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 Series A Holders (excluding the shares held by Ascent Biomedical Ventures I., LP, or Ascent Biomedical Ventures NY I, LP (collectively “ABV”) if any), voting as a separate class, are entitled to elect one (1) director of the Company, the individual designated by such Series A Holders, so long as 750,000 shares of Series A Preferred Stock remain outstanding, who shall initially be Xxxxxx Xxxxx; (b) Provided that Quantum holds more than 340,938 shares of Series B Preferred Stock on or before November 30, 2009, and thereafter until such time as Quantum holds fewer than 340,938 shares of Series B Preferred Stock (subject to appropriate adjustment in the event of any stock dividend, stock split, combination or other similar recapitalization with respect to the Series B Preferred Stock), Quantum shall be entitled to elect one (1) director of the Corporation (the “Series B Director”), who shall initially be Xxxxx Xxxxxxx; provided however, in the event that Quantum does not hold more than 340,938 shares of Series B Preferred Stock on or before November 30, 2009, or any time thereafter holds less than 340,938 shares of Series B Preferred Stock, the Series B Director may be elected by a majority of the holders of record of the Shares of Series 13 Preferred Stock subject to such proposed Series B Director being approved by each of Xxx Xxxxxxx, the Series A Director (as defined below) and the ABV Director (as defined below); (c) At each election of directors in which the holders of Common Stock and/or any other class or series of voting stock (including the Series A Preferred Stock and Series B Preferred Stock), voting together as a single class, are entitled to elect directors of the Company, the Stockholders shall vote all of their respective Shares so as to elect (i) one (1) director appointed by ABV (the “ABV Director”) so long as it holds at least an aggregate of 750,000 Shares of Common Stock or Preferred Stock on an as-converted basis, which shall initially be Xxxxxxxx X. Xxxxx; (ii) Xxx Xxxxxxx (so long as he remains Employed by the Company (as defined below)), (iii) two (2) directors appointed by Xxx Xxxxxxx, and (iv) one (1) person who is not employed by the Company and who is nominated by mutual agreement of Xxx Xxxxxxx and the other Board members. If Xxx Xxxxxxx resigns from the Company, he will retain

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 Series A Holders (excluding the shares held One person designated by Ascent Biomedical Ventures I., LP, or Ascent Biomedical Ventures NY Bios Fund I, LP (collectively “ABVBios I”) if anyand Bios Fund I QP, LP (together with Bios I, “Bios”), voting which individual shall be selected at such time as a separate classdetermined by Bios, are entitled to elect serve as one (1) director of the Company, the individual designated by such two Series A HoldersDirectors, for so long as 750,000 Bios and its Affiliates continue to own beneficially at least seven and one-half percent (7.5%) of the shares of Common Stock of the Company (including shares of Common Stock issued or issuable upon conversion of Series A Preferred Stock remain outstandingStock), who shall initially be Xxxxxx Xxxxxwhich number is subject to appropriate adjustment for all stock splits, dividends, combinations, recapitalizations and the like; (b) Provided that Quantum holds more than 340,938 shares of Series B Preferred Stock on or before November 30One person designated by Green Park & Golf Ventures, 2009LLC, and thereafter until a Texas limited liability company (“Green Park”), which individual shall be selected at such time as Quantum holds fewer than 340,938 determined by Green Park, to serve the remaining Series A Director, for so long as Green Park and its Affiliates continue to own beneficially at least seven and one-half percent (7.5%) shares of Common Stock of the Company (including shares of Common Stock issued or issuable upon conversion of Series B A Preferred Stock (Stock), which number is subject to appropriate adjustment in for all stock splits, dividends, combinations, recapitalizations and the event like; and (c) For so long as the Key Holders hold at least 400,000 shares of Common Stock (as adjusted for any stock dividendsplits, stock splitdividends, combination recapitalizations or other similar recapitalization with respect to the Series B Preferred Stocklike), Quantum shall be entitled to elect one (1) director two individuals designated by the holders of a majority of the Corporation (Shares of Common Stock held by the “Series B Director”)Key Holders, who which individuals shall initially be Xxxxx Xxxxxxx; provided however, in Nara and Xxxxxxxxx Xxxxxxxxxx. To the event extent that Quantum does not hold more than 340,938 shares any of Series B Preferred Stock on or before November 30, 2009, or any time thereafter holds less than 340,938 shares of Series B Preferred Stock, the Series B Director may be elected by a majority of the holders of record of the Shares of Series 13 Preferred Stock subject to such proposed Series B Director being approved by each of Xxx Xxxxxxx, the Series A Director clauses (as defined belowa) and the ABV Director (as defined below); through (c) At each election above shall not be applicable, any member of directors the Board who would otherwise have been designated in which accordance with the holders terms thereof shall instead be voted upon by all the stockholders of Common Stock and/or the Company entitled to vote thereon in accordance with, and pursuant to, the Company’s Restated Certificate. For purposes of this Agreement, an individual, firm, corporation, partnership, association, limited liability company, trust or any other class or series of voting stock entity (including the Series A Preferred Stock and Series B Preferred Stock)collectively, voting together as a single class, are entitled to elect directors of the Company, the Stockholders shall vote all of their respective Shares so as to elect (i) one (1) director appointed by ABV (the “ABV DirectorPerson”) so long as it holds at least shall be deemed an aggregate “Affiliate” of 750,000 Shares 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 Common Stock such Person or Preferred Stock on an as-converted basisany venture capital fund now or hereafter existing that is controlled by one or more general partners or managing members of, which shall initially be Xxxxxxxx X. Xxxxx; (ii) Xxx Xxxxxxx (so long as he remains Employed by or shares the Company (as defined below))same management company with, (iii) two (2) directors appointed by Xxx Xxxxxxx, and (iv) one (1) person who is not employed by the Company and who is nominated by mutual agreement of Xxx Xxxxxxx and the other Board members. If Xxx Xxxxxxx resigns from the Company, he will retainsuch 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 of directors in which the Series A Holders (excluding the shares held by Ascent Biomedical Ventures I., LP, or Ascent Biomedical Ventures NY I, LP (collectively “ABV”) if any), voting as a separate class, are entitled to elect one (1) director of the Company, the individual person designated by such Series A Holders, so long as 750,000 the Investor holding the greatest number of shares of Series A Preferred Stock remain outstandingheld by any of the Investors, other than RMI Investments S.A.R.L. or any of its Affiliates (the “Series A Designee”), who shall be the Series A Director (as defined in the Certificate of Incorporation), which individual shall initially be Xxxxxx Xxxxx Xxxxx, for so long as at least 5,000,000 shares of Series A Preferred Stock are issued and outstanding (which number is subject to appropriate adjustment for all stock splits, dividends, combinations, recapitalizations and the like); (b) Provided that Quantum holds more than 340,938 one person designated by RMI Investments S.A.R.L. (the “RMI Designee”), which individual shall initially be Xxxxxxx Xxxxxxxxx, for so long as such Stockholder and its Affiliates collectively continue to beneficially own at least 1,500,000 shares of Series B A Preferred Stock on or before November 30(which number is subject to appropriate adjustment for all stock splits, 2009dividends, combinations, recapitalizations and thereafter until the like); (c) one person designated by AJU Growth & Healthcare Fund (the “Series B Designee”), who shall be the Series B Director (as defined in the Certificate of Incorporation), which seat shall initially be vacant, for so long as (i) such time as Quantum holds fewer than 340,938 Stockholder and its Affiliates collectively continue to beneficially own at least 300,000 shares of Series B Preferred Stock (which number is subject to appropriate adjustment in for all stock splits, dividends, combinations, recapitalizations and the event like) and (ii) at least 5,000,000 shares of any stock dividend, stock split, combination or other similar recapitalization with respect to the Series B Preferred StockStock are issued and outstanding (which number is subject to appropriate adjustment for all stock splits, dividends, combinations, recapitalizations and the like); (d) one person designated by Cormorant Private Healthcare Fund I, Quantum shall be entitled to elect one (1) director of the Corporation LP (the “Cormorant Designee”), who shall be the Series B DirectorC Director (as defined in the Certificate of Incorporation), which individual shall initially be Xxxxx Xxxx, for so long as (i) such Stockholder and its Affiliates collectively continue to beneficially own at least 1,100,000 shares of Series C Preferred Stock (which number is subject to appropriate adjustment for all stock splits, dividends, combinations, recapitalizations and the like) and (ii) at least 2,741,228 shares of Series C Preferred Stock are issued and outstanding (which number is subject to appropriate adjustment for all stock splits, dividends, combinations, recapitalizations and the like); (e) one person designated by Xxxx Capital Life Sciences, LP (the “Bain Designee”), who shall be the Series D Director (as defined in the Certificate of Incorporation), which individual shall initially be Xxxxxx Hack, for so long as such Stockholder and its Affiliates collectively continue to beneficially own at least 1,500,000 shares of Series D Preferred Stock (which number is subject to appropriate adjustment for all stock splits, dividends, combinations, recapitalizations and the like); (f) One person designated by the holders of a majority of the outstanding shares of Common Stock held by the Key Holders (the “Key Holder Designee”), who shall be the director elected by the holders of record of the shares of Common Stock, exclusively and as a separate class, under the Certificate of Incorporation, which individual shall initially be Xxxx-Xxxxxx Sommadossi, Ph.D.; and (g) Three (3) persons who are each not otherwise an Affiliate of the Company or of any Stockholder and who are mutually acceptable to (i) the Founder and (ii) the holders of a majority in voting power of the outstanding shares of Preferred Stock (the “Independent Designees”), who shall initially be Xxxxxxxx Xxxxxx, Xxxxx Xxxxxxx; provided howeverXxxxxx and Xxxxx Xxxxxx. To the extent that any of clauses (a) through (f) above shall not be applicable, any member of the Board who would otherwise have been designated in accordance with the event that Quantum does not hold more than 340,938 shares terms thereof shall instead be voted upon by all the stockholders of Series B Preferred Stock on or before November 30the Company entitled to vote thereon in accordance with, 2009, or any time thereafter holds less than 340,938 shares of Series B Preferred Stockand pursuant to, the Series B Director may be elected by a majority Certificate of the holders of record of the Shares of Series 13 Preferred Stock subject to such proposed Series B Director being approved by each of Xxx Xxxxxxx, the Series A Director (as defined below) and the ABV Director (as defined below); (c) At each election of directors in which the holders of Common Stock and/or any other class or series of voting stock (including the Series A Preferred Stock and Series B Preferred Stock), voting together as a single class, are entitled to elect directors of the Company, the Stockholders shall vote all of their respective Shares so as to elect (i) one (1) director appointed by ABV (the “ABV Director”) so long as it holds at least an aggregate of 750,000 Shares of Common Stock or Preferred Stock on an as-converted basis, which shall initially be Xxxxxxxx X. Xxxxx; (ii) Xxx Xxxxxxx (so long as he remains Employed by the Company (as defined below)), (iii) two (2) directors appointed by Xxx Xxxxxxx, and (iv) one (1) person who is not employed by the Company and who is nominated by mutual agreement of Xxx Xxxxxxx and the other Board members. If Xxx Xxxxxxx resigns from the Company, he will retainIncorporation.

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 Series A Holders (excluding the shares held One person designated by Ascent Biomedical Ventures I., LP, or Ascent Biomedical Ventures NY I, LP (collectively “ABV”) if any), voting as Investors holding a separate class, are entitled to elect one (1) director majority of the Company, the individual designated by such Series A Holders, so long as 750,000 outstanding shares of Series A Preferred Stock remain outstandingheld by all Investors, who to be the Series A Director, which individual shall initially be Xxxxxx XxxxxXxxxxxxxx X. Xxxxxxxx; (b) Provided that Quantum holds more than 340,938 One person designated by Investors holding a majority of the outstanding shares of Series B Preferred Stock on or before November 30held by all Investors, 2009, and thereafter until such time as Quantum holds fewer than 340,938 shares of Series B Preferred Stock (subject to appropriate adjustment in the event of any stock dividend, stock split, combination or other similar recapitalization with respect to be the Series B Preferred Stock)Director, Quantum shall be entitled to elect one (1) director of the Corporation (the “Series B Director”), who which individual shall initially be Xxxxx Xxxxxxx; provided however; (c) One person designated by Signet Healthcare Partners QP Partnership III LP and Signet Healthcare Partners Accredited Partnership III LP (together, in the event that Quantum does not hold more than 340,938 shares of Series B Preferred Stock on or before November 30“Signet”), 2009, or any time thereafter holds less than 340,938 shares of Series B Preferred Stock, to be the Series B Director may be elected by a majority of the holders of record of the Shares of Series 13 Preferred Stock subject to such proposed Series B Director being approved by each of Xxx XxxxxxxC Director, the Series A Director for so long as Signet and its Affiliates (as defined below) and the ABV Director (as defined below); (c) At each election continue to own beneficially at least 500,000 shares of directors in which the holders of Common Stock and/or any other class or series of voting stock (including the Series A C Preferred Stock and Series B Preferred Stock), voting together as a single class, are entitled to elect directors of the Company, which number is subject to appropriate adjustment for all stock splits, dividends, combinations, recapitalizations and the Stockholders like, which individual shall vote all initially be Xxxxxx Xxxxxx; (d) One person designated by Common Holders holding a majority of their respective Shares so as to elect (i) one (1) director appointed by ABV (the “ABV Director”) so long as it holds at least an aggregate of 750,000 Shares outstanding shares of Common Stock or Preferred Stock on an as-converted basisheld by all Common Holders, to be a Generally Elected Director, which individual shall initially be Xxxxxxxx X. XxxxxXxxxxxx; and (iie) Xxx Xxxxxxx (so long as he remains Employed by Three persons, each of whom is not otherwise an Affiliate of the Company (as defined below))or of any Stockholder, (iii) two (2) directors appointed by Xxx Xxxxxxx, and (iv) one (1) person who is not employed by the Company and who is nominated by mutual agreement of Xxx Xxxxxxx and are mutually acceptable to the other Board membersmembers of the Board, to be Generally Elected Directors, which individuals shall initially be Xxxx Xxxxxx, Xxxxxx Xxxxxx and Xxxxxxx Xxxx (such persons and their successors, the “Independent Directors”). If Xxx Xxxxxxx resigns from 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 Companysame management company with, he will retainsuch 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 of directors in which the Series A Holders (excluding the shares held by Ascent Biomedical Ventures I., LP, or Ascent Biomedical Ventures NY I, LP (collectively “ABV”) if any), voting as a separate class, are entitled to elect one One (1) director person designated by the holders of the Company, the individual designated by such Series A Holders, so long as 750,000 shares of Series A Preferred Stock remain outstanding, who shall initially be Xxxxxx Xxxxx; (b) Provided that Quantum holds more than 340,938 shares of Series B Preferred Stock on or before November 30, 2009, and thereafter until such time as Quantum holds fewer than 340,938 shares of Series B Preferred Stock (subject to appropriate adjustment in the event of any stock dividend, stock split, combination or other similar recapitalization with respect to the Series B Preferred Stock), Quantum shall be entitled to elect one (1) director of the Corporation (the “Series B Director”), who shall initially be Xxxxx Xxxxxxx; provided however, in the event that Quantum does not hold more than 340,938 shares of Series B Preferred Stock on or before November 30, 2009, or any time thereafter holds less than 340,938 shares of Series B Preferred Stock, the Series B Director may be elected by a majority of the holders of record of the Shares of Series 13 A-1 Preferred Stock subject to such proposed purchased for cash (and not acquired through conversion of convertible notes into Series B Director being approved by each of Xxx Xxxxxxx, the Series A Director (as defined below) and the ABV Director (as defined below); (c) At each election of directors in which the holders of Common Stock and/or any other class or series of voting stock (including the Series A Preferred Stock and Series B A-1 Preferred Stock), voting together as who initially shall be Xxxxxx Xxxxxx. (b) Two (2) persons designated by the holders of a single class, are entitled to elect directors majority of the Company, the Stockholders shall vote all of their respective Shares so as to elect (i) one (1) director appointed by ABV (the “ABV Director”) so long as it holds at least an aggregate shares of 750,000 Shares of Common Stock or Series A-1 Preferred Stock acquired through conversion of convertible notes into Series A-1 Preferred Stock (and not purchased for cash) and Series A-2 Preferred Stock, acting together on an as-converted to Common Stock basis, which and (ii) shares of Common Stock, one of whom shall initially be Xxxxxxxx X. Xxxxx; (ii) Xxx Xxxxxx Xxxxxxx (so long as he remains Employed by the Company (as defined below)“Xxxxxxx”), and the other of whom shall initially be Xxxx Xxxxx. (iiic) two (2) directors appointed by Xxx Xxxxxxx, and (iv) one One (1) person designated by Xxxxxx XxxxXxxxxx (“XxxxXxxxxx”), who is not employed by initially shall be XxxxXxxxxx, provided that XxxxXxxxxx and his Affiliates collectively own in the aggregate at least 200,000 shares of Series A-1 Preferred Stock and shares of Common Stock (such number subject to adjustment for any stock splits, subdivisions, consolidations or other similar recapitalization effecting all shares of capital stock of the Company equally and who is nominated by mutual agreement of Xxx Xxxxxxx and the other Board membersconsistently). If Xxx Xxxxxxx resigns from any of the aforementioned individuals designated pursuant to clauses (a), (b) and (c) above of this Subsection 1.2 are not directors as of the date hereof, they may be elected to the Board by a majority of directors in office as of the date hereof pursuant to Section 3.2 of the Company, he will retain’s Bylaws.

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 of the Company 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 Company’s board of directors (the “Board:”): (a) At each election of directors in which the Series A Holders (excluding the shares held by Ascent Biomedical Ventures I., LP, or Ascent Biomedical Ventures NY I, LP (collectively “ABV”) if any), voting as a separate class, are entitled to elect one (1) director independent industry expert recommended by the Board, and approved by the holders of a majority of the Company, shares of the individual designated by such Series A HoldersPreferred Stock, for so long as 750,000 the holders of the shares of Common Stock issued or issuable upon conversion of the shares of Series A Preferred Stock remain outstandingheld by the Investors (i) continue to own beneficially at least two million (2,000,000) shares of Common Stock of the Company (including shares of Common Stock issued or issuable upon conversion of Series A Preferred Stock), who shall initially be Xxxxxx Xxxxxwhich number is subject to appropriate adjustment for all stock splits, dividends, combinations, recapitalizations and the like and (ii) the issued and outstanding Series A Preferred Stock represents at least ten percent (10%) of the outstanding capital stock of the Company on a fully-diluted basis (the “Series A Threshold”); (b) Provided that Quantum holds more than 340,938 one (1) independent industry expert recommended by the Board, and approved by the holders of a majority of the shares of the Series B Preferred Stock, for so long as the holders of the shares of Common Stock issued or issuable upon conversion of the shares of Series B Preferred Stock on or before November 30, 2009, and thereafter until such time as Quantum holds fewer than 340,938 held by the Investors (i) continue to own beneficially at least two million (2,000,000) shares of Series B Preferred Common Stock of the Company (subject to appropriate adjustment in the event including shares of any stock dividend, stock split, combination Common Stock issued or other similar recapitalization with respect to the issuable upon conversion of Series B Preferred Stock), Quantum shall be entitled which number is subject to elect one appropriate adjustment for all stock splits, dividends, combinations, recapitalizations and the like and (1ii) director the issued and outstanding Series B Preferred Stock represents at least ten percent (10%) of the Corporation outstanding capital stock of the Company on a fully-diluted basis (the “Series B DirectorThreshold”), who shall initially be Xxxxx Xxxxxxx; provided however, in the event that Quantum does not hold more than 340,938 shares of Series B Preferred Stock on or before November 30, 2009, or any time thereafter holds less than 340,938 shares of Series B Preferred Stock, the Series B Director may be elected by a majority of the holders of record of the Shares of Series 13 Preferred Stock subject to such proposed Series B Director being approved by each of Xxx Xxxxxxx, the Series A Director (as defined below) and the ABV Director (as defined below); (c) At each election of directors in which for so long as the holders Key Holders hold any shares of Common Stock and/or (as adjusted for any other class stock splits, stock dividends, recapitalizations or series of voting stock (including the Series A Preferred Stock and Series B Preferred Stocklike), voting together one (1) individual designated by the Key Holders holding a majority of the shares of Common Stock then held by the Key Holders (the “Key Holder Designee”), which individual shall be Dr. Xxxxxxx During; provided that if for any reason the Key Holders do not designate Dr. During as a single classthe Key Holder Designee, are entitled each of the Stockholders shall promptly vote their respective Shares to elect directors Dr. During as an additional member of the Board, provided Dr. During exercises his option to remain on the Board other than as the Key Holder Designee; (d) the Company’s Chief Executive Officer, who shall be Xx. Xxxxxx Xxxxx (the “CEO Director”), provided that if for any reason Xx. Xxxxx shall cease to serve as the Chief Executive Officer of the Company, each of the Stockholders shall promptly vote all of their respective Shares so as to elect Xx. Xxxxx as an additional member of the Board, provided Xx. Xxxxx exercises his option to remain on the Board other than as the CEO Director; and (ie) one (1) director appointed individual designated by ABV Xx. Xxxxx. To the extent that any of clauses (a) through (e) above shall not be applicable, any member of the “ABV Director”) so long as it holds at least an aggregate Board who would otherwise have been designated in accordance with the terms thereof shall instead be voted upon by all the stockholders of 750,000 Shares of Common Stock or Preferred Stock on an as-converted basis, which shall initially be Xxxxxxxx X. Xxxxx; (ii) Xxx Xxxxxxx (so long as he remains Employed by the Company (as defined below)), (iii) two (2) directors appointed by Xxx Xxxxxxxentitled to vote thereon in accordance with, and (iv) one (1) person who is not employed by pursuant to, the Company and who is nominated by mutual agreement of Xxx Xxxxxxx and the other Board members. If Xxx Xxxxxxx resigns from the Company, he will retainRestated Certificate.

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 Series A Holders holders of the Preferred Stock (excluding the shares held by Ascent Biomedical Ventures I.four (4) directors so elected, LP, or Ascent Biomedical Ventures NY I, LP (collectively the “ABVPreferred Directors”) if any), voting as a separate class, are entitled to elect directors of the Company: (i) one (1) director individual designated by Sofinnova Venture Partners VIII, L.P. (“Sofinnova”), which individual shall initially be Xxxxxxx Xxxx, MD., Ph.D., for so long as Sofinnova or its Affiliates continue to own at least 1,000,000 shares of Common Stock of the Company (including shares of Common Stock issued or issuable upon conversion of the Series A Stock), which number is subject to appropriate adjustment for all stock splits, dividends, combinations, recapitalizations and the like; (ii) one (1) individual designated by Split Rock Partners II, LP (“Split Rock”), which individual shall initially be Xxxxxx Xxxxxxxx, for so long as Split Rock or its Affiliates continue to own at least 1,000,000 shares of Common Stock of the Company (including shares of Common Stock issued or issuable upon conversion of the Series A Stock), which number is subject to appropriate adjustment for all stock splits, dividends, combinations, recapitalizations and the like; (iii) one (1) individual designated by the 2011 Investors, which individual shall initially be Xxxxxxx Xxxxx, for so long as the 2011 Investors and their Affiliates continue to own at least 1,000,000 shares of Common Stock of the Company (including shares of Common Stock issued or issuable upon conversion of the Series A Stock), which number is subject to appropriate adjustment for all stock splits, dividends, combinations, recapitalizations and the like; and (iv) One (1) individual who is either (i) not employed by, or otherwise Affiliated with, the Company, any subsidiary of the Company, the individual designated by such Series A Holders, so long as 750,000 shares of Series A Preferred Stock remain outstanding, who shall initially be Xxxxxx Xxxxx; (b) Provided that Quantum holds more than 340,938 shares of Series B Preferred Stock on any Stockholder or before November 30, 2009, and thereafter until such time as Quantum holds fewer than 340,938 shares of Series B Preferred Stock (subject to appropriate adjustment in the event any Affiliate of any stock dividend, stock split, combination or other similar recapitalization with respect to the Series B Preferred Stock), Quantum shall be entitled to elect one (1) director of the Corporation (the “Series B Director”), Stockholder who shall initially be Xxxxx Xxxxxxx; provided however, in the event that Quantum does not hold more than 340,938 shares of Series B Preferred Stock on or before November 30, 2009, or any time thereafter holds less than 340,938 shares of Series B Preferred Stock, the Series B Director may be elected is designated by a majority of the holders Preferred Directors or (ii) designated by the 2011 Investors, which individual shall initially be Xxxxx Xxxxx (the parties acknowledge that Xx. Xxxxx shall not be excluded from this seat by virtue of record his status as a stockholder of the Shares of Series 13 Preferred Stock subject to such proposed Series B Director being approved by each of Xxx Xxxxxxx, the Series A Director (as defined below) and the ABV Director (as defined belowCompany);; and (cb) At each election of directors in which the holders of Common Stock and/or any other class or series of voting stock (including the Series A Preferred Stock and Series B Preferred Stock), voting together as a single separate class, are entitled to elect directors of the Company, the Stockholders shall vote all of their respective Shares so as to elect (i) one (1) director appointed individual designated by ABV such holders who shall at all times be the Company’s Chief Executive Officer, who initially shall be Xxxxx Xxxxxxxxx (the “ABV CEO Director”), provided that if for any reason the CEO Director shall cease to serve as the Chief Executive Officer of the Company, each of the Stockholders shall promptly vote their respective Shares (i) so long to remove the former Chief Executive Officer from the Board if such person has not resigned as it holds at least an aggregate a member of 750,000 Shares of Common Stock or Preferred Stock on an as-converted basis, which shall initially be Xxxxxxxx X. Xxxxx; the Board and (ii) Xxx Xxxxxxx (so long to elect such person’s replacement as he remains Employed by Chief Executive Officer of the Company as the new CEO Director; (as defined below))c) To the extent that any one of clause (a) or (b) above shall not be applicable, (iii) two (2) directors appointed any member of the Board who would otherwise have been designated in accordance with the terms thereof shall instead be voted upon by Xxx Xxxxxxxall the stockholders of the Company entitled to vote thereon in accordance with, and (iv) one (1) person who is not employed by pursuant to, the Company and who is nominated by mutual agreement Certificate of Xxx Xxxxxxx and the other Board members. If Xxx Xxxxxxx resigns from the Company, he will retainIncorporation.

