Common use of Director Designation Rights Clause in Contracts

Director Designation Rights. (a) Subject to (i) review and approval by the Company’s Board of Directors and its Nominating and Corporate Governance Committee, (ii) the terms of Company’s certificate of incorporation and bylaws, as amended from time to time, (iii) compliance with applicable law or regulation or the rules of the principal market on which the Common Stock is traded, and (iv) satisfaction of eligibility, independence and other criteria applicable to members of the Company’s Board of Directors established by the Company from time to time (the “Appointment Criteria”), the Company agrees to appoint one individual selected by the AIGH Holder (the “Appointed Director”) to the Company’s Board of Directors initially as a Class II director (which class’s current term ends at the Company’s annual meeting of stockholders to be held in 2025), at or promptly following the Closing by taking all necessary action by the Company or its Board of Directors to effect such appointment. Upon the conclusion of the Appointed Director’s term(s) on the Company’s Board of Directors, subject to the satisfaction of the Appointment Criteria, the Company agrees to include the Appointed Director as a nominee in the Company’s slate of nominees for election as directors of the Company at the Company’s annual meeting of stockholders for the applicable year(s), and to use its best efforts to cause the election of the Appointed Director. For the avoidance of doubt, the Company shall use substantially the same level of effort and provide substantially the same level of support as is used and/or provided for the other director nominees of the Company with respect to the applicable meeting of stockholders. Furthermore, for the avoidance of doubt, failure of the stockholders of the Company to elect the Appointed Director for one or more additional terms shall not be deemed a breach of the Company’s obligations hereunder. In such case, and in the event any designated Appointed Director or serving Appointed Director is not approved or ceases to serve as a director, the AIGH Holder may designate each such occasion a substitute Appointed Director subject to the Appointment Criteria and the same Company obligations set forth above with respect to the initial Appointed Director. The Company’s Board of Directors and/or its Nominating and Corporate Governance Committee may (but is not obligated to) request that the Appointed Director serve on one or more of the standing committees of the Company’s Board of Directors, subject to the Appointed Director’s satisfaction of independence and other qualifications required to serve on such committee(s). (b) In connection with the appointment of the Appointed Director to the Company’s Board of Directors (A) the Appointed Director must provide to the Company (i) all information reasonably requested by the Company that is required to be or customarily disclosed for directors, candidates for directors, and their affiliates and representatives in a proxy statement or other filings under applicable law or regulation or stock exchange rules or listing standards, in each case, relating to his or her nomination or election as a director of the Company and (ii) information reasonably requested by the Company in connection with assessing eligibility, independence and other criteria applicable to directors or satisfying compliance and legal or regulatory obligations, in each case, relating to his or her nomination or election as a director of the Company, including, any customary background checks, interviews, questionnaires or other investigations as may be conducted by or on behalf of the Company, and (B) the Appointed Director must agree to comply with all of the Company’s policies and procedures to the same extent as each other director of the Company, including, but not limited to, any corporate governance guidelines, code of conduct and securities trading policy, in each case as may be adopted and/or amended from time to time. (c) If, at any time on or after the date of this Agreement, the AIGH Holder, ceases to beneficially own at least 4,000,000 shares of Common Stock or Common Stock Equivalents, including but not limited to Warrants, on a deemed fully converted and exercised basis (as adjusted for any stock splits, combinations, recapitalizations or similar events), or at such time as the rules of the principal market on which the Common Stock is traded requires the termination of such rights, the rights conferred under this section shall no longer apply.

