Common use of Board Composition Clause in Contracts

Board Composition. (i) Each Stockholder agrees to vote, or cause to be voted, all Shares owned by such Stockholder, or over which such Stockholder has voting control, from time to time and at all times, in whatever manner as shall be necessary to ensure that at each annual or special meeting of stockholders at which an election of directors is held or pursuant to any written consent of the stockholders, the following persons shall be elected to the Board: (a) The first Preferred Director shall be designated by Fall Line Endurance Fund, LP (“Fall Line”) for so long as such Stockholder and its Affiliates continue to own any shares of Preferred Stock, which individual shall initially be Xxxx X’Xxxxx. (b) The second Preferred Director shall be designated by S2G Builders Food & Agriculture Fund III, L.P. (“S2G”) for so long as such Stockholder and its Affiliates continue to own any shares of Preferred Stock, which individual shall initially be Xxxxxxx Xxxxxx. (c) Fall Line and S2G, by mutual agreement, shall designate the Person with the right to designate the third Preferred Director pursuant to this Agreement (the “Designating Party”), provided that if not then a party to this agreement the Designating Party shall execute a counterpart signature page hereto and be bound by the provisions herein, including for the avoidance of doubt Section 1.6. The Designating Party may be replaced by mutual agreement of Fall Line and S2G. There shall initially be a vacancy for the third Preferred Director. (d) The CEO Director initially be Xxxxxx Xxxxx, provided that if for any reason the CEO Director shall cease to serve as 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 as such person’s replacement as the new CEO Director the individual approved by the Board as the replacement Chief Executive Officer. (e) The Independent Director shall initially be a person designated by the Board; provided, that, if for any reason such designee is no longer serving on the Board, or the Noteholder Majority otherwise requests the removal of such individual for any reason, or no reason, each of the Stockholders shall promptly vote their respective shares to remove such individual and elect as such person’s replacement the individual designated in writing by the holders of a majority of the aggregate principal amount of the Notes (the “Noteholder Majority”). To the extent that any of clauses (i) (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”) 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. (ia) Each Stockholder For the first full year after the Effective Date of this Agreement each 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, so that the following situation exists: H. Xxxxxxxxxx, Cxxxx and T. Xxxxxxxxxx are directors on Board, unless they all agree, in writing, to their removal from the Board. Either or all individuals may, however, voluntarily resign from the Board. (b) For so long as RMCF or one of its Affiliates continues to own beneficially shares constituting at least ten percent (10%) of the Company’s Common Stock outstanding at any given time, each Shareholder agrees to vote, or cause to be voted, all Shares owned by such Shareholder, or over which such 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 shareholders at which an election of directors is held or pursuant to any written consent of the shareholders, the following persons RMCF Designees, which individuals shall initially be Fxxxxxxx X. Xxxxx, Bxxxx X. Xxxxxxxx, Lxx X. Mxxxxxxxx, Xxxxx Xx. Exxxx and Sxxxx X. Xxxxxxxxxxx, shall be elected to the Board: (a) The first Preferred Director shall be . “RMCF Designees” means those persons designated by Fall Line Endurance Fund, LP (“Fall Line”) for so long as such Stockholder and its Affiliates continue to own any shares of Preferred Stock, which individual shall initially be Xxxx X’Xxxxx. (b) The second Preferred Director shall be designated by S2G Builders Food & Agriculture Fund III, L.P. (“S2G”) for so long as such Stockholder and its Affiliates continue to own any shares of Preferred Stock, which individual shall initially be Xxxxxxx Xxxxxx. (c) Fall Line and S2G, by mutual agreement, shall designate the Person with the right to designate the third Preferred Director pursuant to this Agreement (the “Designating Party”), provided that if not then a party to this agreement the Designating Party shall execute a counterpart signature page hereto and be bound by the provisions herein, including for the avoidance of doubt Section 1.6. The Designating Party may be replaced by mutual agreement of Fall Line and S2G. There shall initially be a vacancy for the third Preferred Director. (d) The CEO Director initially be Xxxxxx Xxxxx, provided that if for any reason the CEO Director shall cease to serve as 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 by RMCF, the number of which shall not resigned as a member of the Board and (ii) to elect as such person’s replacement as the new CEO Director the individual approved by the Board as the replacement Chief Executive Officer. (e) The Independent Director shall initially be a person designated by the Board; provided, that, if for any reason such designee is no longer serving on the Board, or the Noteholder Majority otherwise requests the removal of such individual for any reason, or no reason, each of the Stockholders shall promptly vote their respective shares to remove such individual and elect as such person’s replacement the individual designated in writing by the holders of less than a majority of the aggregate principal amount of the Notes (the “Noteholder Majority”). To the extent that Board when aggregated with any director nominees who are nominated by any of clauses (i) (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 CompanyRMCF’s Restated Certificate. For purposes of this Agreement, an individual, firm, corporation, partnership, association, limited liability subsidiaries or parent company, trust or any other entity (collectively, a “Person”) shall be deemed an “Affiliate” of another Person who, directly or indirectly, controls, is controlled by or is under common control with such Person, including, without limitation, any general partner, managing member, officer or director of such Person or any venture capital fund now or hereafter existing that is controlled by one or more general partners or managing members of, or shares the same management company with, such Person.

Board Composition. (i) Each Stockholder agrees to vote, or cause to be voted, all Shares owned by such Stockholder, or over which such Stockholder has voting control, from time to time The Clearlake Investors and at all times, in whatever manner the HOVRS Parties hereby agree 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 Boardfollows: (a) The first Preferred Director Clearlake Investors and the HOVRS Parties shall take all Necessary Action to cause the Board to be comprised of up to eight (8) directors, two (2) of whom shall be designated by Fall Line Endurance Fundthe Clearlake Investors; provided that, LP if the Clearlake Investors at any time cease to own at least 1,600,000 shares of Common Stock (“Fall Line”as adjusted for stock dividends, splits, combinations or similar events), then the Clearlake Investors shall only be entitled to designate one (1) for so long as such Stockholder director, and its Affiliates continue if the Clearlake Investors at any time cease to own any shares of Preferred Common Stock, which individual then the Clearlake Investors shall initially cease to be Xxxx X’Xxxxxentitled to designate a director. (b) The second Preferred Director If the number of directors that the Clearlake Investors have the right to designate to the Board is decreased pursuant to Section 8.1(a), then the designees appointed by such party shall be designated by S2G Builders Food & Agriculture Fund IIIresign or, L.P. (“S2G”) for so long if such person fails to resign, the Clearlake Investors and HOVRS Parties shall take all Necessary Action to immediately remove such director or directors, as such Stockholder and its Affiliates continue to own any shares of Preferred Stockthe case may be, which individual shall initially be Xxxxxxx Xxxxxxfrom the Board. (c) Fall Line and S2GExcept as provided above, by mutual agreement, the Clearlake Investors shall designate have the Person with the exclusive right to designate appoint and remove their designees to the third Preferred Director pursuant Board, as well as the exclusive right to this Agreement (fill vacancies created by reason of death, removal or resignation of such designees, and the “Designating Party”), provided that if not then a party Clearlake Investors and the HOVRS Parties shall take all Necessary Action to this agreement cause the Designating Party shall execute a counterpart signature page hereto and Board to be bound by the provisions herein, including for the avoidance of doubt Section 1.6. The Designating Party may be replaced by mutual agreement of Fall Line and S2G. There shall initially be a vacancy for the third Preferred Directorso constituted. (d) The CEO Director initially be Xxxxxx Xxxxx, 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 as such person’s replacement as the new CEO Director the individual approved by the Board as the replacement Chief Executive Officer. (e) The Independent Director shall initially be a person designated by the Board; provided, that, if for any reason such designee is no longer serving on the Board, or the Noteholder Majority otherwise requests the removal of such individual for any reason, or no reason, each of the Stockholders shall promptly vote their respective shares to remove such individual and elect as such person’s replacement the individual designated in writing by the holders of a majority of the aggregate principal amount of the Notes (the “Noteholder Majority”). To the extent that any of clauses (i) (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 AgreementSection 8.1, an individual, firm, corporation, partnership, association, limited liability company, trust or the number of shares of Common Stock held by any other entity (collectively, a “Person”) Person shall be deemed an “Affiliate” include all shares 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 Common Stock issuable to such Person or any venture capital fund now or hereafter existing upon the conversion and/or exercise of all securities held by such Person that is controlled by one or more general partners or managing members of, or are convertible and/or exerciseable for shares the same management company with, such Personof Common Stock.

