Common use of Election of Board of Directors Clause in Contracts

Election of Board of Directors. (i) The Board shall consist of four (4) directors. (ii) The holders of Common Stock, Series A Preferred Stock and Series A-2 Preferred Stock, voting together as a single class on an as-converted basis, shall be entitled to elect two (2) members of the Board at each meeting or pursuant to each consent of the Company’s stockholders for the election of directors, and to remove from office such directors and to fill any vacancy caused by the resignation, death or removal of such directors; (iii) for so long as at least one million (1,000,000) shares of Series A-3 Preferred Stock remain outstanding (subject to adjustment for any stock split, reverse stock split or similar event affecting the Series A-3 Preferred Stock after the filing date hereof) the holders of the Series A-3 Preferred Stock, voting together as a single class on an as-converted basis, shall be entitled to elect two (2) members of the Board at each meeting or pursuant to each consent of the Company’s stockholders for the election of directors, and to remove from office such directors and to fill any vacancy caused by the resignation, death or removal of such directors; and (iv) the holders of Common Stock and Series Preferred Stock, voting together as a single class on an as-if-converted basis, shall be entitled to elect all remaining members of the Board at each meeting or pursuant to each consent of the Company’s stockholders for the election of directors, and to remove from office such directors and to fill any vacancy caused by the resignation, death or removal of such directors.

Election of Board of Directors. The authorized number of members on the Corporation's Board of Directors shall be five (i5). For so long as at least one million (1,000,000) The Board shall consist shares of four (4) directors. (ii) The holders of Common Stock, Series A Preferred Stock and remain outstanding (subject to adjustment for any stock split, reverse stock split or similar event affecting the Series A-2 Preferred StockA Preferred) the holders of Series A Preferred, voting together as a single class on an as-converted basisseparate class, shall be entitled to elect two (2) members of the Board of Directors (also referred to as the "Board") at each meeting or pursuant to each consent of the Company’s stockholders Corporation's shareholders for the election of directors, and to remove from office such directors and to fill any vacancy caused by the resignation, death or removal of such directors; . Notwithstanding the foregoing, in the event of a change in control, dissolution or liquidation of either Oryx Ventures or Oryx Technologies Corp. (iiicollectively referred to as "Oryx") for or both, thereafter the holders of Series A shall be entitled to elect only one (1) member of the Board. For so long as at least one million (1,000,000) shares of Series A-3 B Preferred Stock and/or Series B-1 Preferred, in the aggregate, remain outstanding (subject to adjustment for any stock split, reverse stock split or similar event affecting the Series A-3 B Preferred Stock after the filing date hereofand/or Series B-1 Preferred) the holders of the Series A-3 B Preferred Stockand Series B-1 Preferred, voting together as a single class on an as-converted basisclass, shall be entitled to elect two one (21) members member of the Corporation's Board of Directors at each meeting or pursuant to each consent of the Company’s stockholders Corporation's shareholders for the election of directors, and to remove from office such director and to fill any vacancy caused by the resignation, death or removal of such director. The holders of Common Stock, voting as a separate class, shall be entitled to elect all remaining members of the Board of Directors at each meeting or pursuant to each consent of the Corporation's shareholders for the election of directors, and to remove from office such directors and to fill any vacancy caused by the resignation, death or removal of such directors; and. For the purposes of this Section 2(c) only, a change of control shall mean: (ivi) any consolidation or merger of Oryx Ventures or Oryx Technologies Corp. with or into any other corporation or other entity or person, or any other corporate reorganization, in which the holders shareholders of Common Stock and Series Preferred StockOryx Ventures or Oryx Technologies Corp., voting together as a single class on an as-if-converted basisthe case may be, shall be entitled immediately prior to elect all remaining members such consolidation, merger or reorganization, own less than 50% of the Board at each meeting given entity's voting power immediately after such consolidation, merger or pursuant reorganization, or any transaction or series of related transactions to each consent which Oryx Ventures or Oryx Technologies Corp. is a party in which in excess of fifty percent (50%) of the Company’s stockholders for given entity's voting power is transferred, excluding any consolidation or merger effected exclusively to change the election domicile of directorsOryx Ventures or Oryx Technologies Corp.; or (ii) a sale, and to remove from office such directors and to fill any vacancy caused by lease, pledge, license or other disposition of all or substantially all of the resignation, death assets of either Oryx Ventures or removal of such directors.Oryx Technologies Corp.

