such Active Founder’s AF Trust, the Threshold Shares, then the director designated in accordance with this Section 1.2(d)(ii) need not be acceptable to such Active Founder; (d) At each election of directors in which the holders of shares of Common Stock and Preferred Stock, voting together as a single class, are entitled to elect a member of the Board, one (1) individual who shall be mutually acceptable to (i) the Active Founders who are then serving as full-time employees of the Company and (ii) the individuals designated as Board members pursuant to Sections 1.2(a), 1.2(b) and 1.2(c) above, and which individual shall initially be Xxxxxxx Xxxxxxx; provided that, in the event that Xxxxxxx Xxxxxxx resigns or is removed from the Board for any reason, his replacement director shall be mutually acceptable to the (i) Active Founders who are then serving as full-time employees of the Company, (ii) individuals designated as Board members pursuant to Sections 1.2(a), 1.2(b) and 1.2(c) above and (iii) holders of at least a majority of the shares of Series E Preferred Stock, voting together as a separate class. To the extent that any of clauses (a) through (d) above shall not be applicable, any member of the Board who would otherwise have been designated in accordance with the terms thereof shall instead be voted upon by all the stockholders of the Company entitled to vote thereon in accordance with, and pursuant to, the Restated Charter. For purposes of this Agreement, an individual, firm, corporation, partnership, association, limited liability company, trust or any other entity (collectively, a “Person”) shall be deemed an “Affiliate” of another Person who, directly or indirectly, controls, is controlled by or is under common control with such Person, including, without limitation, any general partner, managing memberofficer, officer director, or director manager of such Person or and any venture capital fund now or hereafter existing that is controlled by one or more general partners or managing members of, of or shares the same management company with, with such Person.

Board Composition. Each Stockholder agrees to vote, or cause to be voted, all Shares owned by such Stockholder, or over which such Stockholder has voting control, from time to time and at all times, in whatever manner as shall be necessary to ensure that at each annual or special meeting of stockholders at which an election of directors is held or pursuant to any written consent of the stockholders, the following persons shall be elected to the Board: (a) At each election The Board shall consist of directors a number of Directors determined in which accordance with the holders of shares of Series A/B/D Preferred Stock are entitled to elect the Series A/B/D Preferred DirectorCharter, one (1) individual designated by the holders of at least a majority of the shares of Series A/B/D Preferred Stock, voting together as a separate class and on an as-converted basis, which individual shall initially be Xxxxxx Xxxxxxx; (b) At each election of directors in which the holders of shares of Series C Preferred Stock, voting together as a separate class, are entitled to elect the Series C Preferred Director, one (1) individual designated by the holders of at least a majority of the shares of Series C Preferred Stock, voting together as a separate class, which individual shall initially be Xxxxx Xxxxx; (c) At each election of directors in which the holders of shares of Common Stock are entitled to elect three (3) members of the Board, three (3) individuals composed as follows: (i) Each the Chief Executive Officer of Xxxxx Xxxxxxxxxxxx the Company; (ii) the Class C Director (if any shares of Class C Stock are issued and Xxxxxx Xxxxxx outstanding) in accordance with the Charter; (each, an “Active Founder” and, collectively, the “Active Founders”iii) for so long as he: any Katzenberg Stockholder shall be a Principal Holder, one indivixxxx xxxxxnated for election to the Board by the Katzenberg Stockholders (i) remains a full-time employee the "JK Designee"); provided, however, that xxx so long as Jeffrey Katzenberg shall be the Chief Executive Officer of the Company Xxxxxxx xxx x Xxxector, he shall be deemed to be the JK Designee; (iv) for so long as any Geffen Stockholder shall be a Principal Holder, one individual designated for election to the Board by the Geffen Stockholders (the "DG Designee"); and (v) such number of individuals selected by the Nominating and Corporate Governance Committee (iior, in the event of any vacancy in the office of Director as a result of a vote or action of the Stockholders (as defined below) holdspursuant to the second proviso to Section 2.03(b), together then as selected in accordance with any Key Holder Trust the second sentence of Section 2.03(c)) for nomination to the Board as shall bring the total number of designees and nominees pursuant to this Section 2.03(a) to the number of Directors that constitute the "entire Board" (as defined in the Charter, but subject to any rights of holders of Preferred Stock (as defined in the Charter) to elect additional Directors under specified circumstances); provided, however, that certain Sixth Amended and Restated Right of First Refusal and Co-Sale Agreement, dated as at all times following the first anniversary of the date hereof, by and among the Company and the other parties thereto) established by such Active Founder (each such Key Holder Trust, an “AF Trust”), at least 20% listing of the Shares held collectively by such Active Founder and his AF Trust(s), if any, as Class A Stock on a national securities exchange a sufficient number of the date hereof (the “Threshold Shares”), except that if any Active Founder declines, is unable to serve, is no longer a fullDirector-time employee of the Company or, together with such Active Founder’s AF Trust, if any, no longer holds the Threshold Shares, such Active Founder’s successor shall be designated nominees nominated by the holders of at least Nominating and Corporate Governance Committee shall qualify as Independent Directors so that a majority of the shares of Common Stock, voting together Board shall be Independent Directors as a separate classrequired by the By-laws; provided further, however, that if any Active Founder serving as a director pursuant to this section ceases to serve as a full-time employee the holder of the Company and/orClass C Stock shall not be restricted from nominating, together with such Active Founder’s AF Trust(s), if any, no longer holds the Threshold Shares, each of the Stockholders shall promptly vote their respective Shares to remove such Active Founder from electing or maintaining a Class C Director who is determined by the Board following such time as such Active Founder is no longer a full-time employee not to be an Independent Director. (b) Each of the Company and/or no longer holds, together with such Active Founder’s AF Trust(s), if anyHoldco, the Threshold Shares if such Active Founder has not resigned as a member of Katzenberg Stockholders, the Board; Geffen Stockholders and the Vulcan Stocxxxxxxxx (iicollectively, the "Stockholders") One individual designated agrees to vote or act by the holders of at least a majority of the written consent with respect to (or cause to be voted or acted upon by written consent) all shares of Common Stock then held of record by such Stockholder (other than shares of Common Stock issued or issuable upon conversion of Preferred Stock), voting together as a separate class, that is reasonably acceptable to at least one x) in favor of the Active Founders, which individual shall initially be Xxxxx Xxxxxx; provided that if any Active Founder cease election to serve as a full-time employee the Board of the Company and/or no longer holds, together with such Active Founder’s AF Trust, the Threshold Shares, then the director those individuals designated or nominated in accordance with this Section 1.2(d)(ii2.03(a) need not be acceptable to such Active Founder; (d) At each election of directors in which the holders of shares of Common Stock and Preferred Stock, voting together as a single class, are entitled to elect a member of the Board, one (1) individual who shall be mutually acceptable to (i) the Active Founders who are then serving as full-time employees of the Company and (iiy) against the individuals designated as Board members pursuant election to Sections 1.2(a), 1.2(b) and 1.2(c) above, and which individual shall initially be Xxxxxxx Xxxxxxx; provided that, in the event that Xxxxxxx Xxxxxxx resigns or is removed from the Board for of any reason, his replacement director shall be mutually acceptable to the (i) Active Founders who are then serving as full-time employees of the Company, (ii) individuals individual not designated as Board members pursuant to Sections 1.2(a), 1.2(b) and 1.2(c) above and (iii) holders of at least a majority of the shares of Series E Preferred Stock, voting together as a separate class. To the extent that any of clauses (a) through (d) above shall not be applicable, any member of the Board who would otherwise have been designated in accordance with the terms thereof shall instead be voted upon by all the stockholders of the Company entitled to vote thereon or nominated in accordance with, and pursuant to, the Restated Charter. For purposes of this Agreement, an individual, firm, corporation, partnership, association, limited liability company, trust or any other entity (collectively, a “Person”) shall be deemed an “Affiliate” of another Person who, directly or indirectly, controls, is controlled by or is under common control with such Person, including, without limitation, any general partner, managing member, officer or director of such Person or any venture capital fund now or hereafter existing that is controlled by one or more general partners or managing members of, or shares the same management company with, such Person.

Board Composition. Each Stockholder agrees to vote, or cause to be voted, all Shares owned by such Stockholder, or over which such Stockholder has voting control, from time to time and at all times, in whatever manner as shall be necessary to ensure that at each annual or special meeting of stockholders at which an election of directors is held or pursuant to any written consent of the stockholders, the following persons shall be elected to the Board: (a) At Concurrently with the execution of this Agreement, each election member of directors in which the holders Board who is not listed on Schedule I (the “Resigning Directors”) shall resign from the Board, effective immediately, and immediately upon such resignations, the Board shall fill the resulting vacancies so that the Board will consist of shares only the individuals set forth on Schedule 1 hereto until at least the 2016 annual meeting of Series A/B/D Preferred Stock are the Company’s stockholders or such individual’s earlier resignation, death or removal. After the date hereof, (i) for so long as the Ownership Threshold is met the Investor shall be entitled to elect nominate such number of individuals to the Series A/B/D Preferred Director, one (1) individual designated by the holders of at least Board constituting a majority of directors, (ii) for so long as the shares Ownership Threshold is not met but the Investor's Ownership Percentage exceeds 10% of Series A/B/D Preferred Stock, voting together as a separate class and the Common Stock on an as-converted basis, which individual then the Investor shall initially be Xxxxxx Xxxxxxx;entitled to nominate the greater of (x) such number of individuals to the Board in relative proportion to the Ownership Percentage (rounded down) and (y) two directors, and (biii) At each election for so long as the Investor's Ownership Percentage is in the aggregate at least 5% but less than 10% of directors in which the holders of shares of Series C Preferred StockCommon Stock on an as-converted basis, voting together as a separate class, are then the Investor shall be entitled to elect nominate the Series C Preferred Directorgreater of (x) such number of individuals to the Board in relative proportion to the Ownership Percentage (rounded down) and (y) one director (each, one an "Investor Designee," and collectively, the "Investor Designees"). For so long as the Ownership Threshold is met, (1A) individual designated the Investor shall be entitled to designate the chairperson of the Board and (B) except as otherwise directed or agreed by the holders Investor and to the extent required by applicable listing standards (including any requirements for initial listing), the Company agrees to cause all members of the Board that are not Investor Designees (other than the chief executive officer of the Company) to be "independent" as defined in the listing standards of the Nasdaq Global Select Market (or other United States national securities exchange that the Common Stock is listed upon, if any) and applicable law (and all non-Investor Designees listed on Schedule 1 other than the chief executive officer of the Company have agreed to resign if necessary to effectuate the foregoing). To the extent required by applicable listing standards (including any requirements for initial listing), Investor Designees shall include a number of persons that qualify as "independent" directors as defined in the listing standards of the Nasdaq Global Select Market (or other United States national securities exchange that the Common Stock is listed upon, if any) and applicable law such that, together with any other "independent" directors then serving on the Board that are not Investor Designees, the Board is comprised of at least a majority of "independent" directors. The Company shall, at any annual or special meeting of shareholders of the shares Company at which directors are to be elected, subject to the fulfillment of Series C Preferred Stockthe requirements set forth in Section 2.1(b), voting nominate the Investor Designees for election to the Board and use all commercially reasonable efforts to cause the Investor Designees to be elected as directors of the Board. (b) Any Investor Designee shall be reasonably acceptable to the Board's Nominating and Corporate Governance Committee (the "Governance Committee"). The Company shall require that all directors comply in all respects with applicable law (including with respect to confidentiality) and the Company's corporate governance guidelines, code of business conduct and ethics and confidentiality and trading policies and guidelines as in effect from time to time. The Investor shall notify the Company of any proposed Investor Designee in writing no later than the latest date on which shareholders of the Company may make nominations to the Board in accordance with the Bylaws, together with all information concerning such nominee required to be delivered to the Company by the Bylaws and such other information reasonably requested by the Company; provided that in each such case, all such information is generally required to be delivered to the Company by the other outside directors of the Company (the "Nominee Disclosure Information"); provided, further that in the event the Investor fails to provide any such notice, the Investor Designee shall be the person then serving as a separate class, which individual shall initially be Xxxxx Xxxxx;the Investor Designee as long as the Investor provides the Nominee Disclosure Information to the Company promptly upon request by the Company. (c) At each election of directors in which In the holders of shares of Common Stock are entitled to elect three (3) members event of the Boarddeath, three (3) individuals as follows: (i) Each disability, resignation or removal of Xxxxx Xxxxxxxxxxxx and Xxxxxx Xxxxxx (each, an “Active Founder” and, collectivelyInvestor Designee, the “Active Founders”) for so long as he: (i) remains Board will promptly elect to the Board a full-time employee of the Company and (ii) holds, together with any Key Holder Trust (as defined in that certain Sixth Amended and Restated Right of First Refusal and Co-Sale Agreement, dated as of the date hereof, by and among the Company and the other parties thereto) established by such Active Founder (each such Key Holder Trust, an “AF Trust”), at least 20% of the Shares held collectively by such Active Founder and his AF Trust(s), if any, as of the date hereof (the “Threshold Shares”), except that if any Active Founder declines, is unable to serve, is no longer a full-time employee of the Company or, together with such Active Founder’s AF Trust, if any, no longer holds the Threshold Shares, such Active Founder’s successor shall be replacement director designated by the holders of at least a majority Investor, subject to the fulfillment of the shares of Common Stock, voting together as a separate class; provided that if any Active Founder serving as a director pursuant to this section ceases to serve as a full-time employee of the Company and/or, together with such Active Founder’s AF Trust(srequirements set forth in Section 2.1(b), if anyto fill the resulting vacancy, no longer holds the Threshold Shares, each of the Stockholders shall promptly vote their respective Shares to remove and such Active Founder from the Board following such time as such Active Founder is no longer a full-time employee of the Company and/or no longer holds, together with such Active Founder’s AF Trust(s), if any, the Threshold Shares if such Active Founder has not resigned as a member of the Board; (ii) One individual designated by the holders of at least a majority of the shares of Common Stock (other than shares of Common Stock issued or issuable upon conversion of Preferred Stock), voting together as a separate class, that is reasonably acceptable to at least one of the Active Founders, which individual shall initially be Xxxxx Xxxxxx; provided that if any Active Founder cease to serve as a full-time employee of the Company and/or no longer holds, together with such Active Founder’s AF Trust, the Threshold Shares, then the director designated in accordance with this Section 1.2(d)(ii) need not be acceptable to such Active Founder; (d) At each election of directors in which the holders of shares of Common Stock and Preferred Stock, voting together as a single class, are entitled to elect a member of the Board, one (1) individual who shall be mutually acceptable to (i) the Active Founders who are then serving as full-time employees of the Company and (ii) the individuals designated as Board members pursuant to Sections 1.2(a), 1.2(b) and 1.2(c) above, and which individual shall initially be Xxxxxxx Xxxxxxx; provided that, in the event that Xxxxxxx Xxxxxxx resigns or is removed from the Board for any reason, his replacement director shall be mutually acceptable to the (i) Active Founders who are then serving as full-time employees of the Company, (ii) individuals designated as Board members pursuant to Sections 1.2(a), 1.2(b) and 1.2(c) above and (iii) holders of at least a majority of the shares of Series E Preferred Stock, voting together as a separate class. To the extent that any of clauses (a) through (d) above shall not be applicable, any member of the Board who would otherwise have been designated in accordance with the terms thereof shall instead be voted upon by all the stockholders of the Company entitled to vote thereon in accordance with, and pursuant to, the Restated Charter. For purposes of this Agreement, an individual, firm, corporation, partnership, association, limited liability company, trust or any other entity (collectively, a “Person”) shall be deemed an “Affiliate” of another Person who, directly or indirectly, controls, is controlled by or is Investor Designee for all purposes under common control with such Person, including, without limitation, any general partner, managing member, officer or director of such Person or any venture capital fund now or hereafter existing that is controlled by one or more general partners or managing members of, or shares the same management company with, such Personthis Agreement.

Board Composition. Each Stockholder If requested by the Purchaser Designee, the Company agrees to vote, or cause to be voted, all Shares owned by such Stockholder, or over which such Stockholder has voting control, appoint from time to time and persons nominated by the Purchaser Designee at all times, in whatever manner as shall be necessary to ensure that at each annual or special meeting of stockholders at which an election of directors is held or pursuant to any written consent the direction of the stockholders, the following persons shall be elected to the Board: Purchasers (a) At each election of directors in which the holders of shares of Series A/B/D Preferred Stock are entitled to elect the Series A/B/D Preferred Director, one (1) individual designated by the holders of at least a majority of the shares of Series A/B/D Preferred Stock, voting together as a separate class and on an as-converted basis, which individual shall initially be Xxxxxx Xxxxxxx; (b) At each election of directors in which the holders of shares of Series C Preferred Stock, voting together as a separate class, are entitled to elect the Series C Preferred Director, one (1) individual designated by the holders of at least a majority of the shares of Series C Preferred Stock, voting together as a separate class, which individual shall initially be Xxxxx Xxxxx; (c) At each election of directors in which the holders of shares of Common Stock are entitled to elect three (3) members of the Board, three (3) individuals as follows: (i) Each of Xxxxx Xxxxxxxxxxxx and Xxxxxx Xxxxxx (each, an “Active Founder” and, collectively, the “Active FoundersBoard Designees”) to the Board of Directors and agrees to cause to be created vacancies for such purpose so long that the number of Board Designees sitting on the Board of Directors as he: (i) remains a full-time employee percentage of all members of the Company and (ii) holds, together with any Key Holder Trust (as defined in that certain Sixth Amended and Restated Right Board of First Refusal and Co-Sale Agreement, dated as Directors following such appointment shall be proportional to the total aggregate percentage of the date hereofCompany’s outstanding Common Stock owned by the Purchasers (not including the Underlying Shares), by and among with the Company and number of Board Designees rounded up or down to the other parties thereto) established by nearest whole number; provided, however, that no such Active Founder (appointments shall be required unless each such Key Holder Trust, an “AF Trust”), at least 20% of the Shares held collectively by such Active Founder and his AF Trust(s), if any, as of the date hereof (the “Threshold Shares”), except that if any Active Founder declines, is unable to serve, is no longer a full-time employee of the Company or, together with such Active Founder’s AF Trust, if any, no longer holds the Threshold Shares, such Active Founder’s successor Board Designee shall be designated by the holders of at least a majority of the shares of Common Stock, voting together as a separate class; provided that if any Active Founder serving as a director pursuant to this section ceases qualified and suitable to serve as a full-time employee of the Company and/or, together with such Active Founder’s AF Trust(s), if any, no longer holds the Threshold Shares, each of the Stockholders shall promptly vote their respective Shares to remove such Active Founder from the Board following such time as such Active Founder is no longer a full-time employee of the Company and/or no longer holds, together with such Active Founder’s AF Trust(s), if any, the Threshold Shares if such Active Founder has not resigned as a member of the Board; (ii) One individual designated by Board of Directors under all applicable legal, regulatory and stock market requirements; and provided, further, that no such appointments shall be required if the holders of at least a majority Purchasers cease to own 10% or more in the aggregate of the shares of outstanding Common Stock (other than shares of Common Stock issued or issuable upon conversion of Preferred Stock), voting together as a separate class, that is reasonably acceptable to at least one of the Active Founders, which individual shall initially be Xxxxx Xxxxxx; provided that if any Active Founder cease to serve as a full-time employee of the Company and/or no longer holds(assuming issuance of all Underlying Shares). For purposes of illustration only, together with such Active Founderif the Purchasers hold an aggregate of 19.99% of the Company’s AF Trustcommon stock (not including the Underlying Shares) and, prior to the appointment pursuant to this Section 4.15, the Threshold SharesCompany’s Board of Directors is comprised of five (5) directors, then the director designated in accordance with this Section 1.2(d)(ii) need not size of Board of Directors would be acceptable to such Active Founder; (d) At each election of directors in which the holders of shares of Common Stock and Preferred Stock, voting together as a single class, are entitled to elect a member of the Board, increased by one (1) individual who shall member and the Purchasers would be mutually acceptable entitled to appoint one (i1) Board Designee to fill the Active Founders who are then serving resulting vacancy. As soon as full-time employees of reasonably practicable, the Company and (ii) agrees to appoint Lxxx Xxxxxxxxxx as the individuals designated as initial Board members pursuant to Sections 1.2(a), 1.2(b) and 1.2(c) aboveDesignee, and which individual shall initially agrees to cause to be Xxxxxxx Xxxxxxx; provided that, in created a vacancy for such purpose (it being acknowledged and agreed by the event Company that Xxxxxxx Xxxxxxx resigns or is removed from Lxxx Xxxxxxxxxx satisfies the requirements for being appointed to the Board for any reason, his replacement director shall be mutually acceptable of Directors). The Company agrees to the (i) Active Founders who are then serving as full-time employees of use reasonable best efforts to maintain director’s and officer’s liability insurance with coverage equal to or greater than the Company, (ii) individuals designated as Board members pursuant to Sections 1.2(a), 1.2(b) and 1.2(c) above and (iii) holders of at least a majority of the shares of Series E Preferred Stock, voting together as a separate class. To the extent that any of clauses (a) through (d) above shall not be applicable, any member of the Board who would otherwise have been designated in accordance with the terms thereof shall instead be voted upon by all the stockholders of the Company entitled to vote thereon in accordance with, and pursuant to, the Restated Charter. For purposes of this Agreement, an individual, firm, corporation, partnership, association, limited liability company, trust or any other entity (collectively, a “Person”) shall be deemed an “Affiliate” of another Person who, directly or indirectly, controls, is controlled by or is under common control with such Person, including, without limitation, any general partner, managing member, officer or director of such Person or any venture capital fund now or hereafter ’s existing that is controlled by one or more general partners or managing members of, or shares the same management company with, such Personinsurance.