Board Composition. (ia) Each Stockholder For the first full year after the Effective Date of this Agreement each 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, so that the following situation exists: X. Xxxxxxxxxx, Xxxxx and X. Xxxxxxxxxx are directors on Board, unless they all agree, in writing, to their removal from the Board. Either or all individuals may, however, voluntarily resign from the Board. (b) For so long as RMCF or one of its Affiliates continues to own beneficially shares constituting at least ten percent (10%) of the Company’s Common Stock outstanding at any given time, each Shareholder agrees to vote, or cause to be voted, all Shares owned by such Shareholder, or over which such 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 shareholders at which an election of directors is held or pursuant to any written consent of the shareholders, the following persons RMCF Designees, which individuals shall initially be Xxxxxxxx X. Xxxxx, Xxxxx X. Xxxxxxxx, Xxx X. Xxxxxxxxx, Xxxxx Xx. Xxxxx and Xxxxx X. Xxxxxxxxxxx, shall be elected to the Board: (a) The first Preferred Director shall be . “RMCF Designees” means those persons designated by Fall Line Endurance Fund, LP (“Fall Line”) for so long as such Stockholder and its Affiliates continue to own any shares of Preferred Stock, which individual shall initially be Xxxx X’Xxxxx. (b) The second Preferred Director shall be designated by S2G Builders Food & Agriculture Fund III, L.P. (“S2G”) for so long as such Stockholder and its Affiliates continue to own any shares of Preferred Stock, which individual shall initially be Xxxxxxx Xxxxxx. (c) Fall Line and S2G, by mutual agreement, shall designate the Person with the right to designate the third Preferred Director pursuant to this Agreement (the “Designating Party”), provided that if not then a party to this agreement the Designating Party shall execute a counterpart signature page hereto and be bound by the provisions herein, including for the avoidance of doubt Section 1.6. The Designating Party may be replaced by mutual agreement of Fall Line and S2G. There shall initially be a vacancy for the third Preferred Director. (d) The CEO Director initially be Xxxxxx Xxxxx, provided that if for any reason the CEO Director shall cease to serve as 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 by RMCF, the number of which shall not resigned as a member of the Board and (ii) to elect as such person’s replacement as the new CEO Director the individual approved by the Board as the replacement Chief Executive Officer. (e) The Independent Director shall initially be a person designated by the Board; provided, that, if for any reason such designee is no longer serving on the Board, or the Noteholder Majority otherwise requests the removal of such individual for any reason, or no reason, each of the Stockholders shall promptly vote their respective shares to remove such individual and elect as such person’s replacement the individual designated in writing by the holders of less than a majority of the aggregate principal amount of the Notes (the “Noteholder Majority”). To the extent that Board when aggregated with any director nominees who are nominated by any of clauses (i) (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 CompanyRMCF’s Restated Certificate. For purposes of this Agreement, an individual, firm, corporation, partnership, association, limited liability subsidiaries or parent company, trust or any other entity (collectively, a “Person”) shall be deemed an “Affiliate” of another Person who, directly or indirectly, controls, is controlled by or is under common control with such Person, including, without limitation, any general partner, managing member, officer or director of such Person or any venture capital fund now or hereafter existing that is controlled by one or more general partners or managing members of, or shares the same management company with, such Person.

Board Composition. (i) Each Stockholder agrees to vote, or cause to be voted, all Shares owned by such Stockholder, or over which such Stockholder has voting control, from time to time and at all times, in whatever manner as shall be necessary to ensure that at each annual or special meeting of stockholders at which an election of directors is held or pursuant to any written consent of the stockholders, the following persons shall be elected to the Board: (a) The first Preferred Director shall be Two (2) persons designated by Fall Line Endurance Fundthe holders of the Preferred Stock, LP (“Fall Line”) which individuals shall initially be Xxxxxxx X. Xxxxxxxx and Xxxxxx X’Xxxxxx, for so long as such Stockholder Stockholders and its their Affiliates continue to own beneficially at least 754,341 shares of Common Stock of the Company (including shares of Common Stock issued or issuable upon conversion of Preferred Stock), which number is subject to appropriate adjustment for all stock splits, dividends, combinations, recapitalizations and the like. (b) For so long as the Key Holders hold at least any shares of Preferred StockCommon Stock (as adjusted for any stock splits, stock dividends, recapitalizations or the like), and as long as such individuals are providing services to the Company, three (3) individual designated by the holders of a majority of the Shares of Common Stock which individual shall initially be Xxxxxxxxx Xxx, Xxxxx Xxxxx, and Xxxx X’Xxxxx. (b) The second Preferred Director shall be designated by S2G Builders Food & Agriculture Fund III, L.P. (“S2G”) for so long as such Stockholder and its Affiliates continue to own any shares of Preferred Stock, which individual shall initially be Xxxxxxx Xxxxxx.Xxxxxxxxxxx; (c) Fall Line and S2GThe Company’s Chief Executive Officer, by mutual agreement, who shall designate the Person with the right to designate the third Preferred Director pursuant to this Agreement initially be Xxxxx Xxxxxx (the “Designating PartyCEO Director”), provided that if not then a party to this agreement the Designating Party shall execute a counterpart signature page hereto and be bound by the provisions herein, including for the avoidance of doubt Section 1.6. The Designating Party may be replaced by mutual agreement of Fall Line and S2G. There shall initially be a vacancy for the third Preferred Director. (d) The CEO Director initially be Xxxxxx Xxxxx, provided that if for any reason the CEO Director shall cease to serve as 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 Board; and (ii) to elect as such person’s replacement as Chief Executive Officer of the Company as the new CEO Director the individual approved by the Board as the replacement Chief Executive Officer. (e) The Independent Director shall initially be a person designated by the BoardDirector; provided, that, if for any reason such designee is no longer serving on the Board, or the Noteholder Majority otherwise requests the removal of such individual for any reason, or no reason, each of the Stockholders shall promptly vote their respective shares and to remove such individual and elect as such person’s replacement the individual designated in writing by the holders of a majority of the aggregate principal amount of the Notes (the “Noteholder Majority”). To the extent that any of clauses (i) (a) through (ec) 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 controlled by or is under common control with such Person, including, without limitation, any general partner, managing member, officer or director of such Person or any venture capital fund now or hereafter existing that is controlled by one or more general partners or managing members of, or shares the same management company with, such Person.