Director Designation Rights. (a) Subject to (i) review and approval by the Company’s Board of Directors and its Nominating and Corporate Governance Committee, (ii) the terms of Company’s certificate of incorporation and bylaws, as amended from time to time, (iii) compliance with applicable law or regulation or the rules of the principal market on which the Common Stock is traded, and (iv) satisfaction of eligibility, independence and other criteria applicable to members of the Company’s Board of Directors established by the Company from time to time (the “Appointment Criteria”), the The Company agrees to appoint one individual selected by the AIGH Holder Xxxxxx Xxxxxxxx, MD (the “Appointed Director”) to the Company’s Board of Directors initially as a Class II director (which class’s current term ends at the Company’s annual meeting of stockholders to be held in 2025), at or promptly following effective on the Closing Date by taking all necessary action by the Company or its Board of Directors to effect such appointment. Upon the conclusion of the Appointed Director’s term(s) on the Company’s Board of Directors, subject to the satisfaction of the Appointment Criteria, the Company agrees to include the Appointed Director as a nominee in the Company’s slate of nominees for election as directors of the Company at the Company’s annual meeting of stockholders for the applicable year(s), and to use its commercially best efforts to cause the election of the Appointed Director. For the avoidance of doubt, the Company shall use substantially the same level of effort and provide substantially the same level of support as is used and/or provided for the other director nominees of the Company with respect to the applicable meeting of stockholders. Furthermore, for the avoidance of doubt, failure of the stockholders of the Company to elect the Appointed Director for one or more additional terms shall not be deemed a breach of the Company’s obligations hereunder. In such case, and in the event any designated Appointed Director or serving Appointed Director is not approved or ceases to serve as a director, the AIGH Holder Purchasers may designate on each such occasion a substitute Appointed Director subject to the Appointment Criteria and the same Company obligations set forth above with respect to the initial Appointed Director. The Company’s Board of Directors and/or its Nominating and Corporate Governance Committee may (but is not obligated to) request that the Appointed Director serve on one or more of the standing committees of the Company’s Board of Directors, subject to the Appointed Director’s satisfaction of independence and other qualifications required to serve on such committee(s). (b) In connection with the appointment of the Appointed Director to the Company’s Board of Directors (Ai) the Appointed Director must provide to the Company (iA) all information reasonably requested by the Company that is required to be or customarily disclosed for directors, candidates for directors, and their affiliates and representatives in a proxy statement or other filings under applicable law or regulation or stock exchange rules or listing standards, in each case, relating to his or her nomination or election as a director of the Company and (iiB) information reasonably requested by the Company in connection with assessing eligibility, independence and other criteria applicable to directors or satisfying compliance and legal or regulatory obligations, in each case, relating to his or her nomination or election as a director of the Company, including, any customary background checks, interviews, questionnaires or other investigations as may be conducted by or on behalf of the Company, and (Bii) the Appointed Director must agree to comply with all of the Company’s policies and procedures to the same extent as each other director of the Company, including, but not limited to, any corporate governance guidelines, code of conduct and securities trading policy, in each case as may be adopted and/or amended from time to time. (c) If, at any time on or after the date of this Agreement, the AIGH Holder, ceases to beneficially own at least 4,000,000 shares of Common Stock or Common Stock Equivalents, including but not limited to Warrants, on a deemed fully converted and exercised basis (as adjusted for any stock splits, combinations, recapitalizations or similar events), or at such time as the rules of the principal market on which the Common Stock is traded requires the termination of such rights, the rights conferred under this section shall no longer apply.