Board Composition. Each Stockholder agrees to vote, or cause to be voted, all Shares owned by such Stockholder, or over which such Stockholder has voting control, from time to time and at all times, in whatever manner as shall be necessary to ensure that at each annual or special meeting of stockholders at which an election of directors is held or pursuant to any written consent of the stockholders, the following persons shall be elected to the Board: (a) At each election of directors in which the holders of shares of Series A/B/D Preferred Stock are entitled to elect Three individuals, who together shall be the Series A/B/D Preferred DirectorA Directors, one (1) individual designated by the holders of at least record of a majority of the shares of the Company’s Series A/B/D A Preferred Stock, voting together as a separate class exclusively and on an as-converted basis, which individual shall initially be Xxxxxx Xxxxxxx; (b) At each election of directors in which the holders of shares of Series C Preferred Stock, voting together as a separate class, are entitled to elect who shall initially be Xxxxxx Xxxxx, Xxxx XxXxxxx and Xxxxxxx Xxxxx. (b) Two individuals, who together shall be the Series C Preferred DirectorCommon Directors, one (1) individual designated by the holders of at least a majority record of two-thirds of the outstanding shares of Series C Preferred the Company’s Common Stock, voting together as a separate class, which individual who shall initially be Xxxxx X. Xxxxxxx and Xxxxxxx Xxxxx;. (c) At each Notwithstanding the foregoing or any provision of the Charter or Bylaws to the contrary, after conversion of the Series A Preferred Stock into Common Stock (the “Converted Stock”), in lieu of the election of directors the Series A Directors as provided in which clause (a) above and the holders of shares of Common Stock are entitled Directors as provided in clause (b) above, the following persons shall be elected to elect three (3) members of the Board, three (3) individuals as follows: (i) Each of Xxxxx Xxxxxxxxxxxx and Xxxxxx Xxxxxx (each, an “Active Founder” and, collectively, the “Active Founders”) for so long as he: (i) remains a full-time employee of three individuals, who together shall continue to be designated as the Company and (ii) holdsSeries A Directors, together with any Key Holder Trust (as defined in that certain Sixth Amended and Restated Right of First Refusal and Co-Sale Agreement, dated as of the date hereof, by and among the Company and the other parties thereto) established by such Active Founder (each such Key Holder Trust, an “AF Trust”), at least 20% of the Shares held collectively by such Active Founder and his AF Trust(s), if any, as of the date hereof (the “Threshold Shares”), except that if any Active Founder declines, is unable to serve, is no longer a full-time employee of the Company or, together with such Active Founder’s AF Trust, if any, no longer holds the Threshold Shares, such Active Founder’s successor shall be designated by the holders of at least a majority record of the shares of Common Stock, voting together as a separate class; provided that if any Active Founder serving as a director pursuant to this section ceases to serve as a full-time employee of the Company and/or, together with such Active Founder’s AF Trust(s), if any, no longer holds the Threshold Shares, each of the Stockholders shall promptly vote their respective Shares to remove such Active Founder from the Board following such time as such Active Founder is no longer a full-time employee of the Company and/or no longer holds, together with such Active Founder’s AF Trust(s), if any, the Threshold Shares if such Active Founder has not resigned as a member of the Board; (ii) One individual designated by the holders of at least a majority of the shares of Common Stock (other than shares of Common Stock issued or issuable upon conversion of the Series A Preferred Stock (the “Converted Stock”), voting together exclusively and as a separate class; and (ii) two individuals, that is reasonably acceptable to at least one who together shall be the Common Directors, designated by the holders of record of two-thirds of the Active Founders, which individual shall initially be Xxxxx Xxxxxx; provided that if any Active Founder cease to serve as a full-time employee outstanding shares of the Company and/or no longer holds, together with such Active FounderCompany’s AF Trust, Common Stock other than the Threshold Shares, then the director designated in accordance with this Section 1.2(d)(ii) need not be acceptable to such Active Founder;Converted Stock. (d) At each election of directors in which the holders of shares of Common Stock and Preferred Stock, voting together as a single class, are entitled to elect a member of the Board, one (1) individual who shall be mutually acceptable to (i) the Active Founders who are then serving as full-time employees of the Company and (ii) the individuals designated as Board members pursuant to Sections 1.2(a), 1.2(b) and 1.2(c) above, and which individual shall initially be Xxxxxxx Xxxxxxx; provided that, in the event that Xxxxxxx Xxxxxxx resigns or is removed from the Board for any reason, his replacement director shall be mutually acceptable to the (i) Active Founders who are then serving as full-time employees of the Company, (ii) individuals designated as Board members pursuant to Sections 1.2(a), 1.2(b) and 1.2(c) above and (iii) holders of at least a majority of the shares of Series E Preferred Stock, voting together as a separate class. To the extent that any of clauses (a), (b) through and (dc) above shall not be applicable, any member of the Board who would otherwise have been designated in accordance with the terms thereof shall instead be voted upon by all the stockholders of the Company entitled to vote thereon in accordance with, and pursuant to, the Restated Company’s Charter. For purposes of this Agreement, an individual, firm, corporation, partnership, association, limited liability company, trust or any other entity (collectively, a “Person”) shall be deemed an “Affiliate” of another Person who, directly or indirectly, controls, is controlled by or is under common control with such Person, including, without limitation, any general partner, managing member, officer or director of such Person or any venture capital fund now or hereafter existing that is controlled by one or more general partners or managing members of, or shares the same management company with, such Person.

Board Composition. Each Stockholder agrees to vote, or cause to be voted, all Shares owned by such Stockholder, or over which such Stockholder has voting control, from time to time and at all relevant times, in whatever manner as shall be necessary to ensure that at each annual or special meeting of stockholders of the Company at which an election of directors is held or pursuant to any written consent of the stockholdersstockholders of the Company, the following persons shall be elected to the Boardas follows: (a) At each election effective as of the Effective Time, to cause the board of directors in which the holders of shares of Series A/B/D Preferred Stock are entitled to elect the Series A/B/D Preferred Director, one (1) individual designated by the holders of at least a majority of the shares Company to consist of Series A/B/D Preferred Stocknine (9) members, voting together as five (5) of whom shall be current directors of the Company (each such person, a separate class “PharmAthene Board Designee”), three (3) of whom shall be the persons identified in Section 6.13 of the Theraclone Disclosure Schedule (each such person, a “Theraclone Board Designee”) and on an as-converted basis, which individual the remaining seat shall initially be Xxxxxx Xxxxxxxvacant; (b) At each election to cause the initial vacancy on the Company’s board of directors in which to be filled at Closing or as soon as possible thereafter by a nominee (the holders of shares of Series C Preferred Stock, voting together as a separate class, are entitled to elect the Series C Preferred “Fourth Theraclone Director, one (1”) individual designated approved by the holders of at least a majority of the shares of Series C Preferred Stock, voting together then-serving Theraclone Board Designees acting in their individual capacities and not in their capacities as a separate class, which individual shall initially be Xxxxx Xxxxxdirectors; (c) At each election of directors in which the holders of shares of Common Stock are entitled to elect three (3) members cause one of the Board, three PharmAthene Board Designees (3the “Resigning PharmAthene Board Designee”) individuals as follows: to resign upon the earlier of (i) Each such time as there has been a full settlement or a final, non-appealable resolution of Xxxxx Xxxxxxxxxxxx that certain litigation matter between the Company and Xxxxxx Xxxxxx SIGA Technologies, Inc. (eachthe “Siga Determination Date”) and (ii) the second anniversary of the Closing, but in no event prior to the first anniversary of the Closing (the “Resigning PharmAthene Board Designee Resignation Date”); (d) to cause all vacancies on the Company’s board of directors created by the cessation of service of any Theraclone Board Designee to be filled by a nominee approved by the remaining Theraclone Board Designees; (e) to cause all vacancies on the Company’s board of directors created by the cessation of service of any PharmAthene Board Designee to be filled by a nominee approved by the remaining PharmAthene Board Designees; (f) to cause fifty percent (50%) of the members of all committees of the PharmAthene Board of Directors to be filled by Theraclone Board Designees and where a committee of the PharmAthene Board of Directors is comprised of an odd number of directors, the last director shall be mutually agreed to by the PharmAthene Board Designees and Theraclone Board Designees that are members of such committee; (g) to obtain the resignations, or to cause the removal without cause, of the directors identified on Section 6.13 of the PharmAthene Disclosure Schedule as of the Closing Date; (h) to obtain the resignation of the Resigning PharmAthene Board Designee on or before the Resigning PharmAthene Board Designee Resignation Date. The PharmAthene Board Designees, collectively with the Theraclone Board Designees, may each be referred to as a “Active FounderDesignee,” and, collectively, as the “Active Founders”) for so long as he: (i) remains a full-time employee of the Company and (ii) holds, together with any Key Holder Trust (as defined in that certain Sixth Amended and Restated Right of First Refusal and Co-Sale Agreement, dated as of the date hereof, by and among the Company and the other parties thereto) established by such Active Founder (each such Key Holder Trust, an “AF Trust”), at least 20% of the Shares held collectively by such Active Founder and his AF Trust(s), if any, as of the date hereof (the “Threshold Shares”), except that if any Active Founder declines, is unable to serve, is no longer a full-time employee of the Company or, together with such Active Founder’s AF Trust, if any, no longer holds the Threshold Shares, such Active Founder’s successor Designees.” The Resigning PharmAthene Board Designee shall be designated such person as may be determined by the holders of at least a majority of the shares of Common Stock, voting together PharmAthene Board Designees acting in their individual capacities and not in their capacities as a separate class; provided that if any Active Founder serving as a director pursuant to this section ceases to serve as a full-time employee of the Company and/or, together with such Active Founder’s AF Trust(s), if any, no longer holds the Threshold Shares, each of the Stockholders shall promptly vote their respective Shares to remove such Active Founder from the Board following such time as such Active Founder is no longer a full-time employee of the Company and/or no longer holds, together with such Active Founder’s AF Trust(s), if any, the Threshold Shares if such Active Founder has not resigned as a member of the Board; (ii) One individual designated by the holders of at least a majority of the shares of Common Stock (other than shares of Common Stock issued or issuable upon conversion of Preferred Stock), voting together as a separate class, that is reasonably acceptable to at least one of the Active Founders, which individual shall initially be Xxxxx Xxxxxx; provided that if any Active Founder cease to serve as a full-time employee of the Company and/or no longer holds, together with such Active Founder’s AF Trust, the Threshold Shares, then the director designated in accordance with this Section 1.2(d)(ii) need not be acceptable to such Active Founder; (d) At each election of directors in which the holders of shares of Common Stock and Preferred Stock, voting together as a single class, are entitled to elect a member of the Board, one (1) individual who shall be mutually acceptable to (i) the Active Founders who are then serving as full-time employees of the Company and (ii) the individuals designated as Board members pursuant to Sections 1.2(a), 1.2(b) and 1.2(c) above, and which individual shall initially be Xxxxxxx Xxxxxxx; provided that, in the event that Xxxxxxx Xxxxxxx resigns or is removed from the Board for any reason, his replacement director shall be mutually acceptable to the (i) Active Founders who are then serving as full-time employees of the Company, (ii) individuals designated as Board members pursuant to Sections 1.2(a), 1.2(b) and 1.2(c) above and (iii) holders of at least a majority of the shares of Series E Preferred Stock, voting together as a separate class. To the extent that any of clauses (a) through (d) above shall not be applicable, any member of the Board who would otherwise have been designated in accordance with the terms thereof shall instead be voted upon by all the stockholders of the Company entitled to vote thereon in accordance with, and pursuant to, the Restated Charter. For purposes of this Agreement, an individual, firm, corporation, partnership, association, limited liability company, trust or any other entity (collectively, a “Person”) shall be deemed an “Affiliate” of another Person who, directly or indirectly, controls, is controlled by or is under common control with such Person, including, without limitation, any general partner, managing member, officer or director of such Person or any venture capital fund now or hereafter existing that is controlled by one or more general partners or managing members of, or shares the same management company with, such Persondirectors.

Board Composition. Each Stockholder agrees Section 2.1 Composition of the Board. ------------------------ (a) The parties hereto and their Permitted Transferees shall take all necessary action as is required under applicable law to vote, or cause the number of Directors comprising the Board to be voted, seven (7) and the Board to be non-classified. (b) The parties hereto and their Permitted Transferees shall take all Shares owned by necessary action as is required under applicable law to cause the CEO to be elected to the Board and to serve as a Director until such Stockholder, or over which time as such Stockholder has voting control, from time Person ceases to time be the CEO. (c) The parties hereto and at their Permitted Transferees shall take all timesnecessary action as is required under applicable law to cause five designees of Holders that Beneficially Own, in whatever manner as shall be necessary to ensure that at each annual or special meeting of stockholders at which an election of directors is held or pursuant to any written consent the aggregate, more than 50% of the stockholdersoutstanding Senior Lender Shares (the "Majority Senior Lenders"), to be elected ----------------------- to the following persons Board. The Majority Senior Lenders shall designate one of the Directors, who may, but need not, be an officer of the Company, to serve as Chairman. (d) The parties hereto and their Permitted Transferees shall take all necessary action as is required under applicable law to cause a designee of the Xxxxxx Entities to be elected to the Board: (a) At each election of directors in which ; provided, that the holders of shares of Series A/B/D Preferred Stock are entitled to elect the Series A/B/D Preferred Director, one (1) individual designated by the holders of at least a majority right of the shares -------- Xxxxxx Entities to designate a Director shall terminate at such time as the Xxxxxx Entities Beneficially Own less than the lesser of Series A/B/D Preferred Stock, voting together as a separate class and on an as-converted basis, which individual shall initially be Xxxxxx Xxxxxxx; (b) At each election of directors in which the holders of shares of Series C Preferred Stock, voting together as a separate class, are entitled to elect the Series C Preferred Director, one (1) individual designated by the holders of at least a majority of the shares of Series C Preferred Stock, voting together as a separate class, which individual shall initially be Xxxxx Xxxxx; (c) At each election of directors in which the holders of shares of Common Stock are entitled to elect three (3) members of the Board, three (3) individuals as follows: (i) Each the number of Xxxxx Xxxxxxxxxxxx shares (as adjusted for stock splits and similar transactions) of New Common Stock received by the Xxxxxx Xxxxxx (each, an “Active Founder” and, collectively, Entities pursuant to the “Active Founders”) for so long as he: (i) remains a full-time employee of the Company Plan and (ii) holds, together with any Key Holder Trust (as defined in that certain Sixth Amended and Restated Right of First Refusal and Co-Sale Agreement, dated as of the date hereof, by and among the Company and the other parties thereto) established by such Active Founder (each such Key Holder Trust, an “AF Trust”), at least 2010% of the Fully-Diluted Shares held collectively by such Active Founder and his AF Trust(s), if any, as of the date hereof New Common Stock (the “Threshold Shares”"Xxxxxx Termination Date"), except that if any Active Founder declines, is unable to serve, is no longer a full-time employee of . ----------------------- Following the Company or, together with such Active Founder’s AF Trust, if any, no longer holds the Threshold SharesXxxxxx Termination Date, such Active Founder’s successor Director shall be designated by the Majority Senior Lenders. (e) In the event that a vacancy in the Board is created at any time by the death, disability, retirement, resignation or removal (with or without Cause) of any Director, such vacancy shall be filled as elected by the constituency entitled under this Section 2.1 to designate the Director whose death, disability, retirement, resignation or removal (with or without Cause) resulted in such vacancy. In the event the Xxxxxx Entities or the Majority Senior Lenders, as the case may be, no longer have the right to designate Directors pursuant to Section 2.1(c) or 2.1(d), as the case may be, the Directors designated by such parties(y) shall promptly resign from the Board. (f) Any Director may be removed from the Board (i) for Cause by Holders that Beneficially Own, in the aggregate, at least two-thirds of the outstanding shares of New Common Stock or (ii) without Cause by the constituency entitled under this Section 2.1 to designate the Director being removed. (g) The provisions of this Section 2.1 shall terminate upon the earliest to occur of (i) the consummation of a Successful Offer; (ii) the consummation of a merger of the Company with any entity other than one of the Company's wholly owned Subsidiaries as a result of which the holders of at least a majority New Common Stock immediately prior to consummation of such merger own less than 50% of the voting power of the surviving entity and (iii) the Public Offering of more than 50% of the shares of New Common Stock, voting together as a separate class; provided that if any Active Founder serving as a director pursuant Stock held by parties to this section ceases to serve as a full-time employee of the Company and/or, together with such Active Founder’s AF Trust(s), if any, no longer holds the Threshold Shares, each of the Stockholders shall promptly vote their respective Shares to remove such Active Founder from the Board following such time as such Active Founder is no longer a full-time employee of the Company and/or no longer holds, together with such Active Founder’s AF Trust(s), if any, the Threshold Shares if such Active Founder has not resigned as a member of the Board; (ii) One individual designated by the holders of at least a majority of the shares of Common Stock (Agreement other than shares of Common Stock issued or issuable upon conversion of Preferred Stock), voting together as a separate class, that is reasonably acceptable to at least one of the Active Founders, which individual shall initially be Xxxxx Xxxxxx; provided that if any Active Founder cease to serve as a full-time employee of the Company and/or no longer holds, together with such Active Founder’s AF Trust, the Threshold Shares, then the director designated in accordance with this Section 1.2(d)(ii) need not be acceptable to such Active Founder; (d) At each election of directors in which the holders of shares of Common Stock and Preferred Stock, voting together as a single class, are entitled to elect a member of the Board, one (1) individual who shall be mutually acceptable to (i) the Active Founders who are then serving as full-time employees of the Company and (ii) the individuals designated as Board members pursuant to Sections 1.2(a), 1.2(b) and 1.2(c) above, and which individual shall initially be Xxxxxxx Xxxxxxx; provided that, in the event that Xxxxxxx Xxxxxxx resigns or is removed from the Board for any reason, his replacement director shall be mutually acceptable to the (i) Active Founders who are then serving as full-time employees of the Company, (ii) individuals designated as Board members pursuant to Sections 1.2(a), 1.2(b) and 1.2(c) above and (iii) holders of at least a majority of the shares of Series E Preferred Stock, voting together as a separate class. To the extent that any of clauses (a) through (d) above shall not be applicable, any member of the Board who would otherwise have been designated in accordance with the terms thereof shall instead be voted upon by all the stockholders of the Company entitled to vote thereon in accordance with, and pursuant to, the Restated Charter. For purposes of this Agreement, an individual, firm, corporation, partnership, association, limited liability company, trust or any other entity (collectively, a “Person”) shall be deemed an “Affiliate” of another Person who, directly or indirectly, controls, is controlled by or is under common control with such Person, including, without limitation, any general partner, managing member, officer or director of such Person or any venture capital fund now or hereafter existing that is controlled by one or more general partners or managing members of, or shares the same management company with, such Personits wholly owned Subsidiaries.

Board Composition. Each Stockholder agrees to vote(a) Concurrently with the execution of this Agreement, or cause to be voted, all Shares owned by such Stockholder, or over which such Stockholder has voting control, from time to time and at all times, in whatever manner as the Investors shall be entitled to nominate three (3) members to the Board, who shall initially be Xxxxxxx Xxxx, Xxxxxx Xxxxxxxx, and Xxxxxxxx Xxxx Xxxxxxxxxx, and the Board shall take all necessary action to ensure cause the appointment of such individuals to the Board effective promptly following the Closing. After the date hereof, (1) for so long as the Ownership Threshold is met the Investors shall be entitled to nominate three (3) members to the Board, (2) for so long as the Ownership Threshold is not met but the Investors’ Ownership Percentage exceeds 10% of the Diluted Common Shares, then the Investors shall be entitled to nominate the greater of (x) such number of individuals to the Board in relative proportion to the Ownership Percentage (rounded down) and (y) two (2) directors, and (3) for so long as the Investors’ Ownership Percentage is in the aggregate at least 5% but less than 10% of the Diluted Common Shares, then the Investors shall be entitled to nominate the greater of (x) such number of individuals to the Board in relative proportion to the Ownership Percentage (rounded down) and (y) one (1) director (each, an “Investor Designee,” and collectively, the “Investor Designees”). For so long as the Ownership Threshold is met, (i) one Investor Designee shall be unaffiliated with NMC and (ii) two Investor Designees (which, for the avoidance of doubt, can include the Investor Designee described in clause (i)) shall qualify as “independent” directors as defined in the listing standards of the Nasdaq Global Select Market (or other United States national securities exchange that the Common Stock is listed upon, if any) and applicable law. The Company shall, at each any annual or special meeting of stockholders shareholders of the Company at which an election of directors is held or pursuant are to any written consent be elected, subject to the fulfillment of the stockholdersrequirements set forth in Section 2.1(b), nominate the following persons shall Investor Designees for election to the Board and use all commercially reasonable efforts to cause the Investor Designees to be elected to as directors of the Board: (a) At each election of directors in which the holders of shares of Series A/B/D Preferred Stock are entitled to elect the Series A/B/D Preferred Director, one (1) individual designated by the holders of at least a majority of the shares of Series A/B/D Preferred Stock, voting together as a separate class and on an as-converted basis, which individual shall initially be Xxxxxx Xxxxxxx;. (b) At each election Any Investor Designee shall be reasonably acceptable to the Board’s Nominating and Corporate Governance Committee (the “Governance Committee”), it being understood that the individuals named in Section 2.1(a) are acceptable. The Company shall require that all directors comply in all respects with applicable law (including with respect to confidentiality) and the Company’s corporate governance guidelines, code of directors business conduct and ethics and confidentiality and trading policies and guidelines as in effect from time to time. The Investors shall notify the Company of any proposed Investor Designee in writing no later than the latest date on which shareholders of the holders of shares of Series C Preferred StockCompany may make nominations to the Board in accordance with the Bylaws, voting together as a separate class, are entitled with all information concerning such nominee required to elect be delivered to the Series C Preferred Director, one (1) individual designated Company by the holders of at least a majority Bylaws and such other information reasonably requested by the Company; provided, that in each such case, all such information is generally required to be delivered to the Company by the other outside directors of the shares of Series C Preferred StockCompany (the “Nominee Disclosure Information”); provided, voting together further, that in the event the Investors fail to provide any such notice, the Investor Designee shall be the person then serving as a separate class, which individual shall initially be Xxxxx Xxxxx;the Investor Designee as long as the Investors provide the Nominee Disclosure Information to the Company promptly upon request by the Company. (c) At each election of directors in which In the holders of shares of Common Stock are entitled to elect three (3) members event of the Boarddeath, three (3) individuals as follows: (i) Each disability, resignation or removal of Xxxxx Xxxxxxxxxxxx and Xxxxxx Xxxxxx (each, an “Active Founder” and, collectivelyInvestor Designee, the “Active Founders”) for so long as he: (i) remains Board will promptly elect to the Board a full-time employee of the Company and (ii) holds, together with any Key Holder Trust (as defined in that certain Sixth Amended and Restated Right of First Refusal and Co-Sale Agreement, dated as of the date hereof, by and among the Company and the other parties thereto) established by such Active Founder (each such Key Holder Trust, an “AF Trust”), at least 20% of the Shares held collectively by such Active Founder and his AF Trust(s), if any, as of the date hereof (the “Threshold Shares”), except that if any Active Founder declines, is unable to serve, is no longer a full-time employee of the Company or, together with such Active Founder’s AF Trust, if any, no longer holds the Threshold Shares, such Active Founder’s successor shall be replacement director designated by the holders of at least a majority Investors, subject to the fulfillment of the shares of Common Stock, voting together as a separate class; provided that if any Active Founder serving as a director pursuant to this section ceases to serve as a full-time employee requirements set forth in the first sentence of the Company and/or, together with such Active Founder’s AF Trust(slast paragraph of Section 2.1(a) and Section 2.1(b), if anyto fill the resulting vacancy, no longer holds the Threshold Shares, each of the Stockholders shall promptly vote their respective Shares to remove and such Active Founder from the Board following such time as such Active Founder is no longer a full-time employee of the Company and/or no longer holds, together with such Active Founder’s AF Trust(s), if any, the Threshold Shares if such Active Founder has not resigned as a member of the Board; (ii) One individual designated by the holders of at least a majority of the shares of Common Stock (other than shares of Common Stock issued or issuable upon conversion of Preferred Stock), voting together as a separate class, that is reasonably acceptable to at least one of the Active Founders, which individual shall initially then be Xxxxx Xxxxxx; provided that if any Active Founder cease to serve as a full-time employee of the Company and/or no longer holds, together with such Active Founder’s AF Trust, the Threshold Shares, then the director designated in accordance with deemed an Investor Designee for all purposes under this Section 1.2(d)(ii) need not be acceptable to such Active Founder;Agreement. (d) At each election For so long as the Investors have rights under this Section 2.1, the Company will not amend or waive the provisions of directors in which the holders of shares of Common Stock and Preferred Stock, voting together as a single class, are entitled to elect a member Section 3 of the Board, one (1) individual who shall be mutually acceptable to (i) the Active Founders who are then serving as full-time employees of the Company and (ii) the individuals designated as Board members pursuant to Sections 1.2(a), 1.2(b) and 1.2(c) above, and which individual shall initially be Xxxxxxx Xxxxxxx; provided that, in the event that Xxxxxxx Xxxxxxx resigns or is removed from the Board for any reason, his replacement director shall be mutually acceptable to the (i) Active Founders who are then serving as full-time employees of the Company, (ii) individuals designated as Board members pursuant to Sections 1.2(a), 1.2(b) and 1.2(c) above and (iii) holders of at least a majority of the shares of Series E Preferred Stock, voting together as a separate class. To the extent that any of clauses (a) through (d) above shall not be applicable, any member of the Board who would otherwise have been designated in accordance with the terms thereof shall instead be voted upon by all the stockholders of the Company entitled to vote thereon in accordance with, and pursuant to, the Restated Charter. For purposes of this Agreement, an individual, firm, corporation, partnership, association, limited liability company, trust or any other entity (collectively, a “Person”) shall be deemed an “Affiliate” of another Person who, directly or indirectly, controls, is controlled by or is under common control with such Person, including, without limitation, any general partner, managing member, officer or director of such Person or any venture capital fund now or hereafter existing that is controlled by one or more general partners or managing members of, or shares the same management company with, such PersonTCP/AS XXX.