Board Composition. (i) Each Stockholder agrees to vote, or cause to be voted, all Shares owned by such Stockholder, or over which such Stockholder has voting control, from time to time and at all times, in whatever manner as shall be necessary to ensure that at each annual or special meeting of stockholders at which an election of directors is held or pursuant to any written consent of the stockholders, the following persons shall be elected to the Board: (a) The first Preferred Director shall be Two persons designated by Fall Line Endurance Funda majority of the holders of the Series A-1 Preferred Stock then outstanding, LP which individuals shall initially be Xxxxxxxxxxx Xxxxxxxxxx and Xxxxxxx Xxxxxxx (the “Fall LineSeries A-1 Designees”) ), for so long as such Stockholder Stockholders and its their Affiliates continue to own beneficially any shares of Series A-1 Preferred Stock, which individual shall initially be Xxxx X’Xxxxx. (b) The second Preferred Director shall be Two persons designated by S2G Builders Food & Agriculture Fund IIIa majority of the holders of the Series B Preferred Stock then outstanding, L.P. which individuals shall initially be Xxxx XxXxxxxxx and Xxxxxxx Xxxxxxxx (the “S2GSeries B Designees”) ), for so long as such Stockholder Stockholders and its their Affiliates continue to own beneficially any shares of Series B Preferred Stock, which individual shall initially be Xxxxxxx Xxxxxx. (c) Fall Line and S2G, by mutual agreement, shall designate the Person with the right to designate the third Preferred Director pursuant to this Agreement (the “Designating Party”), provided that if not then a party to this agreement the Designating Party shall execute a counterpart signature page hereto and be bound by the provisions herein, including for the avoidance of doubt Section 1.6. The Designating Party may be replaced by mutual agreement of Fall Line and S2G. There shall initially be a vacancy for the third Preferred Director[***]. (d) The CEO Director initially be Xxxxxx Xxxxx, provided that if for any reason the CEO Director shall cease to serve as 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 as such person’s replacement as the new CEO Director the individual approved by the Board as the replacement Chief Executive Officer[***]. (e) The Independent Director shall initially be a person designated by the Board; provided, that, if for any reason such designee is no longer serving on the Board, or the Noteholder Majority otherwise requests the removal of such individual for any reason, or no reason, each of the Stockholders shall promptly vote their respective shares to remove such individual and elect as such person’s replacement the individual designated in writing by the holders of a majority of the aggregate principal amount of the Notes (the “Noteholder Majority”)[***]. To the extent that any of clauses (i) (a) through (ec) 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 controlled by or is under common control with such Person, including, without limitation, any general partner, managing member, officer or director of such Person or any venture capital fund now or hereafter existing that is controlled by one or more general partners or managing members of, or shares the same management company with, such Person.

Board Composition. (i) Each Stockholder 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) The first Preferred Director One persons designated by the Family Trust Holders, who initially shall be designated by Fall Line Endurance Fund, LP (“Fall Line”) for so long as such Stockholder and its Affiliates continue to own any shares of Preferred Stock, which individual shall initially be Xxxx X’XxxxxW. Xxxxxxx Xxxxxxxx. (b) The second Preferred Director One person designated by the Alimco Holders without a material or pecuniary relationship with Alimco, who initially shall be designated by S2G Builders Food & Agriculture Fund III, L.P. (“S2G”) for so long as such Stockholder and its Affiliates continue to own any shares of Preferred Stock, which individual shall initially be Xxxxxxx Xxxxxxxx Xxxxxx. (c) Fall Line and S2G, by mutual agreement, shall designate the Person with the right to designate the third Preferred Director pursuant to this Agreement (the “Designating Party”), provided that if not then a party to this agreement the Designating Party shall execute a counterpart signature page hereto and be bound by the provisions herein, including for the avoidance of doubt Section 1.6. The Designating Party may be replaced by mutual agreement of Fall Line and S2G. There shall initially be a vacancy for the third Preferred Director. (d) The CEO Director initially be Xxxxxx Xxxxx, provided that if for any reason the CEO Director shall cease to serve as 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 as such person’s replacement as the new CEO Director the individual approved by the Board as the replacement Chief Executive Officer. (e) The Independent Director shall initially be a One person designated by the Board; providedKick-Start Holders, that, if for any reason such designee is no longer serving on the Board, or the Noteholder Majority otherwise requests the removal of such individual for any reason, or no reason, each of the Stockholders who shall promptly vote their respective shares to remove such individual and elect as such person’s replacement the individual designated in writing by the holders of a majority of the aggregate principal amount of the Notes (the “Noteholder Majority”)initially be Xx. To the extent that any of clauses (i) (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 CertificateXxxxxxx. 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. For purposes of this definition, including“control” means the possession, without limitationdirectly or indirectly, any general partner, managing member, officer of the power to direct or director cause the direction of the management and policies of such Person Person, whether through the ownership of voting securities, by contract or otherwise. Notwithstanding anything to the contrary contained in this Section 1.2, no Shareholder is required by this Agreement to vote to elect a person to the Board who has been convicted of a felony or declared of unsound mind by an order of a court of competent jurisdiction. Each Shareholder also agrees that Xxxx Xxxxx shall be granted Board observer rights, which shall give Xx. Xxxxx the right to attend and observe Board meetings, to receive Board materials, to inspect the Company’s books, records or the minutes of the Board meetings or to attend Board committee meetings, but shall not give Xx. Xxxxx the right to vote on any venture capital fund now or hereafter existing that is controlled matter voted on by one or more general partners or managing members of, or shares the same management company with, such PersonBoard.