Election of Board of Directors. (i) The Board shall consist For so long as at least 5,000,000 shares of four Series D Preferred remain outstanding (4) directors. (ii) The as adjusted for any stock dividends, combinations, subdivisions, splits, recapitalizations and the like with respect to such shares), the holders of Common Stock, Series A Preferred Stock and Series A-2 Preferred StockD Preferred, voting together as a single class on an as-converted basisseparate series, shall be entitled to elect two (2) members of the Board at each meeting or pursuant to each consent of the Company’s stockholders shareholders for the election of directors, and to remove from office such directors and to fill any vacancy caused by the resignation, death or removal of such directors;. At any meeting held for the purpose of electing directors at a time when the holders of shares of Series D Preferred are entitled to vote as a separate class for the election of directors, the presence in person or by proxy of the holders of a majority of the shares of Series D Preferred then outstanding shall constitute a quorum of shares of Series D Preferred for the election of the directors to be elected solely by the holders of shares of Series D Preferred. (iiiii) for For so long as at least one million (1,000,000) 5,000,000 shares of Series A-3 C Preferred Stock remain outstanding (subject to adjustment as adjusted for any stock splitdividends, reverse stock split or similar event affecting combinations, subdivisions, splits, recapitalizations and the Series A-3 Preferred Stock after the filing date hereof) like with respect to such shares), the holders of the Series A-3 Preferred StockC Preferred, voting together as a single class on an as-converted basisseparate series, shall be entitled to elect two (2) members of the Board at each meeting or pursuant to each consent of the Company’s stockholders shareholders for the election of directors, and to remove from office such directors and to fill any vacancy caused by the resignation, death or removal of such directors; and. At any meeting held for the purpose of electing directors at a time when the holders of shares of Series C Preferred are entitled to vote as a separate class for the election of directors, the presence in person or by proxy of the holders of a majority of the shares of Series C Preferred then outstanding shall constitute a quorum of shares of Series C Preferred for the election of the directors to be elected solely by the holders of shares of Series C Preferred. (iviii) the The holders of Common Stock and Series Preferred StockPreferred, voting together as a single class on an as-if-converted basis, shall be entitled to elect all remaining members of the Board at each meeting or pursuant to each consent of the Company’s stockholders shareholders for the election of directors, and to remove from office such directors and to fill any vacancy caused by the resignation, death or removal of such directors.

Election of Board of Directors. (i) The For so long as any shares of Series A Preferred remain outstanding, the holders of Series A Preferred, voting as a separate class, shall be entitled to elect three members of the Board shall consist (the “Series A Preferred Directors”) at each meeting or pursuant to each consent of four (4) the Company’s stockholders for the election of directors, and to remove from office such directors in accordance with applicable law and to fill any vacancy caused by the resignation, death or removal of such directors. (ii) The holders of Common Stock, Series A Preferred Stock and Series A-2 Preferred Stock, voting together as a single class on an as-converted basisseparate class, shall be entitled to elect two (2) members one member of the Board at each meeting or pursuant to each consent of the Company’s stockholders for the election of directors, and to remove from office such directors director in accordance with applicable law and to fill any vacancy caused by the resignation, death or removal of such directors;director. (iii) for so long as at least one million (1,000,000) shares of Series A-3 Preferred Stock remain outstanding (subject to adjustment for any stock split, reverse stock split or similar event affecting the Series A-3 Preferred Stock after the filing date hereof) the holders of the Series A-3 Preferred Stock, voting together as a single class on an as-converted basis, shall be entitled to elect two (2) members of the Board at each meeting or pursuant to each consent of the Company’s stockholders for the election of directors, and to remove from office such directors and to fill any vacancy caused by the resignation, death or removal of such directors; and (iv) the The holders of Common Stock and Series Preferred StockA Preferred, voting together as a single class on an as-if-converted basis, shall be entitled to elect all remaining members of the Board at each meeting or pursuant to each consent of the Company’s stockholders for the election of directors, and to remove from office such directors in accordance with applicable law and to fill any vacancy caused by the resignation, death or removal of such directors. (iv) Notwithstanding the provisions of Section 223(a)(1) and 223(a)(2) of the DGCL, any vacancy, including newly created directorships resulting from any increase in the authorized number of directors or amendment of this Amended and Restated Certificate of Incorporation, and vacancies created by removal or resignation of a director, may be filled by a majority of the directors then in office, though less than a quorum, or by a sole remaining director, and the directors so chosen shall hold office until the next annual election and until their successors are duly elected and shall qualify, unless sooner displaced; provided, however, that where such vacancy occurs among the directors elected by the holders of a class or series of stock, the holders of shares of such class or series may override the Board’s action to fill such vacancy by (A) voting for their own designee to fill such vacancy at a meeting of the Company’s stockholders or (B) written consent, if the consenting stockholders hold a sufficient number of shares to elect their designee at a meeting of the stockholders in which all members of such class or series are present and voted. Any director may be removed during his or her term of office without cause, by, and only by, the affirmative vote of the holders of the shares of the class or series of stock entitled to elect such director or directors, given either at a special meeting of such stockholders duly called for that purpose or pursuant to a written consent of stockholders, and any vacancy thereby created may be filled by the holders of that class or series of stock represented at the meeting or pursuant to written consent. At any meeting held for the purpose of electing a director, the presence in person or by proxy of the holders of a majority of the outstanding shares of the class or series entitled to elect such director shall constitute a quorum for the purpose of electing such director. (v) No person entitled to vote at an election for directors may cumulate votes to which such person is entitled unless required by applicable law at the time of such election. During such time or times that applicable law requires cumulative voting, every stockholder entitled to vote at an election for directors may cumulate such stockholder’s votes and give one candidate a number of votes equal to the number of directors to be elected multiplied by the number of votes to which such stockholder’s shares are otherwise entitled, or distribute the stockholder’s votes on the same principle among as many candidates as such stockholder desires. No stockholder, however, shall be entitled to so cumulate such stockholder’s votes unless (A) the names of such candidate or candidates have been placed in nomination prior to the voting and (B) the stockholder has given notice at the meeting, prior to the voting, of such stockholder’s intention to cumulate such stockholder’s votes. If any stockholder has given proper notice to cumulate votes, all stockholders may cumulate their votes for any candidates who have been properly placed in nomination. Under cumulative voting, the candidates receiving the highest number of votes, up to the number of directors to be elected, are elected.