Board Composition. Each Stockholder agrees (a) Subject to voteSection 9(b) and paragraph 9 of Schedule D, or the McCain Family Parties acting through the McCain Family Representative shall have the right to cause the Board to nominate for election to the Board, on any date on which such nominations are made by the Board, a number of nominees who are qualified to be voted, all directors of the Company under applicable law proportionate to the aggregate number of Shares owned by such Stockholderbeneficially owned, or over which such Stockholder has voting controlcontrol or direction is exercised, by the McCain Family Parties from time to time and at all times(each such nominee, in whatever manner as an “McCain Nominee”); provided that, notwithstanding any other provision of this Agreement, where the calculation for determining the number of McCain Nominees pursuant to this Section 3 provides for a number of McCain Nominees that would be greater than or equal to the number Non-McCain Nominees, the number of McCain Nominees shall be necessary to ensure capped such that at each annual or special meeting of stockholders at which an election of directors is held or pursuant to any written consent of the stockholders, the following persons Non-McCain Nominees shall be elected to the Board: (a) At each election of directors in which the holders of shares of Series A/B/D Preferred Stock are entitled to elect the Series A/B/D Preferred Director, one (1) individual designated by the holders of at least always constitute a majority of the shares directors on the Board (the “McCain Nominee Cap”). The calculation of Series A/B/D Preferred Stock, voting together as a separate class and on an as-converted basis, which individual shall initially be Xxxxxx Xxxxxxx; (b) At each election any proportionate number of directors which results in a fraction: (i) in excess of one-half shall be rounded up to the next whole number; or (ii) equal to or less than one-half shall be rounded down to the next whole number. At any time the numerator for calculating the proportionate ownership interest of Shares beneficially owned, or over which the holders of shares of Series C Preferred Stock, voting together as a separate class, are entitled to elect the Series C Preferred Director, one (1) individual designated control or direction is exercised by the holders McCain Family Parties shall be the aggregate number of issued and outstanding Shares beneficially owned, or over which control or direction is exercised, by the McCain Family Parties at least a majority such time, and the denominator shall be the number of issued and outstanding Shares at such time. By way of example where the size of the shares Board is set at 10 and the McCain Family Parties’ proportionate ownership interest of Series C Preferred Stock, voting together as a separate class, which individual shall initially be Xxxxx Xxxxx; (c) At each election of directors in which the holders of shares of Common Stock are entitled to elect three (3) members of the Board, three (3) individuals as followsShares is equal to: (i) Each 35.78%, then the McCain Family Parties shall be entitled to nominate four directors (rounding up). If the size of Xxxxx Xxxxxxxxxxxx the Board is set at nine, then the McCain Family Parties shall be entitled to nominate three directors (rounding down); or (ii) 50%, then this Section 3 would provide that the McCain Family Parties would be entitled to nominate four directors; although the calculations pursuant to this Section 3 would otherwise result in the McCain Family Parties being entitled to nominate five directors (which would result in an equal number of McCain Nominees and Xxxxxx Xxxxxx (each, an “Active Founder” and, collectivelyNon-McCain Nominees on the Board), the “Active Founders”number of McCain Nominees would be reduced to four as a result of the McCain Nominee Cap (which would result in a majority of Non-McCain Nominees on the Board). (b) for so long as heThe Company shall take any and all steps necessary and advisable to: (i) remains nominate each McCain Nominee as a full-time employee director of the Company; (ii) recommend to the Company’s shareholders that the shareholders vote in favour of such McCain Nominees; and (iii) subject to the Voting PoA, cause all proxies received by the Company to be voted in the manner specified by such proxies. (c) The Company shall at least 60 days before the scheduled mailing of the management proxy circular notify the McCain Family Representative of the number of directors proposed to be elected at the next meeting of the shareholders of the Company. The selection of nominees to be nominated by the McCain Family Parties pursuant to Section 3(a) will be evidenced by a written instrument delivered by the McCain Family Representative to the Corporate Governance Committee of the Board at least 35 days before the scheduled mailing of the management proxy circular of the Company in which the nominees will be named, and (ii) holds, together with any Key Holder Trust (as defined in that certain Sixth Amended and Restated Right of First Refusal and Co-Sale Agreement, dated as the Corporate Governance Committee of the date hereof, by and among Board shall promptly review the Company and the other parties thereto) established by such Active Founder (each such Key Holder Trust, an “AF Trust”), at least 20% qualifications of the Shares held collectively nominees selected by the McCain Family Representative and notify the McCain Family Representative within 15 days after receipt of such Active Founder and his AF Trust(s)written instrument if it disapproves, if anyacting reasonably, as of any of them. The McCain Family Parties will replace any nominee not approved by the Corporate Governance Committee of the date hereof (the “Threshold Shares”)Board acting reasonably with another proposed nominee, except that if any Active Founder declines, is unable to serve, is no longer a full-time employee of the Company or, together with such Active Founder’s AF Trust, if any, no longer holds the Threshold Shares, such Active Founder’s successor shall be designated evidenced by written instrument delivered by the holders of at least a majority of McCain Family Representative to the shares of Common Stock, voting together as a separate class; provided that if any Active Founder serving as a director pursuant to this section ceases to serve as a full-time employee of the Company and/or, together with such Active Founder’s AF Trust(s), if any, no longer holds the Threshold Shares, each of the Stockholders shall promptly vote their respective Shares to remove such Active Founder from the Board following such time as such Active Founder is no longer a full-time employee of the Company and/or no longer holds, together with such Active Founder’s AF Trust(s), if any, the Threshold Shares if such Active Founder has not resigned as a member Corporate Governance Committee of the Board; (ii) One individual designated , and the Corporate Governance Committee of the Board shall promptly, in a good faith endeavour to complete the selection before the scheduled management proxy circular mailing date, notify the McCain Family Representative if it disapproves, acting reasonably, of the replacement nominee, and so on until the McCain Family Representative and the Corporate Governance Committee of the Board, acting in good faith, agree to the selection of the nominees of the McCain Family Parties. Failure by the holders of at least a majority Corporate Governance Committee of the shares Board to notify the McCain Family Representative of Common Stock (other than shares of Common Stock issued its approval or issuable upon conversion of Preferred Stock), voting together as a separate class, that is reasonably acceptable to at least one disapproval of the Active Founders, which individual McCain Family Parties’ selections in accordance herewith shall initially be Xxxxx Xxxxxx; provided that if any Active Founder cease deemed to serve as a full-time employee constitute approval by the Corporate Governance Committee of the Company and/or no longer holds, together with Board of such Active Founder’s AF Trust, the Threshold Shares, then the director designated in accordance with this Section 1.2(d)(ii) need not be acceptable to such Active Founder;selections. (d) At All directors other than those nominated pursuant to Section 3(a) will be identified by the Corporate Governance Committee of the Board (or such other committee of the Board that has responsibility for the nomination of directors from time to time) and nominated by the Company and shall be independent of, and not have a material relationship with, management of the Company or any McCain Family Party or any Person acting jointly or in concert with any such Persons (each such director, an “independent director”) and shall, in addition, be an “independent director” for the purposes of National Instrument 52-110 - Audit Committees (together, the “Non-McCain Nominees”). (e) Each nominee for election to the Board hereunder shall be qualified to be a director of the Company under applicable law. (f) The McCain Family Representative and each McCain Family Party shall complete and cause the management forms of proxy in respect of all Shares of the Company that he, she or it is entitled to vote at any meeting of shareholders (for clarity, taking into account for this purpose the provisions of paragraph 7 of Schedule D) at which directors are to be elected to be validly executed and delivered to management of the Company to be voted at any such meeting (or any adjournment thereof) in favour of the election of directors in which the holders of shares of Common Stock and Preferred Stock, voting together as a single class, are entitled to elect a member each of the Boardnominees nominated in accordance with Section 3(a) and Section 3(d), one and to not withdraw those forms of proxy. (1g) individual who shall be mutually acceptable to Notwithstanding the foregoing provisions of this Section 3, if in connection with any meeting of the shareholders of the Company: (i) the Active Founders who are then serving as full-time employees Board has determined in good faith, that it is in the best interests of the Company to select nominees for election to the Board at the next meeting of shareholders other than in accordance with Section 3(d); and (ii) the individuals designated as Board members pursuant has provided written notice to Sections 1.2(athe McCain Family Representative, not less than 45 days prior to the meeting of the Company’s shareholders at which the Board proposes to nominate directors not selected in accordance with Section 3(d) identifying the nominees that the Board proposes to nominate not in accordance with Section 3(d), 1.2(bthe Board may select nominees other than in accordance with Section 3(d) and 1.2(c) abovein connection with any such meeting, and which individual the McCain Family Parties shall initially not be Xxxxxxx Xxxxxxx; required to vote in favour of the Board’s nominees, provided that: (A) if the Company has individual voting for each director (and not slate voting) and if majority voting requirements apply to that election of directors (a requirement, whether by policy or by law, that, if any one or more director nominees in an uncontested election fails to receive more votes in favour of their election than votes against or withheld from their election (as the case may be), such director nominee(s) may be required to resign or will not be elected as a matter of law (as the case may be)), the McCain Family Parties shall be required to vote for any nominees selected in accordance with Section 3(d); and (B) the McCain Family Parties shall not be required to vote for any nominees not selected in accordance with Section 3(d) and may nominate for election alternative nominees to the nominees that were not selected in accordance with Section 3(d). If the Board selects all nominees for election to the Board at any subsequent meeting of shareholders in accordance with Section 3(a) and Section 3(d) , the McCain Family Parties shall be required to vote in favour of the Board’s nominees, provided that the McCain Family Parties may vote for any director who was nominated by the McCain Family Representative following receipt of notice contemplated in this Section 3(g) and shall vote in favour of that number of the Board’s nominees up the maximum number of directors to be elected at any such meeting. (h) In the event that Xxxxxxx Xxxxxxx resigns one third or is removed from more of the Board directors who are elected at a meeting of shareholders (other than those nominated in accordance with Section 3(a)) do not qualify for any reasonnomination pursuant to Section 3(d), his replacement director the McCain Family Parties shall not thereafter be mutually acceptable required to comply with the provisions of this Section 3. (i) Active Founders Notwithstanding the foregoing, if there is a Contested Election, the McCain Family Parties shall not be required to comply with the provisions of Section 3(f) or Section 3(g) during the Contested Election and shall not be required to comply with the provisions of Section 3(f) or Section 3(g) after a Contested Election if the outcome of the Contested Election has resulted in the removal and/or replacement of any of the McCain Nominees or one third or more of the directors who are then qualify for nomination pursuant to Section 3(d) serving on the Board immediately prior to the Contested Election. For the purposes hereof, “Contested Election” shall mean any action taken by a Person (other than MHM, his Affiliates, the McCain Family Parties or Persons acting jointly or in concert with MHM or the McCain Family Parties) to, directly or indirectly: (i) engage in, participate in, or in any way initiate, directly or indirectly, any “solicitation” (as full-time employees such term is defined in the Canada Business Corporations Act) of proxies or consents, with respect to the voting of any shares of the Company; (ii) initiate, propose or otherwise engage in a solicitation of shareholders of the Company to vote any shares of the Company on any matter; or (iii) seek, alone or in concert with others: (A) to requisition or call a meeting of shareholders of the Company, (iiB) individuals designated to obtain representation on, or nominate or propose the nomination of any candidate for election to, the Board except as Board members pursuant otherwise set forth in this Agreement, or (C) to Sections 1.2(a), 1.2(b) and 1.2(c) above and (iii) holders effect the removal of at least a majority of the shares of Series E Preferred Stock, voting together as a separate class. To the extent that any of clauses (a) through (d) above shall not be applicable, any member of the Board or otherwise alter the composition of the Board, and, in each such case, there is a reasonable prospect that the action might result in a removal and/or replacement of (x) any of the McCain Nominees, or (y) one third or more of the directors who would otherwise have been designated in accordance with qualify for nomination pursuant to Section 3(d) serving on the terms thereof Board immediately prior to the Contested Election. For clarity, a Contested Election shall instead be voted upon by all the stockholders not occur as a result of the Company entitled to vote thereon in accordance with, and pursuant to, the Restated Charter. For purposes of this Agreement, an individual, firm, corporation, partnership, association, limited liability company, trust complying or any other entity (collectively, a “Person”) shall be deemed an “Affiliate” of another Person who, directly or indirectly, controls, is controlled by or is having complied with its obligations under common control with such Person, including, without limitation, any general partner, managing member, officer or director of such Person or any venture capital fund now or hereafter existing that is controlled by one or more general partners or managing members of, or shares the same management company with, such PersonSection 3.

Board Composition. Each Stockholder agrees to vote, or cause to be voted, all Shares owned by such Stockholder, or over which such Stockholder has voting control, from time to time and at all times, in whatever manner as shall be necessary to ensure that at each annual or special meeting of stockholders at which an election of directors is held or pursuant to any written consent of the stockholders, subject to Section 5, the following persons shall be elected to the Board: (a) At each election of directors in which the holders of shares of Series A/B/D Preferred Stock are entitled to elect the Series A/B/D Preferred DirectorThe Company’s Chief Executive Officer, one (1) individual designated by the holders of at least a majority of the shares of Series A/B/D Preferred Stock, voting together as a separate class and on an as-converted basis, which individual who shall initially be Xxxxxx Xxxxxxx; Jxxx X. Xx (b) At each election of directors in which the holders of shares of Series C Preferred Stock, voting together as a separate class, are entitled to elect the Series C Preferred Director, one (1) individual designated by the holders of at least a majority of the shares of Series C Preferred Stock, voting together as a separate class, which individual shall initially be Xxxxx Xxxxx; (c) At each election of directors in which the holders of shares of Common Stock are entitled to elect three (3) members of the Board, three (3) individuals as follows: (i) Each of Xxxxx Xxxxxxxxxxxx and Xxxxxx Xxxxxx (each, an “Active Founder” and, collectively, the “Active Founders”) for so long as he: (i) remains a full-time employee of the Company and (ii) holds, together with any Key Holder Trust (as defined in that certain Sixth Amended and Restated Right of First Refusal and Co-Sale Agreement, dated as of the date hereof, by and among the Company and the other parties thereto) established by such Active Founder (each such Key Holder Trust, an “AF TrustCEO Director”), at least 20% of the Shares held collectively by such Active Founder and his AF Trust(s), if any, as of the date hereof (the “Threshold Shares”), except that if any Active Founder declines, is unable to serve, is no longer a full-time employee of the Company or, together with such Active Founder’s AF Trust, if any, no longer holds the Threshold Shares, such Active Founder’s successor shall be designated by the holders of at least a majority of the shares of Common Stock, voting together as a separate class; provided that if for any Active Founder serving as a director pursuant to this section ceases reason the CEO Director shall cease to serve as a full-time employee the Chief Executive Officer of the Company and/or, together with such Active Founder’s AF Trust(s), if any, no longer holds the Threshold SharesCompany, each of the Stockholders shall promptly vote their respective Shares (i) to remove such Active Founder from the Board following such time as such Active Founder is no longer a full-time employee former Chief Executive Officer of the Company and/or no longer holds, together with such Active Founder’s AF Trust(s)from the Board, if any, the Threshold Shares if such Active Founder person has not resigned as a member of the Board; and (ii) to elect such person’s replacement as Chief Executive Officer of the Company as the new CEO Director; (iib) One individual Common Director designated by the holders of Key Holders holding at least a majority of the outstanding shares of Common Stock then held by the Key Holders who are then providing services to the Company as employees or consultants, who shall initially be Axxx Xxxxxxxxxxxx; (other than c) As the third director, a person that qualifies as an “independent” director under applicable NASDAQ and NYSE listing standards, or who possesses relevant industry experience for the Company and is not otherwise providing services to the Company as an employee or consultant, designated by both (i) holders of a majority of the Common Stock then held by the Key Holders providing services to the Company as employees or consultants and (ii) holders of a majority of the Preferred Stock (including shares of Common Stock issued or issuable upon conversion of the Preferred Stock) then held by all holders of Preferred Stock (the “Independent Director”), voting together as a separate class, that is reasonably acceptable to at least one of the Active Founders, which individual shall initially be Xxxxx Xxxxxx; provided that if any Active Founder cease to serve as a full-time employee of the Company and/or no longer holds, together with such Active Founder’s AF Trust, the Threshold Shares, then the director initial Independent Director may be designated in accordance with this Section 1.2(d)(ii) need not be acceptable to such Active Founder; (d) At each election of directors in which the holders of shares of Common Stock and Preferred Stock, voting together as a single class, are entitled to elect a member of the Board, one (1) individual who shall be mutually acceptable to (i) the Active Founders who are then serving as full-time employees of the Company and (ii) the individuals designated as Board members pursuant to Sections 1.2(a), 1.2(b) and 1.2(c) above, and which individual shall initially be Xxxxxxx Xxxxxxx; provided that, in the event that Xxxxxxx Xxxxxxx resigns or is removed from the Board for any reason, his replacement director shall be mutually acceptable to the (i) Active Founders who are then serving as full-time employees of the Company, (ii) individuals designated as Board members pursuant to Sections 1.2(a), 1.2(b) and 1.2(c) above and (iii) holders of by Key Holders holding at least a majority of the outstanding shares of Series E Preferred StockCommon Stock then held by the Key Holders who are then providing services to the Company as employees or consultants, voting together as a separate class. To subject to the extent that any reasonable approval of clauses (a) through AKCK LLC; and (d) above shall not to the extent the authorized number of directors increases to a number greater than three, such individuals as may be applicable, any member nominated by a majority of the other members of the Board who would otherwise have been designated or, in accordance with the terms thereof shall instead be voted upon absence of such nomination, by the holders of a majority of the outstanding Shares held by all Stockholders, in each case who qualify as “independent” directors under applicable NASDAQ and NYSE listing standards, or who possess relevant industry experience for the stockholders Company, or who otherwise are determined suitable to service on the Board by the other members of the Company entitled to vote thereon in accordance with, and pursuant to, the Restated Charter. For purposes of this Agreement, an individual, firm, corporation, partnership, association, limited liability company, trust or any other entity (collectively, a “Person”) shall be deemed an “Affiliate” of another Person who, directly or indirectly, controls, is controlled by or is under common control with such Person, including, without limitation, any general partner, managing member, officer or director of such Person or any venture capital fund now or hereafter existing that is controlled by one or more general partners or managing members of, or shares the same management company with, such PersonBoard.