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 Series A Holders (excluding the shares held by Ascent Biomedical Ventures I., LP, or Ascent Biomedical Ventures NY I, LP (collectively “ABV”) if any), voting as a separate class, are entitled to elect one (1) director of the Company, the individual designated by such Series A Holders, For so long as 750,000 shares FinTech Venture Fund, LLLP, and/or its Affiliates (collectively the “FinTech Group”) hold at least ten percent (10%) of the Series A Preferred Stock remain outstandingwhich the FinTech Group purchased pursuant to the Series A Purchase Agreement (as adjusted for any stock split, stock dividend, combination, or other recapitalization or reclassification effected after the date hereof), one individual nominated by the FinTech Group (the “FinTech Designee”) shall be elected to serve as the Series A Director, who shall initially be Xxxxxx XxxxxSxxxxx Xxxxxxxx; (b) Provided that Quantum holds more than 340,938 shares For so long as Mxxxxxx Xxxxxxx, MDO Ventures JS LLC, and/or their Affiliates (collectively the “Oxxxxxx Group”) hold at least ten percent (10%) of the Series B Seed Preferred Stock on or before November 30which the Oxxxxxx Group purchased pursuant to the Series Seed Purchase Agreement (as adjusted for any stock split, 2009, and thereafter until such time as Quantum holds fewer than 340,938 shares of Series B Preferred Stock (subject to appropriate adjustment in the event of any stock dividend, stock splitcombination, combination or other similar recapitalization with respect to or reclassification effected after the Series B Preferred Stockdate hereof), Quantum shall be entitled to elect one (1) director of individual nominated by the Corporation Oxxxxxx Group (the “Oxxxxxx Designee”) shall be elected to serve as the Series B Seed Director”), who shall initially be Xxxxx Mxxxxxx Xxxxxxx; provided however, in the event that Quantum does not hold more than 340,938 shares of Series B Preferred Stock on or before November 30, 2009, or any time thereafter holds less than 340,938 shares of Series B Preferred Stock, the Series B Director may be elected by a majority of the holders of record of the Shares of Series 13 Preferred Stock subject to such proposed Series B Director being approved by each of Xxx Xxxxxxx, the Series A Director (as defined below) and the ABV Director (as defined below); (c) At each election of directors One (1) individual (the “Common Stock Board Designee”), designated from time to time in which a writing delivered to the Company and signed by holders of Common Stock and/or any other class or series who, at the time in question, hold a majority of the issued and outstanding shares of Common Stock, shall be elected to serve as a Common Director; (d) One (1) individual (the “Key Holder Board Designee”), designated from time to time in a writing delivered to the Company and signed by the Key Holders who, at the time in question, hold shares of issued and outstanding Common Stock representing a majority of the voting stock power of all issued and outstanding shares of Common Stock then held by all Key Holders who are then providing services to the Company as employees, shall be elected to serve as a Common Director; provided, however, that the right of the Key Holders to designate the Key Holder Board Designee shall automatically terminate if the Key Holders hold, in the aggregate, less than five percent (5%) of the outstanding shares of Common Stock on an as-converted basis (including shares of Common Stock issuable upon conversion or exercise of the Series A Preferred Shares, outstanding options, warrants and other convertible or exercisable securities) and no Key Holder is then providing services to the Company as an employee; and (e) Two (2) individuals that are determined by the other members of the Board of Directors to be “independent” after consideration of applicable factors and legal requirements (including, but not limited to, the requirements set forth in the North American Securities Administrators Association Statement of Policy Regarding Loans and Other Material Transactions), and who are elected by the holders of a majority of the Common Stock and Series B the Preferred Stock), voting together as a single class, are entitled to elect directors of the Company, the Stockholders shall vote all of their respective Shares so as to elect (i) one (1) director appointed by ABV class (the “ABV DirectorIndependent Board Designees” and together with the FinTech Designee, the Oxxxxxx Designee, the Common Stock Board Designee, and the Key Holder Board Designee, the “Board Designees”). To the extent that any of clauses (a) through (e) 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 Certificate. For purposes of this Agreement, an individual, firm, corporation, partnership, association, limited liability company, trust or any other entity (collectively, a “Person”) so long as it holds at least shall be deemed an aggregate “Affiliate” of 750,000 Shares 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 Common Stock such Person or Preferred Stock on an as-converted basisany venture capital fund now or hereafter existing that is controlled by one or more general partners or managing members of, which shall initially be Xxxxxxxx X. Xxxxx; (ii) Xxx Xxxxxxx (so long as he remains Employed by or shares the Company (as defined below))same management company with, (iii) two (2) directors appointed by Xxx Xxxxxxx, and (iv) one (1) person who is not employed by the Company and who is nominated by mutual agreement of Xxx Xxxxxxx and the other Board members. If Xxx Xxxxxxx resigns from the Company, he will retainsuch 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 held, or pursuant to any written consent of stockholders, to elect members of the stockholdersBoard, the following persons shall shall, subject to Sections 5, be elected to the Board: (a) At each election of directors in which As the Series A Holders (excluding B Director, one person designated by the shares held by Ascent Biomedical Ventures I., LP, or Ascent Biomedical Ventures NY I, LP (collectively “ABV”) if any), voting as a separate class, are entitled largest holder from time to elect one (1) director time of the Company, the individual designated by such Series A Holders, so long as 750,000 shares of Series A Preferred Stock remain outstanding, who shall initially be Xxxxxx Xxxxx; (b) Provided that Quantum holds more than 340,938 shares of Series B Preferred Stock on or before November 30, 2009, and thereafter until such time as Quantum holds fewer than 340,938 shares of ’s Series B Preferred Stock (such holder, the “Series B Director Designator”), for so long as such holder holds at least 625,000 shares of Common Stock (including shares of Common Stock issued or issuable upon conversion of the Preferred Stock) (subject to appropriate adjustment in the event of any for stock dividendsplits, stock splitdividends, combination or other similar recapitalization with respect to stock combinations and the like). (b) As the Series B Preferred StockA Director, one person designated from time to time by Obsidian Acquisition Partners, LLC (“Obsidian”), Quantum shall be entitled to elect one for so long as Obsidian or its Affiliates (1as defined below) director beneficially own at least 1,698,979 shares of Common Stock (including shares of Common Stock issued or issuable upon conversion of the Corporation Preferred Stock)(subject to appropriate adjustment for stock splits, stock dividends, stock combinations and the like), which individual shall initially be Xxxx Xxxxx; (c) As the Founder Director, initially Xxxxxxx Xxxx; (d) As the Common Director, the Company’s Chief Executive Officer, currently Xxxxxx Xxxx (the “Series B CEO Director”); provided, who shall initially be Xxxxx Xxxxxxx; provided however, in that if for any reason the event that Quantum does CEO Director shall cease to serve as the Chief Executive Officer of the Company, each of the Stockholders shall promptly vote their respective Shares (i) to remove the former Chief Executive Officer of the Company from the Board if such person has not hold more than 340,938 shares resigned as a member of Series B Preferred Stock on or before November 30the Board; and (ii) to elect such person’s replacement as Chief Executive Officer of the Company as the new CEO Director; and (e) As the Independent Director, 2009, or any time thereafter holds less than 340,938 shares of Series B Preferred Stock, the Series B Director may be elected one individual with relevant industry experience who is nominated by a majority of the holders of record other Directors, which seat shall initially be vacant. To the extent that any of the Shares of Series 13 Preferred Stock subject to such proposed Series B Director being approved by each of Xxx Xxxxxxx, the Series A Director foregoing clauses (as defined belowa) and the ABV Director (as defined below); through (c) At each election of directors this Section 1.3 shall not be applicable, any member of the Board who would otherwise have been designated in which accordance with the holders terms thereof shall instead be voted upon by all the Stockholders of Common Stock and/or the Company entitled to vote thereon in accordance with, and pursuant to, the Restated Certificate. For purposes of this Agreement, an individual, firm, corporation, partnership, association, limited liability company, trust or any other class entity (each, a “Person”) shall be deemed an “Affiliate” of another Person who, directly or series indirectly, controls, is controlled by or is under common control with such Person, including, without limitation, any general partner, managing member, officer, director or trustee of voting stock (including the Series A Preferred Stock and Series B Preferred Stock)such Person, voting together as a single class, are entitled to elect directors of the Company, the Stockholders shall vote all of their respective Shares so as to elect (i) or any venture capital fund or registered investment company now or hereafter existing that is controlled by one (1) director appointed by ABV (or more general partners, managing members or investment advisers of, or shares the “ABV Director”) so long as it holds at least an aggregate of 750,000 Shares of Common Stock same management company or Preferred Stock on an as-converted basisinvestment adviser with, which shall initially be Xxxxxxxx X. Xxxxx; (ii) Xxx Xxxxxxx (so long as he remains Employed by the Company (as defined below)), (iii) two (2) directors appointed by Xxx Xxxxxxx, and (iv) one (1) person who is not employed by the Company and who is nominated by mutual agreement of Xxx Xxxxxxx and the other Board members. If Xxx Xxxxxxx resigns from the Company, he will retainsuch 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: (ai) At each election of directors in which the holders of the Series A Holders Preferred Stock, voting as a separate class, are entitled to elect three (excluding 3) directors of the Company, two (2) individuals designated as Series A Directors by the Founding Investor, for so long as such Founding Investor holds any shares held of Preferred Stock, one of whom shall initially be Xxxxxx Xxxxxx and the other seat shall initially be vacant, (ii) at each election of directors in which the holders of the Series A Preferred Stock, voting as a separate class, are entitled to elect three (3) directors of the Company, one (1) individual designated as Series A Director by Ascent Biomedical Ventures I.Beacon Bioventures Fund III Limited Partnership (“Beacon Bioventures”), LPfor so long as Beacon Bioventures holds any shares of Preferred Stock, or Ascent Biomedical Ventures NY Iwhich individual shall initially be Xxxxxxx Xxxxxx, LP and (collectively iii) at each election of directors in which the holders of the Series B Preferred Stock, voting as a separate class, are entitled to elect one (1) director of the Company, such director designated by Nextech III Oncology LPCI (“ABVNextech”), for so long as Nextech holds any shares of Preferred Stock, which individual shall initially be Xxxxx Xxxxxxxxx. (b) if any)At each election of directors in which the holders of the Common Stock, voting as a separate class, are entitled to elect one (1) director of the Company, the Chief Executive Officer of the Company (the “CEO Director”) shall serve as their designee, which individual designated by such Series A Holders, so long as 750,000 shares of Series A Preferred Stock remain outstanding, who shall initially be Xxxxxx Xxxxx; Xxxxxxx X. Xxxxxx, provided that if for any reason the CEO Director shall cease to serve as the Chief Executive Officer of the Company, each of the Stockholders shall promptly vote their respective Shares (bi) Provided that Quantum holds more than 340,938 shares to remove the former Chief Executive Officer from the Board if such person has not resigned as a member of Series B Preferred Stock on or before November 30, 2009, the Board and thereafter until such time as Quantum holds fewer than 340,938 shares of Series B Preferred Stock (subject to appropriate adjustment in the event of any stock dividend, stock split, combination or other similar recapitalization with respect to the Series B Preferred Stock), Quantum shall be entitled ii) to elect one (1) director such person’s replacement as Chief Executive Officer of the Corporation (Company as the “Series B new CEO Director”), who shall initially be Xxxxx Xxxxxxx; provided however, in the event that Quantum does not hold more than 340,938 shares of Series B Preferred Stock on or before November 30, 2009, or any time thereafter holds less than 340,938 shares of Series B Preferred Stock, the Series B Director may be elected by a majority of the holders of record of the Shares of Series 13 Preferred Stock subject to such proposed Series B Director being approved by each of Xxx Xxxxxxx, the Series A Director (as defined below) and the ABV Director (as defined below);and (c) At each election of the remaining directors in which the holders of Common Stock and/or any other class or series of voting stock (including the Series A Preferred Stock and Series B Preferred Common Stock), voting together as a single classon an as-converted basis, are entitled to elect directors of the Company, three (3) individuals not otherwise an Affiliate of the Stockholders shall vote all Company or of their respective Shares so as to elect any Investor: (i) one (1) director appointed of whom is designated by ABV (the “ABV Director”) so long Investors holding a majority of the outstanding shares of Preferred Stock, voting together as it holds at least an aggregate of 750,000 Shares of Common Stock or Preferred Stock a single class on an as-converted basis, which shall initially be Xxxxxxxx X. Xxxxx; and (ii) Xxx Xxxxxxx (so long as he remains Employed by the Company (as defined below)), (iii) two (2) directors appointed of whom are designated by Xxx Xxxxxxxthe Stockholders holding a majority of the outstanding shares of Common Stock and Preferred Stock, voting together as a single class on an as-converted basis and is acceptable to a majority of the Preferred Directors; provided, however, that Xxxxx Xxxxxxxxx may serve as a director designated pursuant to this Section 2.2(c). Initially, Xxxxxx X. Xxxxx shall be designated pursuant to this Section 2.2(c)(i), and Xxxx Xxxxx and Xxxxx Xxxxxxxxx shall be designated pursuant to this Section 2.2(c)(ii). (ivd) one To the extent that any of clauses (1a) person through (c) above shall not be applicable, any member of the Board who is not employed 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 who is nominated by mutual agreement of Xxx Xxxxxxx and pursuant to, the other Board members. If Xxx Xxxxxxx resigns from the Company, he will retainRestated Certificate.

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 natural persons shall be elected to the Board: (a) At each election One (1) person elected by a majority in interest of directors in which the holders of the Series A Holders Preferred Stock, the Series A-1 Preferred Stock and the Series B Preferred Stock, voting together as a single class on an as-converted to Common Stock basis (excluding the “Series A/A-1/B Designee”), who shall be designated by F-Prime Capital Partners Healthcare Fund IV LP (“F-Prime”) for so long as F-Prime and its Affiliates (as defined below) continue to own beneficially at least 1,019,692 of the shares held of Common Stock of the Company (including shares of Common Stock issued or issuable upon conversion of the Series A-1 Preferred Stock), which number is subject to appropriate adjustment for all stock splits, dividends, combinations, recapitalizations and the like. The Series A/A-1/B Designee shall initially be Xxxxxx Xxxxxxxxx; (b) Two (2) persons elected by Ascent Biomedical Ventures I., LP, or Ascent Biomedical Ventures NY I, LP (collectively “ABV”) if any)the holders of a majority of the shares of Series C Preferred Stock outstanding, voting as a separate classsingle class (i) one of whom (the “PFM Series C Designee”) shall be designated by PFM Health Sciences, LP and its Affiliate funds (“PFM”) for so long as PFM continues to own beneficially at least 231,790 shares of Series C Preferred Stock (including shares of Common Stock issued or issuable upon conversion of the Series C Preferred Stock), which number is subject to appropriate adjustment for all stock splits, dividends, combinations, recapitalizations and the like, and (ii) one of whom (the “Ridgeback Series C Designee;” the Ridgeback Designee and the PFM Designee are collectively referred to herein as the “Series C Designees”) shall be designated by RIDGEBACK CAPITAL INVESTMENTS LP (“Ridgeback”) for so long as Ridgeback and its Affiliate funds continue to own beneficially at least 231,790 shares of Series C Preferred Stock (including shares of Common Stock issued or issuable upon conversion of the Series C Preferred Stock), which number is subject to appropriate adjustment for all stock splits, dividends, combinations, recapitalizations and the like; provided, however, that if either PFM and/or Ridgeback is no longer entitled to elect one designate a Series C Designee as provided in this sentence, then Zone III Healthcare Holdings, LLC (“Farallon”) shall be entitled to designate the Series C Designee that otherwise would have been designated by PFM and/or Ridgeback (as the case may be) provided that Farallon and its Affiliate funds owns beneficially as of the date Farallon’s right to designate a Series C Designee becomes effective hereunder, and thereafter Farallon and its Affiliate funds continue to own beneficially, at least 231,790 shares of Series C Preferred Stock (including shares of Common Stock issued or issuable upon conversion of the Series C Preferred Stock), which number is subject to appropriate adjustment for all stock splits, dividends, combinations, recapitalizations and the like. The PFM Series C Designee shall initially be Xxxxxxxx Xxxxxx; and the Ridgeback Series C Designee shall initially be Xxxxxxx Xxxx-XxXxx; (c) One (1) director person elected by the holders of a majority of the Company, the individual designated by such Series A Holders, so long as 750,000 shares of Series A Preferred Common Stock remain outstandingoutstanding (the “Common Designee”), which Common Designee shall be the Company’s Chief Executive Officer, who shall initially be Xxxxxx Xxxxx; (b) Provided that Quantum holds more than 340,938 shares of Series B Preferred Stock on or before November 30, 2009, and thereafter until such time as Quantum holds fewer than 340,938 shares of Series B Preferred Stock (subject to appropriate adjustment in the event of any stock dividend, stock split, combination or other similar recapitalization with respect to the Series B Preferred Stock), Quantum shall be entitled to elect one (1) director of the Corporation X. Xxxxxxxx (the “Series B CEO Director”), who provided that if for any reason the CEO Director shall initially be Xxxxx Xxxxxxxcease to serve as the Chief Executive Officer of the Company, each of the Stockholders shall promptly vote their respective Shares (i) to remove the former Chief Executive Officer from the Board if such 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; provided however, and (d) Three (3) independent persons with experience in the event that Quantum does life sciences field who are not hold more than 340,938 shares of Series B Preferred Stock on or before November 30, 2009, affiliated with the Company or any time thereafter holds less than 340,938 shares of Series B Preferred StockInvestor, the Series B Director may which persons shall be elected by the holders of a majority of the holders of record of the Shares of Series 13 Preferred Stock subject to such proposed Series B Director being approved by each of Xxx Xxxxxxx, the Series A Director (as defined below) and the ABV Director (as defined below); (c) At each election of directors in which the holders shares of Common Stock and/or any other class or series of voting stock (including and the Series A Preferred Stock and Series B Preferred Stock)outstanding, voting together as a single class, are entitled to elect directors of the Company, the Stockholders shall vote all of their respective Shares so as to elect (i) one (1) director appointed by ABV (the “ABV Director”) so long as it holds at least an aggregate of 750,000 Shares of Common Stock or Preferred Stock class on an as-converted basisto Common Stock basis (the “Independent Directors”), which and shall initially be Xxxxxxxx X. Xxxxx; (ii) Xxx Xxxxxxx (so long as he remains Employed designated by management of the Company (as defined below)), (iii) and approved by a majority of the Preferred Directors. The Independent Directors shall initially be Xxxxxxx Xxxxx with two (2) directors initial vacancies in the seats allocated for Independent Directors. After an Independent Director shall initially be elected or appointed for a seat, any re-elections, substitutions or replacements for that seat shall be designees proposed by Xxx Xxxxxxx, and (iv) one (1) person who is not employed by management of the Company and approved by a majority of the remaining Board members (including the remaining sitting Independent Directors). 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 Certificate. 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 nominated controlled by, or is under common control with such Person, including, without limitation, any general partner, limited partner, member, manager, managing member, employee, officer or director of such Person or any venture capital fund now or hereafter existing that is controlled by mutual agreement one or more general partners or managing members of, or is under common investment management with or shares the same management company with, such Person. For purposes of Xxx Xxxxxxx this definition, the term “control” when used with respect to any Person shall mean the power to direct the management or policies of such Person, directly or indirectly, whether through ownership of voting securities, by contract or otherwise, and the other Board members. If Xxx Xxxxxxx resigns from terms “controlling” and “controlled” shall have meanings correlative to the Company, he will retainforegoing.

