Common use of Board Composition Clause in Contracts

Board Composition. 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 Investor, or over which such Investor 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 of the Company, the following persons shall be elected to the Board: (a) So long as Spring Mountain Capital (“Spring Mountain”) owns shares of Preferred Stock, two (2) individuals designated by Spring Mountain, who shall initially be Dr. Avi Faliks and Xxxxx X. Xxxxxx; (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; 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 Preferred Stock entitled to vote thereon in 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 (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. From and after the Closing (as such term is defined in the Purchase Agreement), each Investor Each Stockholder agrees to vote, or cause to be voted, all Shares owned by such InvestorStockholder, or over which such Investor 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 of the Companystockholders, subject to Section 5, the following persons shall be elected to the Board: (a) So For so long as Spring Mountain Capital (“Spring Mountain”) owns the Investors hold any shares of Preferred Stock, two (2) individuals designated by Spring Mountain, who shall initially be Dr. Avi Faliks and Xxxxx X. Xxxxxx; (b) So long as Associated Private Equity LLC (“Associated”) owns shares of Preferred Stock , one (1) individual designated from time to time by Associatedthe holders of a majority of the shares of Preferred Stock held by the Investors, who which individual shall initially be Xxxxxxx Xxxxxxx; (b) For so long as the Key Holders hold any shares of Class B Common Stock, one (1) individual designated from time to time by the holders of a majority of the shares of Class B Common Stock held by the Key Holders, which individual shall initially be Xxxx XxxxxxxxxXxxxxx; and (c) 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 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 To the extent that any of the appointment rights set forth in clauses (a) and through (bc) above shall no longer not be applicable due to the applicable Investor no longer holding Preferred Stockapplicable, 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 Stockholders of the Company’s Preferred Stock Company entitled to vote thereon in 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 (collectively, a “Person”) shall be deemed an “Affiliate” of another Person who, directly or indirectly, controls, is controlled by or is under common control with such Person, including, without limitation, any general partner, managing member, officer officer, director or director trustee of such Person Person, or any venture capital fund or registered investment company now or hereafter existing that is controlled by one (1) or more general partners or partners, managing members or investment advisers of, or shares the same management company or investment adviser with, such Person.

Board Composition. From and after the Closing (as such term is defined in the Purchase Agreement), each Investor Each Stockholder agrees to vote, or cause to be voted, all Shares owned by such InvestorStockholder, or over which such Investor 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 stockholders, for one person designated by Pan-African Investment Company, LLC (“PIC”) to serve as a member of the Company’s Board, which individual shall initially be Xxxx X. Xxxx, for so long as PIC and its Affiliates continue to own beneficially at least 2% of the issued and outstanding shares of Common Stock of the Company, which number is subject to appropriate adjustment for all stock splits, dividends, combinations, recapitalizations and the following persons shall be elected to the Board: (a) So long as Spring Mountain Capital (“Spring Mountain”) owns shares of Preferred Stock, two (2) individuals designated by Spring Mountain, who shall initially be Dr. Avi Faliks and Xxxxx X. Xxxxxx; (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; like. To the extent that any of the appointment rights set forth in clauses (a) and (b) above foregoing sentence shall no longer not be applicable due to the applicable Investor no longer holding Preferred Stockapplicable, 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 Preferred Stock stockholders of the Company entitled to vote thereon in accordance with, and pursuant to, the Company’s certificate of incorporation (the “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.

Board Composition. From and after the Closing (as such term is defined in the Purchase Agreement), each Investor Each Stockholder agrees to vote, or cause to be voted, all Shares owned by such InvestorStockholder, or over which such Investor 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 of the Companystockholders, subject to Section 5, the following persons shall be elected to the Board: (a) So long as Spring Mountain Capital (“Spring Mountain”) owns shares of Preferred Stock, two (2) individuals designated by Spring Mountain, who shall initially be Dr. Avi Faliks and Xxxxx X. Xxxxxx[***]; (b) So As the Series A-2 Directors: (i) [***]; (ii) One person designated from time to time by PureTech Health LLC, for so long as Associated Private Equity LLC such Stockholder and its Affiliates (“Associated”as defined below) owns continue to own beneficially at least 1,000,000 shares of Series A-2 Preferred Stock (such number subject to appropriate adjustment for any stock splits, one (1) stock dividends, combinations, recapitalizations and the like), which individual designated by Associated, who shall initially be Xxxx XxxxxxxxxXxxxxx; (c) [***]; (d) [***]; and (e) [***]. To the extent that any of the appointment rights set forth in clauses (a) and through (be) above shall no longer not be applicable due to the applicable Investor no longer holding Preferred Stockapplicable, 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 Stockholders of the Company’s Preferred Stock 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 (collectively, a “Person”) shall be deemed an “Affiliate” of another Person who, directly or indirectly, controls, is controlled by or is under common control with such Person, including, without limitation, any general partner, managing member, officer officer, director or director trustee of such Person Person, or any venture capital fund or registered investment company now or hereafter existing that is controlled by one or more general partners or partners, managing members or investment advisers of, or shares the same management company or investment adviser with, such Person.

Board Composition. From For purposes of this Agreement, the term “Shares” shall mean and after include any securities of the Closing (as such term is defined in Company that the Purchase Agreement)holders of which are entitled to vote for members of the Board, each Investor including without limitation, all shares of Common Stock and Series A Preferred Stock, by whatever name called, now owned or subsequently acquired by a Stockholder, however acquired, whether through stock splits, stock dividends, reclassifications, recapitalizations, similar events or otherwise. Each Stockholder agrees to vote, or cause to be voted, all Shares owned by such InvestorStockholder, or over which such Investor 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 of the Companystockholders, subject to Section 5, the following persons shall be elected to the Board: (a) So One person designated from time to time by Crystal Amber Fund Limited (“Crystal Amber”), for so long as Spring Mountain Capital such Stockholder and its Affiliates (“Spring Mountain”as defined below) owns continue to own beneficially at 5,000,000 shares of Common Stock (including shares of Common Stock issued or issuable upon conversion of Series A Preferred Stock), two (2) individuals designated by Spring Mountainwhich number is subject to appropriate adjustment for any stock splits, who stock dividends, combinations, recapitalizations and the like), which individual shall initially be Dr. Avi Faliks and Xxxxx X. Xxxx Xxxxxx; (b) So One person, who is not otherwise involved in the management of Crystal Amber, designated from time to time by Crystal Amber, for so long as Associated Private Equity LLC such Stockholder and its Affiliates (“Associated”as defined below) owns continue to own beneficially at least 5,000,000 shares of Common Stock (including shares of Common Stock issued or issuable upon conversion of Series A Preferred Stock Stock), one (1) individual designated by Associatedwhich number is subject to appropriate adjustment for any stock splits, who shall initially be Xxxx Xxxxxxxxx; stock dividends, combinations, recapitalizations and the like).1 To the extent that any of the appointment rights set forth in clauses (a) and (b) above shall no longer not be applicable due to the applicable Investor no longer holding Preferred Stockapplicable, 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 stockholders of the Company’s Preferred Stock Company entitled to vote thereon in accordance with, and pursuant to, the Second Amended and Restated Certificate of Incorporation of the Company (the “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 officer, director or director trustee of such Person Person, or any venture capital fund or registered investment company now or hereafter existing that is controlled by one or more general partners or partners, managing members or investment advisers of, or shares the same management company or investment adviser with, such Person.