Board Composition. Each Stockholder agrees to vote, or cause to be voted, all Shares owned by such Stockholder, or over which such Stockholder has voting control, from time to time and at all times, in whatever manner as shall be necessary to ensure that at each annual or special meeting of stockholders at which an election of directors is held or pursuant to any written consent of the stockholders, the following persons shall be elected to the Board: (a) At each election of directors in which the holders of shares of Series A/B/D Preferred Stock are entitled to elect the Series A/B/D Preferred Director, one (1) individual One person designated by the holders of at least a majority of the shares of Series A/B/D Preferred StockiDE Fund, voting together as a separate class and on an as-converted basisL.P., which individual shall initially be Xxxxxx Xxxxxxx; (b) At each election of directors in which the holders of shares of Series C Preferred StockXxxxxx, voting together as a separate class, are entitled to elect the Series C Preferred Director, one (1) individual designated by the holders of at least a majority of the shares of Series C Preferred Stock, voting together as a separate class, which individual shall initially be Xxxxx Xxxxx; (c) At each election of directors in which the holders of shares of Common Stock are entitled to elect three (3) members of the Board, three (3) individuals as follows: (i) Each of Xxxxx Xxxxxxxxxxxx and Xxxxxx Xxxxxx (each, an “Active Founder” and, collectively, the “Active Founders”) for so long as he: (i) remains a full-time employee the Investors and their Affiliates continue to own beneficially shares of Preferred Stock of the Company and (ii) holds, together with any Key Holder Trust (as defined in that certain Sixth Amended and Restated Right of First Refusal and Co-Sale Agreement, dated as of the date hereof, by and among the Company and the other parties thereto) established by such Active Founder (each such Key Holder Trust, an “AF Trust”), at least 20% of the Shares held collectively by such Active Founder and his AF Trust(s), if any, as of the date hereof (the “Threshold Shares”), except that if any Active Founder declines, is unable to serve, is no longer a full-time employee of the Company or, together with such Active Founder’s AF Trust, if any, no longer holds the Threshold Shares, such Active Founder’s successor shall be designated by the holders of at least a majority of the shares of Common Stock, voting together as a separate class; provided that if any Active Founder serving as a director pursuant to this section ceases to serve as a full-time employee of the Company and/or, together with such Active Founder’s AF Trust(s), if any, no longer holds the Threshold Shares, each of the Stockholders shall promptly vote their respective Shares to remove such Active Founder from the Board following such time as such Active Founder is no longer a full-time employee of the Company and/or no longer holds, together with such Active Founder’s AF Trust(s), if any, the Threshold Shares if such Active Founder has not resigned as a member of the Board; (ii) One individual designated by the holders of at least a majority of the shares of Common Stock (other than including shares of Common Stock issued or issuable upon conversion of Preferred Stock), voting together as which number is subject to appropriate adjustment for all stock splits, dividends, combinations, recapitalizations and the like; (b) Three persons designated by holders of a separate classmajority of the outstanding Common Stock, that which individuals shall initially be Xxxxx Xxxxx, Xxxxx Xxxxxx and Xxxx Xxxxxxx; (c) One person designated by the Company’s Chief Executive Officer, who is not otherwise an Affiliate of the Company or any Stockholder and who is reasonably acceptable to at least one of the Active FoundersBoard, which individual shall initially be Xxxxxx Xxxxxxxxx; and (d) The Company’s Chief Executive Officer, who shall initially be Xxxxx Xxxxxx; Xxxxx Xxxxx (the “CEO Director”), provided that if for any Active Founder reason the CEO Director shall cease to serve as a full-time employee the Chief Executive Officer of the Company and/or no longer holdsCompany, together with each of the Stockholders shall promptly vote their respective Shares (i) to remove the former Chief Executive Officer from the Board if such Active Founder’s AF Trust, the Threshold Shares, then the director designated in accordance with this Section 1.2(d)(ii) need person has not be acceptable to such Active Founder; (d) At each election of directors in which the holders of shares of Common Stock and Preferred Stock, voting together resigned as a single class, are entitled to elect a member of the Board, one (1) individual who shall be mutually acceptable to (i) the Active Founders who are then serving as full-time employees of the Company ; and (ii) the individuals designated to elect such person’s replacement as Board members pursuant to Sections 1.2(a), 1.2(b) and 1.2(c) above, and which individual shall initially be Xxxxxxx Xxxxxxx; provided that, in the event that Xxxxxxx Xxxxxxx resigns or is removed from the Board for any reason, his replacement director shall be mutually acceptable to the (i) Active Founders who are then serving as full-time employees Chief Executive Officer of the Company, (ii) individuals designated Company as Board members pursuant to Sections 1.2(a), 1.2(b) and 1.2(c) above and (iii) holders of at least a majority of the shares of Series E Preferred Stock, voting together as a separate classnew CEO Director. To the extent that any of clauses (a) through (d) above shall not be applicable, any member of the Board who would otherwise have been designated in accordance with the terms thereof shall instead be voted upon by all the stockholders of the Company entitled to vote thereon in accordance with, and pursuant to, the Company’s Restated CharterCertificate. For purposes of this Agreement, an individual, firm, corporation, partnership, association, limited liability company, trust or any other entity (collectively, a “Person”) shall be deemed an “Affiliate” of another Person who, directly or indirectly, controls, is controlled by or is under common control with such Person, including, without limitation, any general partner, managing member, officer or director of such Person or any venture capital fund now or hereafter existing that is controlled by one or more general partners or managing members of, or shares the same management company with, such Person.

Board Composition. Each Stockholder agrees to vote, or cause to be voted, all Shares owned by such Stockholder, or over which such Stockholder has voting control, from time to time and at all times, in whatever manner as shall be necessary to ensure that at each annual or special meeting of stockholders at which an election of directors is held or pursuant to any written consent of the stockholders, subject to Section 5, the following persons shall be elected to the Board: (a) At each election of directors in which the holders of shares of Series A/B/D Preferred Stock are entitled to elect the Series A/B/D Preferred DirectorThe Company’s Chief Executive Officer, one (1) individual designated by the holders of at least a majority of the shares of Series A/B/D Preferred Stock, voting together as a separate class and on an as-converted basis, which individual who shall initially be Xxxxxx Xxxxxxx; Xxxx X. Xx (b) At each election of directors in which the holders of shares of Series C Preferred Stock, voting together as a separate class, are entitled to elect the Series C Preferred Director, one (1) individual designated by the holders of at least a majority of the shares of Series C Preferred Stock, voting together as a separate class, which individual shall initially be Xxxxx Xxxxx; (c) At each election of directors in which the holders of shares of Common Stock are entitled to elect three (3) members of the Board, three (3) individuals as follows: (i) Each of Xxxxx Xxxxxxxxxxxx and Xxxxxx Xxxxxx (each, an “Active Founder” and, collectively, the “Active Founders”) for so long as he: (i) remains a full-time employee of the Company and (ii) holds, together with any Key Holder Trust (as defined in that certain Sixth Amended and Restated Right of First Refusal and Co-Sale Agreement, dated as of the date hereof, by and among the Company and the other parties thereto) established by such Active Founder (each such Key Holder Trust, an “AF TrustCEO Director”), at least 20% of the Shares held collectively by such Active Founder and his AF Trust(s), if any, as of the date hereof (the “Threshold Shares”), except that if any Active Founder declines, is unable to serve, is no longer a full-time employee of the Company or, together with such Active Founder’s AF Trust, if any, no longer holds the Threshold Shares, such Active Founder’s successor shall be designated by the holders of at least a majority of the shares of Common Stock, voting together as a separate class; provided that if for any Active Founder serving as a director pursuant to this section ceases reason the CEO Director shall cease to serve as a full-time employee the Chief Executive Officer of the Company and/or, together with such Active Founder’s AF Trust(s), if any, no longer holds the Threshold SharesCompany, each of the Stockholders shall promptly vote their respective Shares (i) to remove such Active Founder from the Board following such time as such Active Founder is no longer a full-time employee former Chief Executive Officer of the Company and/or no longer holds, together with such Active Founder’s AF Trust(s)from the Board, if any, the Threshold Shares if such Active Founder person has not resigned as a member of the Board; and (ii) to elect such person’s replacement as Chief Executive Officer of the Company as the new CEO Director; (iib) One individual Common Director designated by the holders of Key Holders holding at least a majority of the outstanding shares of Common Stock then held by the Key Holders who are then providing services to the Company as employees or consultants, who shall initially be Xxxx Xxxxxxxxxxxx; (other than c) As the third director, a person that qualifies as an “independent” director under applicable NASDAQ and NYSE listing standards, or who possesses relevant industry experience for the Company and is not otherwise providing services to the Company as an employee or consultant, designated by both (i) holders of a majority of the Common Stock then held by the Key Holders providing services to the Company as employees or consultants and (ii) holders of a majority of the Series Seed Preferred Stock (including shares of Common Stock issued or issuable upon conversion of the Series Seed Preferred Stock) then held by all holders of Series Seed Preferred Stock (the “Independent Director”), voting together as a separate class, that is reasonably acceptable to at least one of the Active Founders, which individual who shall initially be Xxxxx XxxxxxXxxxxxx Xxxxx; provided that if any Active Founder cease to serve as a full-time employee of the Company and/or no longer holds, together with such Active Founder’s AF Trust, the Threshold Shares, then the director designated in accordance with this Section 1.2(d)(ii) need not be acceptable to such Active Founder;and (d) At each election to the extent the authorized number of directors in which the holders of shares of Common Stock and Preferred Stockincreases to a number greater than three, voting together such individuals as a single class, are entitled to elect a member of the Board, one (1) individual who shall may be mutually acceptable to (i) the Active Founders who are then serving as full-time employees of the Company and (ii) the individuals designated as Board members pursuant to Sections 1.2(a), 1.2(b) and 1.2(c) above, and which individual shall initially be Xxxxxxx Xxxxxxx; provided that, in the event that Xxxxxxx Xxxxxxx resigns or is removed from the Board for any reason, his replacement director shall be mutually acceptable to the (i) Active Founders who are then serving as full-time employees of the Company, (ii) individuals designated as Board members pursuant to Sections 1.2(a), 1.2(b) and 1.2(c) above and (iii) holders of at least nominated by a majority of the shares of Series E Preferred Stock, voting together as a separate class. To the extent that any of clauses (a) through (d) above shall not be applicable, any member other members of the Board who would otherwise have been designated or, in accordance with the terms thereof shall instead be voted upon absence of such nomination, by the holders of a majority of the outstanding Shares held by all Stockholders, in each case who qualify as “independent” directors under applicable NASDAQ and NYSE listing standards, or who possess relevant industry experience for the stockholders Company, or who otherwise are determined suitable to service on the Board by the other members of the Company entitled to vote thereon in accordance with, and pursuant to, the Restated Charter. For purposes of this Agreement, an individual, firm, corporation, partnership, association, limited liability company, trust or any other entity (collectively, a “Person”) shall be deemed an “Affiliate” of another Person who, directly or indirectly, controls, is controlled by or is under common control with such Person, including, without limitation, any general partner, managing member, officer or director of such Person or any venture capital fund now or hereafter existing that is controlled by one or more general partners or managing members of, or shares the same management company with, such PersonBoard.

Board Composition. (a) At all times when the Equity Shares and the Share Equivalents held by any Investor (along with its Affiliates) is equal to at least the Minimum Shareholding, such Investor shall have the right to nominate one (1) Director. (b) The Directors appointed by the relevant Investors pursuant to Section 2.03(a), are collectively referred to as “Nominee Directors” and individually as “Nominee Director”, and in each such case the Shareholders (which are Parties) shall, in accordance with Article VII, ensure that such nominee is promptly appointed as a Director. If the Nominee Directors are required at any time to retire by rotation under Applicable Law, the Shareholders (which are Parties) shall ensure that such retiring Nominee Director(s) is/are re-appointed at the general meeting in which such Director(s) is/are required to retire and further, the Parties agree and undertake to exercise their votes accordingly, in order to ensure such re-appointment. Each Stockholder agrees Nominee Director shall be a non-executive director and shall not in any manner whatsoever be responsible for the day-to- day management of the Company and/or be liable for any failure by the Company to votecomply with any Applicable Law. For the avoidance of doubt, it is hereby clarified that (i) none of the Nominee Directors shall be construed as an “officer in default” (under the Act) or cause an “occupier” (of the Company’s premises) under Applicable Law. The Nominee Directors shall not be required to hold any qualification Equity Shares or Share Equivalents. To the extent required under Applicable Law, the Board shall at all times be votedconstituted in a manner such that the Company is Owned and Controlled by Residents and/or Indian companies which are Owned and Controlled by Residents. Accordingly, the Parties hereby agree that the number of Directors nominated by Non-Resident or Persons that are Owned or Controlled by Non-Residents shall always constitute less than fifty percent (50%) of the total number of Directors on the Board. (c) Subject to Section 2.03(b) above, the Board shall be composed of (i) two (2) executive Directors; (ii) at least two (2) designated independent Directors; and (iii) such number of Nominee Directors appointed by the relevant Investors (together with their Affiliates) pursuant to Section 2.03(a) above. (d) One of the independent directors nominated pursuant to Section 2.03(c), as agreed by a majority of the Directors, shall be the Chairman of each Board meeting. (e) The Board has constituted the following committees whose members shall all be Directors: (i) the audit committee; (ii) the nomination and remuneration committee; (iii) the corporate social responsibility committee; and (iv) the share allotment committee. Each Nominee Director shall, at the option of relevant Investor, be a member of any committee or sub-committees of the Board (as existing from time to time). Each Investor (excluding IFC) shall, so long as the Equity Shares owned and/or Share Equivalents held by such StockholderInvestor (along with its Affiliates) represent, or over which such Stockholder has voting controlin the aggregate, at least four point nine five percent (4.95%) of all existing Equity Shares and Share Equivalents on a Fully Diluted Basis, at its own discretion have the right to appoint an observer each (each being referred to as an “Investor Observer”) from time to time and at to attend all times, in whatever manner as shall be necessary to ensure that at each annual or special meeting of stockholders at which an election of directors is held or pursuant to any written consent meetings of the stockholders, Board and the following persons shall be elected to the Board: (a) At each election of directors in which the holders of shares of Series A/B/D Preferred Stock are entitled to elect the Series A/B/D Preferred Director, one (1) individual designated by the holders of at least a majority of the shares of Series A/B/D Preferred Stock, voting together as a separate class committees and on an assub-converted basis, which individual shall initially be Xxxxxx Xxxxxxx; (b) At each election of directors in which the holders of shares of Series C Preferred Stock, voting together as a separate class, are entitled to elect the Series C Preferred Director, one (1) individual designated by the holders of at least a majority of the shares of Series C Preferred Stock, voting together as a separate class, which individual shall initially be Xxxxx Xxxxx; (c) At each election of directors in which the holders of shares of Common Stock are entitled to elect three (3) members of the Board, three (3) individuals as follows: (i) Each of Xxxxx Xxxxxxxxxxxx and Xxxxxx Xxxxxx (each, an “Active Founder” and, collectively, the “Active Founders”) for so long as he: (i) remains a full-time employee of the Company and (ii) holds, together with any Key Holder Trust committees thereof (as defined in that certain Sixth Amended and Restated Right of First Refusal and Co-Sale Agreement, dated existing as of the date hereof, by and among or at any time in the Company and the other parties thereto) established by such Active Founder (each such Key Holder Trust, an “AF Trust”future), as a permanent invitee. The Investor Observers may or may not be the Nominee Directors appointed by the relevant Investors and shall not be entitled to a separate vote at least 20% any such meetings, however, the Investor Observers shall have the right to review all documentation, financial information and other information that is presented to the board committees or sub-committees of the Shares held collectively by such Active Founder and his AF Trust(s), if any, as of the date hereof (the “Threshold Shares”), except that if any Active Founder declines, is unable to serve, is no longer a full-time employee Company. Any financial audit of the Company ormust be in compliance with the Accounting Standards and approved by the audit committee. Minutes of the committee meetings and documents presented at such committee meetings, together with such Active Founder’s AF Trust, if any, no longer holds the Threshold Shares, such Active Founder’s successor shall be designated by presented at each Board meeting. For avoidance of doubt it is clarified that IFC does not retain the holders right to appoint an Investor Observer. It is clarified that in the event the shareholding percentage of at least an Investor (along with its Affiliates) falls below the aforementioned four point nine five percent (4.95%) of all existing Equity Shares and Share Equivalents on a majority of the shares of Common Stock, voting together as Fully Diluted Basis due to a separate class; provided that if any Active Founder serving as a director dilution pursuant to this section ceases to serve as a full-time employee any issuance of the Company and/or, together with such Active Founder’s AF Trust(s), if any, no longer holds the Threshold Shares, each of the Stockholders shall promptly vote their respective Equity Shares to remove such Active Founder from the Board following such time as such Active Founder is no longer a full-time employee of the Company and/or no longer holds, together with such Active Founder’s AF Trust(s), if anyShare Equivalents under an ESOP scheme, the Threshold Shares if aggregate shareholding required for appointing the Investor Observer under this Section for such Active Founder has not resigned as a member Investor shall stand revised to the diluted shareholding percentage of the Board;such Investor. (iif) One individual designated by the holders of at least a majority of the shares of Common Stock (other than shares of Common Stock issued or issuable upon conversion of Preferred Stock), voting together as a separate class, that is reasonably acceptable to at least one of the Active Founders, which individual Each Nominee Director shall initially be Xxxxx Xxxxxx; provided that if any Active Founder cease to serve as a full-time employee of the Company and/or no longer holds, together with such Active Founder’s AF Trust, the Threshold Shares, then the director designated in accordance with this Section 1.2(d)(ii) need not be acceptable to such Active Founder; (d) At each election of directors in which the holders of shares of Common Stock and Preferred Stock, voting together as a single class, are entitled to elect a member of examine the Boardbooks, one (1) individual who shall be mutually acceptable to (i) the Active Founders who are then serving as full-time employees accounts and records of the Company and (ii) shall have free access, at all reasonable times and with prior reasonable written notice, to any and all properties and facilities of the individuals designated as Board members pursuant to Sections 1.2(a), 1.2(b) and 1.2(c) above, and which individual Company. The Company shall initially be Xxxxxxx Xxxxxxx; provided that, in the event that Xxxxxxx Xxxxxxx resigns or is removed from the Board for any reason, his replacement director shall be mutually acceptable provide such information relating to the (i) Active Founders who are then serving as full-time employees business affairs and financial position of the Company, as the relevant Nominee Director may reasonably require. Each Nominee Director may provide such information to the respective Investor appointing such Nominee Director and their respective Affiliates and its representatives (ii) individuals designated as Board members pursuant to Sections 1.2(aincluding legal, financial and professional advisors and bankers), 1.2(b) and 1.2(c) above and (iii) holders of at least a majority of the shares of Series E Preferred Stock, voting together as a separate class. To the extent that any of clauses (a) through (d) above shall not be applicable, any member of the Board who would otherwise have been designated in accordance with the terms thereof shall instead be voted upon by all the stockholders of the Company entitled to vote thereon in accordance with, and pursuant to, the Restated Charter. For purposes of this Agreement, an individual, firm, corporation, partnership, association, limited liability company, trust or any other entity (collectively, a “Person”) shall be deemed an “Affiliate” of another Person who, directly or indirectly, controls, is controlled by or is under common control with such Person, including, without limitation, any general partner, managing member, officer or director of such Person or any venture capital fund now or hereafter existing that is controlled by one or more general partners or managing members of, or shares the same management company with, such Person.

Board Composition. Each Stockholder agrees to vote, or cause to be voted, all Shares owned by such Stockholder, or over which such Stockholder has voting control, from time to time and at all times, in whatever manner as shall be necessary to ensure that at each annual or special meeting of stockholders at which an election of directors is held or pursuant to any written consent of the stockholders, the following persons shall be elected to the Board: (a) At each The initial Receiver Designees to be designated for election to the board of directors in which of the holders Corporation at the 2007 AGM shall be and are Dxxxxx X. Xxxxx and Rxxxxx Xxxxxxxxx. (b) The initial Lxxxxxxxx Designees to be designated for election to the board of shares directors of Series A/B/D Preferred Stock the Corporation at the 2007 AGM shall be and are entitled Rxxxxxx Xxxxxx and Dxxxxx Xxxx. (c) If at any time the board of directors of the Corporation deems it helpful or necessary to elect the Series A/B/D Preferred Director, add one (1) individual designated additional member to the board of directors (a "New Board Member") then the board of directors may do so by the holders of at least a majority an act of the shares board of Series A/B/D Preferred Stock, voting together as a separate class and on an as-converted basis, which individual shall initially be Xxxxxx Xxxxxxx;directors. (bd) At each election The board of directors in which the holders of shares of Series C Preferred Stock, voting together as a separate class, are entitled to elect the Series C Preferred Director, one (1) individual designated by the holders of at least a majority of the shares of Series C Preferred Stock, voting together as a separate class, which individual shall initially be Xxxxx Xxxxx; (c) At each election of directors in which the holders of shares of Common Stock are entitled to elect three (3) members Corporation will solicit proxies of the Board, three (3) individuals Shareholders of the Corporation for the 2007 AGM as follows: (i) To elect the Receiver Designees. (ii) To elect the Lxxxxxxxx Designees. (iii) To elect Milos Djokovic and the New Board Member, if applicable, to the board of directors of the Corporation provided that if Milos Djokovic and the New Board Member, if applicable, or either of them shall not wish to stand for election at the 2007 AGM or in the event that Milos Djokovic is no longer the Chief Executive Officer of the Corporation, the Board shall solicit proxies of the Shareholders of the Corporation to elect, as their replacement or replacements, the person or persons, as the case may be, to be determined by the board of directors of the Corporation. (e) The above-mentioned recommendation by the board of directors of the Corporation will be presented to the shareholders of the Corporation as part of the management proxy circular to be circulated in connection with the 2007 AGM. Each of Xxxxx Xxxxxxxxxxxx and Xxxxxx Xxxxxx the Parties shall, at least one (each1) week prior to the 2007 AGM, an “Active Founder” and, collectively, the “Active Founders”) for so long as heprovide each other Party written confirmation of: (i) remains a full-time employee of the Company and (ii) holds, together with any Key Holder Trust (as defined in that certain Sixth Amended and Restated Right of First Refusal and Co-Sale Agreement, dated as of the date hereof, by and among the Company and the other parties thereto) established by such Active Founder (each such Key Holder Trust, an “AF Trust”), at least 20% of the Shares held collectively by such Active Founder and his AF Trust(s), if any, as of the date hereof (the “Threshold Shares”), except that if any Active Founder declines, is unable to serve, is no longer a full-time employee of the Company or, together with such Active Founder’s AF Trust, if any, no longer holds the Threshold Shares, such Active Founder’s successor shall be designated by the holders of at least a majority of the shares of Common Stock, voting together as a separate class; provided that if any Active Founder serving as a director pursuant to this section ceases to serve as a full-time employee of the Company and/or, together with such Active Founder’s AF Trust(s), if any, no longer holds the Threshold Shares, each of the Stockholders shall promptly vote their respective Shares to remove such Active Founder from the Board following such time as such Active Founder is no longer a full-time employee of the Company and/or no longer holds, together with such Active Founder’s AF Trust(s), if any, the Threshold Shares if such Active Founder has not resigned as a member of the Board; (ii) One individual designated by the holders of at least a majority of the shares of Common Stock (other than shares of Common Stock issued or issuable upon conversion of Preferred Stock), voting together as a separate class, that is reasonably acceptable to at least one of the Active Founders, which individual shall initially be Xxxxx Xxxxxx; provided that if any Active Founder cease to serve as a full-time employee of the Company and/or no longer holds, together with such Active Founder’s AF Trust, the Threshold Shares, then the director designated in accordance with this Section 1.2(d)(ii) need not be acceptable to such Active Founder; (d) At each election of directors in which the holders number of shares of Common Stock and Preferred Stock, voting together as a single class, are entitled to elect a member of the Board, one (1) individual who shall be mutually acceptable to (i) the Active Founders who are then serving as full-time employees of the Company they beneficially own; and (ii) the individuals designated as Board members instructions they provided to the Corporation with respect to the voting of their shares. If any Party disputes the number of shares or the voting instructions, that Party shall provide written notice of such dispute to the other Party within 2 business days. Failure to provide such notice shall be considered a waiver of the right to object or dispute such written confirmation(s). (f) The right of the Receiver to, pursuant to Sections 1.2(a)the terms of this Agreement, 1.2(b) and 1.2(c) above, and which individual shall initially be Xxxxxxx Xxxxxxx; provided that, in the event that Xxxxxxx Xxxxxxx resigns or is removed from the Board for any reason, his replacement director shall be mutually acceptable appoint two Receiver Nominees to the board of directors of the Corporation (and the covenant of the other Parties to cause the Receiver Nominees to be appointed to the board of directors of the Corporation) shall cease upon the earlier of: (i) Active Founders who are then serving as full-time employees of the Company, 2008 AGM; or (ii) individuals designated as Board members pursuant the date the Receiver, the Lancer Entities and the beneficial holders of the Lancer Entities cease to Sections 1.2(a), 1.2(b) and 1.2(c) above and (iii) holders be the beneficial owner of at least a majority 10% of the shares equity securities of Series E Preferred Stockthe Corporation. For the avoidance of doubt, voting together the provisions of this Section 6 shall in no way impact: (i) the rights granted to the Receiver and Lancer Entities in the Voting Rights Agreement dated July 15, 2004, by and between the Corporation, Lancer Offshore, Inc., Lancer Partners, L.P., Omnifund, Ltd., and LSPV, LLC (the "Voting Rights Agreement"); or (ii) the rights and privileges of the Receiver as a separate class. To shareholder of Zi, including those rights and privileges set forth in Section 4 of this Agreement. (g) The right of Lxxxxxxxx to appoint two Lxxxxxxxx Nominees to the extent that any board of clauses (a) through (d) above shall not be applicable, any member directors of the Board who would otherwise have been designated in accordance with Corporation (and the terms thereof shall instead be voted upon by all the stockholders covenant of the Company entitled other Parties to vote thereon in accordance with, and pursuant tocause the Lxxxxxxxx Nominees to be appointed to the board of directors of the Corporation) shall cease upon the earlier of: (i) the 2008 AGM; or (ii) the date Lxxxxxxxx ceases to be the beneficial owner of 5% of the equity securities of the Corporation. (h) For the avoidance of doubt, the Restated CharterParties agree that a Party's right to designate a director nominee does not independently disqualify such director nominee from being considered "independent". For the purposes of this Agreement, an individual, firm, corporation, partnership, association, limited liability company, trust or any other entity (collectively, the calculation of a “Person”) Party's beneficial ownership shall be deemed made without giving effect to any option or warrant with an “Affiliate” exercise price per share of another Person whocommon stock greater than then five day, directly or indirectly, controls, is controlled by or is under volume weighted average trading price of the Corporation's common control with such Person, including, without limitation, any general partner, managing member, officer or director of such Person or any venture capital fund now or hereafter existing that is controlled by one or more general partners or managing members of, or shares the same management company with, such Personstock.