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 One person designated by Sake Ventures, LLC and Rice Wine Ventures, LLC (collectively, “CJF”) as the Series A Holders (excluding the shares held by Ascent Biomedical Ventures I.C Director, LPwhich individual shall initially be Sxxxxx Xxxxxx, or Ascent Biomedical Ventures NY I, LP (collectively “ABV”) if any), voting as a separate class, are entitled to elect one (1) director of the Company, the individual designated by such Series A Holders, for so long as 750,000 such Stockholder and its Affiliates continue to own beneficially at least 4,046,315 shares of Common Stock of the Company (including shares of Common Stock issued or issuable upon conversion of Series A C Preferred Stock remain outstandingStock), who shall initially be Xxxxxx Xxxxx;which number is subject to appropriate adjustment for all stock splits, dividends, combinations, recapitalizations and the like. (b) Provided that Quantum holds more than 340,938 One person designated by Shining as the Series B Director, which individual shall initially be Xxxxxxxx Xxxx, for so long as such Stockholder and its Affiliates continue to own beneficially at least 3,435,122 shares of Series B Preferred Common Stock on or before November 30, 2009, and thereafter until such time as Quantum holds fewer than 340,938 of the Company (including shares of Series B Preferred Common Stock (subject to appropriate adjustment in the event issued or issuable upon conversion of any stock dividend, stock split, combination or other similar recapitalization with respect to the Series B Preferred Stock), Quantum which number is subject to appropriate adjustment for all stock splits, dividends, combinations, recapitalizations and the like. For purposes of this Agreement, “Shining” shall collectively refer to Shiningwine Limited (BVI), Dreamer Pathway Limited (BVI) and Dream Catcher Investments Limited (BVI). (c) One person designated by Bessemer as the Series A Director, which individual shall initially be entitled Kxxx Xxxxxxx, for so long as Bessemer and its Affiliates continue to elect one (1) director own beneficially at least 2,978,934 shares of Common Stock of the Corporation Company (including shares of Common Stock issued or issuable upon conversion of Series A Preferred Stock), which number is subject to appropriate adjustment for all stock splits, dividends, combinations, recapitalizations and the like. (d) One person designated by CrossCut Ventures 2, LP (the “CrossCut Designee”) as the Series B Seed Director”), who which individual shall initially be Xxxxx Xxxxxxx; provided however, in the event that Quantum does not hold more than 340,938 Lxxxx Xxxxxxxxx for so long as such Stockholders and their Affiliates continue to own beneficially at least 1,733,404 shares of Common Stock of the Company (including shares of Common Stock issued or issuable upon conversion of Series B Seed Preferred Stock on or before November 30Stock), 2009which number is subject to appropriate adjustment for all stock splits, dividends, combinations, recapitalizations and the like. (e) For so long as the Key Holders who are then, or any time thereafter holds less than 340,938 Key Holder entity that is owned, controlled or established for estate planning purposes and/or for the benefit of any Founder who is then, providing services to the Company as officers, employees or consultants collectively hold at least 1,000,000 shares of Series B Preferred StockCommon Stock (as adjusted for any stock splits, stock dividends, recapitalizations or the Series B Director may be elected like), two individuals designated by the holders of a majority of the holders of record of the Shares of Series 13 Preferred Common Stock subject held by the Key Holders who are then, or held by any Key Holder entity that is owned, controlled or established for estate planning purposes and/or for the benefit of any Founder who is then, providing services to such proposed Series B Director being approved by each of Xxx Xxxxxxxthe Company as full-time officers, employees or consultants as the Series A Director Common Directors, which individuals shall initially be Axxxxxxxx Xxxxx and Gxxxx XxXxxxxxx; and (f) One individual not otherwise an Affiliate (as defined below) of the Company or of any Investor who is unanimously approved by the other members of the Board. To the extent that any of clauses (a) through (f) 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 ABV Director (as defined below); (c) At each election Company’s Restated Certificate. For purposes of directors in which the holders of Common Stock and/or this Agreement, an individual, firm, corporation, partnership, association, limited liability company, trust or any other class or series of voting stock entity (including the Series A Preferred Stock and Series B Preferred Stock)collectively, voting together as a single class, are entitled to elect directors of the Company, the Stockholders shall vote all of their respective Shares so as to elect (i) one (1) director appointed by ABV (the “ABV DirectorPerson”) so long as it holds at least shall be deemed an aggregate “Affiliate” of 750,000 Shares 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 Common Stock such Person or Preferred Stock on an as-converted basisany venture capital fund now or hereafter existing that is controlled by one or more general partners or managing members of, which shall initially be Xxxxxxxx X. Xxxxx; (ii) Xxx Xxxxxxx (so long as he remains Employed by or shares the Company (as defined below))same management company with, (iii) two (2) directors appointed by Xxx Xxxxxxx, and (iv) one (1) person who is not employed by the Company and who is nominated by mutual agreement of Xxx Xxxxxxx and the other Board members. If Xxx Xxxxxxx resigns from the Company, he will retainsuch 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 As the first Series A Holders C Director, one person designated from time to time by BGV III, L.P. (excluding the shares held by Ascent Biomedical Ventures I., LP, or Ascent Biomedical Ventures NY I, LP (collectively “ABVBGV Designee”) if any), voting as a separate class, are entitled to elect one (1) director of the Company, the individual designated by such Series A Holders, for so long as 750,000 such Stockholder and its Affiliates (as defined below) continue to own beneficially an aggregate of at least 1,500,000 shares of Common Stock (including shares of Common Stock issued or issuable upon conversion of the Preferred Stock), which number is subject to appropriate adjustment for any stock splits, stock dividends, combinations, recapitalizations and the like, which individual shall initially be Xxxx Xxxxxxxx; (b) As the second Series A C Director, one person designated from time to time by JGV1 LLC (the “Mehta Designee”), for so long as such Stockholder and his Affiliates continue to own beneficially an aggregate of at least 1,500,000 shares of Common Stock (including shares of Common Stock issued or issuable upon conversion of the Preferred Stock remain outstandingStock), who which number is subject to appropriate adjustment for any stock splits, stock dividends, combinations, recapitalizations and the like, which individual shall initially be Xxxxxx Xxxxx; (bc) Provided that Quantum holds more than 340,938 As the first Common Director, one person designated from time to time by the holders of a majority of the then outstanding shares of Series B Preferred Common Stock on or before November 30, 2009, and thereafter until such time as Quantum holds fewer than 340,938 shares of Series B Preferred Stock (subject to appropriate adjustment in the event of any stock dividend, stock split, combination or other similar recapitalization with respect held by Key Holders who are then providing services to the Series B Preferred Stock)Company as officers, Quantum employees or consultants, which individual shall initially be entitled to elect one Xxxxxxxxxxxxx Xxxxxx; (1d) director As the second Common Director, the Company’s Chief Executive Officer, who as of the Corporation date of this Agreement is Xxxxx Xxxx (the “Series B CEO Director”), who provided that if for any reason the CEO Director shall initially be Xxxxx Xxxxxxx; provided however, in cease to serve as the event that Quantum does not hold more than 340,938 shares of Series B Preferred Stock on or before November 30, 2009, or any time thereafter holds less than 340,938 shares of Series B Preferred Stock, the Series B Director may be elected by a majority of the holders of record of the Shares of Series 13 Preferred Stock subject to such proposed Series B Director being approved by each of Xxx Xxxxxxx, the Series A Director (as defined below) and the ABV Director (as defined below); (c) At each election of directors in which the holders of Common Stock and/or any other class or series of voting stock (including the Series A Preferred Stock and Series B Preferred Stock), voting together as a single class, are entitled to elect directors Chief Executive Officer of the Company, each of the Stockholders shall promptly vote all of their respective Shares so as to elect (i) one (1) director appointed by ABV (to remove the “ABV Director”) so long former Chief Executive Officer of the Company from the Board if such person has not resigned as it holds at least an aggregate a member of 750,000 Shares of Common Stock or Preferred Stock on an as-converted basis, which shall initially be Xxxxxxxx X. Xxxxxthe Board; and (ii) Xxx Xxxxxxx (so long to elect such person’s replacement as he remains Employed by Chief Executive Officer of the Company as the new CEO Director; and (as defined below))e) One individual not otherwise an Affiliate of the Company or of any Investor who is mutually acceptable to each of the Series C Directors and Common Directors; and To the extent that any of clauses (a) through (e) above shall not be applicable, (iii) two (2) directors appointed any member of the Board who would otherwise have been designated in accordance with the terms thereof shall instead be voted upon by Xxx Xxxxxxxall the stockholders of the Company entitled to vote thereon in accordance with, and pursuant to, the Restated Certificate. For purposes of this Agreement, an individual, firm, corporation, partnership, association, limited liability company, trust or any other entity (ivcollectively, 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, director or trustee of such Person, or any venture capital fund or registered investment company now or hereafter existing that is controlled by one (1) person who is not employed by or more general partners, managing members or investment advisers of, or shares the Company and who is nominated by mutual agreement of Xxx Xxxxxxx and the other Board members. If Xxx Xxxxxxx resigns from the Companysame management company or investment adviser with, he will retainsuch 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 of directors in which the Series A Holders (excluding the shares held by Ascent Biomedical Ventures I., LP, or Ascent Biomedical Ventures NY I, LP (collectively “ABV”) if any), voting as a separate class, are entitled to elect one (1) director of the Company, the individual designated by such Series A Holders, For so long as 750,000 shares FinTech Venture Fund, LLLP, and/or its Affiliates (collectively the “FinTech Group”) hold at least ten percent (10%) of the Series A Preferred Stock remain outstandingwhich the FinTech Group purchased pursuant to the Series A Purchase Agreement (as adjusted for any stock split, stock dividend, combination, or other recapitalization or reclassification effected after the date hereof), one individual nominated by the FinTech Group (the “FinTech Designee”) shall be elected to serve as the Series A Director, who shall initially be Xxxxxx XxxxxXxxxxxxx; (b) Provided that Quantum holds more than 340,938 shares For so long as Xxxxxxx Xxxxxxx, MDO Ventures JS LLC, and/or their Affiliates (collectively the “Xxxxxxx Group”) hold at least ten percent (10%) of the Series B Seed Preferred Stock on or before November 30which the Xxxxxxx Group purchased pursuant to the Series Seed Purchase Agreement (as adjusted for any stock split, 2009, and thereafter until such time as Quantum holds fewer than 340,938 shares of Series B Preferred Stock (subject to appropriate adjustment in the event of any stock dividend, stock splitcombination, combination or other similar recapitalization with respect to or reclassification effected after the Series B Preferred Stockdate hereof), Quantum shall be entitled to elect one (1) director of individual nominated by the Corporation Xxxxxxx Group (the “Xxxxxxx Designee”) shall be elected to serve as the Series B Seed Director”), who shall initially be Xxxxx Xxxxxxx Xxxxxxx; provided however, in the event that Quantum does not hold more than 340,938 shares of Series B Preferred Stock on or before November 30, 2009, or any time thereafter holds less than 340,938 shares of Series B Preferred Stock, the Series B Director may be elected by a majority of the holders of record of the Shares of Series 13 Preferred Stock subject to such proposed Series B Director being approved by each of Xxx Xxxxxxx, the Series A Director (as defined below) and the ABV Director (as defined below); (c) At each election of directors One (1) individual (the “Common Stock Board Designee”), designated from time to time in which a writing delivered to the Company and signed by holders of Common Stock and/or any other class or series who, at the time in question, hold a majority of the issued and outstanding shares of Common Stock, shall be elected to serve as a Common Director; (d) One (1) individual (the “Key Holder Board Designee”), designated from time to time in a writing delivered to the Company and signed by the Key Holders who, at the time in question, hold shares of issued and outstanding Common Stock representing a majority of the voting stock power of all issued and outstanding shares of Common Stock then held by all Key Holders who are then providing services to the Company as employees, shall be elected to serve as a Common Director; provided, however, that the right of the Key Holders to designate the Key Holder Board Designee shall automatically terminate if the Key Holders hold, in the aggregate, less than five percent (5%) of the outstanding shares of Common Stock on an as-converted basis (including shares of Common Stock issuable upon conversion or exercise of the Series A Preferred Shares, outstanding options, warrants and other convertible or exercisable securities) and no Key Holder is then providing services to the Company as an employee; and (e) Two (2) individuals that are determined by the other members of the Board of Directors to be “independent” after consideration of applicable factors and legal requirements (including, but not limited to, the requirements set forth in the North American Securities Administrators Association Statement of Policy Regarding Loans and Other Material Transactions), and who are elected by the holders of a majority of the Common Stock and Series B the Preferred Stock), voting together as a single class, are entitled to elect directors of the Company, the Stockholders shall vote all of their respective Shares so as to elect (i) one (1) director appointed by ABV class (the “ABV DirectorIndependent Board Designees” and together with the FinTech Designee, the Xxxxxxx Designee, the Common Stock Board Designee, and the Key Holder Board Designee, the “Board Designees”). To the extent that any of clauses (a) through (e) 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 Certificate. For purposes of this Agreement, an individual, firm, corporation, partnership, association, limited liability company, trust or any other entity (collectively, a “Person”) so long as it holds at least shall be deemed an aggregate “Affiliate” of 750,000 Shares 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 Common Stock such Person or Preferred Stock on an as-converted basisany venture capital fund now or hereafter existing that is controlled by one or more general partners or managing members of, which shall initially be Xxxxxxxx X. Xxxxx; (ii) Xxx Xxxxxxx (so long as he remains Employed by or shares the Company (as defined below))same management company with, (iii) two (2) directors appointed by Xxx Xxxxxxx, and (iv) one (1) person who is not employed by the Company and who is nominated by mutual agreement of Xxx Xxxxxxx and the other Board members. If Xxx Xxxxxxx resigns from the Company, he will retainsuch 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. one (a1) At each election director designated by the Chief Executive Officer of directors in which the Series A Holders (excluding the shares held by Ascent Biomedical Ventures I.Corporation, LP, or Ascent Biomedical Ventures NY I, LP (collectively “ABV”) if any), voting as a separate class, are entitled to elect who shall initially be Xxxx-Xxxxxxxx Huc; b. one (1) director of the Company, the individual designated by such Series A Holders, so long as 750,000 shares of Series A Preferred Stock remain outstanding, who shall initially be Xxxxxx Xxxxx; (b) Provided that Quantum holds more than 340,938 shares of Series B Preferred Stock on or before November 30, 2009, and thereafter until such time as Quantum holds fewer than 340,938 shares of Series B Preferred Stock (subject to appropriate adjustment in the event of any stock dividend, stock split, combination or other similar recapitalization with respect to the Series B Preferred Stock), Quantum shall be entitled to elect one (1) director of the Corporation Sofinnova (the “Series B DirectorSofinnova Nominee”), who shall initially be Xxxxx Xxxxxxx; provided howeverXxxxxx, in the event that Quantum does not hold more than 340,938 for so long as Sofinnova or its Affiliates continue to collectively own beneficially at least 30,000 shares of Series B Preferred Stock on or before November 30, 2009, or any time thereafter holds less than 340,938 shares of Series B Preferred Stock, the Series B Director may be elected by a majority of the holders of record of the Shares of Series 13 Preferred Stock subject to such proposed Series B Director being approved by each of Xxx Xxxxxxx, the Series A Director (as defined below) and the ABV Director (as defined below); (c) At each election of directors in which the holders of Common Stock and/or any other class or series of voting stock (including the Series A Preferred Stock and Series B Preferred Stock), voting together as a single class, are entitled to elect directors of the CompanyCorporation, which number is subject to appropriate adjustment for all stock splits, dividends, combinations, recapitalizations and the Stockholders shall vote all of their respective Shares so as to elect (i) like; c. one (1) director appointed designated by ABV Mitsui & Co. (the “ABV DirectorMitsui Nominee”) ), who shall initially be Xx. Xxxx Xxxxx, for so long as it holds Mitsui & Co. and Mitsui CVP and their respective Affiliates, continue to collectively own beneficially at least an aggregate of 750,000 Shares 20,000 shares of Common Stock or Preferred Stock on an as-converted basisof the Corporation, which number is subject to appropriate adjustment for all stock splits, dividends, combinations, recapitalizations and the like; d. one (1) director designated by Naxos (the “Naxos Nominee”), who shall initially be Xxxxxxxx X. Xxxxx; (ii) Xxx Xxx. Xxxxxx Xxxxxxx (and who shall also serve as vice-chairman of the Board, for so long as he remains Employed by Naxos and its Affiliates continue to collectively own beneficially at least 30,000 shares of Common Stock of the Company (as defined below))Corporation, (iii) two (2) directors appointed by Xxx Xxxxxxxwhich number is subject to appropriate adjustment for all stock splits, dividends, combinations, recapitalizations and (iv) the like; and e. one (1) person who is not employed director nominated by the Company other members of the Board, who shall initially be Xx. Xxxx Xxxxxx. To the extent that any of clauses (b) 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 designated by holders of a majority of the shares of Common Stock of the Corporation then owned by Investors, voting as a separate class. Each Shareholder agrees that, if at any time the Shareholder is entitled to vote for the election of directors to the Board, the Shareholder shall vote all of the Shareholder’s Shares that are entitled to vote or execute proxies or written consents, as the case may be, and who take all other necessary action (including causing the Corporation to call a special meeting of shareholders) in order to ensure that the composition of the Board is nominated by mutual agreement of Xxx Xxxxxxx and the other Board membersas set forth in this Section 3.2. If Xxx Xxxxxxx resigns from a Shareholder (a “Removing Party”) elects to seek to remove, with or without cause and in their sole, subjective discretion, a director designated by the CompanyRemoving Party pursuant to either this Section 3.2 or Section 3.3 below, he will retainthe Removing Party shall give written notice to all the Shareholders, who shall either execute a written consent of the shareholders prepared and circulated by the Removing Party or vote their Shares in favor of removing such director at a special meeting of the Shareholders called by the Removing Party. In the event of the resignation, death, removal or disqualification of a director designated pursuant to Section 3.2 above, the party who designated the director (the “Proposing Party”) shall promptly designate a new proposed director. Upon such designation, the Proposing Party shall give written notice of the designation to all the Shareholders, who shall either execute a written consent of the Shareholders, prepared and circulated by the Proposing Party, or vote their Shares to elect such person to the Board of Directors at a special meeting of the Shareholders called by the Proposing Party.

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 One (1) person designated from time to time by Ritastar, for so long as Ritastar and its Affiliates (as defined below) continue to own beneficially at least 485,000 shares of directors in which Common Stock (including shares of Common Stock issued or issuable upon conversion of the Series A Holders Preferred Stock) (excluding subject to appropriate adjustment for any stock splits, stock dividends, combinations, recapitalizations and the shares held by Ascent Biomedical Ventures I., LP, or Ascent Biomedical Ventures NY I, LP like) (collectively the “ABVRitastar Director”) if any), voting to serve as a separate classCommon Director, are entitled to elect one which Ritastar Director seat shall initially be vacant; (b) One (1) director person who serves as the then-current Chief Executive Officer of the Company, the individual designated by such Series A Holders, so long to serve as 750,000 shares of Series A Preferred Stock remain outstandinga Common Director, who shall initially be Xxxxxx XxxxxXxxxx Xxxx (the “CEO Director” and to the extent Xxxxx Xxxx shall serve on the Board, he shall be referred to herein as the “Founder Common Director”), provided that if for any reason the CEO Director shall cease to serve as the Chief Executive Officer of the Company, each of the Stockholders shall promptly vote their respective Shares (i) to remove the former Chief Executive Officer of the Company from the Board if such 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; (bc) Provided that Quantum holds more than 340,938 Two (2) persons designated from time to time by Xxxxx Xxxx (the “Founder” and such designees, the “Xxxx Designees”), for so long as such Stockholder and its Affiliates continue to own beneficially at least 2,424,000 shares of Series B Preferred Stock on or before November 30, 2009, and thereafter until such time as Quantum holds fewer than 340,938 shares of Series B Preferred Common Stock (subject to appropriate adjustment in the event of for any stock dividendsplits, stock splitdividends, combination or other similar recapitalization with respect to combinations, recapitalizations and the Series B Preferred Stocklike), Quantum shall be entitled to elect one (1) director of the Corporation (the “Series B Director”)serve as Common Directors, who which individuals shall initially be Xxxxx XxxxxxxXxxxxx Xxxxxxxxxxx and Xxxxxxx Xxxxx; provided however, in the event that Quantum does not hold more than 340,938 shares of Series B Preferred Stock on or before November 30, 2009, or any and (d) (i) Two (2) persons designated from time thereafter holds less than 340,938 shares of Series B Preferred Stock, the Series B Director may be elected to time by a majority of the holders of record of the Shares of Series 13 Preferred Stock subject to such proposed Series B Director being approved by each of Xxx Xxxxxxx, the Series A Director Apeiron for so long as Apeiron and its Affiliates (as defined below) and the ABV Director continue to own beneficially at least 8,320,000 shares of Series A-2 Preferred Stock (as defined below); (c) At each election of directors in which the holders including shares of Common Stock and/or issued upon conversion thereof) (subject to appropriate adjustment for any other class or series of voting stock (including splits, stock dividends, combinations, recapitalizations and the Series A Preferred Stock and Series B Preferred Stocklike)), voting together to serve as a single class, are entitled to elect directors of the Company, the Stockholders shall vote all of their respective Shares so as to elect (i) one (1) director appointed by ABV (the “ABV Director”) so long as it holds at least an aggregate of 750,000 Shares of Common Stock or Preferred Stock on an as-converted basisDirectors, which Board seats shall initially be Xxxxxxxx X. Xxxxxvacant; provided that Apeiron shall designate into one such vacancy a nominee of xxxxx.xxx Investments 1 and (ii) Xxx Xxxxxxx (so long as he remains Employed by the Company (as defined below)), (iii) two (2) directors appointed by Xxx Xxxxxxx, and (iv) one (1) person designated from time to time by Xxxxxxx for so long as Apeiron and its Affiliates (as defined below) continue to own beneficially any shares of Series A-2 Preferred Stock (or Common Stock issued upon conversion thereof), to serve as a Common Director, which individual shall initially be Xxxxx Xxxxxx (collectively, the “Apeiron Directors” and together with the Ritastar Director, the “Investor Directors”). To the extent that any of clauses (a) through (d) above shall not be applicable, any member of the Board who is not employed 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 who pursuant to, the Restated Certificate. For purposes of this Agreement, an individual, Immediate Family Member (as defined below), 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 nominated controlled by mutual agreement or is under common control with such Person, including, without limitation, any general partner, managing member, officer, director or trustee of such Person, or any venture capital fund or registered investment company now or hereafter existing that is controlled by one or more general partners, managing members or investment advisers of, or shares the same management company or investment adviser with, such Person; provided that with respect to Xxxxxxx, Xxxxx Xxxxxx, Xxxx Xxxxx, Xxxxxxx Xxxxxxxxx, Xxxxxxx Xxxxxxxxx, Xxxxx Xxx Xxxxxx, Xxxx Xxxxxxx and the other Board members. If Xxx Xxxxxxx resigns from the CompanyApeiron B1 GP Ltd., he will retainForme Co-Invest I, L.P., Vauban Nominees Limited,

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 the stockholders at which an election of directors is held 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 Series A Holders (excluding the shares held by Ascent Biomedical Ventures I., LP, or Ascent Biomedical Ventures NY I, LP (collectively “ABV”) if any), voting as a separate class, are entitled to elect one (1) director of the Company, the individual designated from time to time by such Series A Holders, Cupar Grimmond LLC (“Cupar”) for so long as 750,000 Cupar and its Affiliates continue to beneficially own at least 21,862,089 shares of Series A Preferred Stock remain outstandingCommon Stock, who which number is subject to appropriate equitable adjustment for any stock splits, stock dividends, combinations, recapitalizations and the like, which individual shall initially be Xxxxx Xxxxx; (b) one (1) individual designated from time to time by Cupar for so long as Cupar and its Affiliates continue to beneficially own at least 14,574,726 shares of Common Stock, which number is subject to appropriate equitable adjustment for any stock splits, stock dividends, combinations, recapitalizations and the like, which individual shall initially be Xxxxxx Xxxxx; (b) Provided that Quantum holds more than 340,938 shares of Series B Preferred Stock on or before November 30, 2009, and thereafter until such time as Quantum holds fewer than 340,938 shares of Series B Preferred Stock (subject to appropriate adjustment in the event of any stock dividend, stock split, combination or other similar recapitalization with respect to the Series B Preferred Stock), Quantum shall be entitled to elect one (1) director of the Corporation (the “Series B Director”), who shall initially be Xxxxx Xxxxxxx; provided however, in the event that Quantum does not hold more than 340,938 shares of Series B Preferred Stock on or before November 30, 2009, or any time thereafter holds less than 340,938 shares of Series B Preferred Stock, the Series B Director may be elected by a majority of the holders of record of the Shares of Series 13 Preferred Stock subject to such proposed Series B Director being approved by each of Xxx Xxxxxxx, the Series A Director (as defined below) and the ABV Director (as defined below); (c) At each election of directors in which the holders of Common Stock and/or any other class or series of voting stock (including the Series A Preferred Stock and Series B Preferred Stock), voting together as a single class, are entitled to elect directors of the Company, the Stockholders shall vote all of their respective Shares so as to elect (i) one (1) director appointed individual designated from time to time by ABV (the “ABV Director”) Cupar for so long as it holds Cupar and its Affiliates continue to beneficially own at least an aggregate of 750,000 Shares 7,287,363 shares of Common Stock or Preferred Stock on an as-converted basisStock, which number is subject to appropriate equitable adjustment for any stock splits, stock dividends, combinations, recapitalizations and the like, which individual shall initially be Xxxxxxxx X. Xxxxx Xxxxx; ; (ii) Xxx Xxxxxxx (so long as he remains Employed by the Company (as defined below)), (iii) two (2) directors appointed by Xxx Xxxxxxx, and (ivd) one (1) person who individual designated from time to time by Cupar for so long as Cupar and its Affiliates continue to beneficially own at least 2,914,945 shares of Common Stock, which number is not employed subject to appropriate equitable adjustment for any stock splits, stock dividends, combinations, recapitalizations and the like, which individual shall initially be Anant Yardi (each individual designated pursuant to Section 2.2(a) through to Section 2.2(d), as applicable, a “Cupar Director” and each such designation right, a “Cupar Designation Right”); (e) one (1) individual designated from time to time by the Company holders of a majority of the outstanding shares of Common Stock then held by the AHG Stockholders for so long as the AHG Stockholders and who their respective Affiliates continue to beneficially own at least 3,970,620 shares of Common Stock, which number is nominated by mutual agreement of Xxx Xxxxxxx subject to appropriate equitable adjustment for any stock splits, stock dividends, combinations, recapitalizations and the other Board members. If Xxx like, which individual shall initially be Xxxxxx Xxxxxxx resigns (the “AHG Director” and such designation right, the “AHG Designation Right”); (f) one (1) individual designated from time to time by SoftBank Vision Fund II-2 L.P. (“SoftBank”) for so long as SoftBank and its Affiliates continue to beneficially own at least 1,585,535 shares of Common Stock, which number is subject to appropriate equitable adjustment for any stock splits, stock dividends, combinations, recapitalizations and the like, which individual shall initially be Xxxxxxxxx Xxxx (the “SoftBank Director” and such designation right, the “SoftBank Designation Right”); and (g) the individual then serving as the Chief Executive Officer of the Corporation, if any (the “CEO Director”); provided, that, if for any reason the CEO Director shall cease to serve as the Chief Executive Officer of the Corporation, each of the Stockholders shall promptly vote their respective Shares (i) to remove the former Chief Executive Officer from the CompanyBoard if such person has not resigned from the position of CEO Director and (ii) to elect the then-duly appointed Chief Executive Officer of the Corporation to serve as the new CEO Director; provided, he will retainfurther, that for the purposes of this Section 2.2(g), the Chief Executive Officer of the Corporation shall in no event be deemed to include (x) any interim Chief Executive Officer of the Corporation, unless otherwise agreed upon by the Board, or (y) the President of the Corporation solely to the extent such President is acting as a chief executive officer due to a vacancy in the office of the Chief Executive Officer of the Corporation pursuant to the terms of the Bylaws.

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 Stockholders at which an election of directors is held or pursuant to any written consent of the stockholdersStockholders, subject to Section 4, the following persons shall be elected to the Board: (a) At each election of directors in which the Series A Holders (excluding the shares held by Ascent Biomedical Ventures I., LP, or Ascent Biomedical Ventures NY I, LP (collectively “ABV”) if any), voting as a separate class, are entitled to elect one One (1) director of the Company, the individual designated from time to time by such Series A HoldersJaguar Health, Inc. (“JAGUAR”), for so long as 750,000 JAGUAR and its Affiliates continue to own beneficially an aggregate of at least two million (2,000,0000) shares of Series A Preferred Stock remain outstandingVoting Common Stock, who shall initially which number is subject to appropriate adjustment for any stock splits, stock dividends, combinations, recapitalizations and the like (the “Jaguar Designee”). Initially, the Jaguar Designee will be Xxxxxx Xxxx Xxxxx; (b) Provided that Quantum holds more than 340,938 One (1) individual designated from time to time by One Small Planet Capital LLC (“OSP”), for so long as OSP and its Affiliates continue to own beneficially an aggregate of at least one million (1,000,000) shares of Series B Preferred Stock on or before November 30Voting Common Stock, 2009, and thereafter until such time as Quantum holds fewer than 340,938 shares of Series B Preferred Stock (which number is subject to appropriate adjustment in the event of for any stock dividendsplits, stock splitdividends, combination or other similar recapitalization with respect to combinations, recapitalizations and the Series B Preferred Stock), Quantum shall be entitled to elect one (1) director of the Corporation like (the “Series B DirectorOSP Designee”), who shall initially be Xxxxx Xxxxxxx; provided however, in the event that Quantum does not hold more than 340,938 shares of Series B Preferred Stock on or before November 30, 2009, or any time thereafter holds less than 340,938 shares of Series B Preferred Stock. Initially, the Series B Director may OSP Designee will be elected by a majority of the holders of record of the Shares of Series 13 Preferred Stock subject to such proposed Series B Director being approved by each of Xxx Xxxxxxx, the Series A Director (as defined below) and the ABV Director (as defined below)Xxxx Xxxxxxxxxxx; (c) At each election One (1) individual designated from time to time by Filament Health Corp. (“Filament”), for so long as Filament and its Affiliates continue to own beneficially an aggregate of directors at least two million (2,000,000) shares of Voting Common Stock, which number is subject to appropriate adjustment for any stock splits, stock dividends, combinations, recapitalizations and the like (the “Filament Designee”). Initially, the Filament Designee will be Xxx Xxxxxxxxx; and (d) One (1) individual not otherwise an Affiliate of any Stockholder who is mutually acceptable to all other members of the Board (the “Mutual Director”). The Stockholders will use commercially reasonable efforts to appoint a Mutual Director within six (6) months of the Effective Date of this Agreement. To the extent that any of clauses (a) through (c) above shall not be applicable, any member of the Board who would otherwise have been designated in which accordance with the holders terms thereof shall instead be voted upon by all the Stockholders of Common Stock and/or the Company entitled to vote thereon. For purposes of this Agreement, an individual, firm, corporation, partnership, association, limited liability company, trust or any other class entity (collectively, a “Person”) shall be deemed an “Affiliate” of another Person who, directly or series indirectly, controls, is controlled by or is under common control with such Person, including, without limitation, any general partner, managing member, officer, director or trustee of voting stock (including the Series A Preferred Stock and Series B Preferred Stock)such Person, voting together as a single class, are entitled to elect directors of the Company, the Stockholders shall vote all of their respective Shares so as to elect (i) or any venture capital fund or registered investment company now or hereafter existing that is controlled by one (1) director appointed by ABV (or more general partners, managing members or investment advisers of, or shares the “ABV Director”) so long as it holds at least an aggregate of 750,000 Shares of Common Stock same management company or Preferred Stock on an as-converted basisinvestment adviser with, which shall initially be Xxxxxxxx X. Xxxxx; (ii) Xxx Xxxxxxx (so long as he remains Employed by the Company (as defined below)), (iii) two (2) directors appointed by Xxx Xxxxxxx, and (iv) one (1) person who is not employed by the Company and who is nominated by mutual agreement of Xxx Xxxxxxx and the other Board members. If Xxx Xxxxxxx resigns from the Company, he will retainsuch 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 Company shareholders at which an election of directors is held or pursuant to any written consent of the stockholdersshareholders of the Company, the following persons shall be elected to the Board: (a) At each election One person from North Bridge and one person designated by North Bridge who is mutually acceptable to the other members of directors in which the Series A Holders Board (excluding such approval not to be unreasonably withheld) (the shares held by Ascent Biomedical Ventures I., LP, or Ascent Biomedical Ventures NY I, LP (collectively “ABVNorth Bridge Designees”) if any), voting as a separate classone of whom shall initially be Xxxxxxx Xxxxxxxx from North Bridge, are entitled to elect one (1) director of the Company, the individual designated by such Series A Holders, for so long as 750,000 shares such Investor and its Affiliates (as defined below) continue to own beneficially at least 15% of Series A Preferred the issued and outstanding Common Stock remain outstanding(determined on a fully diluted, who as-if-converted basis), provided that if such Investor and its Affiliates own less than 15% but more than 3% of the issued and outstanding Common Stock (determined on a fully diluted, as-if-converted basis), then North Bridge shall initially only be Xxxxxx Xxxxxentitled to designate one person, and provided further that if such Investor and its Affiliates own less than 3% of the issued and outstanding Common Stock (determined on a fully diluted, as-if-converted basis), then North Bridge shall not be entitled to designate any person; (b) Provided that Quantum holds more than 340,938 shares of Series B Preferred Stock on or before November 30One person designated by Protomold Investment Company, 2009, and thereafter until such time as Quantum holds fewer than 340,938 shares of Series B Preferred Stock (subject to appropriate adjustment in the event of any stock dividend, stock split, combination or other similar recapitalization with respect to the Series B Preferred Stock), Quantum shall be entitled to elect one (1) director of the Corporation LLC (the “Series B DirectorPIC Designee”), who which individual shall initially be Xxxxx Xxxxxxx; provided howeverX. Xxxxx, in the event that Quantum does not hold more than 340,938 shares of Series B Preferred Stock on or before November 30, 2009, or any time thereafter holds less than 340,938 shares of Series B Preferred Stock, the Series B Director may be elected by a majority for so long as such Key Holder and its Affiliates continue to own beneficially at least 3% of the holders of record of the Shares of Series 13 Preferred issued and outstanding Common Stock subject to such proposed Series B Director being approved by each of Xxx Xxxxxxx(determined on a fully diluted, the Series A Director (as defined below) and the ABV Director (as defined belowas-if-converted basis); (c) At each election For so long as the Key Holders hold at least 150,000 shares of directors in which Common Stock (as adjusted for any stock splits, stock dividends, recapitalizations or the like), one individual designated by the holders of a majority of the Shares of Common Stock and/or any other class or series of voting stock held by the Key Holders, which individual shall initially be Xxxxxxxx Xxxxx; (including d) The Company’s Chief Executive Officer, who shall initially be Xxxxxxx Xxxxxxxxx (the Series A Preferred Stock and Series B Preferred Stock“CEO Director”), voting together provided that if for any reason the CEO Director shall cease to serve as a single class, are entitled to elect directors the Chief Executive Officer of the Company, each of the Stockholders Shareholders shall promptly vote all of their respective Shares so as to elect (i) one to remove the former Chief Executive Officer from the Board if such person has not resigned as a member of the Board, and (1ii) director appointed by ABV to elect such person’s replacement as Chief Executive Officer of the Company as the new CEO Director; and (e) Two individuals not otherwise an Affiliate of the Company (the “ABV DirectorIndependent Directors”) so long as it holds at least an aggregate that are mutually acceptable to the other members of 750,000 Shares of Common Stock or Preferred Stock on an as-converted basisthe Board, which Independent Directors shall initially be Xxxx Xxxxxxx and Xxxxxxxx X. Xxxxx; Xxxxxx. To the extent that any of clauses (iia) Xxx Xxxxxxx through (so long as he remains Employed e) 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 shareholders of the Company (as defined below)), (iii) two (2) directors appointed by Xxx Xxxxxxxentitled to vote thereon in accordance with, and pursuant to, the Restated Certificate. For purposes of this Agreement, an individual, firm, corporation, partnership, association, limited liability company, trust or any other entity (ivcollectively, 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 (1) person who is not employed by or more general partners or managing members of, or shares the Company and who is nominated by mutual agreement of Xxx Xxxxxxx and the other Board members. If Xxx Xxxxxxx resigns from the Companysame management company with, he will retainsuch Person.