Board Composition. 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 Investor, or over which such 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 E Preferred Stock (or, prior to the conversion of the Notes, with the consent of the holders of a majority of the Notes, by principal amount), 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 stockholders of the Company, the following persons shall be elected to the Board: (a) So long as Spring Mountain Capital Arrow, LLC (“Spring MountainArrow”) owns shares of Preferred Stock, two (2) individuals designated by Spring MountainArrow, who shall initially be Dr. Avi Faliks Mxxxxxx Xxx Xxxxxxxx and Xxxxx X. Xxxxxx;Cxxxxxx XxXxxxxxx; and (b) So long as Associated Private Equity LLC (“Associated”) owns shares of Preferred Stock Stock, one (1) individual designated by Associated, who shall initially be Xxxx Nxxx Xxxxxxxxx; . (c) 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 one (1) of the three (3) candidates for election to the Board by the holders of shares of Common Stock, voting as a separate class, as specified in the Series A Certificate (the “Common Directors”), and one (1) candidate for election to the Board by the holders of shares of Common Stock and of all classes and series of voting stock, voting together as a single class, as specified in the Series A Certificate (the “Joint Director”). 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 Director and Joint Director nominated by Arrow. (d) So long as Associated owns shares of Preferred Stock, Associated shall have the exclusive right, as among the holders of the Preferred Stock, to nominate two (2) of the three (3) candidates for Common Directors. Associated agrees to nominate the Company’s chief executive officer and 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 nominated by Associated. 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 Series A Certificate. The nomination rights and voting agreement set forth in clauses (c) and (d) above constitute an agreement among the Investors only, and shall in no way alter or limit the rights of any holder of Common Stock (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-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 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. From and after the Closing (as such term is defined in the Purchase Agreement), each Investor Each Stockholder agrees to vote, or cause to be voted, all Shares owned by such InvestorStockholder, or over which such Investor 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 of the Companystockholders, the following persons shall be elected to the Board: (a) So Two (2) persons designated by the holders of the Preferred Stock, which individuals shall initially be Xxxxxxx X. Xxxxxxxx and Xxxxxx X’Xxxxxx, for so long as Spring Mountain Capital such Stockholders and their Affiliates continue to own beneficially at least 754,341 shares of Common Stock of the Company (“Spring Mountain”) owns including shares of Common Stock issued or issuable upon conversion of Preferred Stock), two which number is subject to appropriate adjustment for all stock splits, dividends, combinations, recapitalizations and the like. (2b) For so long as the Key Holders hold at least any shares of Common Stock (as adjusted for any stock splits, stock dividends, recapitalizations or the like), and as long as such individuals are providing services to the Company, three (3) individual designated by Spring Mountainthe holders of a majority of the Shares of Common Stock which individual shall initially be Xxxxxxxxx Xxx, Xxxx Xxxxxxxxxxx and one vacancy; (c) The Company’s Chief Executive Officer, who shall initially be Dr. Avi Faliks Xxxxx 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 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 Xxxxx X. Xxxxxx; (bii) So long to elect such person’s replacement as Associated Private Equity LLC (“Associated”) owns shares Chief Executive Officer of Preferred Stock , one (1) individual designated by Associated, who shall initially be Xxxx Xxxxxxxxxthe Company as the new CEO Director; To and to the extent that any of the appointment rights set forth in clauses (a) and through (bc) above shall no longer not be applicable due to the applicable Investor no longer holding Preferred Stockapplicable, 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 stockholders of the Company’s Preferred Stock 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 (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. From and after Each Shareholder agrees, for so long as the Closing 20.0% Beneficial Ownership Requirement (as such term is defined in the Purchase Amended and Restated Stockholders’ Agreement)) is satisfied, each Investor agrees to vote, or cause to be voted, all Shares (as defined below) owned by such InvestorShareholder, or over which (and only to the extent that) such Investor 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 of the Company at which an election of directors is held or pursuant to any written consent of the stockholders shareholders, in favor of the Company, election of the following persons shall be elected Investor Nominee (as defined in the Amended and Restated Stockholders’ Agreement) to the Board: (a) So long as Spring Mountain Capital (. For purposes of this Agreement, the term “Spring Mountain”) owns shares of Preferred Stock, two (2) individuals designated by Spring Mountain, who Shares” shall initially be Dr. Avi Faliks mean and Xxxxx X. Xxxxxx; (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; To the extent that include any securities 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 Company the holders of the Company’s Preferred Stock which are entitled to vote thereon in accordance withvote, and pursuant toincluding without limitation, the Certificateall shares of Common Stock now owned or subsequently acquired by a Shareholder or Investor, as applicable, however acquired, whether through stock splits, stock dividends, reclassifications, recapitalizations, similar events or otherwise. 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 Person. Removal of Investor Director . Each Shareholder also agrees, for so long as the 20.0% Beneficial Ownership Requirement is controlled by one or more general partners or managing members ofsatisfied, to vote, or shares cause to be voted, all Shares owned by such Shareholder, or over which (and only to the same management company withextent that) such Shareholder has voting control, such Person.from time to time and at all times, at any annual or special meeting of the shareholders of the Company or pursuant to any written consent of the shareholders as follows:

Board Composition. From and after the Closing (as such term is defined in the Purchase Agreement), each Investor Each Shareholder agrees to vote, or cause to be voted, all Shares owned by such InvestorShareholder, or over which such Investor 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 stockholders of the Companyshareholders, subject to Section 5, the following persons shall be elected to the Board:Board:‌ (a) So For so long as Spring Mountain Capital (“Spring Mountain”) owns the Investors hold at least 1,350,000 shares of Preferred StockSeries A Preference Shares, two (2) persons designated from time to time by the majority of the Series A Preference Shares held by the Investors, which individuals designated by Spring Mountain, who shall will initially be Dr. Avi Faliks Xxxxxx Xxxxxx and Xxxxx X. Xxxxxx;Xxxxxx (the “Series A Directors”); and‌ (b) So long as Associated Private Equity LLC Four (“Associated”4) owns shares persons designated from time to time by the holders of Preferred Stock a majority of the Ordinary Shares held by the Key Holders, one (1) individual designated by Associated, who which individuals shall initially be Xxxxx Xxxxxx, Xxxxxx Xxxxxxx, Xxxx Xxxxxxxxx; Xxxxx, and Xxxxxxx Xxxxxxxxxxxxx.‌ To the extent that any of the appointment rights set forth in clauses (a) and (b) above shall no longer not be applicable due to the applicable Investor no longer holding Preferred Stockapplicable, 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 shareholders of the Company’s Preferred Stock Company entitled to vote thereon in accordance with, and pursuant to, the CertificateArticles of Association. For purposes of this Agreement, an individual, firm, corporation, partnership, association, limited liability company, trust or any other entity (collectively, a “Person”) shall be deemed an “Affiliate” of another Person who, directly or indirectly, controls, is controlled by or is under common control with such Person, including, without limitation, any general partner, managing member, officer officer, director or director trustee of such Person Person, or any venture capital fund or registered investment company now or hereafter existing that is controlled by one or more general partners or partners, managing members or investment advisers of, or shares the same management company or investment adviser with, such Person.

Board Composition. From and after the Closing (as such term is defined in the Purchase Agreement), each Investor Each Stockholder agrees to vote, or cause to be voted, all Shares owned by such InvestorStockholder, or over which such Investor 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 of the Companystockholders, the following persons shall be elected to the Board: (a) So One (1) person (the “Series A Designee”) designated by Altos Hybrid 2, L.P. or its affiliated investment funds, which individual shall initially be Hodong Nam, for so long as Spring Mountain Capital (“Spring Mountain”) owns Altos Hybrid 2, L.P. or its affiliated investment funds continue to own beneficially at least of a majority of the initially held shares of Series A Preferred Stock of the Company (including shares of Common Stock issued or issuable upon conversion of Series A Preferred Stock), two which number is subject to appropriate adjustment for all stock splits, dividends, combinations, recapitalizations and the like; and (b) Two (2) individuals designated by Spring MountainXxxxx Xxx (the “Common Designees”), who which individuals shall initially be Dr. Avi Faliks Xxxxx Xxxx and Xxxxx X. Xxxxxx; (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; Xxx. To the extent that any of the appointment rights set forth in clauses (a) and through (b) above shall no longer not be applicable due to the applicable Investor no longer holding Preferred Stockapplicable, 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 stockholders of the Company’s Preferred Stock 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 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. From and after the Closing (as such term is defined in the Purchase Agreement), each Investor Each Stockholder agrees to vote, or cause to be voted, all Shares owned by such InvestorStockholder, or over which such Investor 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 of the Companystockholders, the following persons shall be elected to the Board: (a) So One person designated by Bay City Capital Fund V, L.P. or its Affiliates (the “Bay City Designee”), for so long as Spring Mountain Bay City Capital or its Affiliates owns at least five percent (“Spring Mountain”5%) owns shares of Preferred the Company’s outstanding Common Stock, two (2) individuals designated by Spring Mountain, who which individual shall initially be Dr. Avi Faliks and Xxxxx X. Xxxxxx;Xxxx Xxxxxxxxxxx. (b) So long as Associated Private Equity LLC (“Associated”) owns shares of Preferred Stock , one (1) individual Two individuals designated by AssociatedThermoGenesis (the “ThermoGenesis Designees”), who which individuals shall initially be Xxxx XxxxxxxxxXxxxx Xx and Xxxxxxx Xxx; provided, however, that ThermoGenesis shall be entitled to designate only one ThermoGenesis Designee from and after such time as ThermoGenesis, together with its Affiliates, ceases to own at least thirty percent (30%) of the Company’s Common Stock (on an as-converted basis). To the extent that any of the appointment rights set forth in clauses (a) and (b) above shall no longer not be applicable due to the applicable Investor no longer holding Preferred Stockapplicable, 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 stockholders of the Company’s Preferred Stock Company entitled to vote thereon in accordance with, and pursuant to, the CertificateCertificate of Incorporation of the Company, as may be amended, restated or otherwise modified from time to time (the “Certificate of Incorporation”). For purposes of this Agreement, an individual, firm, corporation, partnership, association, limited liability company, trust or any other entity (collectively, a “Person”) shall be deemed an “Affiliate” of another Person who, directly or indirectly, controls, is controlled by or is under common control with such Person, including, without limitation, any general partner, managing member, officer or director of such Person or any venture capital fund now or hereafter existing that is controlled by one or more general partners or managing members of, or shares the same management company with, such Person.