Election of Board of Directors. (i) The Board shall consist For so long as any shares of four (4) directors. (ii) The Class A Common Stock and Class F Common Stock remain outstanding, the holders of Class F Common Stock, Series A Preferred Stock and Series A-2 Preferred Stock, voting together as a single class on an as-converted basisclass, shall be entitled to elect two (2) members of the Board at each meeting or pursuant to each consent of the Company’s stockholders for the election of directors, and to remove from office such directors in accordance with applicable law and to fill any vacancy caused by the resignation, death or removal of such directors;. (ii) For so long as any shares of Series B Preferred Stock remain outstanding, the holders of Series B Preferred Stock, voting as a separate class, shall be entitled to elect one (1) member of the Board (the “Series B Director”) at each meeting or pursuant to each consent of the Company’s stockholders for the election of directors, and to remove from office such director in accordance with applicable law and to fill any vacancy caused by the resignation, death or removal of such directors. (iii) for so long as at least one million (1,000,000) shares of Series A-3 Preferred Stock remain outstanding (subject to adjustment for any stock split, reverse stock split or similar event affecting the Series A-3 Preferred Stock after the filing date hereof) the The holders of the Series A-3 Preferred Stock, voting together as a single class on an as-if-converted basis, shall be entitled to elect two one (21) members member of the Board (the “Preferred Director”) at each meeting or pursuant to each consent of the Company’s stockholders for the election of directors, and to remove from office such directors in accordance with applicable law and to fill any vacancy caused by the resignation, death or removal of such directors; and. (iv) the The holders of Common Stock and Series Preferred Stock, Class A Common, Class F Common, and Class V Common voting together as a single class on an as-if-converted basis, shall be entitled to elect all remaining members of the Board at each meeting or pursuant to each consent of the Company’s stockholders for the election of directors, and to remove from office such directors in accordance with applicable law and to fill any vacancy caused by the resignation, death or removal of such directors. (v) Notwithstanding the provisions of Section 223(a)(1) and 223(a)(2) of the DGCL, any vacancy, including newly created directorships resulting from any increase in the authorized number of directors, and vacancies created by removal or resignation of a director, may be filled by a majority of the directors then in office, though less than a quorum, or by a sole remaining director, and the directors so chosen shall hold office until the next annual election and until their successors are duly elected and shall qualify, unless sooner displaced; provided, however, that where such vacancy occurs among the directors elected by the holders of a class or series of stock, the holders of shares of such class or series may override the Board’s action to fill such vacancy by (A) voting for their own designee to fill such vacancy at a meeting of the Company’s stockholders or (B) written consent, if the consenting stockholders hold a sufficient number of shares to elect their designee at a meeting of the stockholders in which all members of such class or series are present and voted. Any director may be removed during his or her term of office without cause, by, and only by, the affirmative vote of the holders of the shares of the class or series of stock entitled to elect such director or directors, given either at a special meeting of such stockholders duly called for that purpose or pursuant to a written consent of stockholders, and any vacancy thereby created may be filled by the holders of that class or series of stock represented at the meeting or pursuant to written consent. At any meeting held for the purpose of electing a director, the presence in person or by proxy of the holders of a majority of the outstanding shares of the class or series entitled to elect such director shall constitute a quorum for the purpose of electing such director. (vi) No person entitled to vote at an election for directors may cumulate votes to which such person is entitled unless required by applicable law at the time of such election. During such time or times that applicable law requires cumulative voting, every stockholder entitled to vote at an election for directors may cumulate such stockholder’s votes and give one candidate a number of votes equal to the number of directors to be elected multiplied by the number of votes to which such stockholder’s shares are otherwise entitled, or distribute the stockholder’s votes on the same principle among as many candidates as such stockholder desires. No stockholder, however, shall be entitled to so cumulate such stockholder’s votes unless (A) the names of such candidate or candidates have been placed in nomination prior to the voting and (B) the stockholder has given notice at the meeting, prior to the voting, of such stockholder’s intention to cumulate such stockholder’s votes. If any stockholder has given proper notice to cumulate votes, all stockholders may cumulate their votes for any candidates who have been properly placed in nomination. Under cumulative voting, the candidates receiving the highest number of votes, up to the number of directors to be elected, are elected.