Board Composition. Each Stockholder Shareholder hereby agrees to vote, or cause to be voted, all Shares shares of Equity Securities now owned or hereafter acquired by such StockholderShareholder, or over which such Stockholder Shareholder has voting control, from time to time and at all timestimes (and attend, in whatever manner as shall be necessary person or by proxy, all meetings of shareholder called for the purpose of electing directors), and agree to take all actions (including, but not limited, to the nomination of specified persons, the execution of written consents and the calling of a shareholder meeting for the purpose of electing such specified persons) 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 size of the stockholders, Board shall be set and remain at five (5) directors and to cause and maintain the election to the Board of the following persons shall be elected to the Boardpersons: (a) At each election of directors in which the Series A Holders (excluding the shares held by Ascent Biomedical Ventures I., LP, or Ascent Biomedical Ventures NY I, LP (collectively “ABV”) if any), voting as a separate class, are entitled to elect one (1) director of the Company, the individual designated by such Series A Holders, so long as 750,000 shares of Series A Preferred Stock remain outstanding, who shall initially be Xxxxxx Xxxxx; (b) Provided that Quantum holds more than 340,938 shares of Series B Preferred Stock on or before November 30, 2009, and thereafter until such time as Quantum holds fewer than 340,938 shares of Series B Preferred Stock (subject to appropriate adjustment in the event of any stock dividend, stock split, combination or other similar recapitalization with respect to the Series B Preferred Stock), Quantum shall be entitled to elect one (1) director of the Corporation (the “Series B Director”), who shall initially be Xxxxx Xxxxxxx; provided however, in the event that Quantum does not hold more than 340,938 shares of Series B Preferred Stock on or before November 30, 2009, or any time thereafter holds less than 340,938 shares of Series B Preferred Stock, the Series B Director may be elected by a majority of the holders of record of the Shares of Series 13 Preferred Stock subject to such proposed Series B Director being approved by each of Xxx Xxxxxxx, the Series A Director (as defined below) and the ABV Director (as defined below); (c) At each election of directors in which the holders of Common Stock and/or any other class or series of voting stock (including the Series A Preferred Stock and Series B Preferred Stock), voting together as a single class, are entitled to elect directors of the Company, the Stockholders shall vote all of their respective Shares so as to elect (i) one (1) director appointed by ABV (the “ABV Director”) so long as it holds at least an aggregate of 750,000 Shares of Common Stock or Preferred Stock on an as-converted basis, which shall initially be Xxxxxxxx X. Xxxxx; (ii) Xxx Xxxxxxx (so long as he remains Employed by the Company (as defined below)), (iii) two (2) directors appointed by Xxx Xxxxxxx, and (iv) one (1) person designated by Alibaba, for so long as Alibaba holds at least 19,200,000 (subject to appropriate adjustments for share splits, share dividends, combinations or the like) Series A Preferred or Ordinary Shares into which Series A Preferred have been converted, as one of the Series A Directors pursuant to (and as defined in) the Amended Memorandum (the “Alibaba Director”), who is not employed initially shall be Xxxx Xxxx; (b) one (1) person designated by Photon Group Limited (“Photon”), for so long as Photon holds at least 30,720,000 (subject to appropriate adjustments for share splits, share dividends, combinations or the like) Series A Preferred or Ordinary Shares into which Series A Preferred have been converted, as one of the Series A Directors pursuant to (and as defined in) the Amended Memorandum (the “Photon Director,” and together with the Alibaba Director, the “Series A Directors”), who initially shall be Xxx Xxxx; and (c) three (3) directors designated by the Company and holders of a majority of the then outstanding Ordinary Shares, voting as a single class, who is nominated by mutual agreement of Xxx shall initially be Xxxxxxx Xxxxx, Xxxxx Xx and the other Board members. If Xxx Xxxxxxx resigns from then Chief Executive Officer of the Company, he will retainwho shall initially be Xxxxxxxxx Xxxx.

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 For so long as the Series A Holders Investor holds no less than fifteen percent (excluding 15%) of the shares held by Ascent Biomedical Ventures I.Series A Preferred Shares purchased under the Series A Preferred Share Purchase Agreement (as adjusted for any conversion, LPshare splits, share dividends, combinations, recapitalizations or Ascent Biomedical Ventures NY I, LP (collectively “ABV”) if anysimilar transactions), voting as a separate class, are the Series A Investor shall be entitled to nominate and elect one (1) director of the Company, Board of the individual designated by such Company(the “Series A HoldersDirector”), so long as 750,000 shares of initially to be Li Jianguang. The Series A Preferred Stock remain outstandingInvestor shall also be entitled to remove any director occupying in such position and to fill any vacancy caused by the resignation, who shall initially be Xxxxxx Xxxxx;death or removal of any director occupying such position. (b) Provided that Quantum For so long as JAFCO holds more no less than 340,938 shares fifteen percent (15%) of Series B Preferred Stock on or before November 30, 2009, and thereafter until such time as Quantum holds fewer than 340,938 shares of Series B Preferred Stock (subject to appropriate adjustment in the event of any stock dividend, stock split, combination or other similar recapitalization with respect to the Series B Preferred StockShares purchased under the Series B Preferred Share Purchase Agreement (as adjusted for any conversion, share splits, share dividends, combinations, recapitalizations or similar transactions), Quantum JAFCO shall be entitled to nominate and elect one (1) director of the Corporation Board of the Company (the “Series B JAFCO Director”), who shall initially to be Xxxxx Xxxxxxx; provided howeverXxxx. JAFCO shall also be entitled to remove any director occupying in such position and to fill any vacancy caused by the resignation, in the event that Quantum does not hold more than 340,938 shares death or removal of Series B Preferred Stock on or before November 30, 2009, or any time thereafter holds less than 340,938 shares of Series B Preferred Stock, the Series B Director may be elected by a majority of the holders of record of the Shares of Series 13 Preferred Stock subject to director occupying such proposed Series B Director being approved by each of Xxx Xxxxxxx, the Series A Director (as defined below) and the ABV Director (as defined below);position. (c) At each election of directors in which the holders of Common Stock and/or any other class or series of voting stock (including For so long as the Series A C Investor holds no less than fifteen percent (15%) of the Series C Preferred Stock and Series B Preferred StockShares purchased under the Purchase Agreement (as adjusted for any conversion, share splits, share dividends, combinations, recapitalizations or similar transactions), voting together as a single class, are the Series C Investor shall be entitled to nominate and elect directors of the Company, the Stockholders shall vote all of their respective Shares so as to elect (i) one (1) director appointed by ABV of the Board of the Company (the “ABV Series C Director” and together with the Series A Director and the JAFCO Director, the “Preferred Directors”), initially to be Xxxxxxx Xxxx. The Series C Investor shall also be entitled to remove any director occupying in such position and to fill any vacancy caused by the resignation, death or removal of any director occupying such position. (d) so long as it holds at least an aggregate The holders of 750,000 more than fifty percent (50%) of the Ordinary Shares of Common Stock or Preferred Stock on an as-converted basis, which the Company shall initially be Xxxxxxxx X. Xxxxx; entitled to nominate and elect four (ii4) Xxx Xxxxxxx (so long as he remains Employed by directors of the Board of the Company (as defined below)the “Ordinary Share Directors”), (iii) two (2) directors appointed by initially to be Xxx Xxxxxxx, Xxx Xxx, Xxxx Ning and (iv) one (1) person who is not employed Xia Xiaotao. Such holders shall also be entitled to remove any director occupying in such position and to fill any vacancy caused by the Company and who is nominated by mutual agreement resignation, death or removal of Xxx Xxxxxxx and the other Board members. If Xxx Xxxxxxx resigns from the Company, he will retainany director occupying such position.

Board Composition. Each Stockholder agrees to vote, or cause to be voted, all Shares Capital Stock owned by such Stockholder, 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 Persons shall be elected to the Board: (a) At each election of directors in which The Company’s Chief Executive Officer (the Series A Holders (excluding the shares held by Ascent Biomedical Ventures I., LP, or Ascent Biomedical Ventures NY I, LP (collectively “ABVCEO Director”) if any), voting provided that if for any reason the CEO Director shall cease to serve as a separate class, are entitled to elect one (1) director the Chief Executive Officer of the Company, each of the individual designated by such Series A Holders, so long as 750,000 Stockholders shall promptly vote their respective shares of Series A Preferred Capital Stock remain outstanding, who shall initially be Xxxxxx Xxxxx;such Stockholder is entitled to vote (i) to remove the former Chief Executive (b) Provided that Quantum holds more than 340,938 For so long as Cormorant Asset Management, LLC (“Cormorant”) and its Affiliates collectively hold, subject to Section 7.9(c), at least ten percent (10%) of the issued and outstanding shares of Series B C Preferred Stock on or before November 30Stock, 2009originally purchased by it (as adjusted for stock splits, stock dividends, recapitalizations and thereafter until such time as Quantum holds fewer than 340,938 shares like transactions), Cormorant shall have the right to designate one individual (the “Cormorant Director”), which individual shall be designated following the date of this Agreement. (c) Two individuals designated by the holders of the Series B Preferred Stock (subject to appropriate adjustment in the event of any stock dividend, stock split, combination or other similar recapitalization with respect to the Series B Preferred Stock), Quantum shall be entitled to elect one (1) director of the Corporation (the “Series B DirectorDirectors”)) as follows: (i) For so long as Xxxxxxxx Ventures, who shall initially be Xxxxx Xxxxxxx; provided however, in LLC (“EV”) and its Affiliates collectively hold at least five percent (5%) of the event that Quantum does not hold more than 340,938 shares of Series B Preferred Stock on or before November 30, 2009, or any time thereafter holds less than 340,938 issued and outstanding shares of Series B Preferred Stock, EV shall have the right to designate one individual (the “EV Director”), which individual shall initially be Xxxxxxx X. Xxxxxxxx, Pharm. D. (ii) For so long as RA Capital Healthcare Fund, L.P. (“RA Capital”) and its Affiliates collectively hold at least five percent (5%) of the outstanding shares of Series B Preferred Stock, RA Capital shall have the right to designate one individual (the “RA Capital Director”), which individual shall initially be Xxxxx Xxxxxxxxxx, Ph.D. (d) Two individuals designated by the holders of the Series A Preferred Stock (the “Series A Directors”; the Series A Directors, the Series B Directors and the Cormorant Director may collectively, the “Preferred Directors”) as follows: (i) for so long as MedImmune Ventures, Inc. and its Affiliates (“MEVE”) collectively hold at least five percent (5%) of the outstanding shares of Series A Preferred Stock, MEVE shall have the right to designate one individual (the “MEVE Director”), which individual shall initially be elected Xxx Xxxxxx, M.D.; (ii) for so long as Hatteras Venture Partners IV SBIC, L.P. and its Affiliates (“Hatteras”) collectively hold at least five percent (5%) of the outstanding shares of Series A Preferred Stock, Hatteras shall have the right to designate one individual (the “HVP Director”), which individual shall initially be Xxxxxxx X. Xxxxxxx, Ph.D. (e) Two individuals, each of whom who shall be an independent outsider who is not an employee, officer, stockholder or otherwise an Affiliate of the Company or any Investor, designated by a majority of the holders of record Board (including at least one of the Shares of Series 13 Preferred Stock subject to such proposed Series B Director being approved by each of Xxx Xxxxxxx, Directors and the Series A Director (as defined belowCormorant Director) and the ABV Director (as defined below); (c) At each election of directors in which elected by the holders of a majority of the Common Stock and/or any other class or series of voting stock (including and the Series A Preferred Stock and Series B Preferred Stock), of the Company voting together as a single class, are entitled class on an as converted to elect directors of the Company, the Stockholders shall vote all of their respective Shares so as to elect (i) one (1) director appointed by ABV (the “ABV Director”) so long as it holds at least an aggregate of 750,000 Shares of Common Stock or Preferred Stock on an as-converted basis, which individuals shall initially be Xxxxxxxx Xxxx X. Xxxxx; (ii) Xxx Xxxxxxx (so long as he remains Employed by the Company (as defined below)), (iii) two (2) directors appointed by Xxx Xxxxxxx, and (iv) one (1) person who is not employed by the Company and who is nominated by mutual agreement of Xxx Xxxxxxx and the other Board members. If Xxx Xxxxxxx resigns from the Company, he will retainM.D.

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 One (1) person designated from time to time by Ritastar, for so long as Ritastar and its Affiliates (as defined below) continue to own beneficially at least 485,000 shares of directors in which Common Stock (including shares of Common Stock issued or issuable upon conversion of the Series A Holders Preferred Stock) (excluding subject to appropriate adjustment for any stock splits, stock dividends, combinations, recapitalizations and the shares held by Ascent Biomedical Ventures I., LP, or Ascent Biomedical Ventures NY I, LP like) (collectively the “ABVRitastar Director”) if any), voting to serve as a separate classCommon Director, are entitled to elect one which Ritastar Director seat shall initially be vacant; (b) One (1) director person who serves as the then-current Chief Executive Officer of the Company, the individual designated by such Series A Holders, so long to serve as 750,000 shares of Series A Preferred Stock remain outstandinga Common Director, who shall initially be Xxxxxx XxxxxXxxxx Xxxx (the “CEO Director” and to the extent Xxxxx Xxxx shall serve on the Board, he shall be referred to herein as the “Founder Common Director”), provided that if for any reason the CEO Director shall cease to serve as the Chief Executive Officer of the Company, each of the Stockholders shall promptly vote their respective Shares (i) to remove the former Chief Executive Officer of the Company from the Board if such 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; (bc) Provided that Quantum holds more than 340,938 Two (2) persons designated from time to time by Xxxxx Xxxx (the “Founder” and such designees, the “Xxxx Designees”), for so long as such Stockholder and its Affiliates continue to own beneficially at least 2,424,000 shares of Series B Preferred Stock on or before November 30, 2009, and thereafter until such time as Quantum holds fewer than 340,938 shares of Series B Preferred Common Stock (subject to appropriate adjustment in the event of for any stock dividendsplits, stock splitdividends, combination or other similar recapitalization with respect to combinations, recapitalizations and the Series B Preferred Stocklike), Quantum shall be entitled to elect one (1) director of the Corporation (the “Series B Director”)serve as Common Directors, who which individuals shall initially be Xxxxx XxxxxxxXxxxxx Xxxxxxxxxxx and Xxxxxxx Xxxxx; provided however, in the event that Quantum does not hold more than 340,938 shares of Series B Preferred Stock on or before November 30, 2009, or any and (d) (i) Two (2) persons designated from time thereafter holds less than 340,938 shares of Series B Preferred Stock, the Series B Director may be elected to time by a majority of the holders of record of the Shares of Series 13 Preferred Stock subject to such proposed Series B Director being approved by each of Xxx Xxxxxxx, the Series A Director Apeiron for so long as Apeiron and its Affiliates (as defined below) and the ABV Director continue to own beneficially at least 8,320,000 shares of Series A-2 Preferred Stock (as defined below); (c) At each election of directors in which the holders including shares of Common Stock and/or issued upon conversion thereof) (subject to appropriate adjustment for any other class or series of voting stock (including splits, stock dividends, combinations, recapitalizations and the Series A Preferred Stock and Series B Preferred Stocklike)), voting together to serve as a single class, are entitled to elect directors of the Company, the Stockholders shall vote all of their respective Shares so as to elect (i) one (1) director appointed by ABV (the “ABV Director”) so long as it holds at least an aggregate of 750,000 Shares of Common Stock or Preferred Stock on an as-converted basisDirectors, which Board seats shall initially be Xxxxxxxx X. Xxxxxvacant; provided that Apeiron shall designate into one such vacancy a nominee of xxxxx.xxx Investments 1 and (ii) Xxx Xxxxxxx (so long as he remains Employed by the Company (as defined below)), (iii) two (2) directors appointed by Xxx Xxxxxxx, and (iv) one (1) person designated from time to time by Xxxxxxx for so long as Apeiron and its Affiliates (as defined below) continue to own beneficially any shares of Series A-2 Preferred Stock (or Common Stock issued upon conversion thereof), to serve as a Common Director, which individual shall initially be Xxxxx Xxxxxx (collectively, the “Apeiron Directors” and together with the Ritastar Director, the “Investor Directors”). To the extent that any of clauses (a) through (d) above shall not be applicable, any member of the Board who is not employed 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 who pursuant to, the Restated Certificate. For purposes of this Agreement, an individual, Immediate Family Member (as defined below), 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 nominated by mutual agreement of Xxx Xxxxxxx and the other Board members. If Xxx Xxxxxxx resigns from the Company, he will retaincontrolled by

Board Composition. Each Stockholder agrees During the term of this Section 2.6 and subject 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 Section B.6 of stockholders at which an election of directors is held or pursuant to any written consent Article IV of the stockholders, Company’s Restated Certificate of Incorporation (the following persons shall be elected to the Board: (a) At each election “Certificate of directors in which the Series A Holders (excluding the shares held by Ascent Biomedical Ventures I., LP, or Ascent Biomedical Ventures NY I, LP (collectively “ABVIncorporation”) and the relevant sections of the Company’s Bylaws (if any), voting each Investor agrees to vote all shares of Company capital stock now or hereafter directly or indirectly acquired (of record or beneficially) by such Investor, in such manner as a separate class, are entitled may be necessary to elect one (and maintain in office) as members of the Company’s Board of Directors, the following individuals: (1) director of the Company, the individual three (3) individuals designated by such Series A Holders, so long as 750,000 shares of Series A Preferred Stock remain outstanding, who shall initially be Xxxxxx Xxxxx; (b) Provided that Quantum holds more than 340,938 shares the Investors of Series B Preferred Stock on or before November 30from time to time (each a “Series B Designee”), 2009, and thereafter until such time as Quantum follows: a) one (1) individual designated by Versant Ventures; so long as Versant Ventures holds fewer than 340,938 at least 1,000,000 shares of Series B Preferred Stock (subject to appropriate adjustment in as appropriately adjusted for all stock splits, dividends, combinations, subdivisions, recapitalizations and the event of any stock dividend, stock split, combination like) (or other similar recapitalization with respect to the Series B Preferred StockCommon Stock issued upon conversion thereof), Quantum shall be entitled to elect ; b) one (1) director of the Corporation individual designated by Kxxxxxx Pxxxxxx Cxxxxxxx & Bxxxx (the “Series B DirectorKPCB”), who shall initially be Xxxxx Xxxxxxx; provided however, in the event that Quantum does not hold more than 340,938 so long as KPCB holds at least 1,000,000 shares of Series B Preferred Stock on (as appropriately adjusted for all stock splits, dividends, combinations, subdivisions, recapitalizations and the like) (or before November 30, 2009, or any time thereafter Common Stock issued upon conversion thereof) ; c) one (1) individual designated by Bxxxx/Tisch Investments; so long as Bxxxx/Txxxx Investments holds less than 340,938 at least 1,000,000 shares of Series B Preferred StockStock (as appropriately adjusted for all stock splits, dividends, combinations, subdivisions, recapitalizations and the Series B Director may be elected like) (or Common Stock issued upon conversion thereof); (2) one (1) individual designated by a majority of the holders of record the Common Stock of the Shares of Series 13 Preferred Company from time to time (the “Common Stock subject to such proposed Series B Director being approved by each of Xxx Xxxxxxx, the Series A Director (as defined below) and the ABV Director (as defined belowDesignee”); (c3) At each election one (1) individual jointly designated by TPG Biotechnology Partners, L.P. and TPG Ventures, L.P.; so long as there are outstanding at least 1,000,000 shares of directors in which Series D Preferred Stock (as appropriately adjusted for all stock splits, dividends, combinations, subdivisions, recapitalizations and the like) (or Common Stock issued upon conversion thereof) (the “Series D Designee”); (4) one (1) individual designated by a majority of the holders of the Series E Preferred Stock of the Company from time to time (the “Series E Designee”); (5) in the event that holders of the Series C Preferred Stock become entitled, pursuant to the Company’s Restated Certificate of Incorporation, to elect one member of the Board of Directors, and so long as Incyte Genomics, Inc. (“Incyte”) holds at least 1,000,000 shares (as appropriately adjusted for all stock splits, dividends, combinations, subdivisions, recapitalizations and the like) of Series C Preferred Stock (or Common Stock and/or any other class issued upon conversion thereof), the number of members of the Board of Directors shall be increased by one and Incyte shall be entitled to designate the individual to fill such newly created vacancy; (6) that remaining number of individuals authorized to be elected as directors pursuant to the Company’s Bylaws or series Certificate of voting stock (including Incorporation designated by a majority of the Series A holders of the Preferred Stock and Series B Preferred the Common Stock), voting together as a single class, are entitled to elect directors of class (with the Company, the Stockholders shall vote all of their respective Shares so as to elect (i) one (1) director appointed by ABV (the “ABV Director”) so long as it holds at least an aggregate of 750,000 Shares of Common Stock or Preferred Stock voting on an as-converted basis) (each such director, which shall initially be Xxxxxxxx X. Xxxxxan “Investors’ Designee”). For purposes of this Agreement: (i) any individual who is designated for election to the Company’s Board of Directors pursuant to the foregoing provisions of this Section 2.6(a) is hereinafter referred to as a “Board Designee”; and (ii) Xxx Xxxxxxx (so long as he remains Employed by any individual, entity, or group of individuals and/or entities who has the Company (as defined below)), (iii) two (2) directors appointed by Xxx Xxxxxxx, and (iv) right to designate one (1) person who is not employed by the Company and who is nominated by mutual agreement of Xxx Xxxxxxx and the other or more Board members. If Xxx Xxxxxxx resigns from Designees for election the Company, he will retain’s Board of Directors pursuant to the foregoing provisions of this Section 2.6(a) is hereinafter referred to as a “Designator” or as “Designators,” as applicable.