Board Composition. From and after the Closing (as such term is defined in the Purchase Agreement), each Investor Each Stockholder agrees to vote, or cause to be voted, all Shares owned by such InvestorStockholder, or over which such Investor 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 of the Companystockholders, the following persons three (3) individuals designated by Axxxxx Xxxxx, which shall initially be Axxxxx Xxxxx, Jxxxxx Xxxx, and Wxxxxxx Xxxxxxxx, shall be elected to the Board: (a) So Board for so long as Spring Mountain Capital such Stockholder and his Affiliates continue to own beneficially at least ten percent (“Spring Mountain”10%) owns of all of the outstanding shares of Preferred Stock, two (2) individuals designated by Spring Mountain, who shall initially be Dr. Avi Faliks and Xxxxx X. Xxxxxx; (b) So long as Associated Private Equity LLC (“Associated”) owns shares Common Stock of Preferred Stock , one (1) individual designated by Associated, who shall initially be Xxxx Xxxxxxxxx; the Company. To the extent that any of the appointment rights set forth in clauses (a) and (b) above foregoing sentence shall no longer not be applicable due to the applicable Investor no longer holding Preferred Stockapplicable, 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 stockholders of the Company’s Preferred Stock 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 (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. From and after the Closing (as such term is defined in the Purchase Agreement), each Investor Each Stockholder agrees to vote, or cause to be voted, all Shares owned by such InvestorStockholder, or over which such Investor 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 of the Companystockholders, the following persons shall be elected to the Board: (a) So long as Spring Mountain Capital (“Spring Mountain”) owns shares of Preferred Stock, two (2) individuals designated by Spring MountainThe Company’s Chief Executive Officer, who initially shall initially be Dr. Avi Faliks Jan Goetgeluk (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 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 Xxxxx X. Xxxxxx(ii) to elect such person’s replacement as Chief Executive Officer of the Company as the new CEO Director; (b) So long as Associated Private Equity LLC (“Associated”) owns shares of Preferred Stock , one (1) One individual designated by Associatedthe Key Holders, who initially shall initially be Xxxx Xxxxxxxxx________________, (the “Key Holder Director”); To and (c) One individual (the extent that any “Preferred Director”) who is designated by the holders of a majority of the appointment rights set forth in clauses (a) and (b) above shall no longer be applicable due to outstanding shares of the applicable Investor no longer holding Preferred Stock, any member voting or acting on an as-if-converted-to-Common Stock basis (the “Majority Preferred Holders”); provided, that until such time as the Board receives a written directive from the Majority Preferred Holders designating the director to serve as the Preferred Director under this Section 1.2(c), the Preferred Director hall be an Investor who is designated by the unanimous consent of the Board who would otherwise directors that have been designated in accordance with elected or appointed to serve on the terms thereof shall instead be voted upon by all the holders of the Company’s Preferred Stock entitled Board pursuant to vote thereon in accordance with, Sections 1.2(a) and pursuant to, the Certificate. For purposes of this Agreement, an individual, firm, corporation, partnership, association, limited liability company, trust or any other entity (collectively, a “Person”1.2(b) 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 Personhereof.

Board Composition. From and after the Closing (as such term is defined in the Purchase Agreement), each Investor Each Stockholder agrees to vote, or cause to be voted, all Shares owned by such InvestorStockholder, or over which such Investor 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 of the Companystockholders, subject to Section 5, the following persons shall be elected to the Board: (a) So long as Spring Mountain Capital (“Spring Mountain”) owns shares of Preferred Stock, two (2) individuals designated by Spring Mountain, who shall initially be Dr. Avi Faliks and Xxxxx X. Xxxxxx[***]; (b) So One person designated from time to time by PureTech Health LLC (the “PureTech A-2 Designee”), for so long as Associated Private Equity LLC such Stockholder and its Affiliates (“Associated”as defined below) owns continue to own beneficially at least 1,000,000 shares of Series A-2 Preferred Stock Stock, one (1) which number is subject to appropriate adjustment for any stock splits, stock dividends, combinations, recapitalizations and the like), which individual designated by Associated, who shall initially be Xxxx Xxxxxxxxx; Xxxxxx; (c) [***]; (d) One person designated from time to time by PureTech Health LLC (the “PureTech A-1 Designee”), for so long as such Stockholder and its Affiliates (as defined below) continue to own beneficially at least 1,000,000 shares of Series A-1 Preferred Stock, which number is subject to appropriate adjustment for any stock splits, stock dividends, combinations, recapitalizations and the like), which seat shall initially be vacant; (e) [***] To the extent that any of the appointment rights set forth in clauses (a) and through (bd) above shall no longer not be applicable due to the applicable Investor no longer holding Preferred Stockapplicable, 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 stockholders of the Company’s Preferred Stock 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 (collectively, a “Person”) shall be deemed an “Affiliate” of another Person who, directly or indirectly, controls, is controlled by or is under common control with such Person, including, without limitation, any general partner, managing member, officer officer, director or director trustee of such Person Person, or any venture capital fund or registered investment company now or hereafter existing that is controlled by one or more general partners or partners, managing members or investment advisers of, or shares the same management company or investment adviser with, such Person.

Board Composition. From and after the Closing (as such term is defined in the Purchase Agreement), each Investor Each Stockholder agrees to vote, or cause to be voted, all Shares owned by such InvestorStockholder, or over which such Investor 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 of the Companystockholders, the following persons shall be elected to the Board: : (a) So long as Spring Mountain Capital (“Spring Mountain”) owns shares of Preferred StockThe Series B Director, two (2) individuals designated by Spring Mountain, who which individual shall initially be Dr. Avi Faliks and Xxxxx X. Xxxxxx;Xxxxxxxx, for so long as any shares of Series B Preferred are outstanding. (b) So long as Associated Private Equity LLC Of the four remaining Board positions, beginning thirty (30) days after the closing of the Purchase Agreement, at least two of the persons appointed to such positions will meet the requirements of an “Associated”) owns shares independent director” in accordance with the NASDAQ Global Market’s requirements for independent director. One of Preferred Stock , one (1) individual designated by Associated, who shall those “independent directors” will initially be Xxxx Xxxxxxxxx; Xxxxx Xxxxxxx. Until the other initial “independent director” is selected, Xxxxxxx X. Xxxxxx shall serve as the fifth director, and he agrees to resign when the second initial “independent director” is selected. The holders of Common Stock and the then-outstanding Series B Preferred Stock, voting together as a single class on an as-if-converted to Common Stock basis, shall be entitled to elect such four members of the Board at each meeting or pursuant to each consent of the Company’s stockholders for the election of directors. To the extent that any either of the appointment rights set forth in clauses (a) and through (b) above shall no longer not be applicable due to the applicable Investor no longer holding Preferred Stockapplicable, 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 stockholders of the Company’s Preferred Stock Company entitled to vote thereon in accordance with, and pursuant to, the CertificateCompany’s articles of incorporation. For purposes of this Agreement, an individual, firm, corporation, partnership, association, limited 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. From and after the Closing (as such term is defined in the Purchase Agreement), each Investor Each Stockholder agrees to vote, or cause to be voted, all Shares owned by such InvestorStockholder, or over which such Investor 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 of the Companystockholders, subject to Section 5, the following persons shall be elected to the Board: (a) So long as Spring Mountain Capital Two (“Spring Mountain”2) owns persons designated by the holders of a majority of the shares of Preferred Stock, two (2) individuals designated by Spring Mountainvoting as a single class, who shall initially be Dr. Avi Faliks [Xxxxxxx Xxxxxxx] and Xxxxx X. Xxxxxx;[Xxxxxx Xxxxx]. (b) So long as Associated Private Equity LLC The Company’s Chief Executive Officer (the “AssociatedCEO Director”) owns shares of Preferred Stock , one (1) individual designated by Associated), who shall initially be Xxxx XxxxxxxxxXxxxxx; 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. To the extent that any of the appointment rights set forth in clauses (a) and or (b) above shall no longer not be applicable due to the applicable Investor no longer holding Preferred Stockapplicable, 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 stockholders of the Company’s Preferred Stock 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 (collectively, a “Person”) shall be deemed an “Affiliate” of another Person who, directly or indirectly, controls, is controlled by or is under common control with such Person, including, without limitation, any general partner, managing member, officer officer, director or director trustee of such Person or any venture capital fund or registered investment company now or hereafter existing that is controlled by one or more general partners or partners, managing members or investment advisors of, or shares the same management company or investment advisor with, such Person.