Board Composition. (i) Each Stockholder agrees to vote, or cause to be voted, all Shares owned by such Stockholder, or over which such Stockholder has voting control, from time to time and at all times, in whatever manner as shall be necessary to ensure that at each annual or special meeting of stockholders at which an election of directors is held or pursuant to any written consent of the stockholders, the following persons shall be elected to the Board: (a) The first Preferred Director shall be Two persons designated by Fall Line Endurance Funda majority of the holders of the Series A-1 Preferred Stock then outstanding, LP which individuals shall initially be Xxxxxxxxxxx Xxxxxxxxxx and Xxxxxxx Xxxxxxx (the “Fall LineSeries A-1 Designees”) ), for so long as such Stockholder Stockholders and its their Affiliates continue to own beneficially any shares of Series A-1 Preferred Stock, which individual shall initially be Xxxx X’Xxxxx. (b) The second Preferred Director shall be Two persons designated by S2G Builders Food & Agriculture Fund IIIa majority of the holders of the Series B Preferred Stock then outstanding, L.P. which individuals shall initially be Xxxx XxXxxxxxx and Xxxxxxx Xxxxxxxx (the “S2GSeries B Designees”) ), for so long as such Stockholder Stockholders and its their Affiliates continue to own beneficially any shares of Series B Preferred Stock, which individual shall initially be Xxxxxxx Xxxxxx. (c) Fall Line and S2G, by mutual agreement, shall designate the Person with the right to designate the third Preferred Director pursuant to this Agreement (the “Designating Party”), provided that if not then a party to this agreement the Designating Party shall execute a counterpart signature page hereto and be bound by the provisions herein, including for the avoidance of doubt Section 1.6. The Designating Party may be replaced by mutual agreement of Fall Line and S2G. There shall initially be a vacancy for the third Preferred Director.[***] (d) The CEO Director initially be Xxxxxx Xxxxx, provided that if for any reason the CEO Director shall cease to serve as 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 as such person’s replacement as the new CEO Director the individual approved by the Board as the replacement Chief Executive Officer.[***] (e) The Independent Director shall initially be a person designated by the Board; provided, that, if for any reason such designee is no longer serving on the Board, or the Noteholder Majority otherwise requests the removal of such individual for any reason, or no reason, each of the Stockholders shall promptly vote their respective shares to remove such individual and elect as such person’s replacement the individual designated in writing by the holders of a majority of the aggregate principal amount of the Notes [***] (the “Noteholder Majority”). f) [***] To the extent that any of clauses (i) (a) through (ef) 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 Certificate of this Agreement, an individual, firm, corporation, partnership, association, limited liability company, trust or any other entity (collectively, a “Person”) shall be deemed an “Affiliate” of another Person who, directly or indirectly, controls, is controlled by or is under common control with such Person, including, without limitation, any general partner, managing member, officer or director of such Person or any venture capital fund now or hereafter existing that is controlled by one or more general partners or managing members of, or shares the same management company with, such PersonIncorporation.

Board Composition. (ia) Each Stockholder agrees to voteFrom and after the date hereof, or cause and until the provisions of this SECTION 5 cease to be votedeffective, each Securityholder shall vote all Shares owned by such Stockholder, or of its Securityholder Securities and any other voting securities of the Company over which such Stockholder Securityholder has voting controlcontrol and shall take all other necessary or desirable actions within its control (whether in its capacity as a Securityholder, from time to time and at all timesstockholder, in whatever manner as shall be necessary to ensure that at each annual director, member of a board committee or special meeting of stockholders at which an election of directors is held or pursuant to any written consent officer of the stockholdersCompany, or otherwise, and including, without limitation, attendance at meetings in person or by proxy for purposes of obtaining a quorum and execution of written consents in lieu of meetings), and the following persons Company shall take all necessary or desirable actions within its control (including, without limitation, calling special Board and Securityholder meetings), so that for so long as Stig Johansson is employed by the Company or a Subsidiary, Stig Johansson shall be elected to the Board: . It is further agreed that each of Xxxxxxx Xxxxx, Xxxxxx X. Xxxxx, Xxxx Van Ophem and Xxxx Xxxxxx shall have the right to notice of, and the right to attend and participate in (abut not vote at) The first Preferred Director shall be designated by Fall Line Endurance Fund, LP (“Fall Line”) the meetings of the Board for so long as such Stockholder and its Affiliates continue to own any shares of Preferred Stock, which individual shall initially be Xxxx X’Xxxxxhe is employed by the Company or a Subsidiary. (b) The second Preferred Director Company shall be designated pay the reasonable out-of-pocket expenses incurred by S2G Builders Food & Agriculture Fund IIIeach director and observer in connection with attending (i) the meetings of the Board, L.P. any Sub Board and any committees thereof and (“S2G”ii) for so any other meetings at the request of any Company or any of its Subsidiaries. So long as such Stockholder any director designated pursuant to SECTION 5 serves on the Board or any Sub Board, and for six years thereafter, the constituent documents of the Company and each of its Affiliates continue Subsidiaries, as appropriate, shall provide for indemnification and exculpation of directors to own any shares of Preferred Stock, which individual shall initially be Xxxxxxx Xxxxxxthe fullest extent permitted under applicable law. (c) Fall Line and S2GNo director, by mutual agreementofficer, employee or Securityholder of the Company, nor any such Person's spouse, sibling, parent, child or any spouse thereof (each, a "Family Member"), or any corporation, partnership, trust or other entity in which such Person, or any Family Member of such Person, is the holder of a majority of the outstanding capital stock thereof, shall designate the Person enter into any transaction, with the right Company or its Subsidiaries, including any contract, agreement or other arrangement, unless (i) the material facts as to designate such Person's interest and as to the third Preferred Director pursuant contract or transaction are disclosed or are known to this Agreement (the “Designating Party”), provided that if not then a party to this agreement Board or any committee thereof and the Designating Party shall execute a counterpart signature page hereto and be bound Board or such committee in good faith authorizes the contract or transaction by the provisions hereinaffirmative vote of a majority of the disinterested directors; or (ii) the contract or transaction is fair to the Company or its Subsidiary, including for as the avoidance case may be, as of doubt Section 1.6. The Designating Party may be replaced the time it is authorized, approved or ratified by mutual agreement of Fall Line and S2G. There shall initially be a vacancy for the third Preferred DirectorBoard, any committee thereof or the Securityholders. (d) The CEO Director initially be Xxxxxx Xxxxx, 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 as such person’s replacement as the new CEO Director the individual approved by the Board as the replacement Chief Executive Officer. (e) The Independent Director shall initially be a person designated by the Board; provided, that, if for any reason such designee is no longer serving on the Board, or the Noteholder Majority otherwise requests the removal of such individual for any reason, or no reason, each of the Stockholders shall promptly vote their respective shares to remove such individual and elect as such person’s replacement the individual designated in writing by the holders of a majority of the aggregate principal amount of the Notes (the “Noteholder Majority”). To the extent that any of clauses (i) (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 provisions of this Agreement, an individual, firm, corporation, partnership, association, limited liability company, trust or any other entity (collectively, a “Person”) SECTION 5 shall be deemed an “Affiliate” terminate upon the initial Public Sale 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 PersonSecurityholder Securities.