Board Composition. Each Stockholder agrees to vote, or cause to be voted, all Class A 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 6, the following persons shall be elected to the Board: (a) At each election of directors in which As the Series A Holders (excluding the shares held by Ascent Biomedical Ventures I.first Common Director, LP, or Ascent Biomedical Ventures NY I, LP (collectively “ABV”) if any), voting as a separate class, are entitled to elect one (1) director of the Company, the individual designated by such Series A Holders, so long as 750,000 shares of Series A Preferred Stock remain outstanding’s Chief Executive Officer, who shall initially be Xxxxxx Xxxxx;Xxx Xxxxxxx (the “CEO Director”), provided that, if for any reason the CEO Director shall cease to serve as the Chief Executive Officer of the Company, each of the Stockholders shall promptly vote their respective Class A Shares (i) to remove the former Chief Executive Officer of the Company from the Board if such 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 or, if and for so long as there is not a replacement Chief Executive Officer, one individual designated from time to time by Xxxx Range, for so long as any GRC Director (as defined herein) continues to serve as a director; and (b) Provided that Quantum holds more than 340,938 shares of Series B Preferred Stock on As the second and third Common Director (the “GRC Directors”), two individuals designated from time to time by Xxxx Range, for so long as Xxxx Range or before November 30, 2009, and thereafter until such time its Affiliates (as Quantum holds fewer than 340,938 shares of Series B Preferred Stock defined herein) continue to own beneficially at least 160,000 Class A Shares (which number is subject to appropriate adjustment in the event of for any stock dividendsplits, stock splitdividends, combination or other similar recapitalization with respect to combinations, recapitalizations and the Series B Preferred Stocklike), Quantum shall be entitled to elect one (1) director of the Corporation (the “Series B Director”), who which individuals shall initially be Xxxxx Xxxxxxx; provided however, in the event that Quantum does not hold more than 340,938 shares of Series B Preferred Stock on or before November 30, 2009, or any time thereafter holds less than 340,938 shares of Series B Preferred Stock, the Series B Director may be elected by a majority of the holders of record of the Shares of Series 13 Preferred Stock subject to such proposed Series B Director being approved by each of Xxx Xxxxxxx, the Series A Director (as defined below) Xxxxx and the ABV Director (as defined below);Xxxxxxxxx Xxxxxxxxxxxx. (c) At each election of directors in As the fourth Common Director, one individual designated from time to time by Xxxxxxxxxx, for so long as Sirnaomics or its Affiliates continue to own beneficially at least 480,000 Class B Shares (as defined herein) (which number is subject to appropriate adjustment for any stock splits, stock dividends, combinations, recapitalizations and the holders of Common Stock and/or any other class or series of voting stock (including the Series A Preferred Stock and Series B Preferred Stocklike), voting together as which individual shall initially be Xxxx (Xxxxxxx) Xx, PhD. Class B Shares shall mean and include all Class B Shares by whatever name called, now owned or subsequently acquired by a single classStockholder, are however acquired, whether through stock splits, stock dividends, reclassifications, recapitalizations, similar events or otherwise. To the extent that any of clauses (a) through (c) 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 elect directors of vote thereon in accordance with, and pursuant to, the Company’s Certificate of Incorporation, as the Stockholders shall vote all of their respective Shares so as to elect (i) one (1) director appointed by ABV same may be amended (the “ABV DirectorCertificate”). For purposes of this Agreement, an individual, firm, corporation, partnership, association, limited liability company, trust or any other entity (collectively, a “Person”) so long as it holds at least shall be deemed an aggregate “Affiliate” of 750,000 Shares another Person who, directly or indirectly, controls, is controlled by or is under common control with such Person, including any general partner, managing member, officer, director or trustee of Common Stock such Person, or Preferred Stock on an as-converted basisany venture capital fund or registered investment company now or hereafter existing that is controlled by one or more general partners, which shall initially be Xxxxxxxx X. Xxxxx; (ii) Xxx Xxxxxxx (so long as he remains Employed by managing members or investment advisers of, or shares the Company (as defined below))same management company or investment adviser with, (iii) two (2) directors appointed by Xxx Xxxxxxx, and (iv) one (1) person who is not employed by the Company and who is nominated by mutual agreement of Xxx Xxxxxxx and the other Board members. If Xxx Xxxxxxx resigns from the Company, he will retainsuch 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 of directors in which One person designated by Sake Ventures, LLC and Rice Wine Ventures, LLC (collectively, “CJF”) as the Series A Holders (excluding the shares held by Ascent Biomedical Ventures I.C Director, LP, or Ascent Biomedical Ventures NY I, LP (collectively “ABV”) if any), voting as a separate class, are entitled to elect one (1) director of the Company, the which individual designated by such Series A Holders, so long as 750,000 shares of Series A Preferred Stock remain outstanding, who shall initially be Xxxxxx Xxxxx;Xxxxxx, for so long as such Stockholder and its Affiliates continue to own beneficially at least 4,046,315 shares of Common Stock of the Company (including shares of Common Stock issued or issuable upon conversion of Series C Preferred Stock), which number is subject to appropriate adjustment for all stock splits, dividends, combinations, recapitalizations and the like. (b) Provided that Quantum holds more than 340,938 One person designated by Shining as the Series B Director, which individual shall initially be Xxxxxxxx Xxxx, for so long as such Stockholder and its Affiliates continue to own beneficially at least 3,435,122 shares of Series B Preferred Common Stock on or before November 30, 2009, and thereafter until such time as Quantum holds fewer than 340,938 of the Company (including shares of Series B Preferred Common Stock (subject to appropriate adjustment in the event issued or issuable upon conversion of any stock dividend, stock split, combination or other similar recapitalization with respect to the Series B Preferred Stock), Quantum which number is subject to appropriate adjustment for all stock splits, dividends, combinations, recapitalizations and the like. For purposes of this Agreement, “Shining” shall collectively refer to Shiningwine Limited (BVI), Dreamer Pathway Limited (BVI) and Dream Catcher Investments Limited (BVI). (c) One person designated by Bessemer as the Series A Director, which individual shall initially be entitled Xxxx Xxxxxxx, for so long as Bessemer and its Affiliates continue to elect one (1) director own beneficially at least 2,978,934 shares of Common Stock of the Corporation Company (the “including shares of Common Stock issued or issuable upon conversion of Series B Director”A Preferred Stock), who which number is subject to appropriate adjustment for all stock splits, dividends, combinations, recapitalizations and the like. (d) One person designated by CrossCut Ventures 2, LP as the Series Seed Director, which individual shall initially be Xxxxx Xxxxxxx; provided however, in the event that Quantum does not hold more than 340,938 Xxxxxxxxx for so long as such Stockholders and their Affiliates continue to own beneficially at least 1,733,404 shares of Common Stock of the Company (including shares of Common Stock issued or issuable upon conversion of Series B Seed Preferred Stock on or before November 30Stock), 2009which number is subject to appropriate adjustment for all stock splits, dividends, combinations, recapitalizations and the like. (e) For so long as the Key Holders who are then, or any time thereafter holds less than 340,938 Key Holder entity that is owned, controlled or established for estate planning purposes and/or for the benefit of any Founder who is then, providing services to the Company as officers, employees or consultants collectively hold at least 1,000,000 shares of Series B Preferred StockCommon Stock (as adjusted for any stock splits, stock dividends, recapitalizations or the Series B Director may be elected like), two individuals designated by the holders of a majority of the holders of record of the Shares of Series 13 Preferred Common Stock subject held by the Key Holders who are then, or held by any Key Holder entity that is owned, controlled or established for estate planning purposes and/or for the benefit of any Founder who is then, providing services to such proposed Series B Director being approved by each of Xxx Xxxxxxxthe Company as full-time officers, employees or consultants as the Series A Director Common Directors, which individuals shall initially be Xxxxx Xxxxx and Xxxxx XxXxxxxxx; and (f) One individual not otherwise an Affiliate (as defined below) and the ABV Director (as defined below); (c) At each election of directors in which the holders of Common Stock and/or any other class or series of voting stock (including the Series A Preferred Stock and Series B Preferred Stock), voting together as a single class, are entitled to elect directors of the Company, Company or of any Investor who is unanimously approved by the Stockholders shall vote all other members of their respective Shares so as to elect (i) one (1) director appointed by ABV (the “ABV Director”) so long as it holds at least an aggregate of 750,000 Shares of Common Stock or Preferred Stock on an as-converted basisBoard, which individual shall initially be Xxxxxxxx X. Xxxxx; Xxxxxxx XxXxxx. To the extent that any of clauses (iia) Xxx Xxxxxxx through (so long as he remains Employed f) 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 (as defined below)), (iii) two (2) directors appointed by Xxx Xxxxxxxentitled to vote thereon in accordance with, and (iv) one (1) person who is not employed by the Company and who is nominated by mutual agreement of Xxx Xxxxxxx and the other Board members. If Xxx Xxxxxxx resigns from pursuant to, the Company’s Restated Certificate. For purposes of this Agreement, he will retainan 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 BoardBoard of Directors: (a) At each election of directors as a Series D Director (as defined in which the Series A Holders (excluding the shares held by Ascent Biomedical Ventures I., LP, or Ascent Biomedical Ventures NY I, LP (collectively “ABV”) if anyRestated Charter), voting as a separate class, are entitled to elect (i) one (1) director of the Company, the individual designated by such Series A Holders, so long as 750,000 shares of Series A Preferred Stock remain outstanding, who shall initially be Xxxxxx Xxxxx; (b) Provided that Quantum holds more than 340,938 shares of Series B Preferred Stock on or before November 30, 2009, and thereafter until such time as Quantum holds fewer than 340,938 shares of Series B Preferred Stock (subject to appropriate adjustment in the event of any stock dividend, stock split, combination or other similar recapitalization with respect to the Series B Preferred Stock), Quantum shall be entitled to elect one (1) director of the Corporation (the “Series B DirectorD Designee”) designated by Revolution Growth II, LP (“Revolution Growth”) so long as Revolution Growth and its Affiliates continue to own at least 4,000,000 shares of Series D Preferred Stock (as adjusted for stock splits, stock dividends and similar recapitalization events), who shall initially be Xxxxx Xxxxxxx; provided however, in the event that Quantum does not hold more than 340,938 shares of Series B Preferred Stock on or before November 30, 2009Xxxx, or any time thereafter holds less than 340,938 shares of Series B Preferred Stock, (ii) if Revolution Growth is no longer entitled to designate the Series B Director may be elected D Designee, one independent member of the Board of Directors not otherwise an Affiliate of the Company or any Stockholder designated by a majority of the holders of record other directors then in office; (b) as a Series D Director, one independent member of the Shares Board of Directors not otherwise an Affiliate of the Company or any Stockholder (unless otherwise approved by a majority of the other directors then in office (excluding the Series D Designee)) (i) designated by Revolution Growth so long as Revolution Growth and its Affiliates continue to own at least 4,000,000 shares of Series 13 D Preferred Stock subject (as adjusted for stock splits, stock dividends and similar recapitalization events), (ii) approved (or, if Revolution Growth is no longer entitled to designate such proposed Series B Director being approved D Director, designated) by each a majority of Xxx Xxxxxxx, the other directors then in office (excluding the Series A Director D Designee) in their reasonable discretion and (as defined belowiii) and for which the ABV Director (as defined below)Founders may propose candidates for consideration, who shall initially be Xxxxx Xxxxxxx; (c) At each election of directors as the Preferred Director (as defined in which the Restated Charter), one individual designated by holders of a majority of the outstanding shares of the Company’s Common Stock and/or any other class or series of voting stock (including the Stock, Series A Preferred Stock, Series B Preferred Stock and Series B C Preferred Stock)Stock held by the Founder Holders, voting together as a single class, are entitled to elect directors of the Company, the Stockholders shall vote all of their respective Shares so as to elect (i) one (1) director appointed by ABV (the “ABV Director”) so long as it holds at least an aggregate of 750,000 Shares of Common Stock or Preferred Stock class on an as-converted basis, which who shall initially be Xxxxxxxx X. Xxxxx; Xxxx Xxxxxxxxxx; (iid) Xxx Xxxxxxx (so long as he remains Employed by the Company Common Directors (as defined below)in the Restated Charter), three individuals designated by holders of a majority of the outstanding shares of Common Stock held by the Founder Holders, voting together as a separate class, who shall initially be the Founders; (iiie) two as a Joint Director (2as defined in the Restated Charter), one independent member of the Board of Directors not otherwise an Affiliate of the Company or any Stockholder designated by a majority of the other directors then in office, who shall initially be Xxxxxxx Xxxx; and (f) directors appointed as Joint Directors, up to three individuals designated by Xxx holders of the majority of the outstanding shares of Common Stock held by the Founder Holders, voting together as a separate class, who shall initially be Xxxxxxx Xxxxxxx, Xxxx Xxxxxx and (iv) one (1) person who is not employed by the Company and who is nominated by mutual agreement of Xxx Xxxxxxx and the other Board members. If Xxx Xxxxxxx resigns from the Company, he will retainXxxxx Xxxxxxxxx.

Board Composition. Each From the date hereof until the earliest of (i) the ----------------- closing of a Qualified Public Offering, (ii) the date on which no shares of Convertible Preferred Stock are outstanding, (iii) the date which is ten (10) years after the date hereof, (iv) the date on which the Investors cease to own in the aggregate at least 1,050,000 Convertible Preferred Shares and/or Conversion Shares (subject to adjustment for stock splits, stock dividends and the like) as to the Investors' rights hereunder or (v) until the date on which the Redeeming Stockholders cease to own in the aggregate at least 1,050,000 shares of Common Stock as to the rights of the Redeeming Stockholders hereunder, each Investor and each Redeeming Stockholder agree to vote his or her shares of the Company's capital stock having voting power (and any other shares over which it exercises voting control) and to take such other actions as are necessary so as to cause the Board of Directors of the Company to include and consist of (i) the CEO or any successor chief executive officer, (ii) one nominee selected by Matrix Partners, (iii) one nominee selected by Xxxxxxx River Ventures, (iv) Xxxxxx X. Xxxxxx, Xx. or his successor as selected by agreement among Redeeming Stockholders (or their successors in interest), (v) two members unaffiliated with the Company, with relevant business experience, and from outside the Company's general area of business (one nominated by the Redeeming Stockholders and one nominated by the Company's management team, both of who are reasonably acceptable to the Investors) and (vi) one nominee selected by Highland Capital Partners so long as Highland Capital Partners or its affiliates own at least 507,019 shares of Common Stock (or securities of the Company convertible into such number of shares of Common Stock) (subject to adjustment for stock splits, stock dividends and the like). Further, each Investor and Redeeming Stockholder agrees to vote, or cause to be voted, vote all Shares owned by such Stockholder, or shares of the Company's capital stock having voting power (and any other shares over which such Stockholder has it exercises voting control, from time to time and at all times, ) in whatever such manner as shall be necessary or appropriate to ensure that at each annual or special meeting any vacancy on the Board of stockholders at which an election of directors is held or pursuant to any written consent Directors of the stockholders, the following persons shall be elected to the Board: (a) At each election of directors in which the Series A Holders (excluding the shares held by Ascent Biomedical Ventures I., LP, or Ascent Biomedical Ventures NY I, LP (collectively “ABV”) if any), voting as a separate class, are entitled to elect one (1) director of the Company, the individual designated by such Series A Holders, so long as 750,000 shares of Series A Preferred Stock remain outstanding, who shall initially be Xxxxxx Xxxxx; (b) Provided that Quantum holds more than 340,938 shares of Series B Preferred Stock on or before November 30, 2009, and thereafter until such time as Quantum holds fewer than 340,938 shares of Series B Preferred Stock (subject to appropriate adjustment in the event of any stock dividend, stock split, combination or other similar recapitalization Company with respect to the Series B Preferred Stock), Quantum directors subject to nomination as provided herein shall be entitled to elect one (1) filled in accordance with the provisions of this Section 7. No director of the Corporation (the “Series B Director”), who shall initially be Xxxxx Xxxxxxx; provided however, in the event that Quantum does not hold more than 340,938 shares of Series B Preferred Stock on or before November 30, 2009, or any time thereafter holds less than 340,938 shares of Series B Preferred Stock, the Series B Director may be elected by a majority removed from the Board of the holders of record of the Shares of Series 13 Preferred Stock subject to such proposed Series B Director being approved by each of Xxx Xxxxxxx, the Series A Director (as defined below) and the ABV Director (as defined below); (c) At each election of directors in which the holders of Common Stock and/or any other class or series of voting stock (including the Series A Preferred Stock and Series B Preferred Stock), voting together as a single class, are entitled to elect directors of the Company, the Stockholders shall vote all of their respective Shares so as to elect (i) one (1) director appointed by ABV (the “ABV Director”) so long as it holds at least an aggregate of 750,000 Shares of Common Stock or Preferred Stock on an as-converted basis, which shall initially be Xxxxxxxx X. Xxxxx; (ii) Xxx Xxxxxxx (so long as he remains Employed Directors except by the Company (as defined below)), (iii) two (2) directors appointed by Xxx Xxxxxxx, and (iv) one (1) person who is not employed by the Company and who is entity or group which nominated by mutual agreement of Xxx Xxxxxxx and the other Board members. If Xxx Xxxxxxx resigns from the Company, he will retainsuch Director.

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 the Series A Holders Preferred Stock, voting as a separate class, are entitled to elect two (excluding 2) directors of the Company, (i) so long as the Advanced Technology Investors (“ATV”), as identified in Schedule B hereto, hold any shares held of Series A Preferred Stock, one individual designated by Ascent Biomedical ATV, which individual shall initially be Xxxx Xxxxxx, and (ii) so long as Xxxxxx Ventures I., LP, or Ascent Biomedical Ventures NY III, LP (collectively “ABVXxxxxx”) if any)holds any shares of Series A Preferred Stock, one (1) individual designated by Xxxxxx, which individual shall initially be Xxxxx Xxxx; (b) At each election of directors in which the holders of the Series B Preferred Stock, voting as a separate class, are entitled to elect one (1) director of the Company, the individual designated by such Series A Holders, so long as 750,000 shares of Series A Preferred Stock remain outstandingCCM Qualified Master Fund, who shall initially be Xxxxxx Xxxxx; Ltd. (b“CCM”) Provided that Quantum holds more than 340,938 shares of Series B Preferred Stock on or before November 30, 2009, and thereafter until such time as Quantum holds fewer than 340,938 shares of Series B Preferred Stock (subject to appropriate adjustment in the event of any stock dividend, stock split, combination or other similar recapitalization with respect to the Series B Preferred Stock), Quantum shall be entitled to elect one (1) director of the Corporation (the “Series B Director”), who shall initially be Xxxxx Xxxxxxx; provided however, in the event that Quantum does not hold more than 340,938 shares of Series B Preferred Stock on or before November 30, 2009, or any time thereafter holds less than 340,938 shares of Series B Preferred Stock, the Series B Director may one individual designated by CCM, which individual shall initially be elected by a majority of the holders of record of the Shares of Series 13 Preferred Stock subject to such proposed Series B Director being approved by each of Xxx Xxxxx Xxxxxxx, the Series A Director (as defined below) and the ABV Director (as defined below); (c) At each election of directors in which the holders of Common Stock and/or any other class or series of voting stock (including the Series A Preferred Stock and Series B C Preferred Stock), voting together as a separate class, are entitled to elect two (2) directors of the Company, (i) so long as Blackstone Clean Technology Partners L.P. (“Blackstone”) holds any shares of Series C Preferred Stock, one (1) individual designated by Blackstone, which individual shall initially be Xxxxx Xxxxxx and (ii) so long as Total Energy Ventures International, S.A.S. (“Total”) holds any shares of Series C Preferred Stock, one (1) individual designated by Total, which individual shall initially be Xxxxxx Xxxxxxxxxxx; and (d) At each election of directors in which the holders of Common Stock, voting as a single class, are entitled to elect directors of the Company, the Stockholders shall vote all of their respective Shares so as to elect (i) one (1) director appointed by ABV (individual shall be the “ABV Director”) so long as it holds at least an aggregate Chief Executive Officer of 750,000 Shares of Common Stock or Preferred Stock on an as-converted basisthe Company, which director shall initially be Xxxxxxxx X. Xxxxx; Xxxxxxx Xxx, (ii) Xxx Xxxxxxx one (so long as he remains Employed 1) individual shall be designated by the Company GPV Fund II LLC (as defined below)“GPV”), which individual shall initially be Xxxxxx Xxxxxxx, and (iii) two (2) directors appointed by Xxx Xxxxxxxadditional individuals, each of whom shall have relevant industry experience and (iv) one (1) person who is not employed by an Affiliate (defined below) of the Company or of any Investor, and who is nominated by mutual agreement acceptable to two-thirds (2/3) of Xxx the Preferred Directors, which individuals shall initially be Xxxxxxx and the other Board members. If Xxx Xxxxxxx resigns from the Company, he will retainX.

Board Composition. Each Stockholder agrees to vote, or cause to be voted, (with the Series D-1 Preferred Stock and Series E-1 Preferred Stock subject, in each case, to the Regulatory Voting Restriction) 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 Series A Holders (excluding the shares held by Ascent Biomedical Ventures I., LP, or Ascent Biomedical Ventures NY I, LP (collectively “ABV”) if any), voting as a separate class, are entitled to elect one One (1) director of the Company, the individual designated by such Series A Holders, so long as 750,000 shares the holders of Series A Preferred Stock remain outstanding, who shall initially be Xxxxxx Xxxxx; (b) Provided that Quantum holds more than 340,938 shares of Series B Preferred Stock on or before November 30, 2009, and thereafter until such time as Quantum holds fewer than 340,938 shares of Series B Preferred Stock (subject to appropriate adjustment in the event of any stock dividend, stock split, combination or other similar recapitalization with respect to the Series B Preferred Stock), Quantum shall be entitled to elect one (1) director of the Corporation (the “Series B Director”), who shall initially be Xxxxx Xxxxxxx; provided however, in the event that Quantum does not hold more than 340,938 shares of Series B Preferred Stock on or before November 30, 2009, or any time thereafter holds less than 340,938 shares of Series B Preferred Stock, the Series B Director may be elected by a majority of the holders of record of the Shares of Series 13 Preferred Stock subject to such proposed Series B Director being approved by each of Xxx Xxxxxxx, the Series A Director (as defined below) and the ABV Director (as defined below); (c) At each election of directors in which the holders of Common Stock and/or any other class or series of voting stock (including the Series A Preferred Stock and Series B Preferred Stock), voting together as a single class, are entitled to elect directors of the Company, the Stockholders shall vote all of their respective Shares so as to elect (i) one (1) director appointed by ABV (the “ABV Director”) so long as it holds at least an aggregate of 750,000 Shares of Common Stock or Preferred Stock class on an as-converted basis, which individual shall initially be Xxxxxxxx X. Xxxxx; (ii) Xxx Xxxxxxx (Xxxx, for so long as he remains Employed by such Stockholders and their Affiliates continue to own beneficially any shares of Common Stock of the Company (including shares of Common Stock issued or issuable upon conversion of Series A Preferred Stock or Series B Preferred Stock). (b) One (1) individual designated by Revolution Growth II, LP, which individual shall initially be Xxxxx Xxxxxxxx, for so long as defined belowRevolution Growth II, LP and its Affiliates continue to own beneficially at least 4,098,360 shares of Common Stock of the Company (including shares of Common Stock issued or issuable upon conversion of Series C Preferred Stock). (c) One (1) individual designated by SoftBank PrinceVille Investments, L.P., which seat shall initially be vacant, for so long as SoftBank PrinceVille Investments, L.P. and its Affiliates continue to own beneficially at least 3,853,564 shares of Common Stock of the Company (including shares of Common Stock issued or issuable upon conversion of Series D Preferred Stock). (d) One (1) individual designated by GGV Capital V L.P., which individual shall initially be Xxxx Xxxxxxxx, for so long as GGV Capital V L.P. and its Affiliates continue to own beneficially at least 5,196,965 shares of Common Stock of the Company (iiiincluding shares of Common Stock issued or issuable upon conversion of Series E Preferred Stock). (e) two (2) directors appointed by Xxx XxxxxxxFor so long as any shares of Common Stock remain outstanding, and (iv) one (1) person who is not employed individual designated by the Company and holders of a majority of the outstanding shares of Common Stock (excluding shares of Common Stock issued or issuable upon conversion of Preferred Stock), who is nominated by mutual agreement shall be the Company’s Chief Executive Officer, who shall initially be Xxxxx Xxxxx (the “CEO Director”); provided that if for any reason the CEO Director shall cease to serve as the Chief Executive Officer of Xxx Xxxxxxx and the other Board members. If Xxx Xxxxxxx resigns from the Company, he will retaineach of the Stockholders shall promptly vote their respective Shares (i) to remove the former Chief Executive Officer from the Board if such 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. (f) Two (2) individuals designated by the majority vote or consent of the then current Board, who shall initially be Xxxxxx Xxxxxxxxxx and Xxx Xxxxxx. To the extent that any of clauses (a) through (f) 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 as provided in the Company’s Restated Certificate. 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. A Person shall be deemed to control another Person if such first Person possesses, directly or indirectly, the power to direct, or cause the direction of, the management and policies of the second Person, whether through the ownership of voting securities, by contract or otherwise.