Election of Board of Directors. (i) The Board shall consist of four (4) directors. (ii) The holders of Class 1 Common Stock, Series A Preferred Stock and Series A-2 Preferred Stock, voting together as a single class on an as-converted basisseparate class, shall be entitled to elect two three (23) members of the Board at each meeting or pursuant to each consent of the Company’s stockholders for the election of directors, and to remove from office such directors in accordance with applicable law and to fill any vacancy caused by the resignation, death or removal of such directors;. (iiiii) for so long as at least one million (1,000,000) shares of Series A-3 Preferred Stock remain outstanding (subject to adjustment for any stock split, reverse stock split or similar event affecting the Series A-3 Preferred Stock after the filing date hereof) the holders of the Series A-3 Preferred Stock, voting together as a single class on an as-converted basis, shall be entitled to elect two (2) members of the Board at each meeting or pursuant to each consent of the Company’s stockholders for the election of directors, and to remove from office such directors and to fill any vacancy caused by the resignation, death or removal of such directors; and (iv) the The holders of Common Stock and Series Preferred StockPreferred, voting together as a single class on an as-if-converted basis, shall be entitled to elect all remaining members of the Board at each meeting or pursuant to each consent of the Company’s stockholders for the election of directors, and to remove from office such directors in accordance with applicable law and to fill any vacancy caused by the resignation, death or removal of such directors. (iii) Notwithstanding the provisions of Section 223(a)(1) and 223(a)(2) of the Delaware General Corporation Law, any vacancy, including newly created directorships resulting from any increase in the authorized number of directors or amendment of this Amended and Restated Certificate of Incorporation, and vacancies created by removal or resignation of a director, may be filled by a majority of the directors then in office, though less than a quorum, or by a sole remaining director, and the directors so chosen shall hold office until the next annual election and until their successors are duly elected and shall qualify, unless sooner displaced; provided, however, that where such vacancy occurs among the directors elected by the holders of a class or series of stock, the holders of shares of such class or series may override the Board’s action to fill such vacancy by (x) voting for their own designee to fill such vacancy at a meeting of the Company’s stockholders or (y) written consent, if the consenting stockholders hold a sufficient number of shares to elect their designee at a meeting of the stockholders in which all members of such class or series are present and voted. Any director may be removed during his or her term of office without cause, by, and only by, the affirmative vote of the holders of the shares of the class or series of stock entitled to elect such director or directors, given either at a special meeting of such stockholders duly called for that purpose or pursuant to a written consent of stockholders, and any vacancy thereby created may be filled by the holders of that class or series of stock represented at the meeting or pursuant to written consent. At any meeting held for the purpose of electing a director, the presence in person or by proxy of the holders of a majority of the outstanding shares of the class or series entitled to elect such director shall constitute a quorum for the purpose of electing such director.

Election of Board of Directors. (i) The Board shall consist of four (4) directors. (ii) The holders of Common Stock, Series A Preferred Stock and Series A-2 Preferred Stock, voting together as a single class on an as-converted basis, shall be entitled to elect two (2) members of the Board at each meeting or pursuant to each consent of the Company’s stockholders for the election of directors, and to remove from office such directors and to fill any vacancy caused by the resignation, death or removal of such directors; (iii) for For so long as at least one ten million (1,000,00010,000,000) shares of Series A-3 Preferred Stock remain outstanding (subject to adjustment for any stock split, reverse stock split or similar event affecting the Series A-3 Preferred Stock after the filing date hereofPreferred) (i) the holders of the Series A-3 A Preferred Stock, voting together as a single class on an as-converted basisseparate class, shall be entitled to elect two (2) members of the Company's Board of Directors at each meeting or pursuant to each consent of the Company’s 's stockholders for the election of directors, and to remove from office such directors and to fill any vacancy caused by the resignation, death or removal of such directors; and (ivii) the holders of Common Stock and Series B Preferred Stock, voting together as a single class on an as-if-converted basisseparate class, shall be entitled to elect all remaining members one (1) member of the Company's Board of Directors at each meeting or pursuant to each consent of the Company’s 's stockholders for the election of directors, and to remove from office such director and to fill any vacancy caused by the registration, death or removal of such director; (iii) the holders of Common Stock, voting as a separate class, shall be entitled to elect two (2) members of the Board of Directors at each meeting or pursuant to each consent of the Company's stockholders for the election of directors, and to remove from office such directors and to fill any vacancy caused by the resignation, death or removal of such directors; and (iv) the holders of Common Stock and Series Preferred, voting together as a single class on an as-if-converted basis, shall be entitled to elect all remaining members of the Board of Directors at each meeting or pursuant to each consent of the Company's stockholders for the election of directors, and to remove from 4. office such directors and to fill any vacancy caused by the resignation, death or removal of such directors.