Board Composition. (i) Each Stockholder Holder agrees to vote, or cause to be voted, all Shares Capital Stock of the Company owned by such StockholderHolder, or over which such Stockholder 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 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: (ai) The first Preferred Director shall be Two individuals (collectively, the “Existing Shareholders Designees,” and each, an “Existing Shareholders Designee”) designated by Fall Line Endurance FundJxxxx Xxxxxxx, LP Nxxxxx Xxxx, and Sxxxxx Xxxx (collectively, the “Existing Shareholders, and each, an “Existing Shareholder”) and their Affiliates, by majority vote based upon the total number of shares of Capital Stock then owned by the Existing Shareholders and their Affiliates, which individuals shall initially be Nxxxxx Xxxx and Jxxxx Xxxxxxx, for so long as the Existing Shareholders and their Affiliates continue to collectively own at least 25% of the issued and outstanding shares of Capital Stock of the Company; and (ii) Three individuals designated by Consolidated Water U.S. Holdings, Inc. (“Fall LineCW Holdings”) ), which individuals shall initially be Fxxxxxxxx X. XxXxxxxxx, Wxxxxx X. Xxxxxxxx, and Dxxxx X. Xxxxxxx, for so long as such Stockholder Holder and its Affiliates continue to collectively own any at least 25% of the issued and outstanding shares of Preferred Stock, which individual shall initially be Xxxx X’Xxxxx. (b) The second Preferred Director shall be designated by S2G Builders Food & Agriculture Fund III, L.P. (“S2G”) for so long as such Stockholder and its Affiliates continue to own any shares of Preferred Stock, which individual shall initially be Xxxxxxx Xxxxxx. (c) Fall Line and S2G, by mutual agreement, shall designate the Person with the right to designate the third Preferred Director pursuant to this Agreement (the “Designating Party”), provided that if not then a party to this agreement the Designating Party shall execute a counterpart signature page hereto and be bound by the provisions herein, including for the avoidance of doubt Section 1.6. The Designating Party may be replaced by mutual agreement of Fall Line and S2G. There shall initially be a vacancy for the third Preferred Director. (d) The CEO Director initially be Xxxxxx Xxxxx, provided that if for any reason the CEO Director shall cease to serve as the Chief Executive Officer Capital Stock 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 as such person’s replacement as the new CEO Director the individual approved by the Board as the replacement Chief Executive Officer. (e) The Independent Director shall initially be a person designated by the Board; provided, that, if for any reason such designee is no longer serving on the Board, or the Noteholder Majority otherwise requests the removal of such individual for any reason, or no reason, each of the Stockholders shall promptly vote their respective shares to remove such individual and elect as such person’s replacement the individual designated in writing by the holders of a majority of the aggregate principal amount of the Notes (the “Noteholder Majority”). To the extent that any of clauses (i) (a) through or (eb) 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 shareholders of the Company entitled to vote thereon in accordance with, and pursuant to, the Company’s Restated Certificate. For purposes Articles of this Agreement, an individual, firm, corporation, partnership, association, limited liability company, trust or any other entity (collectively, a “Person”) shall be deemed an “Affiliate” of another Person who, directly or indirectly, controls, is controlled by or is under common control with such Person, including, without limitation, any general partner, managing member, officer or director of such Person or any venture capital fund now or hereafter existing that is controlled by one or more general partners or managing members of, or shares the same management company with, such PersonIncorporation and Bylaws.

Board Composition. (ia) Each Stockholder agrees to vote, or cause to be voted, all of the Shares entitled to vote owned by such Stockholder, or over which Stockholder has voting control, from time to time and at all times, 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 that each of Mxxxxxx Xxxxxxxxx, Rxxxxxx Xxxxxxxxxx and Wxxxxxx Xxxxx shall be elected to the Board. Upon the resignation or removal of Mxxxxxx Xxxxxxxxx, Rxxxxxx Xxxxxxxxxx, or any successor of either, from the Board, Wxxxxxx Xxxxx shall have the right to designate the individual to replace Mxxxxxx Xxxxxxxxx, Rxxxxxx Xxxxxxxxxx, or either’s successor, respectively, as a replacement director, and if the successor named by Wxxxxxx Xxxxx has similar experience and qualifications and is reasonably acceptable to the Series D Majority, then each Stockholder agrees to vote, or cause to be voted, all of the Shares entitled to vote owned by such Stockholder, or over which 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 such successor shall be elected to the Board. (b) Following receipt by the Company of written notice from a Series D Majority that they have affirmatively elected to exercise their rights under this Section 1.2 to designate directors to serve on the Board (an “Election Notice”), which such Election Notice shall be promptly forwarded by the Company to each Stockholder upon receipt thereof, 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 (i) increase the size of the Board to up to five (5) directors and (ii) 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, up to two (2) individual persons designated by the following persons Series D Majority shall be elected to the Board: (a) The first Preferred Director shall be designated by Fall Line Endurance Fund, LP (“Fall Line”) for so long as such Stockholder and its Affiliates continue to own any shares of Preferred Stock, which individual shall initially be Xxxx X’Xxxxx. (b) The second Preferred Director shall be designated by S2G Builders Food & Agriculture Fund III, L.P. (“S2G”) for so long as such Stockholder and its Affiliates continue to own any shares of Preferred Stock, which individual shall initially be Xxxxxxx Xxxxxx. (c) Fall Line and S2G, by mutual agreement, shall designate the Person with the right to designate the third Preferred Director pursuant to this Agreement (the “Designating Party”), provided that if not then a party to this agreement the Designating Party shall execute a counterpart signature page hereto and be bound by the provisions herein, including for the avoidance of doubt Section 1.6. The Designating Party may be replaced by mutual agreement of Fall Line and S2G. There shall initially be a vacancy for the third Preferred Director. (d) The CEO Director initially be Xxxxxx Xxxxx, provided that if for any reason the CEO Director shall cease to serve as 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 as such person’s replacement as the new CEO Director the individual approved by the Board as the replacement Chief Executive Officer. (e) The Independent Director shall initially be a person designated by the Board; provided, that, if for any reason such designee is no longer serving on the Board, or the Noteholder Majority otherwise requests the removal of such individual for any reason, or no reason, each of the Stockholders shall promptly vote their respective shares to remove such individual and elect as such person’s replacement the individual designated in writing by the holders of a majority of the aggregate principal amount of the Notes (the “Noteholder Majority”). To the extent that any of clauses (i) (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”) shall be deemed an “Affiliate” of another Person who, directly or indirectly, controls, is controlled by or is under common control with such Person, including, without limitation, any general partner, managing member, officer or director of such Person or any venture capital fund now or hereafter existing that is controlled by one or more general partners or managing members of, or shares the same management company with, such Person.

