Common use of Election and Replacement Clause in Contracts

Election and Replacement. From and after the Effective Time until the date when all obligations under this Agreement have been discharged (including all indemnification obligations under Article VIII hereof and the payment of all Royalties or Milestones, if any), Company Stockholders who are entitled to receive in excess of [***]% of the Initial Merger Consideration (the “Super Majority”), may, from time to time upon written notice to the Stockholder Representative and Parent, remove any Stockholder Representative (including any appointed by Parent as provided below) or appoint a new Stockholder Representative to fill any vacancy created by the death, incapacitation, resignation or removal of any Stockholder Representative. If the Super Majority is required to but has not appointed a successor Stockholder Representative to fill any vacancy within [***] ([***]) Business Days from written notice from Parent to all Company Stockholders and a request by Parent to appoint a successor Stockholder Representative, Parent shall have the right to appoint a Stockholder Representative to fill any such vacancy from the Company Stockholders prior to the Merger, and shall use reasonable efforts to advise all Company Stockholders of such appointment by written notice; provided, however, that a Super Majority shall thereafter retain the right to remove the Stockholder Representative or appoint a new Stockholder Representative pursuant to this Section 2.12. A copy of any appointment by the Super Majority of any successor Stockholder Representative shall be provided to Parent promptly after such appointment has been effected. Each successor Stockholder Representative shall have all of the power, authority, rights and privileges conferred by this Agreement upon the original Stockholder Representative.

Election and Replacement. From and after the Effective Time Closing until the date when all obligations under this Agreement have been discharged (including all indemnification obligations under Article VIII hereof and the payment of all Royalties or Milestones, if anyVII hereof), Company Stockholders Equityholders who are were entitled to receive in excess of [***]% seventy-five percent (75%) of the Initial Merger Consideration Closing Payment Amount payable to the former holders of Series A Preferred Stock (the “Super MajoritySupermajority”), may, from time to time upon written notice to the Stockholder Equityholders’ Representative and Parent, remove any Stockholder Equityholders’ Representative (including any appointed by Parent as provided below) or appoint a new Stockholder Equityholders’ Representative to fill any vacancy created by the death, incapacitation, resignation or removal of any Stockholder Equityholders’ Representative. If the Super Majority Supermajority is required to but has not appointed a successor Stockholder Equityholders’ Representative to fill any vacancy within [***] ten ([***]10) Business Days from written notice from Parent to all Company Stockholders former holders of Series A Preferred Stock and a request by Parent to appoint a successor Stockholder Equityholders’ Representative, Parent shall have the right to appoint a Stockholder an Equityholders’ Representative to fill any such vacancy from the directors of the Company Stockholders prior to the MergerClosing, and shall use commercially reasonable efforts to advise all Company Stockholders Equityholders of such appointment by written notice; provided, however, that a Super Majority Supermajority shall thereafter retain the right to remove the Stockholder Equityholders’ Representative or appoint a new Stockholder Equityholders’ Representative pursuant to this Section 2.128.1(b). A copy of any appointment by the Super Majority Supermajority of any successor Stockholder Equityholders’ Representative shall be provided to Parent promptly after such appointment has it shall have been effected. Each successor Stockholder Equityholders’ Representative shall have all of the power, authority, rights and privileges conferred by this Agreement upon the original Stockholder Equityholders’ Representative, and the term “Equityholders’ Representative” as used herein shall be deemed to include any successor Equityholders’ Representative. 13 To be determined prior to signing this agreement.