Election of Board of Directors. (i) The Board shall consist For so long as at least 3,000,000 shares of four Series D Preferred Stock remains outstanding (4subject to adjustment for any stock split, reverse stock split or similar event affecting the Series Preferred after the filing date hereof) directors. (ii) The the holders of Common Stock, Series A Preferred Stock and Series A-2 D Preferred Stock, voting together as a single class on an as-converted basisseparate class, shall be entitled to elect two (2) members of the Board at each meeting or pursuant to each consent of the Company’s stockholders for the election of directors, and to remove from office such director and to fill any vacancy caused by the resignation, death or removal of such director. (ii) For so long as at least 3,000,000 shares of Series C-1 Preferred Stock and Series C-2 Preferred Stock remains outstanding (subject to adjustment for any stock split, reverse stock split or similar event affecting the Series Preferred after the filing date hereof) the holders of Series C-1 Preferred Stock and Series C-2 Preferred Stock, voting together as a separate class, shall be entitled to elect one (1) member of the Board at each meeting or pursuant to each consent of the Company’s stockholders for the election of directors, and to remove from office such director and to fill any vacancy caused by the resignation, death or removal of such director. (iii) For so long as at least 1,086,957 shares of Series C-3 Preferred Stock remain outstanding (subject to adjustment for any stock split, reverse stock split or similar event affecting the Series Preferred after the filing date hereof) the holders of Series C-3 Preferred Stock, voting as a separate class, shall be entitled to elect one (1) member of the Board at each meeting or pursuant to each consent of the Company’s stockholders for the election of directors, and to remove from office such director and to fill any vacancy caused by the resignation, death or removal of such director. (iv) For so long as at least 2,500,000 shares of Series B Preferred Stock remain outstanding (subject to adjustment for any stock split, reverse stock split or similar event affecting the Series Preferred after the filing date hereof) the holders of Series B Preferred Stock, voting as a separate class, shall be entitled to elect two (2) members of the Board at each meeting or pursuant to each consent of the Company’s stockholders for the election of directors, and to remove from office such directors and to fill any vacancy caused by the resignation, death or removal of such directors;. (iiiv) for so long as at least one million (1,000,000) shares of Series A-3 Preferred Stock remain outstanding (subject to adjustment for any stock split, reverse stock split or similar event affecting the Series A-3 Preferred Stock after the filing date hereof) the The holders of the Series A-3 Preferred Common Stock, voting together as a single class on an as-converted basisseparate class, shall be entitled to elect two one (21) members member of the Board at each meeting or pursuant to each consent of the Company’s stockholders for the election of directors, and to remove from office such directors director and to fill any vacancy caused by the resignation, death or removal of such directors; anddirector. (ivvi) the The holders of a majority of the Common Stock and Series Preferred StockPreferred, voting together as a single class on an as-if-converted basisclass, shall be entitled to elect all remaining members of the Board at each meeting or pursuant to each consent of the Company’s stockholders for the election of directors, and to remove from office such directors and to fill any vacancy caused by the resignation, death or removal of such directors. (vii) No person entitled to vote at an election for directors may cumulate votes to which such person is entitled, unless, at the time of such election, the Company is subject to Section 2115 of the California General Corporation Law (“CGCL”). During such time or times that the Company is subject to Section 2115(b) of the CGCL, every stockholder entitled to vote at an election for directors may cumulate such stockholder’s votes and give one candidate a number of votes equal to the number of directors to be elected multiplied by the number of votes to which such stockholder’s shares are otherwise entitled, or distribute the stockholder’s votes on the same principle among as many candidates as such stockholder desires. No stockholder, however, shall be entitled to so cumulate such stockholder’s votes unless (i) the names of such candidate or candidates have been placed in nomination prior to the voting and (ii) the stockholder has given notice at the meeting, prior to the voting, of such stockholder’s intention to cumulate such stockholder’s votes. If any stockholder has given proper notice to cumulate votes, all stockholders may cumulate their votes for any candidates who have been properly placed in nomination. Under cumulative voting, the candidates receiving the highest number of votes, up to the number of directors to be elected, are elected. (viii) During such time or times that the Company is subject to Section 2115(b) of the CGCL, the Board or any individual director may be removed from office at any time without cause by the affirmative vote of the holders of at least a majority of the outstanding shares entitled to vote; provided, however, that unless the entire Board is removed, no individual director may be removed when the votes cast against such director’s removal, or not consenting in writing to such removal, would be sufficient to elect that director if voted cumulatively at an election which the same total number of votes were cast (or, if such action is taken by written consent, all shares entitled to vote were voted) and the entire number of directors authorized at the time of such director’s most recent election were then being elected.