Board Composition. (i) Each Stockholder agrees to vote, or cause to be voted, all Shares owned by such Stockholder, or over which such Stockholder has voting control, from time to time and at all times, in whatever manner as shall be necessary to ensure that at each annual or special meeting of stockholders Stockholders at which an election of directors is held or pursuant to any written consent of the stockholdersStockholders, the following persons Persons shall be elected to the Board: (a) The first Preferred Director shall be designated by Fall Line Endurance Fund, LP Jxxxxx Xxxxxxxx (“Fall LineFxxxxxxx”) for so long as such Stockholder Fxxxxxxx holds at least seven and its Affiliates continue to own any shares one-half percent (7.5%) of Preferred Stock, which individual shall initially be Xxxx X’Xxxxx.the outstanding Capital Stock of the Company on an as converted basis; (b) The second Preferred Director shall be designated by S2G Builders Food & Agriculture Fund III, L.P. Jxxxxx Xxxxxxx (“S2GBxxxxxx”) for so long as such Stockholder and its Affiliates continue to own any shares of Preferred Stock, which individual shall initially be Xxxxxxx Xxxxxx.); (c) Fall Line and S2G, by mutual agreement, shall designate the Person with the right to designate the third Preferred Director pursuant to this Agreement Bxxxxxx Xxxxxx (the “Designating PartySilver”), provided that if not then a party to this agreement the Designating Party shall execute a counterpart signature page hereto and be bound by the provisions herein, including for the avoidance of doubt Section 1.6. The Designating Party may be replaced by mutual agreement of Fall Line and S2G. There shall initially be a vacancy for the third Preferred Director.; (d) The CEO Director initially be Xxxxxx XxxxxSo long as Bxxxxxx is a 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 as such person’s replacement as the new CEO Director the one individual approved nominated by the Board as the replacement Chief Executive Officer. (e) The Independent Director shall initially be a person designated by the Board; provided, that, if for any reason such designee Bxxxxxx who is no longer serving on the Board, or the Noteholder Majority otherwise requests the removal of such individual for any reason, or no reason, each of the Stockholders shall promptly vote their respective shares to remove such individual and elect as such person’s replacement the individual designated in writing confirmed by the holders of a majority of the aggregate principal amount of Shares held by the Notes Stockholders who are identified as “Original RAD Stockholders” on Schedule A (the “Noteholder MajorityNominated Director #1”); and (e) So long as Fxxxxxxx and Sxxxxx are each a director, one individual nominated by Fxxxxxxx and Sxxxxx who is confirmed by the holders of a majority of the Shares held by the Stockholders who are identified as “Former AR Stockholders” on Schedule A (the “Nominated Director #2”). To the extent that any of clauses (i) (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 Stockholders of the Company entitled to vote thereon in accordance with, and pursuant to, the Company’s Restated Certificate. For purposes Certificate of this Agreement, an individual, firm, corporation, partnership, association, limited liability company, trust or any other entity (collectively, a “Person”) shall be deemed an “Affiliate” of another Person who, directly or indirectly, controls, is controlled by or is under common control with such Person, including, without limitation, any general partner, managing member, officer or director of such Person or any venture capital fund now or hereafter existing that is controlled by one or more general partners or managing members of, or shares the same management company with, such PersonIncorporation.

Board Composition. (ia) Each For so long as they hold any of the Shares issued to them by the Company, each Stockholder agrees to vote, or cause to be voted, all Shares shares of Common Stock and Preferred 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 (i) to ensure that the size of the Company’s Board shall be set and remain at thirteen (13) directors appointed as set forth in this Section 8; provided, however, that if the Manna Investor is permitted to designate a director pursuant to Subsection 8.1(h) below, the size of the Company’s Board shall be set and remain at fifteen (15) directors appointed as set forth in this Section 8 and (ii) in favor of any director designated pursuant to Subsections 8.1(b)-(h) below. (b) For so long as the SJF Investors hold in the aggregate at least the SJF Requisite Amount, each Stockholder agrees to vote, or cause to be voted, all shares of Common Stock and Preferred 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, one (1) individual designated by the following persons SJF Investors (the “SJF Director”) shall be elected to the Board: (a) The first Preferred Director shall be designated by Fall Line Endurance Fund, LP (“Fall Line”) for so long as such Stockholder and its Affiliates continue to own any shares of Preferred Stock, which individual who shall initially be Xxxx X’Xxxxx. (b) The second Preferred Director shall be designated by S2G Builders Food & Agriculture Fund III, L.P. (“S2G”) for so long as such Stockholder and its Affiliates continue to own any shares of Preferred Stock, which individual shall initially be Xxxxxxx Xxxxxx. (c) Fall Line For so long as the Investeco Investors hold in the aggregate at least the Investeco Requisite Amount, each Stockholder agrees to vote, or cause to be voted, all shares of Common Stock and S2GPreferred Stock owned by such Stockholder, by mutual agreementor over which such Stockholder has voting control, from time to time and at all times, in whatever manner as shall designate the Person with the right be necessary to designate the third Preferred Director ensure that at each annual or special meeting of stockholders at which an election of directors is held or pursuant to this Agreement any written consent of the stockholders, one (1) individual designated by the Investeco Investors (the “Designating PartyInvesteco Director”)) shall be elected to the Board, provided that if not then a party to this agreement the Designating Party shall execute a counterpart signature page hereto and be bound by the provisions herein, including for the avoidance of doubt Section 1.6. The Designating Party may be replaced by mutual agreement of Fall Line and S2G. There which shall initially be a vacancy for the third Preferred Directorvacant. (d) The CEO Director For so long as the Arborview Investor holds in the aggregate at least the Arborview Requisite Amount, each Stockholder agrees to vote, or cause to be voted, all shares of Common Stock and Preferred 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, one (1) individual designated by the Arborview Investor (the “Arborview Director”) shall be elected to the Board, who shall initially be Xxxxxx Xxxxx, 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 as such person’s replacement as the new CEO Director the individual approved by the Board as the replacement Chief Executive OfficerXxxx Xxxxxx. (e) The Independent Director For so long as the Inherent Investor holds in the aggregate at least the Inherent Requisite Amount, each Stockholder agrees to vote, or cause to be voted, all shares of Common Stock and Preferred 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 initially be a person necessary to ensure that at each annual or special meeting of stockholders at which an election of directors is held or pursuant to any written consent of the stockholders, one (1) individual designated by the Board; provided, that, if for any reason such designee is no longer serving on the Board, or the Noteholder Majority otherwise requests the removal of such individual for any reason, or no reason, each of the Stockholders shall promptly vote their respective shares to remove such individual and elect as such person’s replacement the individual designated in writing by the holders of a majority of the aggregate principal amount of the Notes Inherent Investor (the “Noteholder Majority”). To the extent that any of clauses (i) (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 “PersonInherent Director”) shall be deemed elected to the Board, who shall initially be Xxxxxxx X. Xxxxx. (f) For so long as the Bowie Investor holds in the aggregate at least the Bowie Requisite Amount, each Stockholder agrees to vote, or cause to be voted, all shares of Common Stock and Preferred 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, one (1) individual designated by the Bowie Investor (the “Affiliate” Bowie Director”) shall be elected to the Board, who shall initially be Xxxxx Xxxxxx. The Stockholders acknowledge that the Bowie Director is an executive officer of another Person whoWhole Foods Market, 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 Inc. and/or one or more general partners of its subsidiaries and, due to the vendor relationship of the Company with Whole Foods Market, Inc., will from time to time have conflicts of interest in discharging the duties of the Bowie Director; and that the existence of such conflicts of interest shall not be a basis for removal of the Bowie Director. In connection with the Board’s consideration of any transaction in which the Bowie Director reasonably believes that he or managing members ofshe may have a conflict of interest within the meaning of DGCL Section 144, he or she will endeavor to inform the Board as to any material facts regarding such conflict of interest which have not been previously disclosed to the Board. (g) For so long as the Sunrise Investor holds in the aggregate at least the Sunrise Requisite Amount, each Stockholder agrees to vote, or cause to be voted, all shares of Common Stock and Preferred 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 same management company withstockholders, one (1) individual designated by the Sunrise Investor (the “Sunrise Director”) shall be elected to the Board, who is currently Xxxxx Xxxxx. (h) For so long as the Manna Investor holds in the aggregate at least the Manna Requisite Amount, each Stockholder agrees to vote, or cause to be voted, all shares of Common Stock and Preferred Stock owned by such PersonStockholder, 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, one (1) individual designated by the Manna Investor (the “Manna Director”) shall be elected to the Board, who shall initially be Xxxxx Xxxxxx. (i) Subject to Subsection 10.4, the remaining seven (7) directors will be elected by a Majority Vote, provided that at such time as the size of the Board is expanded to fifteen (15) directors in accordance with Subsection 8.1(a), the remaining eight (8) directors will be elected by a Majority Vote.

