Common use of Board of Directors and Management Clause in Contracts

Board of Directors and Management. Effective on the Exercise Date and immediately following exercise of the Option and the Shareholders’ Agreement Termination, the Securityholders and the Board, respectively, shall: (a) increase the size of the Board from two directors to three directors, comprised of two representatives of the Optionee and one representative of the Securityholders, who will be Dr. Rxxxxx Xxxxxxx; and (b) appoint Dr. Rxxxxx Xxxxxxx as the Chief Executive Officer and a Chief Financial Officer of the Optionee’s choosing (collectively, the “Board Reconstitution”). The Optionor shall, prior to the exercise of the Option, procure the following: (i) duly executed resignation and mutual releases in the form and substance satisfactory to the Optionor and the Optionee, acting reasonably, from each director and officer of the Optionor who will no longer be serving in such capacity or capacities following exercise of the Option; and (ii) consents to act as a director from each new director and officer to be appointed following exercise of the Option, such that, effective on the Exercise Date, the directors and officers of the Optionor will be as set forth above. The Securityholders shall execute and deliver all such documents, including a unanimous resolution, and do all such acts and things as may be necessary to authorize and approve the Board Reconstitution.

Board of Directors and Management. Effective on the Exercise Date and immediately following exercise of the Option and the Shareholders’ Agreement Termination, the Securityholders and the Board, respectively, shall: (a) increase the size of the Board from two directors to three directors, comprised of two representatives of the Optionee and one representative of the Securityholders, who will be Dr. Rxxxxx Xxxxxx Xxxxxxx; and (b) appoint Dr. Rxxxxx Xxxxxx Xxxxxxx as the Chief Executive Officer and a Chief Financial Officer of the Optionee’s choosing (collectively, the “Board Reconstitution”). The Optionor shall, prior to the exercise of the Option, procure the following: (i) duly executed resignation and mutual releases in the form and substance satisfactory to the Optionor and the Optionee, acting reasonably, from each director and officer of the Optionor who will no longer be serving in such capacity or capacities following exercise of the Option; and (ii) consents to act as a director from each new director and officer to be appointed following exercise of the Option, such that, effective on the Exercise Date, the directors and officers of the Optionor will be as set forth above. The Securityholders shall execute and deliver all such documents, including a unanimous resolution, and do all such acts and things as may be necessary to authorize and approve the Board Reconstitution.