Election of Board of Directors. The authorized number of members on the Company's Board of Directors shall be five (i5). For so long as at least one million (1,000,000) The Board shall consist shares of four (4) directors. (ii) The holders of Common Stock, Series A Preferred Stock and remain outstanding (subject to adjustment for any stock split, reverse stock split or similar event affecting the Series A-2 Preferred StockA Preferred) the holders of Series A Preferred, voting together as a single class on an as-converted basisseparate class, shall be entitled to elect two (2) members of the Board of Directors (also referred to as the "Board") at each meeting or pursuant to each consent of the Company’s stockholders Corporation's shareholders for the election of directors, and to remove from office such directors and to fill any vacancy caused by the resignation, death or removal of such directors; . Notwithstanding the foregoing, in the event of a change in control, dissolution or liquidation of either Oryx Ventures or Oryx Technologies Corp. (iiicollectively referred to as "Oryx") for or both, thereafter the holders of Series A shall be entitled to elect only one (1) member of the Board. For so long as at least one million (1,000,000) shares of Series A-3 B Preferred Stock remain outstanding (subject to adjustment for any stock split, reverse stock split or similar event affecting the Series A-3 Preferred Stock after the filing date hereofB Preferred) the holders of the Series A-3 Preferred StockB Preferred, voting together as a single class on an as-converted basisseparate class, shall be entitled to elect two one (21) members member of the Corporation's Board of Directors at each meeting or pursuant to each consent of the Company’s stockholders Corporation's shareholders for the election of directors, and to remove from office such director and to fill any vacancy caused by the resignation, death or removal of such director. The holders of Common Stock, voting as a separate class, shall be entitled to elect all remaining members of the Board of Directors at each meeting or pursuant to each consent of the Corporation's shareholders for the election of directors, and to remove from office such directors and to fill any vacancy caused by the resignation, death or removal of such directors; and. For the purposes of this section 2(c) only, a change of control shall mean: (ivi) any consolidation or merger of Oryx Ventures or Oryx Technologies Corp. with or into any other corporation or other entity or person, or any other corporate reorganization, in which the holders shareholders of Common Stock and Series Preferred StockOryx Ventures or Oryx Technologies Corp., voting together as a single class on an as-if-converted basisthe case may be, shall be entitled immediately prior to elect all remaining members such consolidation, merger or reorganization, own less than 50% of the Board at each meeting given entity's voting power immediately after such consolidation, merger or pursuant reorganization, or any transaction or series of related transactions to each consent which Oryx Ventures or Oryx Technologies Corp. is a party in which in excess of fifty percent (50%) of the Company’s stockholders for given entity's voting power is transferred, excluding any consolidation or merger effected exclusively to change the election domicile of directorsOryx Ventures or Oryx Technologies Corp.; or (ii) a sale, and to remove from office such directors and to fill any vacancy caused by lease, pledge, license or other disposition of all or substantially all of the resignation, death assets of either Oryx Ventures or removal of such directors.Oryx Technologies Corp.