Board Composition. (ia) Each Xxxxxxx Stockholder agrees to vote, or cause to be voted, all Shares owned held by such Stockholder, or over which such Xxxxxxx Stockholder has voting power or 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, one person (the following persons “Greenwood Designee”) designated by the Greenwood Stockholders shall be elected to the Board: (a) The first Preferred Director shall be designated by Fall Line Endurance Fund, LP (“Fall Line”) for so long as such Stockholder and its Affiliates continue to own any shares of Preferred Stock, which individual shall initially be Xxxx X’XxxxxXxxxxxxxx Xxxxxx. The Xxxxxxxxx Designee shall be appointed to any and all Committees of the Board designated by the Greenwood Stockholders. (b) The second Preferred Director Each Greenwood Stockholder agrees to vote, or cause to be voted, all Shares held by them, or over which such Stockholder has voting power or 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, one person (the “Xxxxxxx Designee”) designated by S2G Builders Food & Agriculture Fund III, L.P. (“S2G”) for so long as such Stockholder and its Affiliates continue the Xxxxxxx Stockholders shall be elected to own any shares of Preferred Stockthe Board, which individual shall initially be Xxxxxxx Xxxxxx. (c) Fall Line and S2G, by mutual agreement, shall designate the Person with the right to designate the third Preferred Director pursuant to this Agreement (the “Designating Party”), provided that if not then a party to this agreement the Designating Party shall execute a counterpart signature page hereto and be bound by the provisions herein, including for the avoidance of doubt Section 1.6Xxxxx Xxxxxxx. The Designating Party may Xxxxxxx Designee shall be replaced by mutual agreement of Fall Line appointed to any and S2G. There shall initially be a vacancy for the third Preferred Director. (d) The CEO Director initially be Xxxxxx Xxxxx, provided that if for any reason the CEO Director shall cease to serve as 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 all Committees of the Board and (ii) to elect as such person’s replacement as the new CEO Director the individual approved by the Board as the replacement Chief Executive Officer. (e) The Independent Director shall initially be a person designated by the Board; Xxxxxxx Stockholders, provided, thathowever, if for any reason such designee is no longer serving on the Board, or the Noteholder Majority otherwise requests the removal of such individual for any reason, or no reason, each that so long as Xx. Xxxxxxx serves as an officer of the Stockholders shall promptly vote their respective shares to remove such individual and elect as such person’s replacement Corporation the individual designated in writing by the holders of a majority of the aggregate principal amount of the Notes (the “Noteholder Majority”). To the extent that any of clauses (i) (a) through (e) above Xxxxxxx Designee 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, be elected 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 PersonCompensation Committee.

Board Composition. (i) Each Stockholder agrees to vote, or cause to be voted, all Shares owned by such Stockholder, or over which such Stockholder has voting control, from time to time and at all times, in whatever manner as shall be necessary to ensure that at each annual or special meeting of stockholders at which an election of directors is held or pursuant to any written consent of the stockholders, subject to Section 6, the following persons shall be elected to the Board: (a) The first Preferred Director shall be Up to three individuals designated from time to time by Fall Line Endurance FundXxxxx Xxxxx and Xxxxxx Xxxxxx (each a “Founder Designee”), LP (“Fall Line”) for so long as such Stockholder Xxxxx Xxxxx and its Affiliates Xxxxxx Xxxxxx continue to own beneficially any shares of Preferred Common Stock, which individual individuals shall initially be Xxxxx Xxxxx, Xxxxxx Xxxxxx, and Xxxx X’Xxxxx.Xxxxxxx; (b) The second Preferred Director shall be Up to three individuals designated by S2G Builders Food & Agriculture Fund III, L.P. (“S2G”) for so long as such Stockholder and its Affiliates continue from time to own any shares of Preferred Stock, which individual shall initially be Xxxxxxx Xxxxxx. (c) Fall Line and S2G, by mutual agreement, shall designate the Person with the right to designate the third Preferred Director pursuant to this Agreement (the “Designating Party”), provided that if not then a party to this agreement the Designating Party shall execute a counterpart signature page hereto and be bound by the provisions herein, including for the avoidance of doubt Section 1.6. The Designating Party may be replaced by mutual agreement of Fall Line and S2G. There shall initially be a vacancy for the third Preferred Director. (d) The CEO Director initially be Xxxxxx Xxxxx, provided that if for any reason the CEO Director shall cease to serve as 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 as such person’s replacement as the new CEO Director the individual approved by the Board as the replacement Chief Executive Officer. (e) The Independent Director shall initially be a person designated by the Board; provided, that, if for any reason such designee is no longer serving on the Board, or the Noteholder Majority otherwise requests the removal of such individual for any reason, or no reason, each of the Stockholders shall promptly vote their respective shares to remove such individual and elect as such person’s replacement the individual designated in writing time by the holders of a majority of the aggregate principal amount outstanding shares of the Notes Common Stock not held by Xxxxx Xxxxx or Xxxxxx Xxxxxx (each an “Investor Designee”), which individuals shall initially be Xxxxxxx Xxxxxxx, Xxxx Xxxxxx and Xxxx Xxxxx; and (c) One individual designated by Xxxxx Xxxxx and subject to the approval of at least two Investor Designees, for as long as Xxxxx Xxxxx or members of his immediate family continue to own or control Shares equal to at least 9.13% of the issued and outstanding shares of Common Stock (the “Noteholder MajorityXxxxx Designee”), which individual shall initially be Xxxxxx Xxxxxxxxx, and if Xxxxx Xxxxx or members of his immediate family do not own or control Shares equal to at least 9.13% of the issued and outstanding shares of Common Stock, the Xxxxx Designee will be determined by the majority vote of the Founder Designees and the Investor Designees. To the extent that any of clauses (i) (a) through (ec) 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 CertificateCertificate of Incorporation. Each of the Founder Designees, Investors Designees, and the Xxxxx Designee (and each of their respective replacements) are required (i) to be a stockholder, or the legal representative of a stockholder, of the Company, (ii) to have previous experience acting in a similar role, and (iii) to have skills that are strategically valuable to the Company; provided, however, the incumbent members of the Board may waive these requirements for any designee by the affirmative vote of at least two-thirds of the incumbent members of the Board. 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. (i) Each Stockholder agrees to vote, or cause to be voted, all Shares owned by such Stockholder, or over which such Stockholder has voting control, from time to time and at all times, in whatever manner as shall be necessary to ensure that at each annual or special meeting of stockholders at which an election of directors is held or pursuant to any written consent of the stockholders, subject to Section 5, the following persons shall be elected to the Board: (a) The first As the Preferred Director shall be Director, one (1) person designated from time to time by Fall Line Endurance FundPronghorn Investment Management, LP LLC (“Fall LinePronghorn”) ), for so long as such Stockholder Pronghorn and its Affiliates continue to beneficially own any shares of Common Stock (including shares of Common Stock issued or issuable upon conversion of the Preferred Stock), which individual as of the date of this Agreement is Xxxxxx Xxxxx. (b) As the first Common Director, one individual who is designated by the Stockholders holding a majority of the issued and outstanding shares of Common Stock, which individual as of the date of this Agreement is Xxxxx Xxxxxxx; (c) As the second Common Director, one individual designated from time to time by the Stockholders holding a majority of the issued and outstanding shares of Common Stock, which individual shall initially be Xxxx X’Xxxxx. (b) The second Preferred Director shall be designated by S2G Builders Food & Agriculture Fund IIIXxxxxx; For clarity, L.P. (“S2G”) for so long as such Stockholder and its Affiliates continue to own any shares the extent that the election of Preferred Stock, which individual shall initially be Xxxxxxx Xxxxxx. (c) Fall Line and S2G, by mutual agreement, shall designate the Person with the right to designate the third Preferred a Director pursuant to this Agreement (the “Designating Party”), provided that if not then a party to this agreement the Designating Party shall execute a counterpart signature page hereto and be bound by the provisions herein, including for the avoidance of doubt Section 1.6. The Designating Party may be replaced by mutual agreement of Fall Line and S2G. There shall initially be a vacancy for the third Preferred Director. (d) The CEO Director initially be Xxxxxx Xxxxx, provided that if for any reason the CEO Director shall cease to serve as 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 as such person’s replacement as the new CEO Director the individual approved by the Board as the replacement Chief Executive Officer. (e) The Independent Director shall initially be a person designated by the Board; provided, that, if for any reason such designee is no longer serving on the Board, or the Noteholder Majority otherwise requests the removal of such individual for any reason, or no reason, each of the Stockholders shall promptly vote their respective shares to remove such individual and elect as such person’s replacement the individual designated in writing by the holders of a majority of the aggregate principal amount of the Notes (the “Noteholder Majority”). To the extent that any of foregoing clauses (i) (a) through (ec) above shall is not be applicable, any member of the Board who would otherwise have been designated in accordance with wth 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 controlled by or is under common control with such Person, including, without limitation, any general partner, managing member, officer or director of such Person or any venture capital fund now or hereafter existing that is controlled by one or more general partners or managing members of, or shares the same management company with, such Person.