Director Designation Rights. (a) Subject to Nasdaq Listing Rule 5640 (ithe “Voting Rights Rule”) review and approval in the event that the EW Purchasers purchase at least an aggregate of fifty percent (50%) of the Units offered by the Company’s Company pursuant to this Agreement at the Closing, for so long as the EW Purchasers (and their Affiliates) beneficially own Common Shares, including any outstanding Warrant Shares, the EW Purchasers shall be entitled to designate for recommendation by the Governance and Nominating Committee of the Board of Directors and its Nominating and Corporate Governance Committeepursuant to Section 4.9(c) and, (ii) upon such recommendation, nomination by the terms of Company’s certificate of incorporation and bylaws, as amended from time to time, (iii) compliance with applicable law or regulation or the rules of the principal market on which the Common Stock is traded, and (iv) satisfaction of eligibility, independence and other criteria applicable to members of the Company’s Board of Directors established by the Company Directors, one (1) director from time to time as set forth below (any individual designated by the EW Purchasers, the “Appointment CriteriaPurchaser Designee”), the Company agrees to appoint one individual selected by the AIGH Holder (the “Appointed Director”) to the Company’s Board of Directors initially as a Class II director (which class’s current term ends at the Company’s annual meeting of stockholders to be held in 2025), at or promptly following the Closing by taking all necessary action by the Company or its Board of Directors to effect such appointment. Upon the conclusion of the Appointed Director’s term(s) on the Company’s Board of Directors, subject to the satisfaction of the Appointment Criteria, the Company agrees to include the Appointed Director as a nominee in the Company’s slate of nominees for election as directors of the Company at the Company’s annual meeting of stockholders for the applicable year(s), and to use its best efforts to cause the election of the Appointed Director. For the avoidance of doubt, the Company EW Purchasers shall use substantially not be entitled to designate any Purchaser Designee pursuant to this Section 4.9(a) if at any time such designation would violate the same level of effort Voting Rights Rule, after consultation with Nasdaq. Notwithstanding the foregoing, each Purchaser Designee must be reasonably acceptable to the Governance and provide substantially the same level of support as is used and/or provided for the other director nominees Nominating Committee of the Company with respect to Board of Directors and the applicable meeting Board of stockholdersDirectors. Furthermore, for The EW Purchasers may not assign the rights set forth in this Section 4.9(a) without the prior written consent of the Company. For the avoidance of doubt, failure the EW Purchasers’ right to designate a Purchaser Designee hereunder is in addition to the EW Purchasers’ right to designate a director for the Board of Directors pursuant to Section 4.9 of the stockholders Initial Securities Purchase Agreement. In the event that Nasdaq informs the Company that it is not in compliance with the Voting Rights Rule as a result of the EW Purchaser’s rights under this Section 4.9(a), each EW Purchaser shall cooperate with the Company to elect the Appointed Director for one or more additional terms shall not be deemed a breach of the Company’s obligations hereunder. In promptly remedy such case, and in the event any designated Appointed Director or serving Appointed Director is not approved or ceases to serve as a director, the AIGH Holder may designate each such occasion a substitute Appointed Director subject to the Appointment Criteria and the same Company obligations set forth above with respect to the initial Appointed Director. The Company’s Board of Directors and/or its Nominating and Corporate Governance Committee may (but is not obligated to) request that the Appointed Director serve on one or more of the standing committees of the Company’s Board of Directors, subject to the Appointed Director’s satisfaction of independence and other qualifications required to serve on such committee(s). (b) In connection with the appointment of the Appointed Director to the Company’s Board of Directors (A) the Appointed Director must provide to the Company (i) all information reasonably requested by the Company that is required to be or customarily disclosed for directors, candidates for directors, and their affiliates and representatives in a proxy statement or other filings under applicable law or regulation or stock exchange rules or listing standards, in each case, relating to his or her nomination or election as a director of the Company and (ii) information reasonably requested by the Company in connection with assessing eligibility, independence and other criteria applicable to directors or satisfying compliance and legal or regulatory obligations, in each case, relating to his or her nomination or election as a director of the Company, including, any customary background checks, interviews, questionnaires or other investigations as may be conducted by or on behalf of the Company, and (B) the Appointed Director must agree to comply with all of the Company’s policies and procedures to the same extent as each other director of the Company, including, but not limited to, any corporate governance guidelines, code of conduct and securities trading policy, in each case as may be adopted and/or amended from time to time. (c) If, at any time on or after the date of this Agreement, the AIGH Holder, ceases to beneficially own at least 4,000,000 shares of Common Stock or Common Stock Equivalentsnon-compliance, including but not limited relinquishing its right to Warrants, on a deemed fully converted and exercised basis (as adjusted for any stock splits, combinations, recapitalizations or similar events), or at such time as the rules of the principal market on which the Common Stock is traded requires the termination of such rights, the rights conferred under this section shall no longer applyPurchaser Designee hereunder.