Board Composition. From and after the Closing (as such term is defined in the Purchase Agreement), each Investor Each Stockholder agrees to vote, or cause to be voted, all Shares owned by such InvestorStockholder, or over which such Investor 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 of the Companystockholders, the following persons shall be elected to the Board: (a) So long as Spring Mountain Capital (“Spring Mountain”) owns shares of Preferred StockThe Series B Director, two (2) individuals designated by Spring Mountain, who which individual shall initially be Dr. Avi Faliks and Xxxxx X. Xxxxxx;Xxxxxxxx, for so long as any shares of Series B Preferred are outstanding. (b) So long as Associated Private Equity LLC Of the four remaining Board positions, beginning thirty (30) days after the closing of the Purchase Agreement, at least two of the persons appointed to such positions will meet the requirements of an “Associated”) owns shares independent director” in accordance with the NASDAQ Global Market’s requirements for independent director. One of Preferred Stock , one (1) individual designated by Associated, who shall those “independent directors” will initially be Xxxx Xxxxxxxxx; Xxxxx Xxxxxxx. Until the other initial “independent director” is selected, Xxxxxxx X. Xxxxxx shall serve as the fifth director, and he agrees to resign when the second initial “independent director” is selected. The holders of Common Stock and the then-outstanding Series B Preferred Stock, voting together as a single class on an as-if-converted to Common Stock basis, shall be entitled to elect such four members of the Board at each meeting or pursuant to each consent of the Company’s stockholders for the election of directors. To the extent that any either of the appointment rights set forth in clauses (a) and through (b) above shall no longer not be applicable due to the applicable Investor no longer holding Preferred Stockapplicable, 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 stockholders of the Company’s Preferred Stock Company entitled to vote thereon in accordance with, and pursuant to, the CertificateCompany’s articles of incorporation. For purposes of this Agreement, an individual, firm, corporation, partnership, association, limited 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. From and after the Closing (as such term is defined in the Purchase Agreement), each Investor Each Stockholder agrees to vote, or cause to be voted, all Shares owned by such InvestorStockholder, or over which such Investor 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 of the Companystockholders, the following persons shall be elected to the Board: (a) So long as Spring Mountain One (1) person designated by Boston Seed Capital II, LP (“Spring MountainBSC II”) owns shares of who shall be the Preferred StockDirector, two (2) individuals designated by Spring Mountain, who which individual shall initially be Dr. Avi Faliks and Xxxxx X. Xxxx Xxxxxx;. (b) So long as Associated Private Equity LLC (“Associated”) owns shares of Preferred Stock , one One (1) individual person designated by Associatedthe holders of a majority of the outstanding shares of Common Stock, who which individual shall initially be Xxxx Will Sacks. (c) One (1) person who shall be the Chief Executive Officer of the Company, which individual shall initially be Xxx Xxxxxxxxx; . (d) One (1) outside independent person designated by a majority of the Directors on the Board of Directors at the time of such nomination, which individual shall initially be Xxxxx Xxxxxx. The remaining Board seat shall remain vacant for a designee to be appointed in a future financing or as otherwise appointed by the Board pursuant to the Bylaws. To the extent that any of the appointment rights set forth in clauses (a) and through (bd) above shall no longer not be applicable due to the applicable Investor no longer holding Preferred Stockapplicable, 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 stockholders of the Company’s Preferred Stock 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 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. From and after the Closing (as such term is defined in the Purchase Agreement), each Investor Each Stockholder agrees to vote, or cause to be voted, all Shares owned by such InvestorStockholder, or over which such Investor Stockholder has voting control, from time to time and at all times, 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 of the Companystockholders, the following persons shall be elected to the Board: (a) So For so long as Spring Mountain Capital Flagship Ventures Fund IV, L.P. (“Spring MountainFlagship”) owns and its Affiliates continue to own beneficially any shares of Preferred Stock, two (2) individuals designated by Spring Mountain, who shall initially be Dr. Avi Faliks and Xxxxx X. Xxxxxx; (b) So long as Associated Private Equity LLC (“Associated”) owns shares of Preferred Stock , one (1) individual designated by AssociatedFlagship (the “Preferred Director”), who which individual shall initially be Xxxxx Xxxxxxx, to fill the directorship reserved for election by the holders of Preferred Stock, exclusively and as a separate class, pursuant to the Restated Certificate; (b) The individual, if any, then serving as the Company’s Chief Executive Officer (the “CEO Director”), initially Xxxxxxx X. Xxxxxxx, Xx., 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; (c) Four (4) individuals not otherwise Affiliates (defined below) of the Company or of any Investor (provided, that an individual shall not be deemed to be an Affiliate of the Company or of any Investor solely by virtue of such individual’s ownership of capital stock of the Company), initially Xxxx Xxxxxx, Xx. Xxxxxxxx Xxxxxxxxx, Xxxxxxx Xxxxx III, and Xxxxxxx Xxxx, who possess relevant industry experience and are acceptable to the holders of a majority of the Shares held by the Investors; (d) For so long as Flagship and its Affiliates continue to own beneficially any shares of capital stock of the Company, one (1) individual designated by Flagship, which individual shall initially be Xxxxx Xxxxx; (e) One (1) individual acceptable to a majority of the other members of the Board, initially Xxxxx Xxxxxxxxxx; and (f) For so long as Nestlé Health Science US Holdings, Inc. (“Nestlé”) and its Affiliates continues to own at least 1,498,590 shares of Series D Preferred Stock (as adjusted for any stock split, stock dividend, recapitalization, reorganization, or the like), one (1) individual designated by Nestlé and reasonably acceptable to a majority of the other members of the Board (including the Preferred Director), initially Xxxxxxx Xxxxx. To the extent that any of the appointment rights set forth in clauses (a) and through (bf) above shall no longer not be applicable due to the applicable Investor no longer holding Preferred Stockapplicable, 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 stockholders of the Company’s Preferred Stock 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 controlled by or is under common control with such Person, including, without limitation, any general partner, managing member, officer officer, director or director employee 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. Without limiting the foregoing, Flagship Ventures Fund IV, L.P., Flagship Ventures Fund IV-Rx, L.P., Flagship Ventures Fund 2007, L.P., Flagship Ventures Management, Inc., Flagship VentureLabs IV LLC, and Flagship Ventures Opportunities Fund I, L.P. shall be deemed Affiliates of one another for purposes hereof.