Board Composition. (i) Each Stockholder agrees to vote, or cause to be voted, all Shares Common Stock now owned and acquired hereafter (including, without limitation, in connection with any stock split, stock dividend, recapitalization, reorganization, or the like or shares of Common Stock issued to a Stockholder upon the conversion and/or exercise of Convertible Securities and Options) 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, and the Corporation shall take all necessary or desirable actions within its control (including, without limitation, calling special board and stockholder meetings), so the following actions can be taken and the following persons shall can be elected to the BoardBoard of Directors: (a) The first Preferred Director Each Stockholder also agrees to vote, or cause to be voted, all shares of Common Stock now owned and acquired hereafter (including, without limitation, in connection with any stock split, stock dividend, recapitalization, reorganization, or the like or shares of Common Stock issued to a Stockholder upon the conversion and/or exercise of Convertible Securities and Options) by such Stockholder, or over which such Stockholder has voting control, and shall take all other necessary or desirable actions within such Stockholder's control, and the Corporation shall take all necessary or desirable actions within its control, from time to time and at all times, in whatever manner as shall be designated by Fall Line Endurance Fundnecessary to ensure that all members of the Corporation's Board of Directors which includes Xxxx Xxxx, LP (“Fall Line”) for so long Xxxx XxXxxxxxxx, Xxxxxxx Xxxxx, Xxx Xxxxxx and Xxxxxxxx Xxxxxxx are removed or cause to be removed as such Stockholder and its Affiliates continue to own any shares members of Preferred Stock, which individual shall initially be Xxxx X’Xxxxx.the Corporation's Board of Directors; (b) The second Preferred Director Each Stockholder also agrees to vote, or cause to be voted, all shares of Common Stock now owned and acquired hereafter (including, without limitation, in connection with any stock split, stock dividend, recapitalization, reorganization, or the like or shares of Common Stock issued to a Stockholder upon the conversion and/or exercise of Convertible Securities and Options) by such Stockholder, or over which such Stockholder has voting control, and shall take all other necessary or desirable actions within such Stockholder's control, and the Corporation shall take all necessary or desirable actions within its control, from time to time and at all times, in whatever manner as shall be necessary to ensure the election and appointment of five individuals designated by S2G Builders Food & Agriculture Fund IIIDTV Holding to the Corporation's Board of Directors, L.P. (“S2G”) for so long initially, Xxxxxx X. Xxxxxxx, Xxx X. Xxxx and three other individuals as such Stockholder and its Affiliates continue to own any shares of Preferred Stock, which individual shall initially be Xxxxxxx Xxxxxx. (c) Fall Line and S2G, designated by mutual agreement, shall designate the Person with the right to designate the third Preferred Director DTV Holding pursuant to this Agreement (the “Designating Party”"DTV Holding Directors"), provided that if not then a party to this agreement the Designating Party shall execute a counterpart signature page hereto and be bound by the provisions herein, including for the avoidance of doubt Section 1.6. The Designating Party may be replaced by mutual agreement of Fall Line and S2G. There shall initially be a vacancy for the third Preferred Director.; (dc) The CEO Director initially be Xxxxxx Xxxxx, 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 as such person’s replacement as the new CEO Director the individual approved by the Board as the replacement Chief Executive Officer. (e) The Independent Director shall initially be a person designated by the Board; provided, that, if for any reason such designee is no longer serving on the Board, or the Noteholder Majority otherwise requests the removal of such individual for any reason, or no reason, each of the Stockholders shall promptly vote their respective shares to remove such individual and elect as such person’s replacement the individual designated in writing by the holders of a majority of the aggregate principal amount of the Notes (the “Noteholder Majority”). To the extent that any of clauses clause (i) (a) through (eb) above shall not be applicable, any member of the Board of Directors who would otherwise have been designated in accordance with the terms thereof shall instead be voted upon by all of the stockholders of the Company Corporation entitled to vote thereon in accordance with, and pursuant to, the Company’s Restated CertificateCertificate of Incorporation, the Corporation's bylaws, and applicable law. For purposes So long as designees of this AgreementDTV Holding serve as members of the Corporation's Board of Directors, an individualand five years thereafter, firm, corporation, partnership, association, limited liability company, trust or any other entity (collectively, a “Person”) the Certificate of Incorporation and the Corporation's bylaws shall be deemed an “Affiliate” provide for indemnification and exculpation of another Person who, directly or indirectly, controls, is controlled by or is directors to the fullest extent permitted 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 Personapplicable law.