Director Designation Rights. (a) Subject The Company agrees to, subject to approval by the Board of Directors (which approval shall not be unreasonably withheld), appoint (i) review and approval by one individual to the Company’s Board of Directors within thirty (30) calendar days of the Closing Date and its Nominating and Corporate Governance Committee, (ii) an additional individual to the terms of Company’s certificate of incorporation and bylaws, as amended from time to time, (iii) compliance with applicable law or regulation or the rules of the principal market on which the Common Stock is traded, and (iv) satisfaction of eligibility, independence and other criteria applicable to members of the Company’s Board of Directors established if an existing director on the Board of Directors is not removed on or before the annual meeting of the Company immediately following the Closing Date, in each case designated by the Company from time to time (Purchasers purchasing a majority of the “Appointment Criteria”), the Company agrees to appoint one individual selected by the AIGH Holder Shares hereunder (the “Appointed DirectorDirector(s)”) to the Company’s Board of Directors initially as a Class II director (which class’s current term ends at the Company’s annual meeting of stockholders to be held in 2025), at or promptly following the Closing by taking all necessary action by the Company or its Board of Directors to effect such appointmentappointment(s). The Appointed Director(s) must at the time of nomination be eligible under the Delaware General Corporation Law and the rules and policies of the Principal Trading Market (or any other stock exchange upon which the Common Stock is listed) to serve as a director of the Company. Upon the conclusion of the Appointed Director’s Director(s)’ term(s) on the Company’s Board of Directors, subject to the satisfaction of the Appointment Criteria, the Company agrees to include the Appointed Director Director(s) as a nominee nominee(s) in the Company’s slate of nominees for election as directors of the Company at the Company’s annual meeting of stockholders for the applicable year(s), and to use its commercially best efforts to cause the election of the Appointed DirectorDirector(s). For the avoidance of doubt, the Company shall use substantially the same level of effort and provide substantially the same level of support as is used and/or provided for the other director nominees of the Company with respect to the applicable meeting of stockholders. Furthermore, for the avoidance of doubt, failure of the stockholders of the Company to elect the Appointed Director Director(s) for one or more additional terms shall not be deemed a breach of the Company’s obligations hereunder. In such case, and in the event any designated Appointed Director Director(s) or serving Appointed Director Director(s) is not approved or ceases to serve as a director, the AIGH Holder Purchasers may designate on each such occasion a substitute Appointed Director subject to the Appointment Criteria Director(s) and the same Company obligations set forth above with respect to the initial Appointed Director. The Company’s Board of Directors and/or its Nominating and Corporate Governance Committee may (but is not obligated to) request that the Appointed Director serve on one or more of the standing committees of the Company’s Board of Directors, subject to the Appointed Director’s satisfaction of independence and other qualifications required to serve on such committee(sDirector(s). (b) In connection with the appointment of the Appointed Director Director(s) to the Company’s Board of Directors (Ai) the Appointed Director Director(s) must provide to the Company (iA) all information reasonably requested by the Company that is required to be or customarily disclosed for directors, candidates for directors, and their affiliates and representatives in a proxy statement or other filings under applicable law or regulation or stock exchange rules or listing standards, in each case, relating to his or her nomination or election as a director of the Company and (iiB) information reasonably requested by the Company in connection with assessing eligibility, independence and other criteria applicable to directors or satisfying compliance and legal or regulatory obligations, in each case, relating to his or her nomination or election as a director of the Company, including, any customary background checks, interviews, questionnaires or other investigations as may be conducted by or on behalf of the Company, and (Bii) the Appointed Director Director(s) must agree to comply with all of the Company’s policies and procedures to the same extent as each other director of the Company, including, but not limited to, any corporate governance guidelines, code of conduct and securities trading policy, in each case as may be adopted and/or amended from time to time. (c) If, at any time on or after Notwithstanding the date of this Agreementforegoing, the AIGH Holdernumber of directors which the Purchasers are entitled to appoint pursuant to this Section 4.17 shall at all times be in compliance with Nasdaq Stock Market Listing Rule 5640, ceases to beneficially own at least 4,000,000 shares of Common Stock or Common Stock Equivalentsincluding, including but not limited to Warrantswithout limitation, on a deemed fully converted and exercised basis (as adjusted for any stock splits, combinations, recapitalizations or similar events), or the requirement that at such time as the rules Purchasers hold less than five percent (5%) of the principal market on which total voting securities of the Common Stock is traded requires the termination of such rightsCompany, the rights conferred under this section Purchasers shall no longer applyhave the right to elect directors pursuant to this Section 4.17.