Election and Replacement. From and after During the Effective Time until period ending upon the date when all obligations under this Agreement have been discharged (including all indemnification obligations under Article VIII hereof and the payment of all Royalties or Milestones, if anySection 12.2 hereof), Company Stockholders Employee Shareholders who are entitled immediately prior to receive in excess the Effective Time held an aggregate number of [***]shares of innoCOMM Common Stock, including shares issuable upon exercise of innoCOMM Options, which exceeded 50% of the Initial Merger Consideration number of shares of innoCOMM Common Stock, including shares issuable upon exercise of innoCOMM Options, held by Employee Shareholders immediately prior to the Effective Time (the “Super a "Majority”"), may, from time to time upon written notice to the Stockholder Shareholder Representative and ParentNational, remove any Stockholder the Shareholder Representative (including any appointed by Parent as provided belowNational) or appoint a new Stockholder Shareholder Representative to fill any vacancy created by the death, incapacitation, resignation or removal of any Stockholder the Shareholder Representative. Furthermore, if the Shareholder Representative dies, becomes incapacitated, resigns or is removed by a Majority, the Majority shall appoint a successor Shareholder Representative to fill the vacancy so created. If the Super Majority is required to but has not appointed a successor Stockholder Shareholder Representative to fill any vacancy within [***] fifteen ([***]15) Business Days business days from written notice from Parent to all Company Stockholders and a request by Parent National to appoint a successor Stockholder Shareholder Representative, Parent National shall have the right to appoint a Stockholder Shareholder Representative to fill any such vacancy so created from the Company Stockholders directors of innoCOMM prior to the Merger, and shall use reasonable efforts to advise all Company Stockholders the Employee Shareholders of such appointment by written notice; provided, however, that a Super Majority shall thereafter retain the right to remove the Stockholder Representative or appoint a new Stockholder Representative pursuant to this Section 2.12. A copy of any appointment by the Super Majority of any successor Stockholder Shareholder Representative shall be provided to Parent National promptly after such appointment has it shall have been effected. Each successor Stockholder Representative shall have all of the power, authority, rights and privileges conferred by this Agreement upon the original Stockholder Representative.

Election and Replacement. From and after the Effective Time Closing Date until the date when all obligations under this Agreement have been discharged (including all indemnification obligations under Article VIII hereof and the payment of all Royalties or Milestones, if anyX hereof), Company the Stockholders who are entitled immediately prior to receive in excess the Effective Time held an aggregate number of [***]shares of SAL Xxock which exceeded 50% of the Initial Merger Consideration number of shares of SAL Xxock outstanding immediately prior to the Effective Time (the “Super a "Majority”"), may, from time to time upon written notice to the Stockholder Stockholder/Noteholder Representative and ParentJMAR, remove any Stockholder the Stockholder/Noteholder Representative (including any appointed by Parent as provided belowJMAR) or appoint a new Stockholder Stockholder/Noteholder Representative to fill any vacancy created by the death, incapacitation, resignation or removal of any Stockholder the Stockholder/Noteholder Representative. Furthermore, if the Stockholder/Noteholder Representative dies, becomes incapacitated, resigns or is removed by a Majority, the Majority shall appoint a successor Stockholder/Noteholder Representative to fill the vacancy so created. If the Super Majority is required to but has not appointed a successor Stockholder Stockholder/Noteholder Representative to fill any vacancy within [***] fifteen ([***]15) Business Days business days from written notice from Parent to all Company Stockholders and a request by Parent JMAR to appoint a successor Stockholder Stockholder/Noteholder Representative, Parent JMAR shall have the right to appoint a Stockholder Stockholder/Noteholder Representative to fill any such vacancy so created from the Company Stockholders prior directors of SAL xxior to the Merger, and shall use reasonable efforts to advise all Company Stockholders those who were holders of SAL Xxock immediately prior to the Effective Time of such appointment by written notice; provided, however, that a Super Majority shall thereafter retain the right to remove the Stockholder Representative or appoint a new Stockholder Representative pursuant to this Section 2.12. A copy of any appointment by the Super Majority of any successor Stockholder Stockholder/Noteholder Representative shall be provided to Parent JMAR promptly after such appointment has it shall have been effected. Each successor Stockholder Representative shall have all of the power, authority, rights and privileges conferred by this Agreement upon the original Stockholder Representative.