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 Series A Holders (excluding the shares held Two Persons designated from time to time by Ascent Biomedical Ventures I., LP, or Ascent Biomedical Ventures NY IMerida Capital Partners II, LP (collectively the “ABVExisting Holder Designees”) if any), voting as a separate class, are entitled to elect one (1) director of the Company, the individual designated by such Series A Holders, for so long as 750,000 such Stockholder and its Affiliates (as defined below) continue to own beneficially any shares of Series A Common Stock (including shares of Common Stock issued or issuable upon conversion of the Preferred Stock remain outstandingStock), who which individuals shall initially be Xxxxxx XxxxxXxxxx Xxxxxxxx and Xxxxx Xxxxxxx; (b) Provided that Quantum holds more than 340,938 shares Two Persons designated from time to time by the holders of Series B Preferred Stock on or before November 30, 2009, and thereafter until such time as Quantum holds fewer than 340,938 shares of Series B Preferred Stock (subject to appropriate adjustment in the event of any stock dividend, stock split, combination or other similar recapitalization with respect to the Series B Preferred Stock), Quantum shall be entitled to elect one (1) director of the Corporation (the “Series B Director”), who shall initially be Xxxxx Xxxxxxx; provided however, in the event that Quantum does not hold more than 340,938 shares of Series B Preferred Stock on or before November 30, 2009, or any time thereafter holds less than 340,938 shares of Series B Preferred Stock, the Series B Director may be elected by a majority of the holders shares of record Common Stock held by the Key Holders, for so long as the Key Holders who are then providing services to the Company as officers, employees or consultants continue to own beneficially any shares of Common Stock, which individuals shall initially be Xxxxxx Xxxxx and Xxxxxx Xxxxxx (the Shares of Series 13 Preferred Stock subject to such proposed Series B Director being approved by each of Xxx Xxxxxxx, the Series A Director (as defined below) and the ABV Director (as defined below“ECS Directors”); (c) At each election One Person designated from time to time by Xxxxxxxx Xxxxx (the “Perry Designee”), for so long as such Stockholder continues to own beneficially at least 80% of directors in which the holders Shares held by such Stockholder as of the date hereof (including shares of Common Stock and/or any other class issued or series issuable upon conversion of voting stock (including the Series A Preferred Stock and Series B Preferred Stock), voting together as a single class, are entitled to elect directors of the Company, the Stockholders shall vote all of their respective Shares so as to elect (i) one (1) director appointed by ABV (the “ABV Director”) so long as it holds at least an aggregate of 750,000 Shares of Common Stock or Preferred Stock on an as-converted basis, which individual shall initially be Xxxxxxxx X. Xxxxx; and (iid) Xxx One Person designated from time to time by Xxxxxxx Xxxxxxxx (the “Xxxxxxxx Designee”), for so long as he remains Employed such Stockholder continues to own beneficially at least 80% of the Shares held by such Stockholder as of the Company date hereof (as defined below)including shares of Common Stock issued or issuable upon conversion of the Preferred Stock), which individual shall initially be Xxxxxxx Xxxxxxxx. For purposes of this Agreement, an individual, firm, corporation, partnership, association, limited liability company, trust or any other entity (iiicollectively, a “Person”) two (2) directors appointed shall be deemed an “Affiliate” of another Person who, directly or indirectly, controls, is controlled by Xxx Xxxxxxxor is under common control with such Person, and (iv) including, without limitation, any general partner, managing member, officer, director or trustee of such Person, or any venture capital fund or registered investment company now or hereafter existing that is controlled by one (1) person who is not employed by or more general partners, managing members or investment advisers of, or shares the Company and who is nominated by mutual agreement of Xxx Xxxxxxx and the other Board members. If Xxx Xxxxxxx resigns from the Companysame management company or investment adviser with, he will retainsuch 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 of directors in which the Series A Holders (excluding the shares held by Ascent Biomedical Ventures I., LP, or Ascent Biomedical Ventures NY I, LP (collectively “ABV”) if any), voting as a separate class, are entitled to elect one (1) director of the Company, the individual designated by such [***], which individual shall initially be [***], to serve as one of the two (2) Series A HoldersDirectors, for so long as 750,000 [***] and its Affiliates collectively continue to own beneficially at least 655,615 shares of Series A Preferred Stock remain outstanding(and/or Common Stock issued or issuable upon conversion of Series A Preferred Stock) that [***] originally acquired from the Company, who which number shall initially be Xxxxxx Xxxxxsubject to appropriate adjustment for all stock splits, dividends, combinations, recapitalizations and the like; (b) Provided that Quantum holds more than 340,938 one individual designated by [***], which individual shall initially be [***], to serve as the remaining Series A Director for so long as [***] and its Affiliates collectively continue to own beneficially at least 252,880 shares of Series B Preferred Stock on or before November 30, 2009, and thereafter until such time as Quantum holds fewer than 340,938 shares of Series B A Preferred Stock (and/or Common Stock issued or issuable upon conversion of Series A Preferred Stock) that [***] originally acquired from the Company, which number shall be subject to appropriate adjustment in the event of any for all stock dividendsplits, stock splitdividends, combination or other similar recapitalization with respect to the Series B Preferred Stock)combinations, Quantum shall be entitled to elect one (1) director of the Corporation (the “Series B Director”), who shall initially be Xxxxx Xxxxxxx; provided however, in the event that Quantum does not hold more than 340,938 shares of Series B Preferred Stock on or before November 30, 2009, or any time thereafter holds less than 340,938 shares of Series B Preferred Stock, the Series B Director may be elected by a majority of the holders of record of the Shares of Series 13 Preferred Stock subject to such proposed Series B Director being approved by each of Xxx Xxxxxxx, the Series A Director (as defined below) recapitalizations and the ABV Director (as defined below)like; (c) At each election one individual designated by iBio, which individual shall initially be Txx Xxxxx, to serve as the Series A-2 Director for so long as iBio and its Affiliates collectively continue to own beneficially at least 1,500,000 shares of directors in Series A-2 Preferred Stock (and/or Common Stock issued or issuable upon conversion of Series A-2 Preferred Stock) that IBio originally acquired from the Company, which number shall be subject to appropriate adjustment for all stock splits, dividends, combinations, recapitalizations and the like; (d) one individual, who is not an employee of the Company or its Affiliates and not an Affiliate of the Company (or its Affiliates) or any stockholder of the Company, nominated by the Company’s Chief Executive Officer and mutually acceptable to the other holders of Common Stock and/or any other class or series a majority of voting stock (including the issued and outstanding shares of Series A Preferred Stock and Series B A-2 Preferred StockStock (voting together and as a separate class), voting together as a single class, are entitled to elect directors which individual shall initially be [***]; (e) the Company’s Chief Executive Officer appointed by the Board of Directors of the Company, which individual shall initially be Ixxxx Xxxxxx (the “CEO Director”), provided that if for any reason the CEO Director shall cease to serve as the Chief Executive Officer of the Company, each of the Stockholders shall promptly vote all of their respective Shares so as to elect (i) one (1) director appointed by ABV (to remove the “ABV Director”) so long former Chief Executive Officer from the Board if such person has not resigned as it holds at least an aggregate a member of 750,000 Shares of Common Stock or Preferred Stock on an as-converted basis, which shall initially be Xxxxxxxx X. Xxxxxthe Board; and (ii) Xxx Xxxxxxx (so long to elect such person’s replacement as he remains Employed by Chief Executive Officer of the Company as the new CEO Director. (f) To the extent that clauses (a) or (b) in this Subsection 1.2 shall not be applicable as a result of a lack of sufficient Share ownership of either [Stockholder One] (with respect to Section 1.2(a)) or [Stockholder Two] (with respect to Section 1.2(b)) any member of the Board who would otherwise have been designated in accordance with the terms thereof shall instead be voted upon by, with respect to each of Section 1.2(a), Section 1.2(b), an 1.2(c), the holders of a majority of the shares of Series A Preferred Stock as one of the Series A Directors (as defined below)), (iiiin the Certificate) two (2) directors appointed by Xxx Xxxxxxxin accordance with, and pursuant to, the Certificate. For purposes of this Agreement, an individual, firm, corporation, partnership, association, limited liability company, trust or any other entity (ivcollectively, 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 (1) person who is not employed by or more general partners or managing members of, or shares the Company and who is nominated by mutual agreement same management company with, such Person. For purpose of Xxx Xxxxxxx and this Agreement, “Fully Diluted Outstanding Shares” shall have the other Board members. If Xxx Xxxxxxx resigns from meaning set forth in the Company, he will retainCertificate.

Board Composition. Each Stockholder of Incsight and Xxxxx agrees to vote, or cause to be voted, vote all Shares owned by such Stockholder, or over which such Stockholder has voting controlits Shares, 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 shareholders at which an election of directors of the Company is held or pursuant to any written consent in lieu of a meeting of the stockholdersshareholders, the following persons shall be elected to the Board: (ai) At each election of directors in which the Series A Holders (excluding the shares held by Ascent Biomedical Ventures I., LP, or Ascent Biomedical Ventures NY I, LP (collectively “ABV”) if any), voting as a separate class, shareholders are entitled to elect directors of the Company, (A) one individual designated by Incsight so long as Incsight holds not less than 5% of the issued shares of the Company (as adjusted for any share splits, share dividends, recapitalizations or the like and on an as-converted basis for all preferred shares, warrants, rights, options, bonds and other securities convertible into ordinary shares of the Company), which individual shall initially be Xxx XXX, and (B) one individual designated by Xxxxx so long as Xxxxx holds not less than 5% of the issued shares of the Company (as adjusted for any share splits, share dividends, recapitalizations or the like and on an as-converted-to-common share basis for all preferred share, warrants, rights, options, bonds and other securities convertible into ordinary shares of the Company), which individual shall initially be Xxxxxxx Xxxxx Kin LAW; (ii) Two (2) individuals not otherwise affiliated with the Company or with Incsight, Xxxxx or other shareholders of the Company who are acceptable to both Incsight and Xxxxx; (iii) One (1)more individual who is mutually acceptable to Incsight and Xxxxx, for a term commencing on the date of the IPO Closing and expiring on July 31, 2005 (or such earlier date by which the Company is required under applicable law or the Nasdaq corporate governance rules to appoint additional independent director(s)), which individual shall initially be Xxx XXX, so long as Xx. XXX beneficially owns shares of the Company; (iv) Upon expiration of the term of office of director of the Company pursuant to paragraph (iii) above, one (1) director more individual not otherwise affiliated with the Company or with any Incsight, Xxxxx or other shareholders of the Company, the individual designated by such Series A Holders, so long as 750,000 shares of Series A Preferred Stock remain outstanding, Company who shall initially be Xxxxxx are acceptable to both Incsight and Xxxxx; (b) Provided that Quantum holds more than 340,938 shares of Series B Preferred Stock on or before November 30, 2009, and thereafter until such time as Quantum holds fewer than 340,938 shares of Series B Preferred Stock (subject to appropriate adjustment in the event of any stock dividend, stock split, combination or other similar recapitalization with respect to the Series B Preferred Stock), Quantum shall be entitled to elect one (1) director of the Corporation (the “Series B Director”), who shall initially be Xxxxx Xxxxxxx; provided however, in the event that Quantum does not hold more than 340,938 shares of Series B Preferred Stock on or before November 30, 2009, or any time thereafter holds less than 340,938 shares of Series B Preferred Stock, the Series B Director may be elected by a majority of the holders of record of the Shares of Series 13 Preferred Stock subject to such proposed Series B Director being approved by each of Xxx Xxxxxxx, the Series A Director (as defined below) and the ABV Director (as defined below); (cv) At each election of directors in which the holders of Common Stock and/or any other class or series of voting stock (including the Series A Preferred Stock and Series B Preferred Stock), voting together as a single class, shareholders are entitled to elect directors of the Company, the Stockholders shall vote all of their respective Shares so as Company in addition to elect those pursuant to paragraphs (i) to (iv) above, (A) one (1) director appointed or two (2) individuals designated by ABV (the “ABV Director”) Incsight so long as it Incsight holds at least an aggregate not less than 20% of 750,000 Shares the issued shares of Common Stock the Company (as adjusted for any share splits, share dividends, recapitalizations or Preferred Stock the like and on an as-converted basisbasis for all preferred shares, which shall initially be Xxxxxxxx X. Xxxxx; warrants, rights, options, bonds and other securities convertible into ordinary shares of the Company), and (iiB) Xxx Xxxxxxx same number of individuals as designated by Incsight under (A) designated by Xxxxx so long as he remains Employed by Xxxxx holds not less than 20% of the issued shares of the Company (as defined belowadjusted for any share splits, share dividends, recapitalizations or the like and on an as-converted-to-common share basis for all preferred share, warrants, rights, options, bonds and other securities convertible into ordinary shares of the Company); and (vi) If in consequence of the director appointments under paragraph (v) and/or (vi) above, the Company is required under applicable law or the Nasdaq corporate governance rules to appoint additional independent director(s), (iii) two (2) directors appointed by Xxx Xxxxxxx, and (iv) one (1) person who is such additional number of individuals not employed by otherwise affiliated with the Company or with Incsight, Xxxxx or other shareholders of the Company who are acceptable to both Incsight and who Xxxxx. For purposes of this Agreement, a person or entity (collectively, a “Person”) shall be deemed affiliated with another Person which, directly or indirectly, controls, is nominated controlled by mutual agreement or is under common control with such Person, including, without limitation, any partner, officer, director, member or employee of Xxx Xxxxxxx such Person and any venture capital fund now or hereafter existing which is controlled by or under common control with one or more general partners or shares the other Board members. If Xxx Xxxxxxx resigns from the Company, he will retainsame 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 individuals shall be elected to the Board: (a) At each election One individual designated by Flagship Ventures Fund IV, L.P., Flagship Ventures Fund IV-Rx, L.P. and Flagship Ventures Fund 2007, L.P. (collectively, “Flagship”) who shall be the director elected by the holders of directors in which the Series A Holders (excluding record of the shares held by Ascent Biomedical Ventures I.of ABC Preferred Stock, LP, or Ascent Biomedical Ventures NY I, LP (collectively “ABV”) if any), voting exclusively and as a separate class, are entitled pursuant to elect one (1) director Article Fourth, Part B, Section 3.2 of the Company, Restated Certificate and known as the individual designated by such Series A Holders, so long as 750,000 shares of Series A “Preferred Stock remain outstandingDirector” thereunder, who shall initially be Xxxxxx Xxxxx; X. Xxxxxx, for so long as Flagship and its Affiliates (bas defined below) Provided that Quantum holds more than 340,938 continue to own beneficially an aggregate of at least twenty-five percent (25%) of the shares of Series B Preferred Stock on or before November 30, 2009, and thereafter until such time as Quantum holds fewer than 340,938 shares of Series B Preferred Stock (subject to appropriate adjustment in the event of any stock dividend, stock split, combination or other similar recapitalization with respect purchased by them pursuant to the Series B Preferred StockStock Purchase Agreement, dated as of May 23, 2014, by and among the Company and the parties listed on Exhibit A thereto; (b) One individual designated by Flagship VentureLabs IV LLC (“VentureLabs”), Quantum who shall be entitled to elect one (1) the director elected by the holders of record of the Corporation (shares of Common Stock, exclusively and as a separate class, pursuant to Article Fourth, Part B, Section 3.2 of the “Series B Director”)Restated Certificate, who shall initially be Xxxxx Xxxxxxx; provided howeverX. Xxxxx, for so long as VentureLabs and its Affiliates continue to own beneficially an aggregate of at least 1,250,000 shares of Common Stock (as adjusted for any stock splits, stock dividends, recapitalizations or the like); (i) One individual designated by Nestlé Health Science US Holdings, Inc. (“Nestlé”) and who is acceptable to the Board, such approval not to be unreasonably withheld, who shall initially be Xxxx Xxxxx, for so long as Nestlé and its Affiliates continue to own beneficially an aggregate of at least ninety percent (90%) of the shares of Series D Preferred Stock and Series D-1 Preferred Stock (or Series D Preferred Stock issued upon conversion thereof) purchased by Nestlé pursuant to the Purchase Agreement, and (ii) the Company shall ensure that such individual is, in the event that Quantum does not hold more than 340,938 shares of Series B Preferred the Company’s first underwritten public offering of its Common Stock on or before November 30, 2009, or any time thereafter holds less than 340,938 shares under the Securities Act of Series B Preferred Stock1933 (as amended, the Series B Director may be elected “Securities Act”), designated by a majority the Company to serve in the class of directors with terms that expire at the holders third annual meeting of record of the Shares of Series 13 Preferred Stock subject to stockholders held after such proposed Series B Director being approved by each of Xxx Xxxxxxx, the Series A Director (as defined below) and the ABV Director (as defined below)offering; (cd) At each election of directors in which The Company’s Chief Executive Officer, who shall initially be Xxxxx X. Xxxxxxxxx (the holders of Common Stock and/or any other class or series of voting stock (including the Series A Preferred Stock and Series B Preferred Stock“CEO Director”), voting together provided that if for any reason the CEO Director shall, after his or her initial election to the Board in his or her capacity as a single classthe CEO Director, are entitled cease to elect directors serve as the Chief Executive Officer of the Company, each of the Stockholders shall promptly vote all of their respective Shares so as to elect (i) one (1) director appointed by ABV (to remove the “ABV Director”) so long former Chief Executive Officer of the Company from the Board if such person has not resigned as it holds at least an aggregate a member of 750,000 Shares of Common Stock or Preferred Stock on an as-converted basis, which shall initially be Xxxxxxxx X. Xxxxx; the Board and (ii) Xxx Xxxxxxx (so long to elect such person’s replacement as he remains Employed by Chief Executive Officer of the Company as the new CEO Director; and (as defined below)), (iiie) two (2) directors appointed by Xxx Xxxxxxx, Four individuals not otherwise Affiliates of the Company or of the Investors and (iv) one (1) person who is are not employed by employees of the Company and who is nominated are designated by mutual agreement the holders of Xxx shares of ABC Preferred Stock representing at least sixty percent (60%) of the voting power of the outstanding shares of ABC Preferred Stock, who shall initially be Xxxxxx Xxxxxxxxx, Xxxxx Xxxxxx Xxxx, Xxxxxxx and the other Board members. If Xxx Xxxxxxx resigns from the Company, he will retainX.

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 One person designated by Sake Ventures, LLC and Rice Wine Ventures, LLC (collectively, “CJF”) as the Series A Holders (excluding the shares held by Ascent Biomedical Ventures I.C Director, LPwhich individual shall initially be Sxxxxx Xxxxxx, or Ascent Biomedical Ventures NY I, LP (collectively “ABV”) if any), voting as a separate class, are entitled to elect one (1) director of the Company, the individual designated by such Series A Holders, for so long as 750,000 such Stockholder and its Affiliates continue to own beneficially at least 4,046,315 shares of Common Stock of the Company (including shares of Common Stock issued or issuable upon conversion of Series A C Preferred Stock remain outstandingStock), who shall initially be Xxxxxx Xxxxx;which number is subject to appropriate adjustment for all stock splits, dividends, combinations, recapitalizations and the like. (b) Provided that Quantum holds more than 340,938 One person designated by Shining as the Series B Director, which individual shall initially be Xxxxxxxx Xxxx, for so long as such Stockholder and its Affiliates continue to own beneficially at least 3,435,122 shares of Series B Preferred Common Stock on or before November 30, 2009, and thereafter until such time as Quantum holds fewer than 340,938 of the Company (including shares of Series B Preferred Common Stock (subject to appropriate adjustment in the event issued or issuable upon conversion of any stock dividend, stock split, combination or other similar recapitalization with respect to the Series B Preferred Stock), Quantum which number is subject to appropriate adjustment for all stock splits, dividends, combinations, recapitalizations and the like. For purposes of this Agreement, “Shining” shall be entitled collectively refer to elect one Shiningwine Limited (1) director of the Corporation (the “Series B Director”BVI), who Dreamer Pathway Limited (BVI) and Dream Catcher Investments Limited (BVI). (c) One person designated by Bessemer as the Series A Director, which individual shall initially be Xxxxx Kxxx Xxxxxxx; provided however, in the event that Quantum does not hold more than 340,938 for so long as Bessemer and its Affiliates continue to own beneficially at least 2,978,934 shares of Common Stock of the Company (including shares of Common Stock issued or issuable upon conversion of Series B A Preferred Stock on or before November 30Stock), 2009which number is subject to appropriate adjustment for all stock splits, dividends, combinations, recapitalizations and the like. (d) For so long as the Key Holders who are then, or any time thereafter holds less than 340,938 Key Holder entity that is owned, controlled or established for estate planning purposes and/or for the benefit of any Founder who is then, providing services to the Company as officers, employees or consultants collectively hold at least 1,000,000 shares of Series B Preferred StockCommon Stock (as adjusted for any stock splits, stock dividends, recapitalizations or the Series B Director may be elected like), two individuals designated by the holders of a majority of the holders of record of the Shares of Series 13 Preferred Common Stock subject held by the Key Holders who are then, or held by any Key Holder entity that is owned, controlled or established for estate planning purposes and/or for the benefit of any Founder who is then, providing services to such proposed Series B Director being approved by each of Xxx Xxxxxxxthe Company as full-time officers, employees or consultants as the Series A Director Common Directors, which individuals shall initially be Bxxxx Xxxxx and Gxxxx XxXxxxxxx; and (e) Four individuals who are not otherwise an Affiliate (as defined below) and the ABV Director (as defined below); (c) At each election of directors in which the holders of Common Stock and/or any other class or series of voting stock (including the Series A Preferred Stock and Series B Preferred Stock), voting together as a single class, are entitled to elect directors of the CompanyCompany or of any Investor, each of whom is unanimously approved by the Stockholders shall vote all other members of their respective Shares so as to elect (i) one (1) director appointed by ABV (the “ABV Director”) so long as it holds at least an aggregate of 750,000 Shares of Common Stock or Preferred Stock on an as-converted basisBoard, which individuals shall initially be Xxxxxxxx X. Xxxxx; Pxxxxxx XxXxxx, Lxxxx Xxxxxxxxx, Axxxxx Xxxxxx, with the remaining seat to be initially vacant until filled in accordance with this Agreement. To the extent that any of clauses (iia) Xxx Xxxxxxx through (so long as he remains Employed f) 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 (as defined below)), (iii) two (2) directors appointed by Xxx Xxxxxxxentitled to vote thereon in accordance with, and (iv) one (1) person who is not employed by the Company and who is nominated by mutual agreement of Xxx Xxxxxxx and the other Board members. If Xxx Xxxxxxx resigns from pursuant to, the Company’s Restated Certificate. For purposes of this Agreement, he will retainan 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, director or trustee of such Person or any venture capital fund or registered investment company now or hereafter existing that is controlled by one or more general 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 vote, or cause to be votedvoted (to the extent so entitled), 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 Three (3) persons designated by PTTCH (the Series A Holders (excluding the shares held by Ascent Biomedical Ventures I., LP, or Ascent Biomedical Ventures NY I, LP (collectively “ABVPTTCH Designees”) if any)as the Class A Common Directors, voting as a separate class, are entitled to elect one (1) director of the Company, the individual designated by such Series A Holders, for so long as 750,000 such Stockholder and its Affiliates continue to own beneficially at least ten percent (10%) of the number of shares of Series Class A Preferred Common Stock remain outstanding, who shall initially be Xxxxxx Xxxxx; (b) Provided that Quantum holds more than 340,938 shares of Series B Preferred Stock on or before November 30, 2009, and thereafter until such time as Quantum holds fewer than 340,938 shares of Series B Preferred Stock it acquires pursuant to the Purchase Agreement (subject to appropriate adjustment in the event of any stock dividend, stock split, combination or other similar recapitalization with respect to the Series B Preferred Class A Common Stock), Quantum shall which individuals will initially be entitled to elect one Puntip Oungpasuk, Narongsak Jivakanun and Thitipong Jurapornsiridee; (b) One (1) director of the Corporation person designated by Xxxxxxx LDK, LLC (the “Series B DirectorNorwood Designee”), who shall initially be Xxxxx Xxxxxxx; provided however, for so long as such Stockholder and its Affiliates continue to own beneficially at least ten percent (10%) of the number of shares of Class B Common Stock it acquires pursuant to the Conversion Agreement (subject to appropriate adjustment in the event that Quantum does not hold more than 340,938 shares of Series any stock dividend, stock split, combination or other similar recapitalization with respect to the Class B Preferred Stock on or before November 30Common Stock), 2009, or any time thereafter holds less than 340,938 shares of Series B Preferred Stock, the Series B Director may which individual will initially be elected by a majority of the holders of record of the Shares of Series 13 Preferred Stock subject to such proposed Series B Director being approved by each of Xxx Xxxxxxx, the Series A Director (as defined below) and the ABV Director (as defined below)Xxxxxxx X. Xxxxx; (c) At each election of directors in which the holders of Common Stock and/or any other class or series of voting stock (including the Series A Preferred Stock and Series B Preferred Stock), voting together as a single class, are entitled to elect directors of the Company, the Stockholders shall vote all of their respective Shares so as to elect (i) one (1) director appointed by ABV (the “ABV Director”) so long as it holds at least an aggregate of 750,000 Shares of Common Stock or Preferred Stock on an as-converted basis, which shall initially be Xxxxxxxx X. Xxxxx; (ii) Xxx Xxxxxxx (so long as he remains Employed by the Company (as defined below)), (iii) two (2) directors appointed by Xxx Xxxxxxx, and (iv) one One (1) person designated by Plainfield Direct LLC (the “Plainfield Designee”), for so long as such Stockholder and its Affiliates continue to own beneficially at least ten percent (10%) of the number of shares of Class B Common Stock it acquires pursuant to the Conversion Agreement (subject to appropriate adjustment in the event of any stock dividend, stock split, combination or other similar recapitalization with respect to the Class B Common Stock), which individual will initially be Xxxxx Xxxxxx; (d) One (1) person designated by Green Chem Second Edition, LLC (the “Green Chem Designee”), for so long as such Stockholder and its Affiliates continue to own beneficially at least ten percent (10%) of the number of shares of Class B Common Stock it acquires pursuant to the Conversion Agreement (subject to appropriate adjustment in the event of any stock dividend, stock split, combination or other similar recapitalization with respect to the Class B Common Stock), which individual will initially be Xxxxxx X. Xxxxxxxxx; and (e) One (1) person as the Independent Director who will be an individual not otherwise an Affiliate of the Company who is mutually acceptable to and nominated by PTTCH, on the one hand, and Xxxxxxx LDK, LLC, Plainfield Direct LLC and Green Chem Second Edition, LLC, on the other hand, and who shall have the appropriate expertise and experience in the relevant industry that can enhance the business of the Company. To the extent that any of clauses (a) through (e) above shall not employed 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 who is nominated by mutual agreement of Xxx Xxxxxxx and the other Board members. If Xxx Xxxxxxx resigns from pursuant to, the Company’s Restated Certificate. For purposes of this Agreement, he will retainan 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 pursu­ant to any written consent of the stockholders, the following persons shall be elected to the Board:: 8 (a) At each election One person designated by [Name of directors in which Investor] (the Series A Holders (excluding the shares held by Ascent Biomedical Ventures I., LP, or Ascent Biomedical Ventures NY I, LP (collectively “ABVName of Investor Designee”) if any), voting as a separate classwhich individual shall initially be [_____________], are entitled to elect one (1) director of the Company, the individual designated by such Series A Holders, for so long as 750,000 such Stockholders and their Affiliates continue to own beneficially at least [______] shares of Common Stock of the Company (including shares of Common Stock issued or issuable upon conversion of Series A Preferred Stock), which number is subject to appropriate adjustment for all stock splits, dividends, combinations, recapitalizations and the like. (b) One person designated by [Name of 2d Investor] (the “Name of 2d Investor Designee”), which individual shall initially be [_____________] for so long as such Stockholders and their Affiliates continue to own beneficially at least [__________] shares of Common Stock remain outstandingof the Company (including shares of Common Stock issued or issuable upon conversion of Series A Preferred Stock), which number is subject to appropriate adjustment for all stock splits, dividends, combinations, recapitalizations and the like. (c) [Alternative 1: For so long as the Key Holders hold at least [____] shares of Common Stock (as adjusted for any stock splits, stock dividends, recapitaliza­tions or the like), one individual designated by the holders of a majority of the Shares of Common Stock [held by the Key Holders], which individual shall initially be [___________]; [Alternative 2: [name of Key Holder], for so long as [name of Key Holder] [remains an [officer] [employee] of the Company] [holds at least [_____] Shares (as adjusted for stock splits, stock dividends, recapitalizations or the like)] [holds at least [_____]% of the outstanding capital stock of the Company on an as-converted-to-Com­mon Stock basis] [, except that if [name of Key Holder] declines or is unable to serve, his or her successor shall be designated by [name of alternate Key Holder] [the holders of a majority of the shares of Common Stock of the Company]; 9 (d) The Company’s Chief Executive Officer, who shall initially be Xxxxxx Xxxxx; (b) Provided that Quantum holds more than 340,938 shares of Series B Preferred Stock on or before November 30, 2009, and thereafter until such time as Quantum holds fewer than 340,938 shares of Series B Preferred Stock (subject to appropriate adjustment in the event of any stock dividend, stock split, combination or other similar recapitalization with respect to the Series B Preferred Stock), Quantum shall be entitled to elect one (1) director of the Corporation [_____] (the “Series B CEO Director”), provided that if for any reason the CEO Director shall cease to serve as the Chief Executive Officer of the Company, each of the Stockholders shall promptly vote their respective Shares (i) to remove the former Chief Executive Officer from the Board if such 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; and (e) One individual not otherwise an Affiliate (defined below) of the Company or of any Investor who shall initially be Xxxxx Xxxxxxx; provided however, in is [mutually acceptable to (i) the event that Quantum does not hold more than 340,938 shares holders of Series B Preferred Stock on or before November 30, 2009, or any time thereafter holds less than 340,938 shares of Series B Preferred Stock, the Series B Director may be elected by a majority of the Shares held by the Key Holders who are then providing services to the Company as officers, employees or consultants and (ii) the holders of record a majority of the Shares held by the Investors][mutually acceptable to the other members of Series 13 Preferred Stock subject the Board]; and 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 such proposed Series B Director being approved by each of Xxx Xxxxxxxvote thereon in accordance with, and pursuant to, the Series A Director (as defined below) and the ABV Director (as defined below); (c) At each election Company’s Restated Certificate. For purposes of directors in which the holders of Common Stock and/or this Agreement, an individual, firm, corporation, partnership, association, lim­ited liability company, trust or any other class or series of voting stock entity (including the Series A Preferred Stock and Series B Preferred Stock)collectively, voting together as a single class, are entitled to elect directors of the Company, the Stockholders shall vote all of their respective Shares so as to elect (i) one (1) director appointed by ABV (the “ABV DirectorPerson”) so long as it holds at least shall be deemed an aggregate “Affiliate” of 750,000 Shares 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 Common Stock such Person or Preferred Stock on an as-converted basisany venture capital fund now or hereafter existing that is controlled by one or more general partners or managing members of, which shall initially be Xxxxxxxx X. Xxxxx; (ii) Xxx Xxxxxxx (so long as he remains Employed by or shares the Company (as defined below))same management company with, (iii) two (2) directors appointed by Xxx Xxxxxxx, and (iv) one (1) person who is not employed by the Company and who is nominated by mutual agreement of Xxx Xxxxxxx and the other Board members. If Xxx Xxxxxxx resigns from the Company, he will retainsuch 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 As the Series A Holders first Preferred Director, one person designated from time to time by Neglected Climate Opportunities LLC and its Affiliates (excluding the shares held by Ascent Biomedical Ventures I., LP, or Ascent Biomedical Ventures NY I, LP as defined below) (collectively “ABVNCO”) if any), voting for so long as such Stockholder and its Affiliates continue to own beneficially an aggregate of at least 2,000 shares of Common Stock (including shares of Common Stock issued or issuable upon conversion of the Preferred Stock), which number is subject to appropriate adjustment for any stock splits, stock dividends, combinations, recapitalizations and the like, which individual shall initially be Xxxx Xxxxx; and (b) As the second Preferred Director, one person designated from time to time by Tripple Extension Unit Trust and its Affiliates (as defined below) (“Tripple”), for so long as such Stockholder and its Affiliates continue to own beneficially an aggregate of at least 600 shares of Common Stock (including shares of Common Stock issued or issuable upon conversion of the Preferred Stock), which number is subject to appropriate adjustment for any stock splits, stock dividends, combinations, recapitalizations and the like, which individual shall initially be Xxxxxxx Xxxxxxx; and (c) As the Common Directors, (i) one person designated from time to time by the holders of a separate classmajority of the Common Stock outstanding, are entitled which shall initially be Xxxxxx Xxxxxx, and (ii) the Company’s Chief Executive Officer, who as of the date of this Agreement is Xxxxxx Xxxxxx (the “CEO Director”), provided that if for any reason the CEO Director shall cease to elect one (1) director serve as the Chief Executive Officer of the Company, each of the Stockholders shall promptly vote their respective Shares (i) to remove the former Chief Executive Officer of the Company from the Board if such 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; and (d) As the Independent Director, one individual not otherwise an Affiliate of the Company or of any Investor who is designated from time to time by such Series A Holdersthe Common Directors, so long as 750,000 shares of Series A Preferred Stock remain outstandingwith approval from NCO, who shall initially be Xxxxxx Xxxxx; vacant. To the extent that any of clauses (ba) Provided that Quantum holds more than 340,938 shares of Series B Preferred Stock on or before November 30, 2009, and thereafter until such time as Quantum holds fewer than 340,938 shares of Series B Preferred Stock (subject to appropriate adjustment in the event of any stock dividend, stock split, combination or other similar recapitalization with respect to the Series B Preferred Stock), Quantum shall be entitled to elect one (1) director of the Corporation (the “Series B Director”), who shall initially be Xxxxx Xxxxxxx; provided however, in the event that Quantum does not hold more than 340,938 shares of Series B Preferred Stock on or before November 30, 2009, or any time thereafter holds less than 340,938 shares of Series B Preferred Stock, the Series B Director may be elected by a majority of the holders of record of the Shares of Series 13 Preferred Stock subject to such proposed Series B Director being approved by each of Xxx Xxxxxxx, the Series A Director (as defined below) and the ABV Director (as defined below); through (c) At each election above shall not be applicable, any member of directors the Board who would otherwise have been designated in which accordance with the holders terms thereof shall instead be voted upon by all the Stockholders of Common Stock and/or the Company entitled to vote thereon in accordance with, and pursuant to, the Restated Certificate. For purposes of this Agreement, an individual, firm, corporation, partnership, association, limited liability company, trust or any other class or series of voting stock entity (including the Series A Preferred Stock and Series B Preferred Stock)collectively, voting together as a single class, are entitled to elect directors of the Company, the Stockholders shall vote all of their respective Shares so as to elect (i) one (1) director appointed by ABV (the “ABV DirectorPerson”) so long as it holds at least shall be deemed an aggregate “Affiliate” of 750,000 Shares 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, director or trustee of Common Stock or Preferred Stock on an as-converted basis, which shall initially be Xxxxxxxx X. Xxxxx; (ii) Xxx Xxxxxxx (so long as he remains Employed by the Company (as defined below)), (iii) two (2) directors appointed by Xxx Xxxxxxx, and (iv) one (1) person who is not employed by the Company and who is nominated by mutual agreement of Xxx Xxxxxxx and the other Board members. If Xxx Xxxxxxx resigns from the Company, he will retainsuch Person.