Director Designation Rights. (a) Subject to (i) review and approval by the Company’s Board of Directors and its Nominating and Corporate Governance Committee, (ii) the terms of Company’s certificate of incorporation and bylaws, as amended from time to time, (iii) compliance with applicable law or regulation or the rules of the principal market on which the Common Stock is traded, and (iv) satisfaction of eligibility, independence and other criteria applicable to members of the Company’s Board of Directors established by the Company from time to time (the “Appointment Criteria”), the The Company agrees to appoint one individual selected a director designated by the AIGH Holder Purchasers purchasing a majority of the Shares hereunder (the “Appointed Director”) to the Company’s Board of Directors initially effective as a Class II director (which class’s current term ends at the Company’s annual meeting of stockholders to be held in 2025), at or promptly soon as practicable following the Closing Approval Date by taking all necessary action by the Company or its Board of Directors to effect such appointment. Upon the conclusion of the Appointed Director’s term(s) on the Company’s Board of Directors, subject to the satisfaction of the Appointment Criteria, the Company agrees to include the Appointed Director as a nominee in the Company’s slate of nominees for election as directors of the Company at the Company’s annual meeting of stockholders for the applicable year(s), and to use its commercially best efforts to cause the election of the Appointed Director. For the avoidance of doubt, the Company shall use substantially the same level of effort and provide substantially the same level of support as is used and/or provided for the other director nominees of the Company with respect to the applicable meeting of stockholders. Furthermore, for the avoidance of doubt, failure of the stockholders of the Company to elect the Appointed Director for one or more additional terms shall not be deemed a breach of the Company’s obligations hereunder. In such case, and in the event any designated Appointed Director or serving Appointed Director is not approved or ceases to serve as a director, the AIGH Holder Purchasers may designate on each such occasion a substitute Appointed Director subject to the Appointment Criteria and the same Company obligations set forth above with respect to the initial Appointed Director. The Company’s Board of Directors and/or its Nominating and Corporate Governance Committee may (but is not obligated to) request that the Appointed Director serve on one or more of the standing committees of the Company’s Board of Directors, subject to the Appointed Director’s satisfaction of independence and other qualifications required to serve on such committee(s). (b) In connection with the appointment of the Appointed Director to the Company’s Board of Directors (Ai) the Appointed Director must provide to the Company (iA) all information reasonably requested by the Company that is required to be or customarily disclosed for directors, candidates for directors, and their affiliates and representatives in a proxy statement or other filings under applicable law or regulation or stock exchange rules or listing standards, in each case, relating to his or her nomination or election as a director of the Company and (iiB) information reasonably requested by the Company in connection with assessing eligibility, independence and other criteria applicable to directors or satisfying compliance and legal or regulatory obligations, in each case, relating to his or her nomination or election as a director of the Company, including, any customary background checks, interviews, questionnaires or other investigations as may be conducted by or on behalf of the Company, and (Bii) the Appointed Director must agree to comply with all of the Company’s policies and procedures to the same extent as each other director of the Company, including, but not limited to, any corporate governance guidelines, code of conduct and securities trading policy, in each case as may be adopted and/or amended from time to time. (c) If, at any time on or after the date of this Agreement, the AIGH Holder, ceases to beneficially own at least 4,000,000 shares of Common Stock or Common Stock Equivalents, including but not limited to Warrants, on a deemed fully converted and exercised basis (as adjusted for any stock splits, combinations, recapitalizations or similar events), or at such time as the rules of the principal market on which the Common Stock is traded requires the termination of such rights, the rights conferred under this section shall no longer apply.