Election and Replacement. From and after During the Effective Time until period ending upon the date when all obligations under this Agreement have been discharged (including all indemnification obligations under Article VIII hereof and the payment of all Royalties or Milestones, if anySection 12.2 hereof), Company Stockholders Shareholders (other than National) who are entitled immediately prior to receive in excess the Effective Time held an aggregate number of [***]shares of DigitalQuake Common Stock, including shares issuable upon exercise of DigitalQuake Options, which exceeded 50% of the Initial Merger Consideration number of shares of DigitalQuake Common Stock, including shares issuable upon exercise of DigitalQuake Options, held by Shareholders (other than National) immediately prior to the “Super Effective Time (a "Majority”"), may, from time to time upon written notice to the Stockholder Shareholder Representative and ParentNational, remove any Stockholder the Shareholder Representative (including any appointed by Parent as provided belowNational) or appoint a new Stockholder Shareholder Representative to fill any vacancy created by the death, incapacitation, resignation or removal of any Stockholder the Shareholder Representative. Furthermore, if the Shareholder Representative dies, becomes incapacitated, resigns or is removed by a Majority, the Majority shall appoint a successor Shareholder Representative to fill the vacancy so created. If the Super Majority is required to but has not appointed a successor Stockholder Shareholder Representative to fill any vacancy within [***] fifteen ([***]15) Business Days business days from written notice from Parent to all Company Stockholders and a request by Parent National to appoint a successor Stockholder Shareholder Representative, Parent National shall have the right to appoint a Stockholder Shareholder Representative to fill any such vacancy so created from the Company Stockholders directors of DigitalQuake prior to the Merger, and shall use reasonable efforts to advise all Company Stockholders the Shareholders of such appointment by written notice; provided, however, that a Super Majority shall thereafter retain the right to remove the Stockholder Representative or appoint a new Stockholder Representative pursuant to this Section 2.12. A copy of any appointment by the Super Majority of any successor Stockholder Shareholder Representative shall be provided to Parent National promptly after such appointment has it shall have been effected. Each successor Stockholder Representative shall have all of the power, authority, rights and privileges conferred by this Agreement upon the original Stockholder Representative.

Election and Replacement. From and after the Effective Time Closing until the date when all obligations under this Agreement have been discharged (including all indemnification obligations under Article VIII hereof and the payment of all Royalties or Milestones, if anyIX hereof), Company Stockholders Equityholders who are were entitled to receive in excess of [***]% seventy-five percent (75)% of the Initial Merger Consideration Purchase Price-To Owners at Closing payable to the former holders of Company Capital Stock (the “Super MajoritySupermajority”), may, from time to time upon written notice to the Stockholder Equityholders’ Representative and Parent, remove any Stockholder Equityholders’ Representative (including any appointed by Parent as provided below) or appoint a new Stockholder Equityholders’ Representative to fill any vacancy created by the death, incapacitation, resignation or removal of any Stockholder Equityholders’ Representative. If the Super Majority Supermajority is required to but has not appointed a successor Stockholder Equityholders’ Representative to fill any vacancy within [***] ten ([***]10) Business Days from written notice from Parent to all former holders of Company Stockholders Capital Stock and a request by Parent to appoint a successor Stockholder Equityholders’ Representative, Parent shall have the right to appoint a Stockholder an Equityholders’ Representative to fill any such vacancy from the directors of the Company Stockholders prior to the MergerClosing, and shall use commercially reasonable efforts to advise all Company Stockholders Equityholders of such appointment by written notice; provided, however, that a Super Majority Supermajority shall thereafter retain the right to remove the Stockholder Equityholders’ Representative or appoint a new Stockholder Equityholders’ Representative pursuant to this Section 2.1210.1(b). A copy of any appointment by the Super Majority Supermajority of any successor Stockholder Equityholders’ Representative shall be provided to Parent promptly after such appointment has it shall have been effected. Each successor Stockholder Equityholders’ Representative shall have all of the power, authority, rights and privileges conferred by this Agreement upon the original Stockholder Equityholders’ Representative, and the term “Equityholders’ Representative” as used herein shall be deemed to include any successor Equityholders’ Representative.

Election and Replacement. From and after the Effective Time until the date when all obligations under this Agreement have been discharged (including all indemnification obligations under Article VIII hereof and the payment of all Royalties or Milestones, if anyhereof), Company Stockholders Participating Rights Holders who are entitled to receive in excess of [***]50% of the Initial Merger Consideration (the “Super Majority”), may, from time to time upon written notice to the Stockholder Equityholder Representative and Parent, remove any Stockholder Equityholder Representative (including any appointed by Parent as provided below) or appoint a new Stockholder Equityholder Representative to fill any vacancy created by the death, incapacitation, resignation or removal of any Stockholder Equityholder Representative. If the Super Majority is required to but has not appointed a successor Stockholder Equityholder Representative to fill any vacancy within [***] twenty ([***]20) Business Days from written notice from Parent to all Company Stockholders Participating Rights Holders and a request by Parent to appoint a successor Stockholder Equityholder Representative, Parent shall have the right to appoint a Stockholder an Equityholder Representative to fill any such vacancy from the directors of the Company Stockholders prior to the Merger, and shall use commercially reasonable efforts to advise all Company Stockholders Participating Rights Holders of such appointment by written notice; provided, however, that a Super Majority shall thereafter retain the right to remove the Stockholder Equityholder Representative or appoint a new Stockholder Equityholder Representative pursuant to this Section 2.122.13. A copy of any appointment by the Super Majority of any successor Stockholder Equityholder Representative shall be provided to Parent promptly after such appointment has it shall have been effected. Each successor Stockholder Equityholder Representative shall have all of the power, authority, rights and privileges conferred by this Agreement upon the original Stockholder Equityholder Representative, and the term “Equityholder Representative” as used herein shall be deemed to include any successor Equityholder Representative.