Election of Board of Directors. (ia) The Board shall consist Purchaser and each Key Holder agree to (and each Key Holder agrees to cause its Affiliates to) vote (or consent pursuant to an action by written consent of four the stockholders of the Company) all shares of capital stock of the Company now or hereafter directly or indirectly owned of record or beneficially by such Purchaser, each Key Holder or their respective Affiliates, or to cause such shares of capital stock of the Company to be voted, in such manner as may be necessary to elect (4and maintain in office) directors. (ii) The holders of Common Stock, Series A Preferred Stock and Series A-2 Preferred Stock, voting together as a single class member of the Board one (1) individual (the “Purchaser Board Designee”) (initially ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇) designated from time to time in a writing delivered to the Company and signed by Purchaser. The Purchaser Board Designee will be entitled to sit on an as-converted basiseach committee of the Board of Directors selected by the Purchaser. The Company’s Board of Directors will expand the board, nominate the Purchaser Board Designee and call shareholder meetings whenever necessary to ensure the Purchaser Board Designee is elected as a director. Without limiting the foregoing or any right of remedy in respect of a breach hereof, if the Purchaser Board Designee is not a director for any reason, then at such time, Purchaser Board Designee shall be entitled to elect two be a board observer. (2b) members Neither Key Holder shall take, and must cause its Affiliates not to take, any action to remove an incumbent Purchaser Board Designee or to designate a new Purchaser Board Designee unless such removal and/or designation of a Purchaser Board Designee is approved in a writing signed by Purchaser. (c) If a Purchaser Direct Competitor or Affiliate thereof becomes the beneficial owner, alone or as part of a group, of ten percent (10.0%) or more of the Board at each meeting or Company as calculated pursuant to each consent Section 13(d) of the Exchange Act, neither the Company nor Riccardo Delle Coste or ▇▇▇▇▇▇ ▇▇▇▇ or their respective Affiliates will support or provide any governance rights or Company information thereto. (d) Purchaser’s rights and Key Holder’s obligations under this Section 7 shall apply unless: (i) Purchaser has beneficial ownership of less than 75.0% of the Purchaser Shares; and (ii) Purchaser has beneficial ownership of less than 5.0% of the Company’s stockholders for the election of directors, issued and to remove from office such directors and to fill any vacancy caused by the resignation, death or removal of such directors; (iii) for so long as at least one million (1,000,000) shares of Series A-3 Preferred Stock remain outstanding (subject to adjustment for any stock split, reverse stock split or similar event affecting the Series A-3 Preferred Stock after the filing date hereof) the holders of the Series A-3 Preferred Common Stock, voting together as a single class on an as-converted basis, shall be entitled to elect two (2) members of the Board at each meeting or pursuant to each consent of the Company’s stockholders for the election of directors, and to remove from office such directors and to fill any vacancy caused by the resignation, death or removal of such directors; and (iv) the holders of Common Stock and Series Preferred Stock, voting together as a single class on an as-if-converted basis, shall be entitled to elect all remaining members of the Board at each meeting or pursuant to each consent of the Company’s stockholders for the election of directors, and to remove from office such directors and to fill any vacancy caused by the resignation, death or removal of such directors.

Election of Board of Directors. (i) The Board shall consist of four (4) directors. (ii) The For so long holders of Common Stock, the Series A Preferred hold twenty-five percent (25%) of the Company’s outstanding capital stock on an as-converted-to Common Stock and basis (as adjusted for any stock splits, stock dividends, combinations, recapitalizations or the like after the filing date hereof), the holders of Series A-2 Preferred StockA Preferred, voting together as a single class on an as-if-converted to Common Stock basis, shall be entitled to elect two (2) members of the Board (the “Series A Directors”) at each meeting or pursuant to each consent of the Company’s stockholders for the election of directors, and to remove from office such directors director and to fill any vacancy caused by the resignation, death or removal of such directors; (iii) for so long as at least one million (1,000,000) shares director. Each Series A Director shall be elected by the affirmative vote or consent of Series A-3 Preferred Stock remain outstanding (subject to adjustment for any stock split, reverse stock split or similar event affecting the Series A-3 Preferred Stock after the filing date hereof) the holders of at least a majority of the then-outstanding Series A-3 A Preferred Stockoutstanding capital stock, voting together as a single class on an as-converted converted-to Common Stock basis, shall be entitled to elect two (2) members of the Board at each meeting or pursuant to each consent of the Company’s stockholders for the election of directors, and to remove from office such directors and to fill any vacancy caused by the resignation, death or removal of such directors; and. (ivii) the The holders of Common Stock and the then-outstanding Preferred Stock (including the Series Preferred StockA Preferred), voting together as a single class on an as-if-converted to Common Stock basis, shall be entitled to elect all remaining members of the Board at each meeting or pursuant to each consent of the Company’s stockholders for the election of directors, and to remove from office such directors and to fill any vacancy caused by the resignation, death or removal of such directors. (iii) Notwithstanding the provisions of Section 78.335 of the NRS, any Series A Director may be removed at any time (with or without cause) by the vote of the holders of at least a majority of all of the then-outstanding shares of Series A Preferred, voting as a separate class by (y) written consent, if the consenting holders of Series A Preferred hold a sufficient number of shares to remove such director at a meeting of stockholders or (z) in person or by proxy at a special meeting of holders of shares of Series A Preferred called for such purpose. A Series A Director may not be removed by the vote or consent of the holders of Common Stock. Any vacancy created by the removal, death or resignation of a Series A Director may be filled by the vote of holders of at least a majority of all of the then-outstanding shares of Series A Preferred by (y) written consent, if the consenting holders of Series A Preferred hold a sufficient number of shares to elect their designee at a meeting of stockholders or (z) in person or by proxy at a special meeting of holders of shares of Series A Preferred called for such purpose.