Board Composition. Each Stockholder From and after the Closing (as such term is defined in the Purchase Agreement), each Investor agrees to vote, or cause to be voted, all Shares owned by such StockholderInvestor, or over which such Stockholder Investor has voting control, from time to time and at all times, in whatever manner as shall be necessary necessary, to fix the number of directors of the Company at seven or at such other number as may be specified by the Board, with the consent of the holders of a majority of the shares of Series D Preferred Stock, and 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 stockholdersstockholders of the Company, the following persons shall be elected to the Board: (a) At each election of directors in which the Series A Holders So long as Arrow, LLC (excluding the shares held by Ascent Biomedical Ventures I., LP, or Ascent Biomedical Ventures NY I, LP (collectively “ABVArrow”) if any)owns shares of Preferred Stock, two (2) individuals designated by Arrow, who shall initially be Xxxxxxx Xxx Xxxxxxxx and Xxxxxxx XxXxxxxxx; and (b) So long as Associated Private Equity LLC (“Associated”) owns shares of Preferred Stock, one (1) individual designated by Associated, who shall initially be Xxxx Xxxxxxxxx. (c) Further, so long as Arrow owns shares of Preferred Stock, Arrow shall have the exclusive right, as among the holders of the Preferred Stock, to nominate the three (3) candidates for election to the Board by the holders of shares of Common Stock, voting as a separate class, are entitled to elect as specified in the Series A Certificate (the “Common Directors”), and one (1) director of the Company, the individual designated by such Series A Holders, so long as 750,000 shares of Series A Preferred Stock remain outstanding, who shall initially be Xxxxxx Xxxxx; (b) Provided that Quantum holds more than 340,938 shares of Series B Preferred Stock on or before November 30, 2009, and thereafter until such time as Quantum holds fewer than 340,938 shares of Series B Preferred Stock (subject to appropriate adjustment in the event of any stock dividend, stock split, combination or other similar recapitalization with respect candidate for election to the Series B Preferred Stock), Quantum shall be entitled to elect one (1) director of the Corporation (the “Series B Director”), who shall initially be Xxxxx Xxxxxxx; provided however, in the event that Quantum does not hold more than 340,938 shares of Series B Preferred Stock on or before November 30, 2009, or any time thereafter holds less than 340,938 shares of Series B Preferred Stock, the Series B Director may be elected Board by a majority of the holders of record of the Shares of Series 13 Preferred Stock subject to such proposed Series B Director being approved by each of Xxx Xxxxxxx, the Series A Director (as defined below) and the ABV Director (as defined below); (c) At each election of directors in which the holders shares of Common Stock and/or any other class or and of all classes and series of voting stock (including the Series A Preferred Stock and Series B Preferred Stock)stock, voting together as a single class, are entitled as specified in the Series A Certificate (the “Joint Director”). Arrow agrees to elect directors nominate the Company’s chief executive officer and at least one candidate who would be deemed to be an “independent director” under Rule 303A.02 of the NYSE Listed Company Manual or NASDAQ Marketplace Rule 4200a(15) for election as Common Directors. From and after the Closing, each Investor agrees to vote, or cause to be voted, all Shares owned by such Investor, or over which such Investor has voting control, from time to time and at all times, in favor of the election of the Common Directors and Joint Director nominated by Arrow. To the extent that any of the appointment rights set forth in clauses (a) and (b) above shall no longer be applicable due to the applicable Investor no longer holding Preferred Stock, 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 holders of the Company’s Series A Preferred Stock entitled to vote thereon in accordance with, and pursuant to, the Stockholders Series A Certificate. The nomination rights and voting agreement set forth in clause (c) above constitute an agreement among the Investors only, and shall vote all in no way alter or limit the rights of their respective Shares so as to elect (i) one (1) director appointed by ABV (the “ABV Director”) so long as it holds at least an aggregate of 750,000 Shares any holder of Common Stock or Preferred Stock on an as(other than with respect to such holder’s Shares) to nominate and/or vote for candidates of their own choosing for election to the Board in accordance with the Company’s By-converted basis, which shall initially be Xxxxxxxx X. Xxxxx; (ii) Xxx Xxxxxxx (so long as he remains Employed by the Company (as defined below)), (iii) two (2) directors appointed by Xxx Xxxxxxx, and (iv) one (1) person who is not employed by the Company and who is nominated by mutual agreement of Xxx Xxxxxxx Laws and the Delaware General Corporation Law. For purposes of this Agreement, an individual, firm, corporation, partnership, association, limited liability company, trust or any other Board members. If Xxx Xxxxxxx resigns from 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 Companysame management company with, he will retainsuch 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 controlcontrol or the right to direct voting, 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 Series A Holders (excluding the shares held by Ascent Biomedical Ventures I., LP, or Ascent Biomedical Ventures NY I, LP (collectively “ABV”) if any), voting as a separate class, are entitled to elect one One (1) director of the Company, the individual person designated by such Series A HoldersSoleus Private Equity Fund I, L.P. (“Soleus”), which individual shall initially be Xxx Xxxx (the “Soleus Designee”), for so long as 750,000 Soleus and its Affiliates continue to own beneficially at least twenty-five percent (25%) of the shares of Series A Common Stock (including shares of Common Stock issued or issuable upon conversion of Preferred Stock remain outstandingStock) purchased by Soleus as of the date hereof, who shall initially be Xxxxxx Xxxxx;which number is subject to appropriate adjustment for all stock splits, dividends, combinations, recapitalizations and the like. (b) Provided that Quantum holds more than 340,938 One (1) person designated by HBM Healthcare Investments (Cayman) Ltd. (“HBM”), which individual shall initially be Dr. Priyanka Belawat (the “HBM Designee”), for so long as HBM and its Affiliates continue to own beneficially at least twenty-five percent (25%) of the shares of Common Stock (including shares of Common Stock issued or issuable upon conversion of Preferred Stock) purchased by HBM as of the date hereof, which number is subject to appropriate adjustment for all stock splits, dividends, combinations, recapitalizations and the like. (c) One (1) person to be designated by the holders of a majority of the Series D Preferred Stock after the Initial Closing (as defined in the Purchase Agreement), (the “Series D Designee” and collectively with the Soleus Designee and the HBM Designee, the “Series D Designees”), for so long as at least 25% of the shares of Series B D Preferred Stock on or before November 30, 2009, and thereafter until such time outstanding as Quantum holds fewer than 340,938 shares of Series B Preferred Stock the date hereof (subject to appropriate adjustment in for all stock splits, dividends, combinations, recapitalizations and the event like) remain outstanding. (d) Xxxxx Xxxxx, for so long as Xxxxx Xxxxx remains an officer of any stock dividendthe Company. (e) Xxx Xxxxx, stock split, combination for so long as Xxx Xxxxx remains an officer or other similar recapitalization with respect to Chairman of the Series B Preferred Stock), Quantum shall be entitled to elect one Company. (f) One (1) director person who previously served on the board of the Corporation (the “Series B Director”), who shall initially be Xxxxx Xxxxxxx; provided however, in the event that Quantum does not hold more than 340,938 shares of Series B Preferred Stock on or before November 30, 2009, or any time thereafter holds less than 340,938 shares of Series B Preferred Stock, the Series B Director may be elected by a majority of the holders of record of the Shares of Series 13 Preferred Stock subject to such proposed Series B Director being approved by each of Xxx Xxxxxxx, the Series A Director (as defined below) and the ABV Director (as defined below); (c) At each election of directors in which the holders of Common Stock and/or any other class or series of voting stock (including the Series A Preferred Stock and Series B Preferred Stock), voting together as a single class, are entitled to elect directors managers of the Company’s predecessor, the Stockholders shall vote all of their respective Shares so BioAtla, LLC, a Delaware limited liability company, as to elect (i) one (1) director appointed designated by ABV (the “ABV Director”) so long as it holds at least an aggregate of 750,000 Shares of Common Stock or Preferred Stock on an as-converted basisXxx Xxxxx, which individual shall initially be Xxxxxxxx X. Xxxxx; Xxxxxxxx (ii) Xxx Xxxxxxx (so long as he remains Employed by the Company (as defined below)“Legacy Designee”), provided, that if the Legacy Designee is no longer serving as a director, any replacement of the Legacy Designee (iiiwhich replacement shall not be required to have previously served on the board of managers of BioAtla, LLC) must be approved by two (2) directors appointed of the three (3) Series D Designees, and provided further, that if two (2) of the three (3) Series D Designees do not so approve or affirmatively disapprove of any Legacy Designee within thirty (30) days after notice of such Legacy Designee’s nomination, the Legacy Designee shall be designated by Xxx Xxxxxxx, and Xxxxx without any approval by the Series D Designees. (ivg) one One (1) person who is mutually acceptable to Xxx Xxxxx and at least two (2) of the three (3) Series D Designees, which designation shall be unfilled as of the date hereof. To the extent that any of clauses (a) through (g) above shall not employed 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 who is nominated by mutual agreement pursuant to, the Certificate of Xxx Xxxxxxx and the other Board members. If Xxx Xxxxxxx resigns from the Company, he will retainIncorporation.

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 Series A Holders Four persons designated by Velocitas Partners, LLC (excluding the shares held by Ascent Biomedical Ventures I., LP, or Ascent Biomedical Ventures NY I, LP (collectively “ABVVelocitas”) if any), voting as a separate classwhich individuals shall initially be Axxxx Xxxx, are entitled to elect one (1) director of the CompanyOxxxxx Xxxxx, the individual designated by such Series A HoldersVxxxxxx Xxxx and Axxxxxx Xxxx, so long as 750,000 Velocitas, together with its Affiliates, continues to beneficially own, on a fully-diluted as-converted and as-exercised basis, a number of shares of Series A Preferred Common Stock remain outstandingequal to at least fifty percent (50%) of the sum of the aggregate number (as adjusted for all stock splits, who dividends, combinations, recapitalizations and the like) of shares of Common Stock (i) acquired by Velocitas and its Affiliates under the Purchase Agreement that are designated as Assignment Shares, (ii) issuable upon conversion of the Warrant acquired by Velocitas pursuant to the Purchase Agreement and (iii) upon conversion of the Notes issued to Velocitas pursuant to the Purchase Agreement; provided, that, in the event that the total number of directors comprising the Board is increased to more than six (6) directors, then subject to the required ownership threshold set forth above, Velocitas shall initially be Xxxxxx Xxxxx;entitled to appoint an additional number of directors such that the total number of directors appointed by Velocitas, after giving effect to such increase of number of directors, equals the sum of one and the number of directors comprising a majority of the total number of authorized directors; and (b) Provided One person designated by the investor or group of investors (other than Velocitas and its Affiliates) that Quantum holds more than 340,938 shares of purchase either Series B Preferred Stock pursuant to the Purchase Agreement or Common Stock in the Private Placement (as defined in the Purchase Agreement) or pursuant to the BackStop Agreement (as defined in the Purchase Agreement) with an aggregate gross purchase price of at least one million dollars ($1,000,000.00) (the “Major Investor”), for so long as such Major Investor, together with its Affiliates, continues to beneficially own, on or before November 30a fully-diluted as-converted and as-exercised basis, 2009, and thereafter until such time as Quantum holds fewer than 340,938 a number of shares of Series B Preferred Common Stock equal to at least fifty percent (50%) of the aggregate number (as adjusted for all stock splits, dividends, combinations, recapitalizations and the like) of shares of Common Stock (subject to appropriate adjustment in the event including shares of any stock dividend, stock split, combination Common Stock issued or other similar recapitalization with respect to issuable upon conversion of the Series B Preferred Stock)) acquired by the Major Investor and its Affiliates collectively under the Purchase Agreement, Quantum in the Private Placement or pursuant to the BackStop Agreement, as applicable; provided, that, in the event, that no Major Investor is entitled to designate a member of the Board as of the expiration of the Put Option (as defined in the BackStop Agreement) in accordance with the terms and conditions of the BackStop Agreement, then the remaining members of Board shall be entitled to elect one (1) director cause an “independent director” under Rule 303A.02 of the Corporation (the “Series B Director”), who shall initially NYSE Listed Company Manual or NASDAQ Marketplace Rule 4200a(15) to be Xxxxx Xxxxxxx; provided however, in the event that Quantum does not hold more than 340,938 shares of Series B Preferred Stock on or before November 30, 2009, or any time thereafter holds less than 340,938 shares of Series B Preferred Stock, the Series B Director may be elected by named as a majority member of the holders of record of the Shares of Series 13 Preferred Stock subject to Board promptly following such proposed Series B Director being approved by each of Xxx Xxxxxxx, the Series A Director (as defined below) and the ABV Director (as defined below); (c) At each election of directors in which the holders of Common Stock and/or any other class or series of voting stock (including the Series A Preferred Stock and Series B Preferred Stock), voting together as a single class, are entitled to elect directors of the Company, the Stockholders shall vote all of their respective Shares so as to elect (i) one (1) director appointed by ABV (the “ABV Director”) so long as it holds at least an aggregate of 750,000 Shares of Common Stock or Preferred Stock on an as-converted basis, which shall initially be Xxxxxxxx X. Xxxxxdate; (ii) Xxx Xxxxxxx (so long as he remains Employed by the Company (as defined below)), (iii) two (2) directors appointed by Xxx Xxxxxxx, and (iv) one (1) person who is not employed by the Company and who is nominated by mutual agreement of Xxx Xxxxxxx and the other Board members. If Xxx Xxxxxxx resigns from the Company, he will retainand

Board Composition. Each Stockholder agrees to vote, or cause to be voted, all Shares (as defined below) 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 Series A Holders (excluding the shares held by Ascent Biomedical Ventures I., LP, or Ascent Biomedical Ventures NY I, LP (collectively “ABV”) if any)Preferred Stock, voting as a separate class, are entitled to elect one (1) director four directors of the Company, the (i) one individual designated by such Series A HoldersSV Life Sciences, so long as 750,000 SV Life Sciences, together with its affiliates continues to hold shares of Series A Preferred Stock remain outstandingStock, who which individual shall initially be Xxxxx Xxxxx, (ii) one individual designated by Novo A/S, so long as Novo A/S, together with its affiliates continues to hold shares of Series A Preferred Stock, which individual shall initially be Xxxxxx XxxxxDyrberg, (iii) one individual designated by HBM BioVentures (Cayman) Ltd., so long as HBM BioVentures (Cayman) Ltd., together with its affiliates continues to hold shares of Series A Preferred Stock, which individual shall initially be Xxxx Xxxxx and (iv) one individual who is not otherwise an Affiliate (as defined below) of the Company, who is designated by a majority of the Series A Directors; (b) Provided that Quantum holds more than 340,938 shares of Series B Preferred Stock on or before November 30, 2009, and thereafter until such time as Quantum holds fewer than 340,938 shares of Series B Preferred Stock (subject to appropriate adjustment in the event of any stock dividend, stock split, combination or other similar recapitalization with respect to the Series B Preferred Stock), Quantum shall be entitled to elect one (1) director of the Corporation (the “Series B Director”)The Company’s Chief Executive Officer, who shall initially be Xxxxx Xxxxxxx; Xxxxx (the “CEO Director”), provided however, in that if for any reason the event that Quantum does not hold more than 340,938 shares of Series B Preferred Stock on or before November 30, 2009, or any time thereafter holds less than 340,938 shares of Series B Preferred Stock, CEO Director shall cease to serve as the Series B Director may be elected by a majority Chief Executive Officer of the holders of record Company, each of the Stockholders shall promptly vote their respective Shares (i) to remove the former Chief Executive Officer from the Board if such person has not resigned as a member of Series 13 Preferred Stock subject the Board and (ii) to elect such proposed Series B Director being approved by each person’s replacement as Chief Executive Officer of Xxx Xxxxxxx, the Series A Director (Company as defined below) and the ABV Director (as defined below)new CEO Director; (c) At each election of directors in which One individual designated by the holders of a majority of the outstanding shares of Common Stock and/or any other class or series of voting stock (including the and Series A Preferred Stock and Series B Preferred Stock), voting together as a single class, are entitled to elect directors of the Company, the Stockholders shall vote all of their respective Shares so as to elect (i) one (1) director appointed by ABV (the “ABV Director”) so long as it holds at least an aggregate of 750,000 Shares of Common Stock or Preferred Stock on an as-converted basis, which shall initially be Xxxxxxxx X. Xxxxx; (ii) Xxx Xxxxxxx (so long as he remains Employed by the Company (as defined below)), (iii) two (2) directors appointed by Xxx Xxxxxxx, and (iv) one (1) person who is not employed by otherwise an Affiliate of the Company and who is nominated acceptable to SV Life Sciences, which individual shall initially be Xxxxx Xxxxx; and (d) One individual designated by mutual agreement the holders of Xxx Xxxxxxx a majority of the outstanding shares of Common Stock and Series A Preferred Stock, voting together as a single class, who is not otherwise an Affiliate of the other Board members. If Xxx Xxxxxxx resigns from Company or of any Investor and who is mutually acceptable to at least two of the Company, he will retainInvestors entitled to designate directors pursuant to Section 1.1(a).