Board Composition. (a) For so long as the Bioverda Parties and their Affiliates own beneficially Shares representing not less than 33.5% of the outstanding Common Stock of the Company, the Bioverda Parties shall have a right to designate four individuals to be nominated by the board of directors of the Company for election as directors of the Company (the "Bioverda Nominees"). (b) For so long as Wilon Holdings S.A. and its Affiliates own beneficially Shares representing not less than 2.5% of the outstanding Common Stock of the Company, Wilon Holdings S.A. shall have a right to designate one individual to be nominated by the board of directors of the Company for election as a director of the Company (the "Wilon Nominee"). (c) During the applicable periods described in paragraphs (a) and (b), the Company shall cause each of the Bioverda Nominees and the Wilon Nominee (collectively, the "Nominees") to be nominated for election as directors of the Company at each meeting of shareholders at which an election of directors is held; and shall solicit proxies for the election of the Nominees at all such meetings, recommend that the shareholders of the Company vote for the election of each such Nominee to the board of directors, and include such information about the Nominees in the Company's proxy statement and other solicitation materials relating to the election of directors as is required under the Exchange Act and Applicable Law. (d) At the request of the Party entitled to designate a Nominee under this Section 3, the Company shall call a special meeting of shareholders for the purpose of electing directors, including to fill a vacancy on the board created by the resignation, removal or death of a Nominee who previously had been elected as a director. (e) Each Stockholder Shareholder agrees to vote, or cause to be voted, all Shares owned by such Stockholderhim, her or it, or over which such Stockholder he, she or it has voting control, from time to time and at all times, in whatever manner as shall be necessary to ensure that favor of the Nominees at each annual or special meeting of stockholders shareholders at which an election of directors is held or pursuant held, and otherwise to any written consent of take all Necessary Action to cause the stockholders, the following persons shall be elected to the Board: (a) At each election board of directors in which the holders of shares of Series A/B/D Preferred Stock are entitled to elect the Series A/B/D Preferred Director, one (1) individual designated by the holders of at least a majority of the shares of Series A/B/D Preferred Stock, voting together as a separate class and on an as-converted basis, which individual shall initially be Xxxxxx Xxxxxxx; (b) At each election of directors in which the holders of shares of Series C Preferred Stock, voting together as a separate class, are entitled to elect the Series C Preferred Director, one (1) individual designated by the holders of at least a majority of the shares of Series C Preferred Stock, voting together as a separate class, which individual shall initially be Xxxxx Xxxxx; (c) At each election of directors in which the holders of shares of Common Stock are entitled to elect three (3) members of the Board, three (3) individuals as follows: (i) Each of Xxxxx Xxxxxxxxxxxx and Xxxxxx Xxxxxx (each, an “Active Founder” and, collectively, the “Active Founders”) for so long as he: (i) remains a full-time employee of the Company and (ii) holds, together with any Key Holder Trust (as defined in that certain Sixth Amended and Restated Right of First Refusal and Co-Sale Agreement, dated as to be comprised of the date hereof, by and among the Company and the other parties thereto) established by such Active Founder (each such Key Holder Trust, an “AF Trust”), at least 20% of the Shares held collectively by such Active Founder and his AF Trust(s), if any, as of the date hereof (the “Threshold Shares”), except that if any Active Founder declines, is unable to serve, is no longer a full-time employee of the Company or, together with such Active Founder’s AF Trust, if any, no longer holds the Threshold Shares, such Active Founder’s successor shall be designated by the holders of at least a majority of the shares of Common Stock, voting together as a separate class; provided that if any Active Founder serving as a director pursuant to this section ceases to serve as a full-time employee of the Company and/or, together with such Active Founder’s AF Trust(s), if any, no longer holds the Threshold Shares, each of the Stockholders shall promptly vote their respective Shares to remove such Active Founder from the Board following such time as such Active Founder is no longer a full-time employee of the Company and/or no longer holds, together with such Active Founder’s AF Trust(s), if any, the Threshold Shares if such Active Founder has not resigned as a member of the Board; (ii) One individual designated by the holders of at least a majority of the shares of Common Stock (other than shares of Common Stock issued or issuable upon conversion of Preferred Stock), voting together as a separate class, that is reasonably acceptable to at least one of the Active Founders, which individual shall initially be Xxxxx Xxxxxx; provided that if any Active Founder cease to serve as a full-time employee of the Company and/or no longer holds, together with such Active Founder’s AF Trust, the Threshold Shares, then the director designated in accordance with this Section 1.2(d)(ii) need not be acceptable to such Active Founder; (d) At each election of directors in which the holders of shares of Common Stock and Preferred Stock, voting together as a single class, are entitled to elect a member of the Board, one (1) individual who shall be mutually acceptable to (i) the Active Founders who are then serving as full-time employees of the Company and (ii) the individuals designated as Board members pursuant to Sections 1.2(a), 1.2(b) and 1.2(c) above, and which individual shall initially be Xxxxxxx Xxxxxxx; provided that, in the event that Xxxxxxx Xxxxxxx resigns or is removed from the Board for any reason, his replacement director shall be mutually acceptable to the (i) Active Founders who are then serving as full-time employees of the Company, (ii) individuals designated as Board members pursuant to Sections 1.2(a), 1.2(b) and 1.2(c) above and (iii) holders of at least a majority of the shares of Series E Preferred Stock, voting together as a separate class. To the extent that any of clauses (a) through (d) above shall not be applicable, any member of the Board who would otherwise have been designated in accordance with the terms thereof shall instead be voted upon by all the stockholders of the Company entitled to vote thereon in accordance with, and pursuant to, the Restated Charter. For purposes of this Agreement, an individual, firm, corporation, partnership, association, limited liability company, trust or any other entity (collectively, a “Person”) shall be deemed an “Affiliate” of another Person who, directly or indirectly, controls, is controlled by or is under common control with such Person, including, without limitation, any general partner, managing member, officer or director of such Person or any venture capital fund now or hereafter existing that is controlled by one or more general partners or managing members of, or shares the same management company with, such PersonNominees.

Board Composition. Each Stockholder agrees to vote, or cause to be voted, all Shares owned by such Stockholder, or over which such Stockholder has voting control, from time to time and at all times, in whatever manner as shall be necessary to ensure that at each annual or special meeting of stockholders at which an election of directors is held or pursuant to any written consent of the stockholders, the following persons shall be elected to the Board: (a) At each election Subject to the terms of directors in which the holders of shares of Series A/B/D Preferred Stock are entitled to elect the Series A/B/D Preferred Director, one (1) individual designated by the holders of at least a majority of the shares of Series A/B/D Preferred Stock, voting together as a separate class and on an as-converted basis, which individual shall initially be Xxxxxx Xxxxxxx; (b) At each election of directors in which the holders of shares of Series C Preferred Stock, voting together as a separate class, are entitled to elect the Series C Preferred Director, one (1) individual designated by the holders of at least a majority of the shares of Series C Preferred Stock, voting together as a separate class, which individual shall initially be Xxxxx Xxxxx; (c) At each election of directors in which the holders of shares of Common Stock are entitled to elect three (3) members of the Board, three (3) individuals as followsthis Agreement: (i) Each of Xxxxx Xxxxxxxxxxxx and Xxxxxx Xxxxxx (each, an “Active Founder” and, collectively, the “Active Founders”) for so long as he: (i) remains a full-time employee of the Company and (ii) holds, together with any Key Holder Trust (as defined in that certain Sixth Amended and Restated Right of First Refusal and Co-Sale Agreement, dated as of the date hereof, by and among the Company and the other parties thereto) established by such Active Founder (each such Key Holder Trust, an “AF Trust”), at least 20% of the Shares held collectively by such Active Founder and his AF Trust(s), if any, as of the date hereof (the “Threshold Shares”), except that if any Active Founder declines, is unable to serve, is no longer a full-time employee of the Company or, together with such Active Founder’s AF Trust, if any, no longer holds the Threshold Shares, such Active Founder’s successor Richland shall be designated by entitled (A) to nominate one individual for election to the holders of at least a majority of the shares of Common Stock, voting together as a separate class; provided that if any Active Founder serving as a director pursuant to this section ceases Board to serve as a full-time employee of Director until his or her successor is elected and qualifies, (B) to nominate each such successor, and (C) to propose the Company and/or, together with such Active Founder’s AF Trust(s), if any, no longer holds the Threshold Shares, each of the Stockholders shall promptly vote their respective Shares to remove such Active Founder removal from the Board following such time as such Active Founder is no longer a full-time employee of any director nominated under the Company and/or no longer holds, together with such Active Founder’s AF Trust(sforegoing clause (A) or (B), if any, the Threshold Shares if such Active Founder has not resigned as a member of the Board; (ii) One First Union shall be entitled (A) to nominate one individual designated by for election to the holders of at least a majority of the shares of Common Stock (other than shares of Common Stock issued or issuable upon conversion of Preferred Stock), voting together as a separate class, that is reasonably acceptable to at least one of the Active Founders, which individual shall initially be Xxxxx Xxxxxx; provided that if any Active Founder cease Board to serve as a full-time employee Director until his or her successor is elected and qualifies, (B) to nominate each such successor, and (C) to propose the removal from the Board of any director nominated under the foregoing clause (A) or (B); (iii) Moorx xxxll be entitled (A) to nominate one individual for election to the Board to serve as a Director until his or her successor is elected and qualifies, (B) to nominate each such successor, and (C) to propose the removal from the Board of any director nominated under the foregoing clause (A) or (B); (iv) Boston shall be entitled (A) to nominate one individual for election to the Board to serve as a Director until his or her successor is elected and qualifies, (B) to nominate each such successor, and (C) to propose the removal from the Board of any director nominated under the foregoing clause (A) or (B). (b) Each nomination or any proposal to remove from the Board any director shall be made by delivering to the Company a notice signed by the party or parties entitled to such nomination or proposal. As promptly as practicable after delivery of such notice, the Company shall take or cause to be taken such corporate actions as may be reasonably required to cause the election or removal proposed in such notice. Such corporate actions may include calling a meeting or soliciting the written consent of the Company and/or no longer holdsBoard, together with such Active Founder’s AF Trustor calling a meeting or soliciting the written consent of the shareholders of the Company. (c) Each Holder and each Investor agrees to vote all of his, her or its Capital Stock for the Threshold Shares, then election to the director designated Board of all individuals nominated in accordance with this Section 1.2(d)(ii) need not 1.2 and for the removal from the Board of all directors proposed to be acceptable removed in accordance herewith. Each Holder and each Investor shall cause each director nominated by such shareholder to such Active Founder;vote for the election to the Board of all individuals nominated in accordance with this Section 1.2. (d) At each election In the event the size of the Board is increased to a number of directors in which greater than nine, the holders of shares of Common Stock Investors shall have the right to approve any nominees to fill such additional Board seats. (e) Moorx, Xxronto, Newcourt and Preferred StockBancAmerica shall have the right, voting together as a single classat the Company's expense, are entitled to elect a member have an observer present at all meetings of the Board, one (1) individual who shall be mutually acceptable to (i) the Active Founders who are then serving as full-time employees Board of Directors of the Company and (ii) any Committees thereof, subject to such confidentiality or other restrictions as may be imposed by the individuals designated as Board members pursuant to Sections 1.2(a), 1.2(b) and 1.2(c) above, and which individual shall initially be Xxxxxxx Xxxxxxx; provided that, in the event that Xxxxxxx Xxxxxxx resigns or is removed from the Board for any reason, his replacement director Board. Such observers shall be mutually acceptable entitled to the (i) Active Founders who are then serving same notice of meetings as full-time employees of directors and shall be entitled to receive all information or correspondence provided to the directors by the Company, (ii) individuals designated as Board members pursuant to Sections 1.2(a), 1.2(b) and 1.2(c) above and (iii) holders of at least a majority of the shares of Series E Preferred Stock, voting together as a separate class. To the extent that any of clauses (a) through (d) above shall not be applicable, any member of the Board who would otherwise have been designated in accordance with the terms thereof shall instead be voted upon by all the stockholders of the Company entitled to vote thereon in accordance with, and pursuant to, the Restated Charter. For purposes of this Agreement, an individual, firm, corporation, partnership, association, limited liability company, trust or any other entity (collectively, a “Person”) shall be deemed an “Affiliate” of another Person who, directly or indirectly, controls, is controlled by or is under common control with such Person, including, without limitation, any general partner, managing member, officer or director of such Person or any venture capital fund now or hereafter existing that is controlled by one or more general partners or managing members of, or shares the same management company with, such Person.

Board Composition. Each Stockholder agrees to vote, or cause to be voted, all Shares owned by such Stockholder, or over which such Stockholder has voting control, from time to time and at all times, in whatever manner as shall be necessary to ensure that at each annual or special meeting of stockholders at which an election of directors is held or pursuant to any written consent of the stockholders, the following persons shall be elected to the Board: (a) At each The initial Receiver Designees to be designated for election to the board of directors in which of the holders Corporation at the 2007 AGM shall be and are Dxxxxx X. Xxxxx and Rxxxxx Xxxxxxxxx. (b) The initial Lxxxxxxxx Designees to be designated for election to the board of shares directors of Series A/B/D Preferred Stock the Corporation at the 2007 AGM shall be and are entitled Rxxxxxx Xxxxxx and Dxxxxx Xxxx. (c) If at any time the board of directors of the Corporation deems it helpful or necessary to elect the Series A/B/D Preferred Director, add one (1) individual designated additional member to the board of directors (a “New Board Member”) then the board of directors may do so by the holders of at least a majority an act of the shares board of Series A/B/D Preferred Stock, voting together as a separate class and on an as-converted basis, which individual shall initially be Xxxxxx Xxxxxxx;directors. (bd) At each election The board of directors in which the holders of shares of Series C Preferred Stock, voting together as a separate class, are entitled to elect the Series C Preferred Director, one (1) individual designated by the holders of at least a majority of the shares of Series C Preferred Stock, voting together as a separate class, which individual shall initially be Xxxxx Xxxxx; (c) At each election of directors in which the holders of shares of Common Stock are entitled to elect three (3) members Corporation will solicit proxies of the Board, three (3) individuals Shareholders of the Corporation for the 2007 AGM as follows: (i) To elect the Receiver Designees. (ii) To elect the Lxxxxxxxx Designees. (iii) To elect Milos Djokovic and the New Board Member, if applicable, to the board of directors of the Corporation provided that if Milos Djokovic and the New Board Member, if applicable, or either of them shall not wish to stand for election at the 2007 AGM or in the event that Milos Djokovic is no longer the Chief Executive Officer of the Corporation, the Board shall solicit proxies of the Shareholders of the Corporation to elect, as their replacement or replacements, the person or persons, as the case may be, to be determined by the board of directors of the Corporation. (e) The above-mentioned recommendation by the board of directors of the Corporation will be presented to the shareholders of the Corporation as part of the management proxy circular to be circulated in connection with the 2007 AGM. Each of Xxxxx Xxxxxxxxxxxx and Xxxxxx Xxxxxx the Parties shall, at least one (each1) week prior to the 2007 AGM, an “Active Founder” and, collectively, the “Active Founders”) for so long as heprovide each other Party written confirmation of: (i) remains a full-time employee of the Company and (ii) holds, together with any Key Holder Trust (as defined in that certain Sixth Amended and Restated Right of First Refusal and Co-Sale Agreement, dated as of the date hereof, by and among the Company and the other parties thereto) established by such Active Founder (each such Key Holder Trust, an “AF Trust”), at least 20% of the Shares held collectively by such Active Founder and his AF Trust(s), if any, as of the date hereof (the “Threshold Shares”), except that if any Active Founder declines, is unable to serve, is no longer a full-time employee of the Company or, together with such Active Founder’s AF Trust, if any, no longer holds the Threshold Shares, such Active Founder’s successor shall be designated by the holders of at least a majority of the shares of Common Stock, voting together as a separate class; provided that if any Active Founder serving as a director pursuant to this section ceases to serve as a full-time employee of the Company and/or, together with such Active Founder’s AF Trust(s), if any, no longer holds the Threshold Shares, each of the Stockholders shall promptly vote their respective Shares to remove such Active Founder from the Board following such time as such Active Founder is no longer a full-time employee of the Company and/or no longer holds, together with such Active Founder’s AF Trust(s), if any, the Threshold Shares if such Active Founder has not resigned as a member of the Board; (ii) One individual designated by the holders of at least a majority of the shares of Common Stock (other than shares of Common Stock issued or issuable upon conversion of Preferred Stock), voting together as a separate class, that is reasonably acceptable to at least one of the Active Founders, which individual shall initially be Xxxxx Xxxxxx; provided that if any Active Founder cease to serve as a full-time employee of the Company and/or no longer holds, together with such Active Founder’s AF Trust, the Threshold Shares, then the director designated in accordance with this Section 1.2(d)(ii) need not be acceptable to such Active Founder; (d) At each election of directors in which the holders number of shares of Common Stock and Preferred Stock, voting together as a single class, are entitled to elect a member of the Board, one (1) individual who shall be mutually acceptable to (i) the Active Founders who are then serving as full-time employees of the Company they beneficially own; and (ii) the individuals designated as Board members instructions they provided to the Corporation with respect to the voting of their shares. If any Party disputes the number of shares or the voting instructions, that Party shall provide written notice of such dispute to the other Party within 2 business days. Failure to provide such notice shall be considered a waiver of the right to object or dispute such written confirmation(s). (f) The right of the Receiver to, pursuant to Sections 1.2(a)the terms of this Agreement, 1.2(b) and 1.2(c) above, and which individual shall initially be Xxxxxxx Xxxxxxx; provided that, in the event that Xxxxxxx Xxxxxxx resigns or is removed from the Board for any reason, his replacement director shall be mutually acceptable appoint two Receiver Nominees to the board of directors of the Corporation (and the covenant of the other Parties to cause the Receiver Nominees to be appointed to the board of directors of the Corporation) shall cease upon the earlier of: (i) Active Founders who are then serving as full-time employees of the Company, 2008 AGM; or (ii) individuals designated as Board members pursuant the date the Receiver, the Lancer Entities and the beneficial holders of the Lancer Entities cease to Sections 1.2(a), 1.2(b) and 1.2(c) above and (iii) holders be the beneficial owner of at least a majority 10% of the shares equity securities of Series E Preferred Stockthe Corporation. For the avoidance of doubt, voting together the provisions of this Section 6 shall in no way impact: (i) the rights granted to the Receiver and Lancer Entities in the Voting Rights Agreement dated July 15, 2004, by and between the Corporation, Lancer Offshore, Inc., Lancer Partners, L.P., Omnifund, Ltd., and LSPV, LLC (the “Voting Rights Agreement”); or (ii) the rights and privileges of the Receiver as a separate class. To shareholder of Zi, including those rights and privileges set forth in Section 4 of this Agreement. (g) The right of Lxxxxxxxx to appoint two Lxxxxxxxx Nominees to the extent that any board of clauses (a) through (d) above shall not be applicable, any member directors of the Board who would otherwise have been designated in accordance with Corporation (and the terms thereof shall instead be voted upon by all the stockholders covenant of the Company entitled other Parties to vote thereon in accordance with, and pursuant tocause the Lxxxxxxxx Nominees to be appointed to the board of directors of the Corporation) shall cease upon the earlier of: (i) the 2008 AGM; or (ii) the date Lxxxxxxxx ceases to be the beneficial owner of 5% of the equity securities of the Corporation. (h) For the avoidance of doubt, the Restated CharterParties agree that a Party’s right to designate a director nominee does not independently disqualify such director nominee from being considered “independent”. For the purposes of this Agreement, an individual, firm, corporation, partnership, association, limited liability company, trust or any other entity (collectively, the calculation of a “Person”) Party’s beneficial ownership shall be deemed made without giving effect to any option or warrant with an “Affiliate” exercise price per share of another Person whocommon stock greater than then five day, directly or indirectly, controls, is controlled by or is under volume weighted average trading price of the Corporation’s common control with such Person, including, without limitation, any general partner, managing member, officer or director of such Person or any venture capital fund now or hereafter existing that is controlled by one or more general partners or managing members of, or shares the same management company with, such Personstock.