Director Designation Rights. (a) Subject to (i) review and approval by the Company’s Board of Directors and its Nominating and Corporate Governance Committee, (ii) the terms of Company’s certificate of incorporation and bylaws, as amended from time to time, (iii) compliance with applicable law or regulation or the rules of the principal market on which the Common Stock is traded, and (iv) satisfaction of eligibility, independence and other criteria applicable to members of the Company’s Board of Directors established by the Company from time to time (the “Appointment Criteria”), the The Company agrees to appoint one individual selected by up to two independent directors in consultation with, and subject to the AIGH Holder approval of, Rxxxxxxx Advisors, Inc. (the “Appointed DirectorDirectors”) to the Company’s Board of Directors initially effective as a Class II director (which class’s current term ends at the Company’s annual meeting of stockholders to be held in 2025), at or promptly soon as practicable following the Closing receipt of Stockholder Approval by taking all necessary action by the Company or its Board of Directors to effect such appointment. The Appointed Directors will be classified, so long as the Company has a classified Board of Directors, in a manner consistent with the Company’s organizational documents and in consultation with Rxxxxxxx Advisors, Inc. Upon the conclusion of the Appointed Director’s Directors’ term(s) on the Company’s Board of Directors, subject to the satisfaction of the Appointment Criteria, the Company agrees to include the Appointed Director Directors as a nominee nominees in the Company’s slate of nominees for election as directors of the Company at the Company’s annual meeting of stockholders for the applicable year(s), and to use its commercially best efforts to cause the election of the Appointed DirectorDirectors. For the avoidance of doubt, the Company shall use substantially the same level of effort and provide substantially the same level of support as is used and/or provided for the other director nominees of the Company with respect to the applicable meeting of stockholders. Furthermore, for the avoidance of doubt, failure of the stockholders of the Company to elect the Appointed Director Directors for one or more additional terms shall not be deemed a breach of the Company’s obligations hereunder. In such case, and in the event any designated Appointed Director or serving Appointed Director is not approved or ceases to serve as a director, the AIGH Holder Rxxxxxxx Advisors, Inc. may designate on each such occasion a substitute Appointed Director subject to the Appointment Criteria and the same Company obligations set forth above with respect to the initial Appointed Director. The Company’s Board of Directors and/or its Nominating and Corporate Governance Committee may (but is not obligated to) request that the Appointed Director serve on one or more of the standing committees of the Company’s Board of Directors, subject to the Appointed Director’s satisfaction of independence and other qualifications required to serve on such committee(s)shall apply. (b) In connection with the appointment of the Appointed Director Directors to the Company’s Board of Directors (Ai) the Appointed Director Directors must provide to the Company (iA) all information reasonably requested by the Company that is required to be or customarily disclosed for directors, candidates for directors, and their affiliates and representatives in a proxy statement or other filings under applicable law or regulation or stock exchange rules or listing standards, in each case, relating to his or her nomination or election as a director of the Company and (iiB) information reasonably requested by the Company in connection with assessing eligibility, independence and other criteria applicable to directors or satisfying compliance and legal or regulatory obligations, in each case, relating to his or her nomination or election as a director of the Company, including, any customary background checks, interviews, questionnaires or other investigations as may be conducted by or on behalf of the Company, and (Bii) the Appointed Director Directors must agree to comply with all of the Company’s policies and procedures to the same extent as each other director of the Company, including, but not limited to, any corporate governance guidelines, code of conduct and securities trading policy, in each case as may be adopted and/or amended from time to time. (c) If, at any time on or after the date of this Agreement, the AIGH Holder, ceases to beneficially own at least 4,000,000 shares of Common Stock or Common Stock Equivalents, including but not limited to Warrants, on a deemed fully converted and exercised basis (as adjusted for any stock splits, combinations, recapitalizations or similar events), or at such time as the rules of the principal market on which the Common Stock is traded requires the termination of such rights, the rights conferred under this section shall no longer apply.