Board Composition. From and after the Closing (as such term is defined in the Purchase Agreement), each Investor Each Stockholder agrees to vote, or cause to be voted, all Shares owned by such InvestorStockholder, or over which such Investor 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 of the Companystockholders, subject to Section 5, the following persons shall be elected to the Board: (a) So One person designated from time to time by Xxxxxxxx Mining Inc. (the “Xxxxxxxx Designee”), for so long as Spring Mountain Capital such Stockholder and its Affiliates (“Spring Mountain”as defined below) owns continue to own an aggregate of at least 10% of the Company’s fully diluted outstanding shares of Common Stock (including shares of Common Stock issued or issuable upon conversion of the Preferred Stock), two (2) individuals designated by Spring Mountain, who which individual shall initially be Dr. Avi Faliks Xxxxxxx XxXxxxxxxx; provided, that if and Xxxxx X. Xxxxxxto the extent such Stockholder owns a majority of the outstanding capital stock of the Company at any time, such Stockholder shall be permitted a second person as a member of the Board; (b) So One person designated from time to time by Aqua Metals, Inc. (the “Aqua Metals Designee”), for so long as Associated Private Equity LLC (“Associated”) owns such Stockholder and its Affiliates are leasing 0000 Xxxx Xxxxx, XxXxxxxx Xxxxxx to the Company or are continuing to own an aggregate of at least 10% of the Company’s fully diluted outstanding shares of Common Stock (including shares of Common Stock issued or issuable upon conversion of the Preferred Stock Stock), one (1) which individual designated by Associated, who shall initially be Xxxx XxxxxxxxxXxxxx Xxxxxx; provided, that if and to the extent such Stockholder owns a majority of the outstanding capital stock of the Company at any time, such Stockholder shall be permitted a second person as a member of the Board; and (c) The Company’s Chief Executive Officer, who as of the date of this Agreement is Xxxxxxx Xxxxx (the “Founder Director CEO”), provided that if for any reason the Founder Director CEO shall cease to serve as the Chief Executive Officer of the Company, other than due to severe gross negligence and misconduct the former Chief Executive Officer shall remain Founder Director CEO and a member of the Board of Directors for a minimum renewable term of three (3) years, commencing from the date the Founder Director CEO ceases to serve as the Company’s Chief Executive Officer. For the avoidance of doubt, for so long as such the Founder Director CEO continues to own an aggregate of at least 10% of the Company’s fully diluted outstanding shares, the Founder Director CEO shall remain on the Board. To the extent that any of the appointment rights set forth in clauses (a) and through (bc) above shall no longer not be applicable due to the applicable Investor no longer holding Preferred Stockapplicable, 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 Stockholders of the Company’s Preferred Stock Company entitled to vote thereon in accordance with, and pursuant to, the Restated Certificate. The Company, the Xxxxxxxx Designee(s), the Aqua Metal Designee(s) and the Founder Director CEO will appoint a non-voting secretary to participate in the meetings of the Board and ensure all minutes and corporate records are timely facilitated, which individual shall initially be Xxxx Xxxxxxx. For purposes of this Agreement, an individual, firm, corporation, partnership, association, limited liability company, trust or any other entity (collectively, a “Person”) shall be deemed an “Affiliate” of another Person who, directly or indirectly, controls, is controlled by or is under common control with such Person, including, without limitation, any general partner, managing member, officer officer, director or director trustee of such Person Person, or any venture capital fund or registered investment company now or hereafter existing that is controlled by one (1) or more general partners or partners, managing members or investment advisers of, or shares the same management company or investment adviser with, such Person.

Board Composition. From and after the Closing (as such term is defined in the Purchase Agreement), each Investor Each Stockholder agrees to vote, or cause to be voted, all Shares owned by such InvestorStockholder, or over which such Investor 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 of the Companystockholders, subject to Section 5, the following persons shall be elected to the Board: (a) So long as Spring Mountain Capital (“Spring Mountain”) owns shares One person designated from time to time by a majority of the Class A Preferred Stock, two (2) individuals designated by Spring Mountain, who which individual shall initially be Dr. Avi Faliks and Xxxxx Gxxxxxx X. XxxxxxXxxxx; (b) So long as Associated Private Equity LLC Three (“Associated”3) owns shares persons designated from time to time by the holders of Preferred Stock a majority of Common Stock, one (1) individual designated by Associated, who which individuals shall initially be Xxxx Xxxxxxxxx; Axxxxxx Xxxxxxxx, Axxxxx Xxxxxx and Sxxxx Xxxxxx. (c) One individual not otherwise an Affiliate of the Company or of any Investor who is mutually acceptable to both the holders of a majority of the Common Stock and Class A Preferred Stock, which individuals shall initially be Kxxxxxx Xxxxxx. (d) To the extent that any of the appointment rights set forth in clauses (a) and through (bc) above shall no longer not be applicable due to the applicable Investor no longer holding Preferred Stockapplicable, 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 stockholders of the Company’s Preferred Stock Company entitled to vote thereon in accordance with, and pursuant to, the CertificateRestated Articles. For purposes of this Agreement, an individual, firm, corporation, partnership, association, limited liability company, trust or any other entity (collectively, a “Person”) shall be deemed an “Affiliate” of another Person who, directly or indirectly, controls, is controlled by or is under common control with such Person, including, without limitation, any general partner, managing member, officer officer, director or director trustee of such Person Person, or any venture capital fund or registered investment company now or hereafter existing that is controlled by one or more general partners or partners, managing members or investment advisers of, or shares the same management company or investment adviser with, such Person.