Board Composition. Each Stockholder (a) In accordance with the Company's organizational documents and applicable laws, the Company agrees that the Board of Directors of the Company (the "Board") will, immediately upon the expiration of the Socialization Period (as defined below), (1) expand the size of the Board to voteeleven (11) members and appoint two (2) designees of WAM (the "WAM Designees"), or cause who shall be two of the three candidates: Xxxxxxx X. Xxxxxxxx, Xxxx X. Xxxx and Xxxxxxx X. Xxxxx (the "Candidates") to the Board after a period of socialization with the Board, which will last thirty (30) days beginning on the date of execution of this Agreement (the "Socialization Period"). The WAM Designees shall be selected by mutual agreement of the Company and WAM (such agreement between the parties prior to the end of the Socialization Period as contemplated by this Section 3(a), the "Mutual Agreement"); provided, however, that if the parties are unable to mutually agree on two of the three Candidates to serve as the WAM Designees within the Socialization Period, then (1) WAM shall have the right to submit within ten (10) days of the end of the Socialization Period timely nominations of director candidates to be voted, all Shares owned by such Stockholder, or over which such Stockholder has voting control, from time nominated for election to time and the Board at all times, in whatever manner as shall be necessary to ensure that at each the 2018 annual or special meeting of stockholders of the Company (the "2018 Annual Meeting"), (2) the Board shall accept any such nominations by WAM as timely and valid with no objection and (3) this Agreement, except for the nomination right granted in this Section 3(a) and the provisions set forth in Sections 8 and 17, shall terminate automatically without any further action by either of the parties hereto (the "Post-Socialization Period Termination"). The Company further agrees that it shall not file any proxy statement or make any announcement in connection with the 2018 Annual Meeting prior to the end of the Socialization Period. (b) Subject to the parties achieving the Mutual Agreement in accordance with Section 3(a) of this Agreement, the Company shall (i) include the WAM Designees in the Company's slate of recommended director candidates for election to the Board at which an the 2018 Annual Meeting (the "Company Slate") and (ii) recommend the election of directors is held or pursuant to any written consent the WAM Designees and solicit proxies in favor of the stockholderselection of the WAM Designees at the 2018 Annual Meeting and otherwise support the WAM Designees for election in a manner no less rigorous and favorable than the manner in which the Company supports its other nominees. (c) Each of the WAM Designees shall qualify as directors that are "independent" under the applicable independence rules of the Nasdaq Global Market ("Nasdaq"). WAM acknowledges that as a condition to the appointment and nomination of the WAM Designees, such WAM Designees shall have agreed to provide the following persons shall information that is required to be elected or is customarily disclosed for candidates for directors and directors in a proxy statement and similar documents under the securities laws applicable to the Company and/or the rules and regulations of Nasdaq. (d) Concurrent with the Board's appointment of the WAM Designees to the Board: (a) At each election of directors in which , the holders of shares of Series A/B/D Preferred Stock are entitled Board shall take all necessary actions to elect the Series A/B/D Preferred Director, immediately appoint at least one (1) individual designated by the holders of at least a majority WAM Designee (or Replacement Director, as applicable) to serve on each of the shares of Series A/B/D Preferred StockAudit Committee, voting together as a separate class the Nominating and on an as-converted basis, which individual shall initially be Xxxxxx Xxxxxxx; Corporate Governance Committee (bthe "Nominating Committee") At each election of directors in which and the holders of shares of Series C Preferred Stock, voting together as a separate class, are entitled to elect the Series C Preferred Director, one (1) individual designated by the holders of at least a majority of the shares of Series C Preferred Stock, voting together as a separate class, which individual shall initially be Xxxxx Xxxxx; (c) At each election of directors in which the holders of shares of Common Stock are entitled to elect three (3) members Compensation Committee of the Board, three . Each of the WAM Designees (3or any Replacement Directors pursuant to this Agreement) individuals shall be considered for service on the basis as follows:all other directors on all existing committees of the Board or any committees of the Board formed in the future. (ie) Each of Xxxxx Xxxxxxxxxxxx and Xxxxxx Xxxxxx If a WAM Designee (each, an “Active Founder” and, collectively, the “Active Founders”) for so long as he: (i) remains a full-time employee of the Company and (ii) holds, together with or any Key Holder Trust Replacement Director (as defined in that certain Sixth Amended and Restated Right of First Refusal and Co-Sale Agreement, dated as of the date hereof, by and among the Company and the other parties theretobelow)) established by such Active Founder (each such Key Holder Trust, an “AF Trust”), at least 20% of the Shares held collectively by such Active Founder and his AF Trust(s), if any, as of the date hereof (the “Threshold Shares”), except that if any Active Founder declines, is unable to serve, is no longer a full-time employee of the Company or, together with such Active Founder’s AF Trust, if any, no longer holds the Threshold Shares, such Active Founder’s successor shall be designated by the holders of at least a majority of the shares of Common Stock, voting together as a separate class; provided that if any Active Founder serving as a director pursuant to this section ceases or unwilling to serve as a full-time employee of director and ceases to be a director, resigns as a director or is removed as a director, WAM will designate substitute person(s) for appointment or election to the Company and/orBoard subject to review and approval by the Nominating Committee, together with such Active Founder’s AF Trust(s)approval not to be unreasonably withheld (any such replacement nominee, if any, no longer holds the Threshold Shares, each of the Stockholders shall promptly vote their respective Shares when appointed to remove such Active Founder from the Board following such time as such Active Founder is no longer a full-time employee of the Company and/or no longer holds, together with such Active Founder’s AF Trust(s), if any, the Threshold Shares if such Active Founder has not resigned as a member of the Board; (ii) One individual designated by the holders of at least a majority of the shares of Common Stock (other than shares of Common Stock issued or issuable upon conversion of Preferred Stock), voting together as a separate class, that is reasonably acceptable to at least one of the Active Founders, which individual shall initially be Xxxxx Xxxxxx; provided that if any Active Founder cease to serve as a full-time employee of the Company and/or no longer holds, together with such Active Founder’s AF Trust, the Threshold Shares, then the director designated in accordance with this Section 1.2(d)(ii) need not be acceptable to such Active Founder; (d) At each election of directors in which the holders of shares of Common Stock and Preferred Stock, voting together as a single class, are entitled to elect a member of the Board, one (1) individual who shall be mutually acceptable referred to as a "Replacement Director"). Subject to Nasdaq rules and applicable law, upon a Replacement Director's appointment to the Board, the Board and all applicable committees of the Board shall take all necessary actions to appoint such Replacement Director to any applicable committee of the Board of which the replaced director was a member immediately prior to such director's resignation or removal. (f) The Company agrees that the WAM Designees shall receive (i) the Active Founders who are then serving as full-time employees same benefits of director and officer insurance, any indemnity and exculpation arrangement available generally to the Company and directors on the Board; (ii) the individuals designated same compensation for his or her service as Board members pursuant to Sections 1.2(a), 1.2(b) and 1.2(c) above, and which individual shall initially be Xxxxxxx Xxxxxxxa director as the compensation received by other non-management directors on the Board; provided that, in the event that Xxxxxxx Xxxxxxx resigns or is removed from the Board for any reason, his replacement director shall be mutually acceptable to the (i) Active Founders who are then serving as full-time employees of the Company, (ii) individuals designated as Board members pursuant to Sections 1.2(a), 1.2(b) and 1.2(c) above and (iii) holders of at least a majority of such other benefits on the shares of Series E Preferred Stock, voting together same basis as a separate class. To all other non-management directors on the extent that any of clauses (a) through (d) above shall not be applicable, any member of the Board who would otherwise have been designated in accordance with the terms thereof shall instead be voted upon by all the stockholders of the Company entitled to vote thereon in accordance with, and pursuant to, the Restated Charter. For purposes of this Agreement, an individual, firm, corporation, partnership, association, limited liability company, trust or any other entity (collectively, a “Person”) shall be deemed an “Affiliate” of another Person who, directly or indirectly, controls, is controlled by or is under common control with such PersonBoard, including, without limitation, having the Company (or legal counsel), at the option of a WAM Designee, to prepare and file with the SEC, at the Company's expense, any general partnerForms 3, managing member, officer or 4 and 5 under Section 16 of the Exchange Act that are required to be filed by each director of such Person the Company. (g) Subject to WAM meeting the applicable Ownership Threshold (as defined below) at each annual meeting of stockholders of the Company, the Company shall include the WAM Designee(s) (or any venture capital fund now Replacement Director(s)) in its slate of recommended director candidates for election to the Board and recommend the election of the WAM Designee(s) (or hereafter existing that is controlled by one any Replacement Director(s)) and solicit proxies in favor of the election of the WAM Designee(s) (or any Replacement Director(s)) and otherwise support the WAM Designees (or any Replacement Director(s)) for election in a manner no less rigorous and favorable than the manner in which the Company supports its other nominees. For so as long as WAM, its Affiliates and Associates continue to collectively beneficially own twelve percent (12%) or more general partners of the outstanding shares of common stock, par value $0.01 per share, of the Company ("Common Stock") (excluding any convertible notes in the calculation of beneficial ownership) (the "12% Ownership Threshold"), WAM shall have the right to nominate two, and no more than two, WAM Designees (or managing any Replacement Director(s)). For so long as WAM, its Affiliates and Associates continue to collectively beneficially own five percent (5%) or more of the outstanding shares of Common Stock (excluding any convertible notes in the calculation of beneficial ownership) (the "Minimum Ownership Threshold" and each of the 12% Ownership Threshold and the Minimum Threshold, an "Ownership Threshold") WAM shall have the right to nominate one, and no more than one, WAM Designee (or any Replacement Director). If the collective beneficial ownership of WAM, its Affiliates and Associates (excluding any convertible notes in the calculation of beneficial ownership) falls below the 12% Ownership Threshold, WAM shall immediately lose its rights granted in this Section 3 with respect to one of the WAM Designees (or any Replacement Director) and such WAM Designee (or any Replacement Director) shall immediately resign from the Board. At the first time the collective beneficial ownership of WAM, its Affiliates and Associates (excluding any convertible notes in the calculation of beneficial ownership) falls below the Minimum Ownership Threshold, (i) this Agreement and the rights and obligations included herein shall, without any further action by the Company or WAM, automatically terminate (the "Minimum Ownership Termination Trigger"), provided that in the event of a dispute between WAM and the Company regarding the terms and provisions included herein, Sections 8 and 17 shall survive the termination of this Agreement and continue to be binding upon the Company and WAM and (ii) each WAM Designee (or Replacement Director) shall immediately resign from the Board. (h) The Company agrees that the Board shall not cause the size of the Board to increase above 11 directors at any time without the affirmative vote of two-thirds (⅔, rounded down to the nearest whole number) of all of the members ofof the Board then in office. (i) Each Replacement Director shall (i) qualify as "independent" pursuant to Nasdaq's listing standards, or shares (ii) have the same management company withrelevant financial and business experience to fill any director seat and (iii) satisfy all applicable publicly disclosed rules, regulations, guidelines and policies with respect to service on the Board. Each of WAM and the Board shall determine, and inform the other party of its determination, whether any proposed Replacement Director candidate is acceptable and meets the foregoing criteria, within five (5) business days after such Personparty has conducted interview(s) of such proposed replacement director candidate. Each of the Board and WAM shall use its reasonable best efforts to cause any interview(s) contemplated by this to be conducted as promptly as practicable.

Board Composition. Each Stockholder agrees to vote, or cause to be voted, all Shares owned by such Stockholder, or over which such Stockholder has voting control, from time to time and at all times, in whatever manner as shall be necessary to ensure that at each annual or special meeting of stockholders at which an election of directors is held or pursuant to any written consent of the stockholders, the following persons shall be elected to the Board: (a) At each election of directors in which the holders of shares of Series A/B/D Preferred Stock are entitled to elect the Series A/B/D Preferred Director, one (1) individual designated by the holders of at least a majority of the shares of Series A/B/D Preferred Stock, voting together as a separate class and on an as-converted basis, which individual shall initially be Xxxxxx Xxxxxxx; (b) At each election of directors in which the holders of shares of Series C Preferred Stock, voting together as a separate class, are entitled to elect the Series C Preferred Director, one (1) individual designated by the holders of at least a majority of the shares of Series C Preferred Stock, voting together as a separate class, which individual shall initially be Xxxxx Xxxxx; (c) At each election of directors in which the holders of shares of Common Stock are entitled to elect three (3) members of the Board, three (3) individuals as follows: (i) Each Following the execution of Xxxxx Xxxxxxxxxxxx and Xxxxxx Xxxxxx (each, an “Active Founder” and, collectivelythis Agreement, the “Active Founders”) for so long as he: (i) remains a full-time employee of Board and any applicable committees thereof shall take all necessary actions to appoint Jxxxxxx X. Xxxxxxxx to the Company and (ii) holds, together with any Key Holder Trust (as defined in that certain Sixth Amended and Restated Right of First Refusal and Co-Sale Agreement, dated as of the date hereof, by and among the Company and the other parties thereto) established by such Active Founder (each such Key Holder Trust, an “AF Trust”), at least 20% of the Shares held collectively by such Active Founder and his AF Trust(s), if any, as of the date hereof (the “Threshold Shares”), except that if any Active Founder declines, is unable to serve, is no longer a full-time employee of the Company or, together with such Active Founder’s AF Trust, if any, no longer holds the Threshold Shares, such Active Founder’s successor shall be designated by the holders of at least a majority of the shares of Common Stock, voting together as a separate class; provided that if any Active Founder serving as a director pursuant to this section ceases Board to serve as a full-time employee Class III director, with a term expiring at the Company’s 2024 annual meeting of stockholders (the Company and/or“2024 Annual Meeting”), in accordance with the Charter, the Bylaws and the DGCL. In addition, following the execution of this Agreement, the Board and the Engaged Group shall cooperate to jointly identify a candidate (the “Additional Independent Director” and, together with such Active Founder’s AF Trust(s)Mx. Xxxxxxxx, if any, no longer holds the Threshold Shares, each “New Directors”) for appointment to the Board. Any Additional Independent Director candidate shall be subject to the review and approval of the Stockholders shall promptly vote their respective Shares to remove such Active Founder from Nominating and Corporate Governance Committee of the Board following such time (the “Nominating Committee”) and the Board, shall be reasonably acceptable to the Engaged Group, and shall (unless waived by the Board) satisfy the Director Criteria. The Additional Independent Director shall serve as such Active Founder is no longer a full-time employee Class II director of the Company and/or no longer holds, together with such Active Founder’s AF Trust(s), if anyBoard. Following the joint identification of the Additional Independent Director, the Threshold Shares if such Active Founder has not resigned Board and any applicable committees thereof shall take all necessary actions to appoint the Additional Independent Director as a member of the Board in accordance with the Charter, the Bylaws and the DGCL. To the extent the Additional Independent Director is appointed to the Board prior to the 2023 Annual Meeting, he or she shall be included on the Company’s slate of director nominees for election at the 2023 Annual Meeting with the other Class II directors, and the Company shall solicit proxies in favor of the election of, and otherwise support the election of, the Additional Independent Director in a manner no less rigorous and favorable than the manner in which the Company supports its other nominees for election at the 2023 Annual Meeting (provided, that the Additional Independent Director will not be appointed to the Board during the period beginning on the filing of the Company’s definitive proxy statement for the 2023 Annual Meeting with the SEC and ending at the 2023 Annual Meeting). The Nominating Committee’s and the Board;’s determination that any candidate is reasonably acceptable to them shall be subject to their review of a fully completed copy of the Company’s standard director & officer questionnaire submitted by the candidate and, if desired by the Nominating Committee or the Board, completion of a customary background check with respect to the candidate. (ii) One individual designated by the holders The Board will consist of at least a majority no more than eleven (11) members as of the shares of Common Stock (other than shares of Common Stock issued or issuable upon conversion of Preferred Stock), voting together as a separate class, that is reasonably acceptable to at least one conclusion of the Active Founders, which individual shall initially be Xxxxx Xxxxxx; provided that if any Active Founder cease to serve as a full-time employee of the Company and/or no longer holds, together with such Active Founder’s AF Trust, the Threshold Shares, then the director designated in accordance with this Section 1.2(d)(ii) need not be acceptable to such Active Founder; (d) At each election of directors in which the holders of shares of Common Stock and Preferred Stock, voting together as a single class, are entitled to elect a member of the Board, one (1) individual who shall be mutually acceptable to (i) the Active Founders who are then serving as full-time employees of the Company and (ii) the individuals designated as Board members pursuant to Sections 1.2(a), 1.2(b) and 1.2(c) above, and which individual shall initially be Xxxxxxx Xxxxxxx; provided that, in the event that Xxxxxxx Xxxxxxx resigns or is removed from the Board for any reason, his replacement director shall be mutually acceptable to the (i) Active Founders who are then serving as full-time employees of the Company, (ii) individuals designated as Board members pursuant to Sections 1.2(a), 1.2(b) and 1.2(c) above and (iii) holders of at least a majority of the shares of Series E Preferred Stock, voting together as a separate class. To the extent that any of clauses (a) through (d) above shall not be applicable, any member of the Board who would otherwise have been designated in accordance with the terms thereof shall instead be voted upon by all the stockholders of the Company entitled to vote thereon in accordance with, and pursuant to, the Restated Charter. For purposes of this Agreement, an individual, firm, corporation, partnership, association, limited liability company, trust or any other entity (collectively, a “Person”) shall be deemed an “Affiliate” of another Person who, directly or indirectly, controls, is controlled by or is under common control with such Person, including, without limitation, any general partner, managing member, officer or director of such Person or any venture capital fund now or hereafter existing that is controlled by one or more general partners or managing members of, or shares the same management company with, such Person2024 Annual Meeting.

Board Composition. Each Stockholder agrees to vote, or cause (i) For so long as a Sycamore Appointee is entitled to be voteddesignated to the Board, without the prior written consent of Investor, the Board will consist of no more than 13 Persons. Investor, as the holder of all Shares owned by of the outstanding Series B Preferred Stock, shall initially have the right to designate two directors (each, a “Sycamore Appointee”) who shall be appointed to the Board (and the Company shall cause their appointment to the Board) as of the Closing hereunder. The initial Sycamore Appointees shall be, and the Company shall cause the appointment of, the following: (A) Xxxxxx Xxxxxxx and (B) Xxxxxx Xxxxxx. (ii) The Company will permit the holders of a majority of the outstanding Series B Preferred Stock to elect such Stockholderdirectors to serve on the Board as is provided in the Certificate of Designation. Without limiting the rights and remedies of such holders, or over which such Stockholder has voting control, from time and notwithstanding the provisions of the Certificate of Designation to time and at all timesthe contrary, in whatever manner as shall be necessary the event any Sycamore Appointee is not so elected then, subject to ensure that at Section 3A(vi), in connection with each annual or special meeting of stockholders at which an election of directors is held or pursuant are to any written consent of the stockholders, the following persons shall be elected to serve on the Board: , the Company shall take all necessary steps to nominate each Sycamore Appointee then up for election (aor such alternative Person(s) At each election who are proposed by Investor (or any member of directors The Sycamore Group that is a transferee thereof) and notified to the Company on or prior to any date set forth in which the Company’s constituent documents or applicable law for Board nominees) and to use its reasonable best efforts to cause the Board to unanimously recommend that the holders of shares of the Series A/B/D B Preferred Stock are entitled to elect the Series A/B/D Preferred Director, one (1) individual designated by the holders of at least a majority of the shares Company vote in favor of Series A/B/D Preferred Stocksuch Sycamore Appointee for election to the Board. If, voting together for any reason, a candidate designated as a separate class and Sycamore Appointee is determined to be unqualified to serve on an as-converted basis, which individual shall initially be Xxxxxx Xxxxxxx; (b) At each election of directors in which the holders of shares of Series C Preferred Stock, voting together as Board because such appointment would constitute a separate class, are entitled to elect the Series C Preferred Director, one (1) individual designated by the holders of at least a majority of the shares of Series C Preferred Stock, voting together as a separate class, which individual shall initially be Xxxxx Xxxxx; (c) At each election of directors in which the holders of shares of Common Stock are entitled to elect three (3) members breach of the Board’s fiduciary duties or applicable law, three Investor (3or any member of The Sycamore Group that is a transferee thereof) individuals as follows:shall have the right to designate an alternative Sycamore Appointee to be so appointed and the provisions of this Section 3A(ii) shall apply, mutatis mutandis, to such alternative Sycamore Appointee. (iiii) Each of Xxxxx Xxxxxxxxxxxx and Xxxxxx Xxxxxx (each, an “Active Founder” and, collectively, the “Active Founders”) for so long initial Sycamore Appointee will hold his or her office as he: (i) remains a full-time employee director of the Company and (ii) holds, together with any Key Holder Trust (as defined in that certain Sixth Amended and Restated Right of First Refusal and Co-Sale Agreement, dated as until the 2015 annual meeting of the date hereof, by and among the Company and the other parties thereto) established by such Active Founder (each such Key Holder Trust, an “AF Trust”), at least 20% of the Shares held collectively by such Active Founder and his AF Trust(s), if any, as of the date hereof (the “Threshold Shares”), except that if any Active Founder declines, is unable to serve, is no longer a full-time employee stockholders of the Company oror until his or her death, together resignation or removal from the Board or until his or her successor has been duly elected and qualified in accordance with such Active Founderthe provisions of this Agreement, the Company’s AF Trustconstituent documents and applicable law. Thereafter, if any, no longer holds the Threshold Shares, such Active Founder’s successor shall be designated by the holders of at least a majority of the shares of Common Stock, voting together as a separate class; provided that if any Active Founder serving each appointed or elected Sycamore Appointee will hold his or her office as a director pursuant to of the Company for such term as is provided in the Company’s constituent documents or until his or her death, resignation or removal from the Board or until his or her successor has been duly elected and qualified in accordance with the provisions of this section Agreement, the Company’s constituent documents and applicable law. If any Sycamore Appointee ceases to serve as a full-time employee director of the Company and/orfor any reason during his or her term, together with such Active Founder’s AF Trust(s)the vacancy created thereby shall be filled, if any, no longer holds and the Threshold Shares, each of the Stockholders shall promptly vote their respective Shares Company will use its reasonable best efforts to remove such Active Founder from cause the Board following to fill such vacancy, with a replacement designated by Investor (or any member of The Sycamore Group that is a transferee thereof). (iv) Investor (or any member of The Sycamore Group that is a transferee thereof) shall have the right to designate two Sycamore Appointees pursuant to this Section 3A until such time as such Active Founder the number of shares of Conversion Stock and Common Stock then Beneficially Owned by The Sycamore Group is no longer a full-time employee less than 66.67% of the Company and/or no longer holds, together with aggregate number of shares of Conversion Stock and Common Stock Beneficially Owned by The Sycamore Group immediately following the Closing. Investor (or any member of The Sycamore Group that is a transferee thereof) shall have the right to designate one Sycamore Appointee pursuant to this Section 3A until such Active Founder’s AF Trust(s), if anytime as the aggregate number of shares of Conversion Stock and Common Stock then Beneficially Owned by The Sycamore Group is less than 33.33% of the aggregate number of shares of Conversion Stock and Common Stock Beneficially Owned by The Sycamore Group immediately following the Closing. Thereafter, the Threshold Shares if such Active Founder has not resigned as a right of Investor (or any member of the Board; The Sycamore Group that is a transferee thereof) to designate any Sycamore Appointees hereunder shall terminate and Investor (iior any member of The Sycamore Group that is a transferee thereof) One individual designated shall use commercially reasonable efforts to cause any Sycamore Appointees then serving as directors to resign if requested by the holders Company in writing to do so. In the event that Investor (or any member of at least a majority of the shares of Common Stock (other than shares of Common Stock issued or issuable upon conversion of Preferred Stock), voting together as a separate class, The Sycamore Group that is reasonably acceptable a transferee thereof) shall have the right to at least designate only one of the Active Founders, which individual shall initially be Xxxxx Xxxxxx; provided that if any Active Founder cease to serve as a full-time employee of the Company and/or no longer holds, together with such Active Founder’s AF Trust, the Threshold Shares, then the director designated Sycamore Appointee in accordance with this Section 1.2(d)(ii) need not be acceptable to such Active Founder; (d) At each election of directors in which the holders of shares of Common Stock and Preferred Stock, voting together as a single class, are entitled to elect a member of the Board, one (1) individual who shall be mutually acceptable to (i) the Active Founders who are then serving as full-time employees of the Company and (ii) the individuals designated as Board members pursuant to Sections 1.2(a3A(iv), 1.2(b) and 1.2(c) above, and which individual shall initially be Xxxxxxx Xxxxxxx; provided that, in the event that Xxxxxxx Xxxxxxx resigns Investor (or is removed from the Board for any reason, his replacement director shall be mutually acceptable to the (i) Active Founders who are then serving as full-time employees of the Company, (ii) individuals designated as Board members pursuant to Sections 1.2(a), 1.2(b) and 1.2(c) above and (iii) holders of at least a majority of the shares of Series E Preferred Stock, voting together as a separate class. To the extent that any of clauses (a) through (d) above shall not be applicable, any member of The Sycamore Group that is a transferee thereof) shall have the right to designate which of the two Sycamore Appointees shall remain as the single Sycamore Appointee. (v) The Company shall provide the same reimbursement of expenses incurred by each Sycamore Appointee, and the same rights and benefits of indemnity to each Sycamore Appointee, as are provided to other non-employee directors on the Board. The Sycamore Appointees shall be provided the same retainers, including meeting fees, and other cash compensation and equity compensation for their service on the Board who would otherwise or any committee thereof, as other non-employee directors on the Board. The Company acknowledges that certain directors (including the Sycamore Appointees) may have been designated in accordance with the terms thereof shall instead be voted upon certain rights to indemnification, advancement of expenses and/or insurance provided by all the stockholders of sources other than the Company entitled to vote thereon in accordance with, and pursuant to, the Restated Charter. For purposes of this Agreement, an individual, firm, corporation, partnership, association, limited liability company, trust or any other entity (collectively, a “Person”) shall be deemed an “Affiliate” of another Person who, directly or indirectly, controlsincluding through insurance provided by the Company) with respect to such directors’ association with the Company and its subsidiaries (“Other Indemnitors”). Notwithstanding the existence of any Other Indemnitor with respect to any director, is controlled the Company shall be the indemnitor of first resort (i.e., the Company’s obligations for indemnification and expense advancement to a director are primary and any obligations of any Other Indemnitor to advance expenses or to provide indemnification for the same expenses or liabilities incurred by a director are secondary), with respect to any such directors’ association with the Company and its subsidiaries. The Company further agrees that no advancement or is under common control payment by the Other Indemnitors on behalf of any director with respect to any claim for which such Persondirector has sought indemnification from the Company shall affect the foregoing, including, without limitation, and such Other Indemnitors shall have a right of contribution and/or be subrogated to the extent of any general partner, managing member, officer such advancement or director payment to all of the rights of recovery of such Person director against the Company. The Other Indemnitors shall be express third party beneficiaries of the terms of this Section 3A(v). (vi) For the avoidance of doubt, (x) any members of the Board elected pursuant to Section 5(a) of the Certificate of Designation shall be deemed to satisfy in whole or in part, as applicable, Investor’s right to designate the Sycamore Appointee(s) under this Section 3A and (y) notwithstanding anything herein to the contrary, other than the initial Sycamore Appointees designated by Investor pursuant to this Section 3A, Investor (or any venture capital fund now or hereafter existing member of The Sycamore Group that is controlled by one a transferee thereof) shall not have any right to designate any Sycamore Appointee under this Section 3A if the holders of Series B Preferred Stock shall not have the right to elect a director or more general partners directors under the Certificate of Designation. (vii) Notwithstanding anything to the contrary set forth in this Agreement, the rights and privileges set forth in this Section 3A shall be personal to Investor (and any member of The Sycamore Group that is a transferee thereof) and may not be transferred or managing members of, or shares the same management company with, such assigned to any other Person.