Election of Board of Directors. The members of the Company's Board of Directors shall be elected as follows: (i) The Board shall consist of four (4) directors. (ii) The holders of Common Stock, the Series A Preferred Stock and Series A-2 Preferred StockPreferred, voting together as a single class on an as-converted basisseparate class, shall be entitled to elect two (2) members one member of the Board of Directors at each meeting or pursuant to each meeting or consent of the Company’s stockholders 's shareholders for the election of directors, and to remove from office such directors director and to fill any vacancies caused by the resignation, death or removal of such director; (ii) holder of the Series B Preferred, voting as a separate class, shall be entitled to elect one member of the Board of Directors at or pursuant to each meeting or consent of the Company's shareholders for the election of directors, and to remove from office such director and to fill any vacancy caused by the resignation, death or removal of such directors; director; (iii) for so long as at least one million (1,000,000) shares of Series A-3 Preferred Stock remain outstanding (subject to adjustment for any stock split, reverse stock split or similar event affecting the Series A-3 Preferred Stock after the filing date hereof) the holders of the Series A-3 Preferred StockC Preferred, voting together as a single class on an as-converted basisseparate class, shall be entitled to elect two (2) members one member of the Board of Directors at each meeting or pursuant to each meeting or consent of the Company’s stockholders 's shareholders for the election of directors, and to remove from office such directors director and to fill any vacancy caused by the resignation, death or removal of such directorsdirector; and (iv) the holders of Common Stock and the Series Preferred StockD Preferred, voting together as a single class on an as-if-converted basisseparate class, shall be entitled to elect all remaining members one member of the Board of Directors at each meeting or pursuant to each meeting or consent of the Company’s stockholders 's shareholders for the election of directors, and to remove from office such directors director and to fill any vacancy caused by the resignation, death or removal of such directorsdirector; and (v) all remaining directors authorized for election at such election of directors shall be elected by the holders of outstanding shares of Common Stock and Series Preferred in accordance with Section 2(a) above.

Election of Board of Directors. (ia) The Board shall consist Purchaser and each Key Holder agree to (and each Key Holder agrees to cause its Affiliates to) vote (or consent pursuant to an action by written consent of four the stockholders of the Company) all shares of capital stock of the Company now or hereafter directly or indirectly owned of record or beneficially by such Purchaser, each Key Holder or their respective Affiliates, or to cause such shares of capital stock of the Company to be voted, in such manner as may be necessary to elect (4and maintain in office) directors. (ii) The holders of Common Stock, Series A Preferred Stock and Series A-2 Preferred Stock, voting together as a single class member of the Board one (1) individual (the “Purchaser Board Designee”) (initially M▇ ▇▇▇▇▇ ▇▇▇▇▇▇) designated from time to time in a writing delivered to the Company and signed by Purchaser. The Purchaser Board Designee will be entitled to sit on an as-converted basiseach committee of the Board of Directors selected by the Purchaser. The Company’s Board of Directors will expand the board, nominate the Purchaser Board Designee and call shareholder meetings whenever necessary to ensure the Purchaser Board Designee is elected as a director. Without limiting the foregoing or any right of remedy in respect of a breach hereof, if the Purchaser Board Designee is not a director for any reason, then at such time, Purchaser Board Designee shall be entitled to elect two be a board observer. (2b) members Neither Key Holder shall take, and must cause its Affiliates not to take, any action to remove an incumbent Purchaser Board Designee or to designate a new Purchaser Board Designee unless such removal and/or designation of a Purchaser Board Designee is approved in a writing signed by Purchaser. (c) If a Purchaser Direct Competitor or Affiliate thereof becomes the beneficial owner, alone or as part of a group, of ten percent (10.0%) or more of the Board at each meeting or Company as calculated pursuant to each consent Section 13(d) of the Exchange Act, neither the Company nor Riccardo Delle Coste or S▇▇▇▇▇ ▇▇▇▇ or their respective Affiliates will support or provide any governance rights or Company information thereto. (d) Purchaser’s rights and Key Holder’s obligations under this Section 7 shall apply unless: (i) Purchaser has beneficial ownership of less than 75.0% of the Purchaser Shares; and (ii) Purchaser has beneficial ownership of less than 5.0% of the Company’s stockholders for the election of directors, issued and to remove from office such directors and to fill any vacancy caused by the resignation, death or removal of such directors; (iii) for so long as at least one million (1,000,000) shares of Series A-3 Preferred Stock remain outstanding (subject to adjustment for any stock split, reverse stock split or similar event affecting the Series A-3 Preferred Stock after the filing date hereof) the holders of the Series A-3 Preferred Common Stock, voting together as a single class on an as-converted basis, shall be entitled to elect two (2) members of the Board at each meeting or pursuant to each consent of the Company’s stockholders for the election of directors, and to remove from office such directors and to fill any vacancy caused by the resignation, death or removal of such directors; and (iv) the holders of Common Stock and Series Preferred Stock, voting together as a single class on an as-if-converted basis, shall be entitled to elect all remaining members of the Board at each meeting or pursuant to each consent of the Company’s stockholders for the election of directors, and to remove from office such directors and to fill any vacancy caused by the resignation, death or removal of such directors.