Board Composition. From and after the Closing (as such term is defined in the Purchase Agreement), each Investor Each Stockholder agrees to vote, or cause to be voted, all Shares owned by such InvestorStockholder, or over which such Investor 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 of the Companystockholders, subject to Section 5, the following persons shall be elected to the Board: (a) So One person who shall be designated by a majority of the holders of record as of the date hereof of shares of Series B Preferred Stock with a purchase price of at least $1,000,000 to serve as a director of the Company for so long as Spring Mountain Capital (“Spring Mountain”) owns such holders of record continue to beneficially own not less than 25% of the issued and outstanding shares of Series B Preferred Stock, two (2) individuals which person is now designated to be Xxxxxx Xxxxxxx or a person designated by Spring Mountain, who shall initially be Dr. Avi Faliks and Xxxxx X. Xxxxxx; (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; him. To the extent that any of the appointment rights set forth in clauses clause (a) and (b) above shall no longer not be applicable due to the applicable Investor no longer holding Preferred Stockapplicable, 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 stockholders of the Company’s Preferred Stock 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 (collectively, a “Person”) shall be deemed an “Affiliate” of another Person who, directly or indirectly, controls, is controlled by or is under common control with such Person, including, without limitation, any general partner, managing member, officer officer, director or director trustee of such Person Person, or any venture capital fund or registered investment company now or hereafter existing that is controlled by one or more general partners or partners, managing members or investment advisers of, or shares the same management company or investment adviser with, such Person. For purposes of this Agreement, the term “Shares” shall mean and include any securities of the Company that the holders of which are entitled to vote for members of the Board, including without limitation, all shares of Common Stock and Preferred Stock, by whatever name called, now owned or subsequently acquired by a Stockholder, however acquired, whether through stock splits, stock dividends, reclassifications, recapitalizations, similar events or otherwise.

Board Composition. From and after the Closing (as such term is defined in the Purchase Agreement), each Investor Each Key Holder agrees to vote, or cause to be voted, all Shares owned by such InvestorKey Holder, or over which such Investor Key Holder 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 of the Company, the following persons shall be elected to the Board: (a) So Two persons designated from time to time by the Investor, for so long as Spring Mountain Capital the Investor and its Affiliates (“Spring Mountain”as defined below) owns shares continue to own beneficially the Convertible Note or any other securities of Preferred Stockthe Company, two (2) which individuals designated by Spring Mountain, who shall initially be Dr. Avi Faliks Dxxxx X. Xxxxxxxx and Xxxxx Jxxxx X. Xxxxxx;Xxxx. (b) So If at any time and from time to time an Event of Default (as defined in the Convertible Notes) occurs and is continuing, for such period of time, in addition to the two persons elected pursuant to Subsection 1.2(a) above, the addition of three persons designated from time to time by the Investor (such that, for the avoidance of doubt, all directors shall be designated by the Investor), for so long as Associated Private Equity LLC the Investor and its Affiliates (“Associated”as defined below) owns shares continue to own beneficially the Convertible Note or any other securities of Preferred Stock , one the Company. (1c) individual designated by Associated, who shall initially be Xxxx Xxxxxxxxx; To the extent that any of the appointment rights set forth in clauses (a) and (b) above shall no longer not be applicable due to the applicable Investor no longer holding Preferred Stockapplicable, 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 stockholders of the Company’s Preferred Stock Company entitled to vote thereon in accordance with, and pursuant to, the Certificate. Certificate of Incorporation of the Company. (d) For purposes of this Agreement, an individual, firm, corporation, partnership, association, limited liability company, trust or any other entity (collectively, a “Person”) shall be deemed an “Affiliate” of another Person who, directly or indirectly, controls, is controlled by or is under common control with such Person, including, without limitation, any general partner, managing member, officer officer, director or director trustee of such Person Person, or any venture capital fund or registered investment company now or hereafter existing that is controlled by one or more general partners or partners, managing members or investment advisers of, or shares the same management company or investment adviser with, such Person.

Board Composition. From and after the Closing (as such term is defined in the Purchase Agreement), each Investor Each Stockholder agrees to vote, or cause to be voted, all Shares owned by such InvestorStockholder, or over which such Investor 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 of the Companystockholders, the following persons shall be elected to the Board: (a) So long as Spring Mountain Capital (“Spring Mountain”) owns shares of Preferred Stockwith respect to the Series A Directors, two (2) individuals designated by Spring Mountainthe holders of a majority of the then issued and outstanding shares of Preferred Stock, who which individual shall initially be Dr. Avi Faliks Pxxx Xxxxxx and Xxxxx X. XxxxxxAxxxxx Xxxxx; (b) So long as Associated Private Equity LLC with respect to Common Directors, three (“Associated”3) owns individuals designated by the holders of a majority of the then issued and outstanding shares of Common Stock not issued upon conversion of Preferred Stock Stock, one (1) individual designated by Associated, who which individuals shall initially be Xxxx XxxxxxxxxDxxxx Xxxxx, Sxxxxxx Xxx and Mxxxx Xxxxx; and (c) with respect to the remaining two (2) seats on the Board, which shall initially remain vacant, such individuals as designated by the affirmative vote of a majority of the members of the Board then in office, including at least one Series A Director if then in office. To the extent that any of the appointment rights set forth in clauses (a) and through (bc) above shall no longer not be applicable due to the applicable Investor no longer holding Preferred Stockapplicable, 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 stockholders of the Company’s Preferred Stock 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 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. From and after the Closing (as such term is defined in the Purchase Agreement), each Investor Each Stockholder agrees to vote, or cause to be voted, all Shares owned by such InvestorStockholder, or over which such Investor 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 stockholders, for one person designated by Pan-African Investment Company, LLC (“PIC”) to serve as a member of the Company’s Board, which individual shall initially be Dxxx X. Xxxx, for so long as PIC and its Affiliates continue to own beneficially at least 2% of the issued and outstanding shares of Common Stock of the Company, which number is subject to appropriate adjustment for all stock splits, dividends, combinations, recapitalizations and the following persons shall be elected to the Board: (a) So long as Spring Mountain Capital (“Spring Mountain”) owns shares of Preferred Stock, two (2) individuals designated by Spring Mountain, who shall initially be Dr. Avi Faliks and Xxxxx X. Xxxxxx; (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; like. To the extent that any of the appointment rights set forth in clauses (a) and (b) above foregoing sentence shall no longer not be applicable due to the applicable Investor no longer holding Preferred Stockapplicable, 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 Preferred Stock stockholders of the Company entitled to vote thereon in accordance with, and pursuant to, the Company’s certificate of incorporation (the “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.