Board Composition. Each Stockholder agrees Effective at the closing of the sale of the Company's Series B Convertible Preferred Stock to votethe Purchasers pursuant to the Purchase Agreement, or cause to be voted, all Shares owned by such Stockholder, or over which such Stockholder has voting control, from time to time and at all times, in whatever manner as the Purchasers shall be necessary entitled to ensure that at each annual or special meeting of stockholders at which an election of directors is held or pursuant designate members to any written consent the Board (the "Purchaser Designees"), 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 stockholdersend 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 following persons shall be elected to the Board: (a) At each election of directors in which the holders of shares a majority of Series A/B/D 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 Series A/B/D Preferred DirectorCompany. Notwithstanding the foregoing, one any individual (1or individuals) individual to be nominated 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 the holders Permitted Transferee definition) shall be appointed only after reasonable consultation, review and discussion with the Company's board of at least 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 (v) of the Permitted Transferee definition must first be reasonably acceptable to a majority of the shares of Series A/B/D Preferred Stock, voting together as a separate class and on an as-converted basis, which individual shall initially be Xxxxxx Xxxxxxx; existing directors (b) At each election of directors in which excluding the holders of shares of Series C Preferred Stock, voting together as a separate class, are entitled to elect the Series C Preferred Director, one (1) individual designated by the holders of at least a majority of the shares of Series C Preferred Stock, voting together as a separate class, which individual shall initially be Xxxxx Xxxxx; (c) At each election of directors in which the holders of shares of Common Stock are entitled to elect three (3) members of the Board, three (3) individuals as follows: (i) Each of Xxxxx Xxxxxxxxxxxx and Xxxxxx Xxxxxx (each, an “Active Founder” and, collectively, the “Active Founders”) for so long as he: (i) remains a full-time employee of the Company and (ii) holds, together with any Key Holder Trust (as defined in that certain Sixth Amended and Restated Right of First Refusal and Co-Sale Agreement, dated as of the date hereof, by and among the Company North Run Designee and the other parties thereto) established by such Active Founder (each such Key Holder Trust, an “AF Trust”Deephaven Designee), at least 20% of the Shares held collectively by such Active Founder and his AF Trust(s), if any, as of the date hereof (the “Threshold Shares”), except that if any Active Founder declines, is unable to serve, is no longer a full-time employee of the Company or, together with such Active Founder’s AF Trust, if any, no longer holds the Threshold Shares, such Active Founder’s successor shall be designated by the holders of at least a majority of the shares of Common Stock, voting together as a separate class; provided that if any Active Founder serving as a director pursuant to this section ceases to serve as a full-time employee of the Company and/or, together with such Active Founder’s AF Trust(s), if any, no longer holds the Threshold Shares, each of the Stockholders shall promptly vote their respective Shares to remove such Active Founder from the Board following such time as such Active Founder is no longer a full-time employee of the Company and/or no longer holds, together with such Active Founder’s AF Trust(s), if any, the Threshold Shares if such Active Founder has not resigned as a member of the Board; (ii) One individual designated by the holders of at least a majority of the shares of Common Stock (other than shares of Common Stock issued or issuable upon conversion of Preferred Stock), voting together as a separate class, that is reasonably acceptable to at least one of the Active Founders, which individual shall initially be Xxxxx Xxxxxx; provided that if any Active Founder cease to serve as a full-time employee of the Company and/or no longer holds, together with such Active Founder’s AF Trust, the Threshold Shares, then the director designated in accordance with this Section 1.2(d)(ii) need not be acceptable to such Active Founder; (d) At each election of directors in which the holders of shares of Common Stock and Preferred Stock, voting together as a single class, are entitled to elect a member of the Board, one (1) individual who shall be mutually acceptable to (i) the Active Founders who are then serving as full-time employees of the Company and (ii) the individuals designated as Board members pursuant to Sections 1.2(a), 1.2(b) and 1.2(c) above, and which individual shall initially be Xxxxxxx Xxxxxxx; provided that, in the event that Xxxxxxx Xxxxxxx resigns not unreasonably withhold or is removed from the Board for any reason, his replacement director shall be mutually acceptable to the (i) Active Founders who are then serving as full-time employees of the Company, (ii) individuals designated as Board members pursuant to Sections 1.2(a), 1.2(b) and 1.2(c) above and (iii) holders of at least a majority of the shares of Series E Preferred Stock, voting together as a separate class. To the extent that any of clauses (a) through (d) above shall not be applicable, any member of the Board who would otherwise have been designated in accordance with the terms thereof shall instead be voted upon by all the stockholders of the Company entitled to vote thereon in accordance with, and pursuant to, the Restated Charter. For purposes of this Agreement, an individual, firm, corporation, partnership, association, limited liability company, trust or any other entity (collectively, a “Person”) shall be deemed an “Affiliate” of another Person who, directly or indirectly, controls, is controlled by or is under common control with such Person, including, without limitation, any general partner, managing member, officer or director delay their approval of such Person or any venture capital fund now or hereafter existing that is controlled by one or more general partners or managing members of, or shares the same management company with, such Personindividual.

Board Composition. Each Stockholder agrees (i) Investor, as the holder of all of the outstanding Series A Preferred Stock, shall initially have the right to votedesignate two directors (each, or a “GGC Appointee”) who shall be appointed to the Board (and the Company shall cause their appointment to the Board) as of the Closing hereunder, one of whom shall occupy a newly-created Class I seat and the other of whom shall occupy a newly-created Class III seat. The initial GGC Appointees shall be, and the Company shall cause the appointment of, the following: (A) Xxxxx Xxxxxxxxxxxx, who shall be designated a Class I director of the Company, and (B) a director to be voteddesignated by the Investor following the Closing, all Shares owned by who shall be designated a Class III director of the Company. (ii) The Company will permit the holders of a majority of the outstanding Series A Preferred Stock to elect such Stockholderdirectors to serve on the Board as is provided in the Certificate of Designation. Without limiting the rights and remedies of such holders, or over which such Stockholder has voting control, from time and notwithstanding the provisions of the Certificate of Designation to time and at all timesthe contrary, in whatever manner as shall be necessary the event such directors are not so elected then, subject to ensure that at Section 4A(iv), in connection with each annual or special meeting of stockholders at which an election of directors is held or pursuant in the same class as a GGC Appointee are to any written consent of the stockholders, the following persons shall be elected to serve on the Board: , the Company shall take all necessary steps to nominate the GGC Appointee then up for election (aor such alternative persons who are proposed by Investor (or any member of The GGC Group that is a transferee thereof) At each election of directors and notified to the Company on or prior to any date set forth in which the holders of shares of Series A/B/D Preferred Stock are entitled Company’s constituent documents or applicable law for Board nominees) and to elect use its reasonable best efforts to cause the Series A/B/D Preferred Director, one (1) individual designated by Board to unanimously recommend that the holders of at least a majority stockholders of the shares Company vote in favor of Series A/B/D Preferred Stocksuch GGC Appointee for election to the Board. If, voting together for any reason, a candidate designated as a separate class and GGC Appointee is determined to be unqualified to serve on an as-converted basis, which individual shall initially be Xxxxxx Xxxxxxx; (b) At each election of directors in which the holders of shares of Series C Preferred Stock, voting together as Board because such appointment would constitute a separate class, are entitled to elect the Series C Preferred Director, one (1) individual designated by the holders of at least a majority of the shares of Series C Preferred Stock, voting together as a separate class, which individual shall initially be Xxxxx Xxxxx; (c) At each election of directors in which the holders of shares of Common Stock are entitled to elect three (3) members breach of the Board’s fiduciary duties or applicable law, three Investor (3or any member of The GGC Group that is a transferee thereof) individuals as follows:shall have the right to designate an alternative GGC Appointee to be so appointed and the provisions of this Section 4A(ii) shall apply, mutatis mutandis, to such alternative GGC Appointee. (iiii) Each of Xxxxx Xxxxxxxxxxxx and Xxxxxx Xxxxxx (each, an “Active Founder” and, collectively, the “Active Founders”) for so long appointed or elected GGC Appointee will hold his or her office as he: (i) remains a full-time employee director of the Company for such term as is provided in the Company’s constituent documents or until his or her death, resignation or removal from the Board or until his or her successor has been duly elected and (ii) holds, together qualified in accordance with any Key Holder Trust (as defined in that certain Sixth Amended and Restated Right the provisions of First Refusal and Co-Sale this Agreement, dated as of the date hereof, by Company’s constituent documents and among the Company and the other parties thereto) established by such Active Founder (each such Key Holder Trust, an “AF Trust”), at least 20% of the Shares held collectively by such Active Founder and his AF Trust(s), if any, as of the date hereof (the “Threshold Shares”), except that if applicable law. If any Active Founder declines, is unable to serve, is no longer a full-time employee of the Company or, together with such Active Founder’s AF Trust, if any, no longer holds the Threshold Shares, such Active Founder’s successor shall be designated by the holders of at least a majority of the shares of Common Stock, voting together as a separate class; provided that if any Active Founder serving as a director pursuant to this section GGC Appointee ceases to serve as a full-time employee director of the Company and/orfor any reason during his or her term, the vacancy created thereby shall be filled, and the Company will use its reasonable best efforts to cause the Board to fill such vacancy, with a replacement designated by Investor (or any member of The GGC Group that is a transferee thereof). (iv) Investor (or any member of The GGC Group that is a transferee thereof) shall have the right to designate two GGC Appointees pursuant to this Section 4A until such time as the number of shares of Conversion Stock then Beneficially Owned by The GGC Group is less than 66.67% of the aggregate number of shares of Conversion Stock Beneficially Owned by Investor, together with such Active Founder’s AF Trust(s)its Affiliates, if any, no longer holds immediately following the Threshold Shares, each Closing. Investor (or any member of The GGC Group that is a transferee thereof) shall have the Stockholders shall promptly vote their respective Shares right to remove such Active Founder from the Board following designate one GGC Appointee pursuant to this Section 4A until such time as such Active Founder the number of shares of Conversion Stock then Beneficially Owned by The GGC Group is no longer a full-time employee less than 33.33% of the Company and/or no longer holds, together with such Active Founder’s AF Trust(s), if anyaggregate number of shares of Conversion Stock Beneficially Owned by The GGC Group immediately following the Closing. Thereafter, the Threshold Shares if such Active Founder has not resigned as a right of Investor (or any member of the Board; The GGC Group that is a transferee thereof)to designate any GGC Appointees hereunder shall terminate and Investor (iior any member of The GGC Group that is a transferee thereof) One individual designated shall use commercially reasonable efforts to cause any GGC Appointees then serving as directors to resign if requested by the holders Company in writing to do so. In the event that Investor (or any member of at least a majority of the shares of Common Stock (other than shares of Common Stock issued or issuable upon conversion of Preferred Stock), voting together as a separate class, The GGC Group that is reasonably acceptable a transferee thereof) shall have the right to at least designate only one of the Active Founders, which individual shall initially be Xxxxx Xxxxxx; provided that if any Active Founder cease to serve as a full-time employee of the Company and/or no longer holds, together with such Active Founder’s AF Trust, the Threshold Shares, then the director designated GGC Appointee in accordance with this Section 1.2(d)(ii) need not be acceptable to such Active Founder; (d) At each election of directors in which the holders of shares of Common Stock and Preferred Stock, voting together as a single class, are entitled to elect a member of the Board, one (1) individual who shall be mutually acceptable to (i) the Active Founders who are then serving as full-time employees of the Company and (ii) the individuals designated as Board members pursuant to Sections 1.2(a4A(iv), 1.2(b) and 1.2(c) above, and which individual shall initially be Xxxxxxx Xxxxxxx; provided that, in the event that Xxxxxxx Xxxxxxx resigns Investor (or is removed from the Board for any reason, his replacement director shall be mutually acceptable to the (i) Active Founders who are then serving as full-time employees of the Company, (ii) individuals designated as Board members pursuant to Sections 1.2(a), 1.2(b) and 1.2(c) above and (iii) holders of at least a majority of the shares of Series E Preferred Stock, voting together as a separate class. To the extent that any of clauses (a) through (d) above shall not be applicable, any member of The GGC Group that is a transferee thereof) shall have the right to designate which of the two GGC Appointees shall remain as the single GGC Appointee. (v) The Company shall provide the same reimbursement of expenses incurred by each GGC Appointee, and the same rights and benefits of indemnity to each GGC Appointee, as are provided to other non-employee directors on the Board. The GGC Appointees shall be provided the same retainers, including meeting fees, and other cash compensation and equity compensation for their service on the Board who would otherwise or any committee thereof, as other non-employee directors on the Board. The Company acknowledges that certain directors (including the GGC Appointees) may have been designated in accordance with the terms thereof shall instead be voted upon certain rights to indemnification, advancement of expenses and/or insurance provided by all the stockholders of sources other than the Company entitled to vote thereon in accordance with, and pursuant to, the Restated Charter. For purposes of this Agreement, an individual, firm, corporation, partnership, association, limited liability company, trust or any other entity (collectively, a “Person”) shall be deemed an “Affiliate” of another Person who, directly or indirectly, controlsincluding through insurance provided by the Company) with respect to such directors’ association with the Company and its subsidiaries (“Other Indemnitors”). Notwithstanding the existence of any Other Indemnitor with respect to any director, is controlled the Company shall be the indemnitor of first resort (i.e., the Company’s obligations for indemnification and expense advancement to a director are primary and any obligations of any Other Indemnitor to advance expenses or to provide indemnification for the same expenses or liabilities incurred by a director are secondary), with respect to any such directors’ association with the Company and its subsidiaries. The Company further agrees that no advancement or is under common control payment by the Other Indemnitors on behalf of any director with respect to any claim for which such Persondirector has sought indemnification from the Company shall affect the foregoing, including, without limitation, and such Other Indemnitors shall have a right of contribution and/or be subrogated to the extent of any general partner, managing member, officer such advancement or director payment to all of the rights of recovery of such Person director against the Company. The Other Indemnitors shall be express third party beneficiaries of the terms of this Section 4A(v). (vi) For the avoidance of doubt, (x) any members of the Board elected pursuant to Section 5(a) of the Certificate of Designation shall be deemed to satisfy in whole or in part, as applicable, Investor’s right to designate the GGC Appointee(s) under this Section 4A and (y) notwithstanding anything herein to the contrary, Investor and its Affiliates shall not have any venture capital fund now right to designate a director or hereafter existing that is controlled by one directors of the Company under this Section 4A if the holders of Series A Preferred Stock shall not have the right to elect a director or more general partners or managing members of, or shares directors under the same management company with, such PersonCertificate of Designation.

Board Composition. Each Stockholder agrees (a) Subject to voteSection 2.04, or cause for a period of 14 days following the Closing, Group shall have the right (but not the obligation) by notice to the Company in writing to require the Company to take all requisite action at the next meeting of the Company Board to occur at least 10 Business Days following the delivery of such notice so that the number of members of the Company Board shall be voted, all Shares owned increased by such Stockholder, or over which such Stockholder has voting control, from time to time one and at all timessuch meeting the Company Board shall appoint the Board Representative to the Company Board (the date of such appointment being the “Appointment Date”). If such a notice is not delivered within 14 days following Closing the right set forth in the preceding sentence shall lapse. Following the Appointment Date and until the Representation Termination Date, in whatever manner as shall be necessary to ensure that at each annual or special meeting of stockholders of the Company at which an election of directors is held or pursuant are to any written consent of the stockholders, the following persons shall be elected to the Board: (a) At each election of directors in which the holders of shares of Series A/B/D Preferred Stock are entitled to elect the Series A/B/D Preferred Director, one (1) individual designated by the holders of at least a majority of the shares of Series A/B/D Preferred Stock, voting together as a separate class and on an as-converted basis, which individual shall initially be Xxxxxx Xxxxxxx; (b) At each election of directors in which the holders of shares of Series C Preferred Stock, voting together as a separate class, are entitled to elect the Series C Preferred Director, one (1) individual designated by the holders of at least a majority of the shares of Series C Preferred Stock, voting together as a separate class, which individual shall initially be Xxxxx Xxxxx; (c) At each election of directors in which the holders of shares of Common Stock are entitled to elect three (3) members of the Company Board, three (3) individuals as follows: (i) Each the Company shall nominate the Board Representative for election to the Company Board, (ii) the Company Board shall recommend to the Company’s stockholders that they elect the Board Representative to the Company Board and (iii) the Company Board shall solicit proxies for the Board Representative to the same extent as it does for any of Xxxxx Xxxxxxxxxxxx and Xxxxxx Xxxxxx (eachits other director nominees to the Company Board, an “Active Founder” and, collectively, the “Active Founders”) for so long as he: in each case of (i) remains through (iii) in a full-time employee manner consistent with applicable Law and the Charter and Bylaws of the Company and (ii) holds, together with any Key Holder Trust (as defined in that certain Sixth Amended the governance practices and Restated Right of First Refusal and Co-Sale Agreement, dated as policies of the date hereof, Company Board. “Board Representative” shall mean an individual designated by and among Group in writing from time to time following the Closing; provided that each Board Representative shall (i) be reasonably acceptable to the Company and the other parties theretoGovernance Committee, (ii) established by such Active Founder (each such Key Holder Trust, an “AF Trust”), at least 20% of satisfy and comply with the Shares held collectively by such Active Founder and his AF Trust(s), if any, as of the date hereof (the “Threshold Shares”), except that if any Active Founder declines, is unable to serve, is no longer a full-time employee of the Company or, together with such Active Founder’s AF Trust, if any, no longer holds the Threshold Shares, such Active Founder’s successor shall be designated by the holders of at least a majority of the shares of Common Stock, voting together as a separate class; provided that if any Active Founder serving as a director pursuant to this section ceases to serve as a full-time employee of the Company and/or, together with such Active Founder’s AF Trust(s), if any, no longer holds the Threshold Shares, each of the Stockholders shall promptly vote their respective Shares to remove such Active Founder from the Board following such time as such Active Founder is no longer a full-time employee of the Company and/or no longer holds, together with such Active Founder’s AF Trust(s), if any, the Threshold Shares if such Active Founder has not resigned requirements regarding service as a member of the Board; (ii) One individual designated by Company Board provided under applicable Law and the holders of at least a majority of the shares of Common Stock (other than shares of Common Stock issued or issuable upon conversion of Preferred Stock), voting together as a separate class, that is reasonably acceptable to at least one of the Active Founders, which individual shall initially be Xxxxx Xxxxxx; provided that if any Active Founder cease to serve as a full-time employee practices and policies of the Company and/or no longer holdsBoard applicable generally to its members and provided reasonably in advance to Group, together with such Active Founder’s AF Trust, the Threshold Shares, then the director designated in accordance with this Section 1.2(d)(ii) need not be acceptable to such Active Founder; (d) At each election of directors in which the holders of shares of Common Stock and Preferred Stock, voting together as a single class, are entitled to elect a member of the Board, one (1) individual who shall be mutually acceptable to (i) the Active Founders who are then serving as full-time employees of the Company and (ii) the individuals designated as Board members pursuant to Sections 1.2(a), 1.2(b) and 1.2(c) above, and which individual shall initially be Xxxxxxx Xxxxxxx; provided that, in the event that Xxxxxxx Xxxxxxx resigns or is removed from the Board for any reason, his replacement director shall be mutually acceptable to the (i) Active Founders who are then serving as full-time employees of the Company, (ii) individuals designated as Board members pursuant to Sections 1.2(a), 1.2(b) and 1.2(c) above and (iii) holders of at least a majority agree in writing to submit his or her unconditional resignation promptly upon the occurrence of the shares Representation Termination Date. Group shall inform the Company of Series E Preferred Stockthe identity of the Board Representative that Group proposes for appointment to the Company Board if and when it exercises its right under the first sentence of this Section 2.01(a), voting together in writing reasonably in advance of the meeting of the Company Board at which the appointment is to be made, and provide such additional information as a separate classis reasonably requested by the Company Board, the Governance Committee and the Company. To For the extent that any avoidance of clauses (a) through (d) above doubt, there shall not be applicable, more than one Board Representative at any member of given time. The parties acknowledge and agree that no Board Representative shall at any time serve as the Board who would otherwise have been designated in accordance with the terms thereof shall instead be voted upon by all the stockholders chairman of the Company entitled to vote thereon in accordance with, and pursuant to, the Restated Charter. For purposes of this Agreement, an individual, firm, corporation, partnership, association, limited liability company, trust or any other entity (collectively, a “Person”) shall be deemed an “Affiliate” of another Person who, directly or indirectly, controls, is controlled by or is under common control with such Person, including, without limitation, any general partner, managing member, officer or director of such Person or any venture capital fund now or hereafter existing that is controlled by one or more general partners or managing members of, or shares the same management company with, such PersonBoard.

