Common use of Board of Directors and Officers of Parent Clause in Contracts

Board of Directors and Officers of Parent. Parent will take all actions necessary to cause the Parent Board, immediately after the Effective Time, to consist of seven members, it being understood that (a) Company shall have the right to designate up to five members of the Parent Board, one of which shall be appointed as Chairman of Parent following the Effective Time, and (b) Parent shall have the right to designate up to two members of the Parent Board. Prior to the mailing of the Proxy Statement/Prospectus, Parent shall provide executed resignation letters (effective as of the Effective Time) for all members of the board of directors who will no longer be members of the Parent Board effective immediately after the Effective Time; provided, however, the Parties acknowledge that so long as Parent remains a public reporting company, the Parent Board will continue to satisfy all applicable Legal Requirements with respect to membership and composition, including, without limitation, maintaining an independent audit committee, and the nominations by Company and Parent hereunder will allow Parent to comply with such applicable Legal Requirements. Each new member of the Parent Board that was not a member of the Parent Board immediately before the Effective Time shall enter into an indemnification agreement with Parent, on a form to be mutually agreeable to Parent and, within fifteen (15) days of their appointment. The officers of Parent following the Effective Time will be elected by the Parent Board immediately following the Effective Time by the Parent Board as composed under this Section 5.10.

Board of Directors and Officers of Parent. Parent will take all actions necessary necessary, in consultation with Company, to cause the Parent Boardboard of directors of Parent, immediately after the Effective Time, to consist of seven members, it being understood that the members designated by the Company (athe “Company Appointees”) Company shall have prior to the right to designate up to five members mailing of the Parent Board, one of which shall be appointed as Chairman of Parent following the Effective Time, and (b) Parent shall have the right to designate up to two members of the Parent BoardProxy Statement/Prospectus/Information Statement. Prior to the mailing of the Proxy Statement/Prospectus/Information Statement, Parent shall provide executed resignation letters (effective as of the Effective Time) for all members of the board of directors who will no longer be members (including each committee thereof), other than Ren Ren, and the scientific advisory board of the Parent Board effective immediately after as of the Effective Time; provided, however, the Parties parties acknowledge that so long as Parent remains a public reporting company, the board of directors of Parent Board will continue to satisfy all applicable Legal Requirements with respect to membership securities laws and composition, including, without limitation, maintaining an independent audit committeeas applicable the rules and regulations of the stock exchange on which the Parent’s common stock is trading, and the nominations by Company and Parent hereunder will allow Parent to comply with such applicable Legal Requirements. Each new member of the board of directors of Parent Board that was not a member of the board of directors of Parent Board immediately before the Effective Time shall enter into an indemnification agreement with Parent, on a form to be mutually agreeable to agreed between Parent andand the Company (and absent such agreement, on Parent’s form indemnification agreement), within fifteen (15) days of their appointment. The executive officers of Parent following immediately after the Effective Time will be elected designated by the Parent Board immediately following Company (and such individuals will, to the Effective Time by extent reasonably practicable, be identified prior to the Parent Board as composed under this Section 5.10Company sending the Proxy Statement/Prospectus/Information Statement).

Board of Directors and Officers of Parent. Parent will take all actions necessary necessary, in consultation with Company, to cause the Parent Boardboard of directors of Parent, immediately after the Effective Time, to consist of seven members, it being understood that one individual designated by Parent (athe “Parent Appointee”) and six individuals designated by Company shall have (the right “Company Appointees”) in the classes set forth on Schedule 5.11 to designate up to five members of the Parent Board, one of which shall be appointed as Chairman of Parent following the Effective Time, and (b) Parent shall have the right to designate up to two members of the Parent Board. Prior provided prior to the mailing date of the Proxy Statement/Prospectus/Information Statement and will, Parent shall prior to the Company sending the Information Statement, provide executed resignation letters (effective as of the Effective Time) for all members of the board of directors who will no longer be members of the board of directors of Parent Board effective immediately after the Effective Time; provided, however, the Parties parties acknowledge that so long as Parent remains a public reporting company, the board of directors of Parent Board will continue to satisfy all applicable Legal Requirements with respect to membership and compositionsecurities laws, including, without limitation, maintaining an independent audit committee, and the nominations by Company and Parent hereunder will allow Parent to comply with such applicable Legal Requirements. Each new member of the board of directors of Parent Board that was not a member of the board of directors of Parent Board immediately before the Effective Time shall enter into an indemnification agreement with Parent, on a form to be mutually agreeable to Parent andParent’s standard form, within fifteen (15) days of their appointment. The executive officers of Parent following immediately after the Effective Time will be elected by those set forth in Schedule 5.11 (and such individuals will be identified prior to the Parent Board immediately following Company sending the Effective Time by the Parent Board as composed under this Section 5.10Information Statement).