Board Composition. From and after the Closing (as such term is defined in the Purchase Agreement), each Investor Each Stockholder agrees to vote, or cause to be voted, all Shares owned by such InvestorStockholder, or over which such Investor 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 Parties at which an election of directors is held or pursuant to any written consent of the stockholders of the CompanyParties, the following persons shall be elected to the Board: (a) So long as Spring Mountain Capital (“Spring Mountain”) owns shares of Preferred Stock, two (2) individuals designated by Spring MountainThe Company’s Chief Executive Officer and Chairman, who shall initially be Dr. Avi Faliks Xxxx Xxxxxxxxxxx (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 Parties 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 Xxxxx X. Xxxxxx;(ii) to elect such person’s replacement as Chief Executive Officer of the Company as the new CEO Director; and (b) So long as Associated Private Equity LLC If desired by each of Sapphire and Xxxxxxxxx, two individuals not otherwise Affiliates (“Associated”defined below) owns shares of Preferred Stock , one (1) individual designated by Associated, the Company or the Parties who shall initially be Xxxx are mutually acceptable to Sapphire and Xxxxxxxxx; . To the extent that any of the appointment rights set forth in clauses (a) and through (b) above shall no longer not be applicable due to the applicable Investor no longer holding Preferred Stockapplicable, 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 Parties of the Company’s Preferred Stock Company entitled to vote thereon in accordance with, and pursuant to, the CertificateCompany’s Certificate of Incorporation. 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 by, or is under common control with such Person, including, without limitation, any general partner, managing memberofficer, officer director, or director member of such Person or and any venture capital fund now or hereafter existing that which is controlled by or under common control with one or more general partners (or managing members of, thereof) or shares the same management company with, (or members thereof) with such Person.

Board Composition. From For purposes of this Agreement, the term “Shares” shall mean and after include any securities of the Closing (as such term is defined in Company that the Purchase Agreement)holders of which are entitled to vote for members of the Board, each Investor including without limitation, all shares of Common Stock and Series A Preferred Stock, by whatever name called, now owned or subsequently acquired by a Stockholder, however acquired, whether through stock splits, stock dividends, reclassifications, recapitalizations, similar events or otherwise. Each Stockholder agrees to vote, or cause to be voted, all Shares owned by such InvestorStockholder, or over which such Investor 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 of the Companystockholders, subject to Section 5, the following persons shall be elected to the Board: (a) So One person designated from time to time by Crystal Amber Fund Limited (“Crystal Amber”), for so long as Spring Mountain Capital such Stockholder and its Affiliates (“Spring Mountain”as defined below) owns continue to own beneficially at 5,000,000 shares of Common Stock (including shares of Common Stock issued or issuable upon conversion of Series A Preferred Stock), two (2) individuals designated by Spring Mountainwhich number is subject to appropriate adjustment for any stock splits, who stock dividends, combinations, recapitalizations and the like), which individual shall initially be Dr. Avi Faliks and Xxxxx X. Xxxx Xxxxxx; (b) So One person, who is not otherwise involved in the management of Crystal Amber, designated from time to time by Crystal Amber, for so long as Associated Private Equity LLC such Stockholder and its Affiliates (“Associated”as defined below) owns continue to own beneficially at least 5,000,000 shares of Common Stock (including shares of Common Stock issued or issuable upon conversion of Series A Preferred Stock Stock), one (1) individual designated by Associatedwhich number is subject to appropriate adjustment for any stock splits, who shall initially be Xxxx Xxxxxxxxx; stock dividends, combinations, recapitalizations and the like). To the extent that any of the appointment rights set forth in clauses (a) and (b) above shall no longer not be applicable due to the applicable Investor no longer holding Preferred Stockapplicable, 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 stockholders of the Company’s Preferred Stock Company entitled to vote thereon in accordance with, and pursuant to, the Seventh Amended and Restated Certificate of Incorporation of the Company (the “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 officer, director or director trustee of such Person Person, or any venture capital fund or registered investment company now or hereafter existing that is controlled by one or more general partners or partners, managing members or investment advisers of, or shares the same management company or investment adviser with, such Person.

Board Composition. From and after the Closing (as such term is defined in the Purchase Agreement), each Investor Each Stockholder agrees to vote, or cause to be voted, all Shares owned by such InvestorStockholder, or over which such Investor 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 of the Companystockholders, subject to Section 5, the following persons shall be elected to the Board: (a) So long as Spring Mountain Capital (“Spring Mountain”) owns shares of Preferred Stock, two Two (2) individuals designated from time to time by Spring Mountainthe holders of at least a majority of the shares of Common Stock held by the Key Holders, who which individuals shall initially be Dr. Avi Faliks Xxxxxxx Xxxx and Xxxxx X. Xxxxxx;Xxxxxx Xxxx; and (b) So long as Associated Private Equity LLC (“Associated”) owns shares of As the Preferred Stock Director, one (1) person designated from time to time by New H2 Limited (“H2” and such designee, the “H2 Limited Designee”), for so long as such Stockholder and its Affiliates (as defined below) continue to own beneficially an aggregate of at least 950,000 shares of Common Stock (including shares of Common Stock issued or issuable upon conversion of the Series A-2 Preferred Stock), which number is subject to appropriate adjustment for any stock splits, stock dividends, combinations, recapitalizations and the like, which individual designated by Associated, who shall initially be Xxxx Xxxxxxxxx; Xxxxx Xxxx. To the extent that any either of the appointment rights set forth in clauses (a) and or (b) above shall no longer not be applicable due to the applicable Investor no longer holding Preferred Stockapplicable, 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 Stockholders of the Company’s Preferred Stock 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 (collectively, a “Person”) shall be deemed an “Affiliate” of another Person who, directly or indirectly, controls, is controlled by or is under common control with such Person, including, without limitation, any general partner, managing member, officer officer, director or director trustee of such Person Person, or any venture capital fund or registered investment company now or hereafter existing that is controlled by one (1) or more general partners or partners, managing members or investment advisers of, or shares the same management company or investment adviser with, such Person.