Board Composition. Each Stockholder agrees to vote, or cause to be voted, shall vote all Shares voting securities (including all voting Shares) owned by such Stockholder, Stockholder or over which such Stockholder has voting control, from time and shall take all other necessary or desirable actions within his, her or its control (including in his, her or its capacity as a stockholder, director, member of a board committee, officer of the Company or otherwise), and the Company shall take all necessary or desirable actions within its control, to time ensure that: (i) the number of directors constituting the board of directors of the Company (each a “Director” and, collectively, the “Board”) is fixed and remains at all timestimes at five (5) Directors; and (ii) the Board shall at all times be comprised of one individual (each, in whatever manner as shall be necessary to ensure that a “Designated Director”) designated by each Stockholder who then holds at each annual or special meeting of stockholders at which an election of directors is held or pursuant to any written consent least 20% of the stockholdersshares of Class B Common Stock then outstanding (each, a “Designating Stockholder”); provided, that each of Jxxxx Xxxxxxx, Hxxxxx X. Xxxxxxx and each other Stockholder other than the following persons shall Lead Investor (for so long as they respectively hold at least 20% of the outstanding shares of Class B Common Stock and therefore qualify as a Designated Stockholder) may only designate themselves for election to the Board and may not designate another individual to be elected to the Board: (a) At each election Board without the prior consent of directors in which the Series A Holders (excluding Lead Investor. If any Stockholder no longer holds at least 20% of the shares held by Ascent Biomedical Ventures I., LP, or Ascent Biomedical Ventures NY I, LP (collectively “ABV”) if any), voting as of Class B Common Stock outstanding and therefore loses the right to designate a separate class, are entitled Director for election to elect one (1) director the Board then such Stockholder shall no longer be deemed a Designating Stockholder hereunder. If no other Stockholder holds a sufficient percentage of the Company, the individual designated by such Series A Holders, so long as 750,000 outstanding shares of Series A Preferred Class B Stock remain outstanding, who shall initially be Xxxxxx Xxxxx; (b) Provided that Quantum holds more than 340,938 shares of Series B Preferred Stock on or before November 30, 2009, and thereafter until such time as Quantum holds fewer than 340,938 shares of Series B Preferred Stock (subject to appropriate adjustment in the event of any stock dividend, stock split, combination or other similar recapitalization with respect succeed to the Series B Preferred Stock)right of the former Designating Stockholder, Quantum then the Lead Investor shall succeed to the rights of such former Designating Stockholder and shall be entitled to elect one (1) director of remove and replace any Director previously designated for election to the Corporation (Board by the “Series B Director”), who shall initially be Xxxxx Xxxxxxx; provided however, in former Designating Stockholder and to designate the event that Quantum does not hold more than 340,938 shares of Series B Preferred Stock Director to fill the seat on or before November 30, 2009, or any time thereafter holds less than 340,938 shares of Series B Preferred Stock, the Series B Director may be elected by a majority of the holders of record of the Shares of Series 13 Preferred Stock subject to such proposed Series B Director being approved by each of Xxx Xxxxxxx, the Series A Director (as defined below) and the ABV Director (as defined below); (c) At each election of directors in Board which the holders of Common Stock and/or any other class or series of voting stock (including the Series A Preferred Stock and Series B Preferred Stock), voting together as a single class, are former Designating Stockholder previously was entitled to elect directors of the Company, the Stockholders shall vote all of their respective Shares so as to elect (i) one (1) director appointed by ABV (the “ABV Director”) so long as it holds at least an aggregate of 750,000 Shares of Common Stock or Preferred Stock on an as-converted basis, which shall initially be Xxxxxxxx X. Xxxxx; (ii) Xxx Xxxxxxx (so long as he remains Employed by the Company (as defined below)), (iii) two (2) directors appointed by Xxx Xxxxxxx, and (iv) one (1) person who is not employed by the Company and who is nominated by mutual agreement of Xxx Xxxxxxx and the other Board members. If Xxx Xxxxxxx resigns from the Company, he will retainfill.

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 6, the following persons shall be elected to the Board: (a) At each election As the Preferred Directors, two persons designated from time to time by the holders of directors in which the Series A Holders (excluding the shares held by Ascent Biomedical Ventures I., LP, or Ascent Biomedical Ventures NY I, LP (collectively “ABV”) if any), voting as a separate class, are entitled to elect one (1) director majority of the Company, the individual designated by such Series A Holders, so long as 750,000 then outstanding shares of Series A Preferred Stock remain outstanding(the “Requisite Series A Holders”), who for so long as such Stockholders and their Affiliates (as defined below) continue to own beneficially 363,700 shares of Series A Preferred Stock (including shares of Class A Voting Common Stock issued or issuable upon conversion of the Preferred Stock), which individuals initially shall initially be Xxxx Xxxxxxx and Xxxx Xxxxxxxxx. Notwithstanding the foregoing, to the extent Xxxx Xxxxxxx and/or Xxxx Xxxxxxxxx should cease to be active members of the Board, then the Requisite Series A Holders shall have the right to appoint interim Board members which shall be either Xxx Xxxx, XxXxxx Xxxxx, Xxxxx Xxx Ha or Xxxxxx Xxxxx;Xxxxxx (or any other employee of TZP Group Investments, L.P. and/or TZP Group Holdings, L.P. and/or their respective Affiliates (collectively, “TZP”) to the extent these individuals are not actively employed by TZP at such date). Following this interim appointment, the Requisite Series A Holders will have up to 30 days to propose candidate(s) for its permanent Board appointee(s), and Xxxx Phoenix and Xxxxxx Xxxxxx (together, the “Approving Stockholders”) will have up to 14 days for the opportunity to meet and approve such member(s). To the extent the permanent Board candidates are not “accepted” by the Approving Stockholders, then the Requisite Series A Holders shall have the right to deem its interim appointees as permanent. (b) Provided that Quantum holds more than 340,938 As the Common Directors, two persons designated from time to time by the holders of a majority of the shares of Series B Preferred Class A Voting Common Stock on not held by TZP or before November 30, 2009, and thereafter until such time as Quantum holds fewer than 340,938 shares of Series B Preferred Stock its assignees (the “Common Majority”) (subject to appropriate adjustment in for any stock splits, stock dividends, combinations, recapitalizations and the event like), which individuals initially shall be Xxxx Phoenix and Xxxxxx Xxxxxx. (c) As the Mutual Director, one person not otherwise an Affiliate of the Company or of any stock dividend, stock split, combination or other similar recapitalization with respect Investor who is nominated from time to time by the Series B Preferred Stock), Quantum shall be entitled to elect one (1) director of the Corporation (the “Series B Director”), who shall initially be Xxxxx Xxxxxxx; provided however, in the event that Quantum does not hold more than 340,938 shares of Series B Preferred Stock on or before November 30, 2009, or any time thereafter holds less than 340,938 shares of Series B Preferred Stock, the Series B Director may be elected by a majority of the holders of record of the Shares of Series 13 Preferred Stock subject to such proposed Series B Director being approved by each of Xxx Xxxxxxx, the Requisite Series A Director Holders, for so long as such Series A Preferred Stockholders and their Affiliates (as defined below) and the ABV Director (as defined below); (c) At each election continue to own beneficially 363,700 shares of directors in which the holders of Common Stock and/or any other class or series of voting stock (including the Series A Preferred Stock and Series B (including shares of Class A Voting Common Stock issued or issuable upon conversion of the Preferred Stock), voting together as a single classwhich individual shall be reasonably acceptable to the Common Majority. To the extent that any of clauses (a) through (c) above shall not be applicable, are 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 elect directors of the Companyvote thereon in accordance with, and pursuant to, the Stockholders shall vote all Restated Certificate. For purposes of their respective Shares so as to elect this Agreement, an individual, firm, corporation, partnership, association, limited liability company, trust or any other entity (i) one (1) director appointed by ABV (the collectively, a “ABV DirectorPerson”) so long as it holds at least an aggregate of 750,000 Shares of Common Stock or Preferred Stock on an as-converted basis, which shall initially be Xxxxxxxx X. Xxxxx; (ii) Xxx Xxxxxxx (so long as he remains Employed by the Company (as defined below)), (iii) two (2) directors appointed by Xxx Xxxxxxx, and (iv) one (1) person who is not employed by the Company and who is nominated by mutual agreement of Xxx Xxxxxxx and the other Board members. If Xxx Xxxxxxx resigns from the Company, he will retaindeemed an

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 As the Series A Holders first Preferred Director, one person designated from time to time by Neglected Climate Opportunities LLC and its Affiliates (excluding the shares held by Ascent Biomedical Ventures I., LP, or Ascent Biomedical Ventures NY I, LP as defined below) (collectively “ABVNCO”) if any), voting for so long as such Stockholder and its Affiliates continue to own beneficially an aggregate of at least 2,000 shares of Common Stock (including shares of Common Stock issued or issuable upon conversion of the Preferred Stock), which number is subject to appropriate adjustment for any stock splits, stock dividends, combinations, recapitalizations and the like, which individual shall initially be Xxxx Xxxxx; and (b) As the second Preferred Director, one person designated from time to time by Tripple Extension Unit Trust and its Affiliates (as defined below) (“Tripple”), for so long as such Stockholder and its Affiliates continue to own beneficially an aggregate of at least 600 shares of Common Stock (including shares of Common Stock issued or issuable upon conversion of the Preferred Stock), which number is subject to appropriate adjustment for any stock splits, stock dividends, combinations, recapitalizations and the like, which individual shall initially be Xxxxxxx Xxxxxxx; and (c) As the Common Directors, (i) one person designated from time to time by the holders of a separate classmajority of the Common Stock outstanding, are entitled which shall initially be Xxxxxx Xxxxxx, and (ii) the Company’s Chief Executive Officer, who as of the date of this Agreement is Xxxxxx Xxxxxx (the “CEO Director”), provided that if for any reason the CEO Director shall cease to elect one (1) director serve as the Chief Executive Officer of the Company, each of the Stockholders shall promptly vote their respective Shares (i) to remove the former Chief Executive Officer of the Company from the Board if such 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; and (d) As the Independent Director, one individual not otherwise an Affiliate of the Company or of any Investor who is designated from time to time by such Series A Holdersthe Common Directors, so long as 750,000 shares of Series A Preferred Stock remain outstandingwith approval from NCO, who shall initially be Xxxxxx Xxxxx;vacant. To the extent that any of clauses (ba) Provided that Quantum holds more than 340,938 shares of Series B Preferred Stock on or before November 30, 2009, and thereafter until such time as Quantum holds fewer than 340,938 shares of Series B Preferred Stock (subject to appropriate adjustment in the event of any stock dividend, stock split, combination or other similar recapitalization with respect to the Series B Preferred Stock), Quantum shall be entitled to elect one (1) director of the Corporation (the “Series B Director”), who shall initially be Xxxxx Xxxxxxx; provided however, in the event that Quantum does not hold more than 340,938 shares of Series B Preferred Stock on or before November 30, 2009, or any time thereafter holds less than 340,938 shares of Series B Preferred Stock, the Series B Director may be elected by a majority of the holders of record of the Shares of Series 13 Preferred Stock subject to such proposed Series B Director being approved by each of Xxx Xxxxxxx, the Series A Director (as defined below) and the ABV Director (as defined below); through (c) At each election above shall not be applicable, any member of directors the Board who would otherwise have been designated in which accordance with the holders terms thereof shall instead be voted upon by all the Stockholders of Common Stock and/or the Company entitled to vote thereon in accordance with, and pursuant to, the Restated Certificate. For purposes of this Agreement, an individual, firm, corporation, partnership, association, limited liability company, trust or any other class or series of voting stock entity (including the Series A Preferred Stock and Series B Preferred Stock)collectively, voting together as a single class, are entitled to elect directors of the Company, the Stockholders shall vote all of their respective Shares so as to elect (i) one (1) director appointed by ABV (the “ABV DirectorPerson”) so long as it holds at least shall be deemed an aggregate “Affiliate” of 750,000 Shares 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, director or trustee of Common Stock or Preferred Stock on an as-converted basis, which shall initially be Xxxxxxxx X. Xxxxx; (ii) Xxx Xxxxxxx (so long as he remains Employed by the Company (as defined below)), (iii) two (2) directors appointed by Xxx Xxxxxxx, and (iv) one (1) person who is not employed by the Company and who is nominated by mutual agreement of Xxx Xxxxxxx and the other Board members. If Xxx Xxxxxxx resigns from the Company, he will retainsuch 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 of directors in which the Series A Holders Four persons designated by Velocitas Partners, LLC (excluding the shares held by Ascent Biomedical Ventures I., LP, or Ascent Biomedical Ventures NY I, LP (collectively “ABVVelocitas”) if any), voting as a separate classwhich individuals shall initially be Xxxxx Xxxx, are entitled to elect one (1) director of the CompanyXxxxxx Xxxxx, the individual designated by such Series A HoldersXxxxxxx Xxxx and Xxxxxxx Xxxx, so long as 750,000 Velocitas, together with its Affiliates, continues to beneficially own, on a fully-diluted as-converted and as-exercised basis, a number of shares of Series A Preferred Common Stock remain outstandingequal to at least fifty percent (50%) of the sum of the aggregate number (as adjusted for all stock splits, who dividends, combinations, recapitalizations and the like) of shares of Common Stock (i) acquired by Velocitas and its Affiliates under the Purchase Agreement that are designated as Assignment Shares, (ii) issuable upon conversion of the Warrant acquired by Velocitas pursuant to the Purchase Agreement and (iii) upon conversion of the Notes issued to Velocitas pursuant to the Purchase Agreement; provided, that, in the event that the total number of directors comprising the Board is increased to more than six (6) directors, then subject to the required ownership threshold set forth above, Velocitas shall initially be Xxxxxx Xxxxx;entitled to appoint an additional number of directors such that the total number of directors appointed by Velocitas, after giving effect to such increase of number of directors, equals the sum of one and the number of directors comprising a majority of the total number of authorized directors; and (b) Provided One person designated by the investor or group of investors (other than Velocitas and its Affiliates) that Quantum holds more than 340,938 shares of purchase either Series B Preferred Stock pursuant to the Purchase Agreement or Common Stock in the Private Placement (as defined in the Purchase Agreement) or pursuant to the BackStop Agreement (as defined in the Purchase Agreement) with an aggregate gross purchase price of at least one million dollars ($1,000,000.00) (the “Major Investor”), for so long as such Major Investor, together with its Affiliates, continues to beneficially own, on or before November 30a fully-diluted as-converted and as-exercised basis, 2009, and thereafter until such time as Quantum holds fewer than 340,938 a number of shares of Series B Preferred Common Stock equal to at least fifty percent (50%) of the aggregate number (as adjusted for all stock splits, dividends, combinations, recapitalizations and the like) of shares of Common Stock (subject to appropriate adjustment in the event including shares of any stock dividend, stock split, combination Common Stock issued or other similar recapitalization with respect to issuable upon conversion of the Series B Preferred Stock)) acquired by the Major Investor and its Affiliates collectively under the Purchase Agreement, Quantum in the Private Placement or pursuant to the BackStop Agreement, as applicable; provided, that, in the event, that no Major Investor is entitled to designate a member of the Board as of the expiration of the Put Option (as defined in the BackStop Agreement) in accordance with the terms and conditions of the BackStop Agreement, then the remaining members of Board shall be entitled to elect one (1) director cause an “independent director” under Rule 303A.02 of the Corporation (the “Series B Director”), who shall initially NYSE Listed Company Manual or NASDAQ Marketplace Rule 4200a(15) to be Xxxxx Xxxxxxx; provided however, in the event that Quantum does not hold more than 340,938 shares of Series B Preferred Stock on or before November 30, 2009, or any time thereafter holds less than 340,938 shares of Series B Preferred Stock, the Series B Director may be elected by named as a majority member of the holders of record of the Shares of Series 13 Preferred Stock subject to Board promptly following such proposed Series B Director being approved by each of Xxx Xxxxxxx, the Series A Director (as defined below) and the ABV Director (as defined below);date; and (c) At each election Xxxxxxx X. Xxxxx (“Xx. Xxxxx”) or one person appointed by Xx. Xxxxx, for so long as Xx. Xxxxx, Xxxxxxx X. Xxxxx, Hero Nominees, Centric Capital Ventures LLC and their Affiliates (collectively, the “Sacks Affiliates”) continue to beneficially own, on a fully-diluted as-converted and as-exercised basis, a number of directors in which the holders shares of Common Stock and/or any other class or series of voting stock equal to at least fifty percent (including the Series A Preferred Stock and Series B Preferred Stock), voting together as a single class, are entitled to elect directors 50%) of the Companyaggregate number (as adjusted for all stock splits, dividends, combinations, recapitalizations and the Stockholders shall vote all like) of their respective Shares so as to elect (i) one (1) director appointed by ABV (the “ABV Director”) so long as it holds at least an aggregate of 750,000 Shares shares of Common Stock or Preferred Stock on an as-converted basis, which shall initially be Xxxxxxxx X. Xxxxx; (ii) Xxx Xxxxxxx (so long as he remains Employed owned by the Sacks Affiliates as of the date hereof. To the extent that any of clauses (a) through (c) 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 (as defined below)), (iii) two (2) directors appointed by Xxx Xxxxxxxentitled to vote thereon in accordance with, and pursuant to, the Articles. For purposes of this Agreement, an individual, firm, corporation, partnership, association, limited liability company, trust or any other entity (ivcollectively, 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 (1) person who is not employed by or more general partners or managing members of, or shares the Company and who is nominated by mutual agreement of Xxx Xxxxxxx and the other Board members. If Xxx Xxxxxxx resigns from the Companysame management company with, he will retainsuch 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 BoardBoard of Directors: (a) At each election of directors in which the Series A Holders (excluding the shares held by Ascent Biomedical Ventures I., LP, or Ascent Biomedical Ventures NY I, LP (collectively “ABV”) if any), voting as a separate class, are entitled to elect one (1) director of the Company, the individual designated by such Series A Holders, so So long as 750,000 any shares of Series A Preferred Stock remain outstanding, who one individual designated by the holders of a majority of the outstanding shares of Series A Preferred Stock (the “Series A Director”) which individual shall initially be Xxxxxx Xxxxx;Xxxxx X. Xxxxxxx, such designee to be treated as the member of the Board of Directors subject to election solely by the holders of the Series A Preferred Stock pursuant to the first sentence of Article Fourth, Part B, Section 3.2 of the Restated Certificate. (b) Provided that Quantum holds more than 340,938 So long as any shares of Series B Preferred Stock on or before November 30remain outstanding, 2009one individual designated by KPCB Holdings, Inc., as nominee (“KPCB”), which individual shall initially be Xxxxxxx Xxxx, and thereafter until such time as Quantum holds fewer than 340,938 shares of Series B Preferred Stock one individual designated by Oxford Bioscience Partners V L.P. (subject to appropriate adjustment in the event of any stock dividend, stock split, combination or other similar recapitalization with respect to the Series B Preferred Stock“Oxford”), Quantum which individual shall initially be entitled to elect one (1) director Xxxxxxx X. Xxxxx, Ph.D, and following the resignation of the Corporation Xx. Xxxxx shall thereafter initially be Xxxxxxx X. Xxxxx (the “Series B DirectorDirectors”), such designees to be treated as the members of the Board of Directors subject to election solely by the holders of the Series B Preferred Stock pursuant to the first sentence of Article Fourth, Part B, Section 3.2 of the Restated Certificate; (c) So long as at least 1,312,284 shares of Series C Preferred Stock are outstanding, (i) so long as GGF holds any shares of Series C Preferred Stock, one individual designated by GGF, which individual shall initially be Xxx Xxxxxxxx, and (ii) so long as OEP holds any shares of Series C Preferred Stock, one individual designated by OEP, which individual shall initially be Xxx Xxxxx (the “Series C Directors”), such designees to be treated as the members of the Board of Directors subject to election solely by the holders of the Series C Preferred Stock pursuant to the first sentence of Article Fourth, Part B, Section 3.2 of the Restated Certificate; (d) The Company’s Chief Executive Officer, who shall initially be Xxxxx Xxxxxxx; provided however, in Xxxxxx X. Xxxxxxxx (the event that Quantum does not hold more than 340,938 shares of Series B Preferred Stock on or before November 30, 2009, or any time thereafter holds less than 340,938 shares of Series B Preferred Stock, the Series B Director may be elected by a majority of the holders of record of the Shares of Series 13 Preferred Stock subject to such proposed Series B Director being approved by each of Xxx Xxxxxxx, the Series A Director (as defined below“CEO Director”) and the ABV Director Company’s Chairperson, who shall initially be Xxxx X. Xxxxxxxx (the “Chairperson Director” and, together with the CEO Director, the “Common Directors”), such directors to be treated as defined below); (c) At each the members of the Board of Directors subject to election of directors in which solely by the holders of Common Stock and/or pursuant to the first sentence of Article Fourth, Part B, Section 3.2 of the Restated Certificate; provided, that if for any other class reason the CEO Director or series Chairperson Director shall cease to serve as the Chief Executive Officer or Chairperson of voting stock the Company, as applicable, each of the Stockholders shall promptly vote their respective Shares (including i) to remove the Series A Preferred former Chief Executive Officer or Chairperson, as applicable, from the Board of Directors if such person has not resigned as a member of the Board of Directors and (ii) to elect such person’s replacement as Chief Executive Officer or Chairperson of the Company as the new CEO Director and Chairperson Director, as applicable; and provided, further, that if the same individual holds the positions of both Chief Executive Officer and Chairperson of the Company at the same time, the holders of a majority of the outstanding shares of Common Stock shall designate the person to fill the vacancy created by such circumstances; and (e) Two individuals, each of whom is not otherwise an Affiliate of the Company or of any Stockholder (and one of whom shall initially be Xxxxxx Xxxxxxxxxx), each of whom is (i) designated by the holders of a majority of the outstanding shares of Common Stock and Series B (ii) approved by the holders of fifty-five percent (55%) of the outstanding shares of Preferred Stock), voting together as a single class, are entitled to elect directors of the Company, the Stockholders shall vote all of their respective Shares so as to elect (i) one (1) director appointed by ABV (the “ABV Director”) so long as it holds at least an aggregate of 750,000 Shares of Common Stock or Preferred Stock class and on an as-converted basis. To the extent that any of clauses (a) through (e) above shall not be applicable, which any member of the Board of Directors who would otherwise have been designated in accordance with the terms thereof shall initially instead be Xxxxxxxx X. Xxxxx; (ii) Xxx Xxxxxxx (so long as he remains Employed voted upon by all the stockholders of the Company (as defined below)), (iii) two (2) directors appointed by Xxx Xxxxxxxentitled to vote thereon in accordance with, and (iv) one (1) person who is not employed by pursuant to, the Company and who is nominated by mutual agreement of Xxx Xxxxxxx and the other Board members. If Xxx Xxxxxxx resigns from the Company, he will retainRestated Certificate.

Board Composition. Each Stockholder agrees to vote, or cause to be voted, all Shares Capital Stock 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 Persons shall be elected to the Board: (a) At each election of directors in which The Company’s Chief Executive Officer (the Series A Holders (excluding the shares held by Ascent Biomedical Ventures I., LP, or Ascent Biomedical Ventures NY I, LP (collectively “ABVCEO Director”) if any), voting provided that if for any reason the CEO Director shall cease to serve as a separate class, are entitled to elect one (1) director the Chief Executive Officer of the Company, each of the individual designated by such Series A Holders, so long as 750,000 Stockholders shall promptly vote their respective shares of Series A Preferred Capital Stock remain outstanding(i) to remove the former Chief Executive Officer from the Board if such 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, who which individual shall initially be Xxxxxx Xxxxx;Xxxx X. Xxxxxxx. (b) Provided that Quantum holds more than 340,938 shares Two individuals designated by the holders of Series B Preferred Stock on or before November 30, 2009, and thereafter until such time as Quantum holds fewer than 340,938 shares of the Series B Preferred Stock (subject to appropriate adjustment in the event of any stock dividend, stock split, combination or other similar recapitalization with respect to the Series B Preferred Stock), Quantum shall be entitled to elect one (1) director of the Corporation (the “Series B DirectorDirectors”)) as follows: (i) For so long as Xxxxxxxx Ventures, who shall initially be Xxxxx Xxxxxxx; provided however, in LLC (“EV”) or its Affiliates holds at least five percent (5%) of the event that Quantum does not hold more than 340,938 shares of Series B Preferred Stock on or before November 30, 2009, or any time thereafter holds less than 340,938 issued and outstanding shares of Series B Preferred Stock, EV shall have the right to designate one individual (the “EV Director”), which individual shall initially be Xxxx Xxxxxxxx. (ii) For so long as RA Capital Healthcare Fund, LP (“RA Capital”) or its Affiliates holds at least five percent (5%) of the outstanding shares of Series B Preferred Stock, RA Capital shall have the right to designate one individual (the “RA Capital Director”), which individual shall initially be Xxxxx Xxxxxxxxxx. (c) Two individuals designated by the holders of the Series A Preferred Stock (the “Series A/B Directors” and together with the Series B Director may Directors, the “Preferred Directors”) as follows: (i) for so long as MedImmune Ventures, Inc. or its Affiliates (“MEVE”) holds at least five percent (5%) of the outstanding shares of Series A Preferred Stock, MEVE shall have the right to designate one individual (the “MEVE Director”), which individual shall initially be elected Xxx Xxxxxx, M.D.; (ii) for so long as Hatteras Venture Partners IV SBIC, L.P. or its Affiliates (“Hatteras”) holds at least five percent (5%) of the outstanding shares of Series A Preferred Stock, Hatteras shall have the right to designate one individual (the “HVP Director”), which individual shall initially be Xxxxxxx Xxxxxxx, Ph.D. (d) One individual who shall be an independent outsider who is not an employee, officer, stockholder or otherwise an Affiliate of the Company or any Investor, designated by a majority of the holders of record Board (including at least one of the Shares of Series 13 Preferred Stock subject to such proposed Series B Director being approved by each of Xxx Xxxxxxx, the Series A Director (as defined belowDirectors) and the ABV Director (as defined below); (c) At each election of directors in which elected by the holders of Common Stock and/or any other class or series a majority of voting the capital stock (including of the Series A Preferred Stock and Series B Preferred Stock), Company voting together as a single classclass on an as converted to Common Stock basis, are entitled to elect directors of the Company, the Stockholders which individual shall vote all of their respective Shares so as to elect (i) one (1) director appointed by ABV initially be Xxxx Xxxxxxx (the “ABV Independent Director”). The Independent Director shall serve initially as the Chairman of the Board. To the extent that any of clauses (a) so long as it holds at least an aggregate through (d) above shall not be applicable, any member of 750,000 Shares the Board who would otherwise have been designated in accordance with the terms thereof shall instead be voted upon by all the stockholders of Common Stock or Preferred Stock on an as-converted basis, which shall initially be Xxxxxxxx X. Xxxxx; (ii) Xxx Xxxxxxx (so long as he remains Employed by the Company (as defined below)), (iii) two (2) directors appointed by Xxx Xxxxxxx, and (iv) one (1) person who is not employed by the Company and who is nominated by mutual agreement of Xxx Xxxxxxx and the other Board members. If Xxx Xxxxxxx resigns from the Company, he will retainentitled to vote thereon.