Board of Directors and Officers of Parent. Parent will take all actions necessary to cause the Parent Board, immediately after the Effective Time, to consist of seven five (5) members, it being understood that (a) Company shall have the right to designate up to five four (4) members of the Parent Board, one of which shall be appointed as Chairman of Parent following the Effective Time, and (b) Parent shall have the right to designate up to two members one (1) member of the Parent Board, provided that such member designated by Parent must be acceptable to the Company. Prior to the mailing of the Proxy Statement/Prospectus, Parent shall provide executed resignation letters (effective as of the Effective Time) for all members of the board of directors who will no longer be members of the Parent Board effective immediately after the Effective Time; provided, however, the Parties acknowledge that so long as Parent remains a public reporting company, the Parent Board will continue to satisfy all applicable Legal Requirements with respect to membership and composition, including, without limitation, maintaining an independent audit committee, and the nominations by Company and Parent hereunder will allow Parent to comply with such applicable Legal Requirements. Each new member of the Parent Board that was not a member of the Parent Board immediately before the Effective Time shall enter into an indemnification agreement with Parent, on in a form to be mutually agreeable acceptable to Parent andand Company (and absent such agreement, on Parent’s form indemnification agreement), within fifteen (15) days of their appointment. The officers of Parent following the Effective Time will be elected by the Parent Board immediately following the Effective Time by the Parent Board as composed under this Section 5.10Time.

Board of Directors and Officers of Parent. (a) Parent will take all actions necessary to cause the Parent Boardboard of directors of Parent, immediately after the Effective Time, to consist of seven membersup to nine (9) directors, it being understood that of which four (a4) Company directors shall have the right to designate be designated by Neurotrope and shall include Xxxx Xxxxxxxxx, Xxxxx Xxxxxxxxx, Xxxxxxx Xxxx and Xxxx Xxxxxx, and up to five members of the Parent Board, one of which (5) directors who shall be appointed as Chairman of Parent following designated by the Effective Time, and (b) Parent shall have Company in the right to designate up to two members of the Parent BoardProxy Statement. Prior to the mailing of the Proxy Statement/Prospectus, Parent Neurotrope shall provide executed resignation letters (effective as of the Effective Time) for all members of the board of directors who will no longer be members of the Parent Board board of directors of Neurotrope effective immediately after the Effective Time; provided, however, the Parties parties acknowledge that so long as Parent remains a public reporting company, the board of directors of Parent Board will continue to satisfy all applicable Legal Requirements with respect to membership and compositionsecurities laws, including, without limitation, maintaining an independent audit committee, and the nominations by Company and Parent Neurotrope hereunder will allow Parent to comply with such applicable Legal Requirements. Each new member of the board of directors of Parent Board that was not a member of the Parent Board immediately before the Effective Time shall enter into an indemnification agreement with Parent, on a form to be mutually agreeable to Parent anddetermined by the Parties, within fifteen (15) days of their appointment. . (b) The officers parties hereby agree that Xxxxxxx Xxxx shall be appointed as the Chief Executive Officer of Parent following the Effective Time will be elected by the Parent Board immediately following the Effective Time by the Parent Board as composed under this Section 5.10Times.