Election and Replacement. From and after the Effective Time Closing Date until the date when all obligations under this Agreement have been discharged (including all indemnification obligations under Article VIII hereof and the payment of all Royalties or Milestones, if anyX hereof), Company the Stockholders who are entitled immediately prior to receive in excess the Effective Time held an aggregate number of [***]shares of Cell-Matrix Common Stock which exceeded 50% of the Initial Merger Consideration number of shares of Cell-Matrix Common Stock outstanding immediately prior to the Effective Time (the “Super a "Majority”"), may, from time to time upon written notice to the Stockholder Representative and ParentBuyer, remove any the Stockholder Representative (including any appointed by Parent as provided belowBuyer) or appoint a new Stockholder Representative to fill any vacancy created by the death, incapacitation, resignation or removal of any the Stockholder Representative. Furthermore, if the Stockholder Representative dies, becomes incapacitated, resigns or is removed by a Majority, the Majority shall appoint a successor Stockholder Representative to fill the vacancy so created. If the Super Majority is required to but has not appointed a successor Stockholder Representative to fill any vacancy within [***] fifteen ([***]15) Business Days business days from written notice from Parent to all Company Stockholders and a request by Parent Buyer to appoint a successor Stockholder Representative, Parent Buyer shall have the right to appoint a Stockholder Representative to fill any such vacancy so created from the Company Stockholders directors of Cell-Matrix prior to the Merger, and shall use reasonable efforts to advise all Company Stockholders those who were holders of Cell-Matrix Common Stock immediately prior to the Effective Time of such appointment by written notice; provided, however, that a Super Majority shall thereafter retain the right to remove the Stockholder Representative or appoint a new Stockholder Representative pursuant to this Section 2.12. A copy of any appointment by the Super Majority of any successor Stockholder Representative shall be provided to Parent Buyer promptly after such appointment has it shall have been effected. Each successor Stockholder Representative shall have all of the power, authority, rights and privileges conferred by this Agreement upon the original Stockholder Representative.

Election and Replacement. From and after the Effective Time execution of this Agreement until the date when all obligations under this Agreement have been discharged (including all indemnification obligations under Article VIII hereof and the payment of all Royalties or Milestones, if any9), Company Stockholders who are entitled to receive in excess a Majority of [***]% of the Initial Merger Consideration (the “Super Majority”), Sellers may, from time to time upon written notice to the Stockholder Holder Representative and ParentPurchaser, (i) remove any Stockholder Holder Representative (including any Holder Representative appointed by Parent Purchaser as provided below) or (ii) appoint a new Stockholder Holder Representative to fill any vacancy created by the death, incapacitation, resignation or removal of any Stockholder Holder Representative. If the Super a Majority of Sellers is required to but has not appointed a successor Stockholder Holder Representative to fill any vacancy within [***] ([***]) Business Days from after Purchaser has sent a written notice from Parent to all Company Stockholders and a request by Parent to Majority of Sellers requesting that they appoint a successor Stockholder Holder Representative, Parent Purchaser shall have the right to appoint a Stockholder Holder Representative to fill any such vacancy from the Company Stockholders prior to the Merger, and shall use reasonable efforts to advise all Company Stockholders of such appointment by written noticevacancy; provided, however, that a Super Majority of Sellers shall thereafter retain the right to remove the Stockholder Holder Representative or appoint a new Stockholder Holder Representative pursuant to this Section 2.1211.4(b). A copy of any appointment by the Super a Majority of Sellers of any successor Stockholder Holder Representative shall be provided to Parent Purchaser promptly after such appointment has it shall have been effected. Each successor Stockholder Holder Representative shall have all of the power, authority, rights and privileges conferred by this Agreement upon the original Stockholder Holder Representative, and the term “Holder Representative” as used herein shall be deemed to include any successor Holder Representative.