Board Composition. Each Stockholder For so long as at least twenty percent (20%) of the originally issued New Senior Preferred Units shall be and remain outstanding (without any upward adjustment for payment in kind issued New Senior Preferred Units), FCI covenants and agrees to vote, or cause to be voted, all Shares owned by such Stockholder, or over which such Stockholder has voting controlBeneficially Owned, from time to time and at all times, in whatever manner as shall be necessary to ensure that at each annual or special meeting of stockholders at which an election of directors is held or pursuant to any written consent of the stockholders, one (1) person designated by a Super-Majority Vote of the following persons then-outstanding New Senior Preferred Units, said designee to be independent (as set forth in the A&R Bylaws) and to be acceptable to each of MLP and OLP, such acceptance not to be unreasonably withheld (the "New Senior Preferred Designated Director"), shall be elected to the Board: (a) At each election . For the first 24 months following the date of directors in which this Agreement, the holders of shares of Series A/B/D initial New Senior Preferred Stock are entitled to elect the Series A/B/D Preferred Director, one (1) individual designated Designated Director shall be Xxxxx Xxxxxx unless otherwise replaced by the holders of at least a majority of the shares of Series A/B/D Preferred Stock, voting together as a separate class and on an as-converted basis, which individual shall initially be Xxxxxx Xxxxxxx; (b) At each election of directors in which the holders of shares of Series C Preferred Stock, voting together as a separate class, are entitled to elect the Series C Preferred Director, one (1) individual designated by the holders of at least a majority of the shares of Series C Preferred Stock, voting together as a separate class, which individual shall initially be Xxxxx Xxxxx; (c) At each election of directors in which the holders of shares of Common Stock are entitled to elect three (3) members of the Board, three (3) individuals as follows: (i) Each of Xxxxx Xxxxxxxxxxxx and Xxxxxx Xxxxxx (each, an “Active Founder” and, collectively, the “Active Founders”) for so long as he: (i) remains a full-time employee of the Company and (ii) holds, together with any Key Holder Trust Ares Holders (as defined in that certain Sixth Amended and Restated Right of First Refusal and Cothe OLP LPA) during such 24-Sale Agreement, dated as month period. Following the second anniversary of the date hereof, by and among the Company and the other parties thereto) established by such Active Founder (each such Key Holder Trust, an “AF Trust”), at least 20% of the Shares held collectively by such Active Founder and his AF Trust(s), if any, as of the date hereof (the “Threshold Shares”), except that if any Active Founder declines, is unable this Agreement or prior to serve, is no longer a full-time employee of the Company or, together with such Active Founder’s AF Trust, if any, no longer holds the Threshold Shares, such Active Founder’s successor shall be designated by the holders of at least a majority of the shares of Common Stock, voting together as a separate class; provided that if any Active Founder serving as a director pursuant to this section ceases to serve as a full-time employee of the Company and/or, together with such Active Founder’s AF Trust(s), if any, no longer holds the Threshold Shares, each of the Stockholders shall promptly vote their respective Shares to remove such Active Founder from the Board following such time as such Active Founder is no longer a full-time employee of the Company and/or no longer holds, together with such Active Founder’s AF Trust(s), if any, the Threshold Shares if such Active Founder has not resigned as a member of the Board; (ii) One individual designated by the holders of at least a majority of the shares of Common Stock (other than shares of Common Stock issued or issuable upon conversion of Preferred Stock), voting together as a separate class, that is reasonably acceptable to at least one of the Active Founders, which individual shall initially be Xxxxx Xxxxxx; provided that if any Active Founder cease to serve as a full-time employee of the Company and/or no longer holds, together with such Active Founder’s AF Trust, the Threshold Shares, then the director designated in accordance with this Section 1.2(d)(ii) need not be acceptable to such Active Founder; (d) At each election of directors in which the holders of shares of Common Stock and Preferred Stock, voting together as a single class, are entitled to elect a member of the Board, one (1) individual who shall be mutually acceptable to (i) the Active Founders who are then serving as full-time employees of the Company and (ii) the individuals designated as Board members pursuant to Sections 1.2(a), 1.2(b) and 1.2(c) above, and which individual shall initially be Xxxxxxx Xxxxxxx; provided that, in the event that Xxxxxxx Xxxxxxx Xxxxxx resigns or is removed from and the Board Ares Holders choose not to designate a replacement, the holders of the New Senior Preferred Units may designate a replacement New Senior Preferred Designated Director by a Super-Majority Vote of the then-outstanding New ​ Senior Preferred Units. As provided in the A&R Bylaws but for any reasonthe avoidance of doubt, his replacement director the New Senior Preferred Designated Director shall be mutually acceptable afforded the opportunity to the (i) Active Founders who are then serving as full-time employees of the Company, (ii) individuals designated as Board members pursuant to Sections 1.2(a), 1.2(b) attend and 1.2(c) above and (iii) holders of at least a majority of the shares of Series E Preferred Stock, voting together as a separate class. To the extent that any of clauses (a) through (d) above shall not be applicable, any member participate in each meeting of the Board who would otherwise have been designated in accordance with the terms thereof and shall instead be voted upon by all the stockholders of the Company entitled to vote thereon in accordance with, and pursuant to, receive copies of all materials distributed to the Restated Charter. For purposes of this Agreement, an individual, firm, corporation, partnership, association, limited liability company, trust Board or any other entity (collectively, a “Person”) shall be deemed an “Affiliate” of another Person who, directly or indirectly, controls, is controlled by or is under common control with such Person, including, without limitation, any general partner, managing member, officer or director of such Person or any venture capital fund now or hereafter existing that is controlled by one or more general partners or managing members of, or shares committee thereof at substantially the same management company with, time as such Personmaterials are sent to the Board or such committee.

Board Composition. Each Stockholder agrees to vote, or cause to be voted, all Shares owned by such Stockholder, or over which such Stockholder has voting control, from time to time and at all times, in whatever manner as shall be necessary to ensure that at each annual or special meeting of stockholders at which an election of directors is held or pursuant to any written consent of the stockholders, the following persons shall be elected to the Board: (a) At each election If the Company Proposals are approved at the Special Meeting by the requisite stockholder vote and the Acquisition closes, then no later than the earlier of directors in which (i) the holders first meeting of shares the Board following the closing of Series A/B/D Preferred Stock are entitled the Acquisition (the “Closing”), and (ii) the tenth (10th) business day following the Closing, the Company will cause the Board to elect be expanded to ten members and the Series A/B/D Preferred Director, Board to appoint one (1) individual designated by the holders of at least a majority of the shares of Series A/B/D Preferred Stock, voting together as a separate class and on an as-converted basis, which individual shall initially be Xxxxxx Xxxxxxx; (b) At each election of directors in which the holders of shares of Series C Preferred Stock, voting together as a separate class, are entitled to elect the Series C Preferred Director, one (1) individual designated by the holders of at least a majority of the shares of Series C Preferred Stock, voting together as a separate class, which individual shall initially be Xxxxx Xxxxx; (c) At each election of directors in which the holders of shares of Common Stock are entitled to elect three (3) members of the Board, three (3) individuals as follows: (i) Each of Xxxxx Xxxxxxxxxxxx and Xxxxxx Xxxxxx (each, an “Active Founder” and, collectively, the “Active Founders”) for so long as he: (i) remains a full-time employee of the Company and (ii) holds, together with any Key Holder Trust (as defined in that certain Sixth Amended and Restated Right of First Refusal and Co-Sale Agreement, dated as of the date hereof, by and among the Company and the other parties thereto) established by such Active Founder (each such Key Holder Trust, an “AF Trust”), at least 20% of the Shares held collectively by such Active Founder and his AF Trust(s), if any, as of the date hereof Raging Capital Group (the “Threshold SharesDesignee”), except that if any Active Founder declines, is unable to serve, is no longer a full-time employee of the Company or, together with such Active Founder’s AF Trust, if any, no longer holds the Threshold Shares, such Active Founder’s successor shall be designated by the holders of at least a majority of the shares of Common Stock, voting together as a separate class; provided that if any Active Founder serving as a director pursuant to this section ceases to serve as a full-time employee of the Company and/or, together with such Active Founder’s AF Trust(s), if any, no longer holds the Threshold Shares, each of the Stockholders shall promptly vote their respective Shares to remove such Active Founder from the Board following such time as such Active Founder is no longer a full-time employee of the Company and/or no longer holds, together with such Active Founder’s AF Trust(s), if any, the Threshold Shares if such Active Founder has not resigned ) as a member of the Board; (ii) One individual designated by , with a term to expire at the holders 2018 annual meeting of at least a majority stockholders of the shares of Common Stock Company (other than shares of Common Stock issued such meeting, including any adjournment or issuable upon conversion of Preferred Stockpostponement thereof, the “2018 Meeting”); provided, voting together as a separate class, that is the Designee must be reasonably acceptable to at least one the Board in its good faith business judgment after exercising its fiduciary duties and must qualify as an “independent director” under applicable rules of the Active Founders, U.S. Securities and Exchange Commission (the “SEC”) and the rules of any stock exchange on which individual shall initially be Xxxxx Xxxxxx; provided that if any Active Founder cease to serve as a full-time employee securities of the Company and/or no longer holdsare then listed and must not be an “interested person,” as defined under the Investment Company Act of 1940, together with such Active Founder’s AF Trustas amended, and the rules and regulations promulgated thereunder (the “1940 Act” and the requirements described in this proviso, the Threshold Shares“Independence Requirements”); provided, then further, that any Designee who is an employee or affiliate of the director designated in accordance with this Section 1.2(d)(ii) need not Raging Capital Group and satisfies the Independence Requirements will be deemed to be reasonably acceptable to such Active Founder;the Board for purposes of the immediately preceding proviso; provided, further, that as a condition to the Designee’s appointment to the Board, the Raging Capital Group and/or the Designee shall provide to the Company, prior to nomination and appointment a completed D&O Questionnaire in the form separately provided to the Raging Capital Group. (db) At each election of directors in which the holders of shares of Common Stock and Preferred Stock, voting together as a single class, are entitled to elect Upon becoming a member of the Board, one the Designee shall have the same rights and duties as any other Board member. At all times from the date of his or her appointment to the Board through his termination of service as a member of the Board, the Designee shall comply with all lawful written policies, procedures, processes, codes, rules, standards and guidelines applicable to all Board members, and which the Company shall provide the Designee in advance, including but not limited to the Company’s code of ethics, securities trading policies, ixxxxxx xxxxxxx policy, directors confidentiality policy and corporate governance guidelines, and will also preserve the confidentiality of Company business and information, including discussions or matters considered in meetings of the Board or Board committees, in accordance with the confidentiality obligations applicable to all other members of the Board. (1c) individual who shall The Designee will be mutually acceptable considered for appointment to, and will be offered the opportunity to be a member of, each committee of the Board in accordance with the Board’s customary practices and policies relating to such appointments applicable to all non-employee directors of the Company. (d) The Designee will be (i) compensated for his service as a director and will be reimbursed for his expenses on the Active Founders who are then serving same basis as fullall other non-time employees of the Company and (ii) the individuals designated as Board members pursuant to Sections 1.2(a), 1.2(b) and 1.2(c) above, and which individual shall initially be Xxxxxxx Xxxxxxx; provided that, in the event that Xxxxxxx Xxxxxxx resigns or is removed from the Board for any reason, his replacement director shall be mutually acceptable to the (i) Active Founders who are then serving as full-time employees employee directors of the Company, (ii) individuals designated granted equity-based compensation and other benefits on the same basis as Board members pursuant to Sections 1.2(a)all other non-employee directors of the Company, 1.2(b) and 1.2(c) above and (iii) holders entitled to the same rights of at least a majority indemnification and directors’ and officers’ liability insurance coverage as the other non-employee directors of the shares of Series E Preferred Stock, voting together Company as a separate class. such rights may exist from time to time. (e) To the extent that any of clauses (a) through (d) above shall not be applicable, any member the internal laws of the Board who State of Maryland or any other applicable laws would otherwise have been designated in accordance with require the terms thereof shall instead Designee to be voted upon elected by all the stockholders of the Company at the 2016 annual meeting of stockholders of the Company (the “2016 Meeting”) in order for him to continue to serve as a director of the Company for the remainder of his term expiring at the 2018 Meeting, the Nominating and Corporate Governance Committee of the Board shall recommend for nomination and the Board shall nominate the Designee for election at the 2016 Meeting (provided, that the Designee continues to meet the Independence Requirements and provides to the Company an updated D&O Questionnaire in the form furnished to all other members of the Board) and the Board shall solicit proxies from the stockholders of the Company for the election of the Designee at such meeting in the same manner for all nominees and devoting the same resources to such solicitation as in prior years. (f) If the Designee ceases to be a member of the Board for any reason, then the Raging Capital Group shall be entitled to vote thereon recommend, for consideration by the Board, a candidate to fill such vacancy who (i) satisfies the Independence Requirements and (ii) is reasonably acceptable to the Board in accordance withits good faith business judgment after exercising its fiduciary duties (such candidate, the “Successor Candidate”). Within ten business days of the Raging Capital Group’s recommendation of the Successor Candidate, the Board will make, and pursuant inform the Raging Capital Group of, its determination as to whether the Successor Candidate is reasonably acceptable to the Board. If the Board accepts the Raging Capital Group’s recommendation, the Successor Candidate shall be promptly appointed to the Board with a term to expire at the 2018 Meeting. In the event the Board declines to accept the Successor Candidate, the Raging Capital Group may propose another replacement, subject to the criteria and process set forth in this Section. Upon becoming a member of the Board, the Successor Candidate will succeed to all of the rights and privileges of, and will be bound by the terms and conditions applicable to, the Restated Charter. For purposes of a Designee under this Agreement, an individual, firm, corporation, partnership, association, limited liability company, trust or any other entity (collectively, a “Person”) shall be deemed an “Affiliate” of another Person who, directly or indirectly, controls, is controlled by or is under common control with such Person, including, without limitation, any general partner, managing member, officer or director of such Person or any venture capital fund now or hereafter existing that is controlled by one or more general partners or managing members of, or shares the same management company with, such Person.

Board Composition. Each Stockholder agrees to vote, or cause to be voted, all Shares owned by such Stockholder, or over which such Stockholder has voting control, from time to time and at all times, in whatever manner as shall be necessary to ensure that at (a) At each annual or special other meeting of stockholders shareholders of the Company at which an election of directors is held or pursuant to any written consent of the stockholdersheld, the following persons individuals shall be elected to the Board: (a) At each election of directors in which the holders of shares of Series A/B/D Preferred Stock are entitled to elect the Series A/B/D Preferred Director, one (1) individual designated by the holders of at least a majority of the shares of Series A/B/D Preferred Stock, voting together as a separate class and on an as-converted basis, which individual shall initially be Xxxxxx Xxxxxxx; (b) At each election of directors in which the holders of shares of Series C Preferred Stock, voting together as a separate class, are entitled to elect the Series C Preferred Director, one (1) individual designated by the holders of at least a majority of the shares of Series C Preferred Stock, voting together as a separate class, which individual shall initially be Xxxxx Xxxxx; (c) At each election of directors in which the holders of shares of Common Stock are entitled to elect three (3) members of the Board, three (3) individuals as follows: (i) Each of Xxxxx Xxxxxxxxxxxx and Xxxxxx Xxxxxx (eachThe Company’s Chief Executive Officer, an “Active Founder” and, collectively, the “Active Founders”) for so long as he: (i) remains a full-time employee of the Company and (ii) holds, together with any Key Holder Trust (as defined in that certain Sixth Amended and Restated Right of First Refusal and Co-Sale Agreement, dated who as of the date hereof, by and among of this Agreement is Xxxx Xxxxxxxxxxx (the Company and the other parties thereto) established by such Active Founder (each such Key Holder Trust, an “AF TrustCEO Director”), at least 20% of the Shares held collectively by such Active Founder and his AF Trust(s), if any, as of the date hereof (the “Threshold Shares”), except that if any Active Founder declines, is unable to serve, is no longer a full-time employee of the Company or, together with such Active Founder’s AF Trust, if any, no longer holds the Threshold Shares, such Active Founder’s successor shall be designated by the holders of at least a majority of the shares of Common Stock, voting together as a separate class; provided that if for any Active Founder serving as a director pursuant to this section ceases reason the CEO Director shall cease to serve as a full-time employee the Chief Executive Officer of the Company and/or, together with such Active Founder’s AF Trust(s), if any, no longer holds the Threshold SharesCompany, each of the Stockholders Shareholders shall promptly vote their respective Shares (i) to remove such Active Founder the former Chief Executive Officer of the Company from the Board following such time as such Active Founder is no longer a full-time employee of the Company and/or no longer holds, together with such Active Founder’s AF Trust(s), if any, the Threshold Shares if such Active Founder individual has not resigned as a member of the Board; and (ii) to elect such individual's replacement as Chief Executive Officer of the Company as the new CEO Director; (ii) One individual designated designed by Xxxxxx (the holders of at least a majority of the shares of Common Stock (other than shares of Common Stock issued or issuable upon conversion of Preferred Stock“Sopica Director”), voting together as a separate class, that is reasonably acceptable to at least one of the Active Founders, which individual shall initially be Xxxxx Xxxxxx; provided that if any Active Founder cease [Redacted – Confidential Information], for so long as Sopica or its Affiliates continue to serve as a full-time employee hold, directly or indirectly, at least 20% of the Company and/or no longer holds, together with such Active Founder’s AF Trust, the Threshold Shares, then the director designated in accordance with this Section 1.2(d)(ii) need not be acceptable issued and outstanding Common Shares (including any Class A Common Shares on an as-converted to such Active Founder; (d) At each election of directors in which the holders of shares of Common Stock and Preferred Stock, voting together as a single class, are entitled to elect a member of the Board, one (1) individual who shall be mutually acceptable to (i) the Active Founders who are then serving as full-time employees of the Company and (ii) the individuals designated as Board members pursuant to Sections 1.2(aShares basis), 1.2(b) and 1.2(c) above, and which individual shall initially serve until his or her successor shall be Xxxxxxx Xxxxxxxdesignated by Sopica; and (iii) The remaining directors shall be nominated and their election voted upon by all the shareholders of the Company entitled to vote thereon in accordance with, and pursuant to, the Articles. (b) So long as applicable, the Company will: (i) Nominate the nominees indicated in Section 3.2(a) for election as a director of the Company at any meeting of shareholders of the Company at which an election of directors is held, provided thatthat each such nominee meets the qualifications prescribed by the BCBCA and the rules and policies of the Exchange and provides such consents, acknowledgements and information as may be reasonably be required by the Company of its nominees for election to the Board; (ii) Include such nominees, as applicable, in the event that Xxxxxxx Xxxxxxx resigns or is removed from notice of meeting, the Board for any reason, his replacement director shall be mutually acceptable management information circular and the form of proxy relating to the (i) Active Founders who are then serving as full-time employees of the Company, (ii) individuals designated as Board members pursuant to Sections 1.2(a), 1.2(b) and 1.2(c) above and applicable shareholder meeting; and (iii) holders Use commercially reasonable effects to cause the election of at least a majority such nominees, including soliciting proxies from shareholders of the shares Company in favour of Series E Preferred Stock, voting together as a separate class. the election of such nominees. (c) To the extent that any of clauses (aeither Section 3.2(a)(i) through (dor Section 3.2(a)(ii) above shall is not be applicable, any member of the Board who would otherwise have been designated in accordance with the terms thereof shall instead be voted upon by all the stockholders shareholders of the Company entitled to vote thereon in accordance with, and pursuant to, the Restated Charter. For purposes of this Agreement, an individual, firm, corporation, partnership, association, limited liability company, trust or any other entity (collectively, a “Person”) shall be deemed an “Affiliate” of another Person who, directly or indirectly, controls, is controlled by or is under common control with such Person, including, without limitation, any general partner, managing member, officer or director of such Person or any venture capital fund now or hereafter existing that is controlled by one or more general partners or managing members of, or shares the same management company with, such PersonArticles.