Common use of Election of Board of Directors Clause in Contracts

Election of Board of Directors. The authorized number of members on the Corporation's Board of Directors shall be five (5). For so long as at least one million (1,000,000) shares of Series A Preferred remain outstanding (subject to adjustment for any stock split, reverse stock split or similar event affecting the Series A Preferred) the holders of Series A Preferred, voting as a separate 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 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. (collectively referred to as "Oryx") 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 B Preferred 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 B Preferred and/or Series B-1 Preferred) the holders of Series B Preferred and Series B-1 Preferred, voting together as a single class, shall be entitled to elect one (1) member of the Corporation's 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 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. For the purposes of this Section 2(c) only, a change of control shall mean: (i) 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 shareholders of Oryx Ventures or Oryx Technologies Corp., as the case may be, immediately prior to such consolidation, merger or reorganization, own less than 50% of the given entity's voting power immediately after such consolidation, merger or reorganization, or any transaction or series of related transactions to which Oryx Ventures or Oryx Technologies Corp. is a party in which in excess of fifty percent (50%) of the given entity's voting power is transferred, excluding any consolidation or merger effected exclusively to change the domicile of Oryx Ventures or Oryx Technologies Corp.; or (ii) a sale, lease, pledge, license or other disposition of all or substantially all of the assets of either Oryx Ventures or Oryx Technologies Corp.

Election of Board of Directors. The authorized number of members on the Corporation's Board of Directors shall be five (5). i) For so long as at least one million (1,000,000) any shares of Series A Preferred remain outstanding (subject to adjustment for any stock splitoutstanding, reverse stock split or similar event affecting the Series A Preferred) the holders of Series A Preferred, voting as a separate class, shall be entitled to elect two (2) three members of the Board of Directors (also referred to as the "Board"“Series A Preferred Directors”) at each meeting or pursuant to each consent of the Corporation's shareholders 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. Notwithstanding the foregoing, in the event of a change in control, dissolution or liquidation of either Oryx Ventures or Oryx Technologies Corp. . (collectively referred to as "Oryx"ii) 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 B Preferred 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 B Preferred and/or Series B-1 Preferred) the holders of Series B Preferred and Series B-1 Preferred, voting together as a single class, shall be entitled to elect one (1) member of the Corporation's 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 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 one member of the Board of Directors at each meeting or pursuant to each consent of the Corporation's shareholders 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 director. (iii) The holders of Common Stock and Series A 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. For . (iv) Notwithstanding the purposes 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 Section 2(c) onlyAmended and Restated Certificate of Incorporation, and vacancies created by removal or resignation of a change director, may be filled by a majority of control shall mean: (i) any consolidation or merger of Oryx Ventures or Oryx Technologies Corp. with or into any other corporation or other entity or personthe directors then in office, though less than a quorum, or any other corporate reorganizationby a sole remaining director, in which and the shareholders 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 Oryx Ventures or Oryx Technologies Corp., as the case may be, immediately prior to such consolidation, merger or reorganization, own less than 50% of the given entity's voting power immediately after such consolidation, merger or reorganization, or any transaction a class or series of related transactions 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 Oryx Ventures such person is entitled unless required by applicable law at the time of such election. During such time or Oryx Technologies Corp. is 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 party 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 which 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 excess nomination. Under cumulative voting, the candidates receiving the highest number of fifty percent (50%) votes, up to the number of the given entity's voting power is transferreddirectors to be elected, excluding any consolidation or merger effected exclusively to change the domicile of Oryx Ventures or Oryx Technologies Corp.; or (ii) a sale, lease, pledge, license or other disposition of all or substantially all of the assets of either Oryx Ventures or Oryx Technologies Corp.are elected.

Election of Board of Directors. (i) The authorized number Board shall consist of members on the Corporation's Board four (4) directors. (ii) The holders of Directors shall be five (5). For so long as at least one million (1,000,000) shares of Common Stock, Series A Preferred remain outstanding (subject to adjustment for any stock split, reverse stock split or similar event affecting the Stock and Series A Preferred) the holders of Series A PreferredA-2 Preferred Stock, voting together as a separate classsingle class on an as-converted basis, 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 Corporation's shareholders 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. Notwithstanding the foregoing, in the event of a change in control, dissolution or liquidation of either Oryx Ventures or Oryx Technologies Corp. ; (collectively referred to as "Oryx"iii) or both, thereafter the holders of Series A shall be entitled to elect only one (1) member of the Board. For for so long as at least one million (1,000,000) shares of Series B A-3 Preferred and/or Series B-1 Preferred, in the aggregate, Stock remain outstanding (subject to adjustment for any stock split, reverse stock split or similar event affecting the Series B A-3 Preferred and/or Series B-1 PreferredStock after the filing date hereof) the holders of the Series B A-3 Preferred and Series B-1 PreferredStock, voting together as a single classclass on an as-converted basis, shall be entitled to elect one two (12) member members of the Corporation's 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 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 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. For the purposes of this Section 2(c) only, a change of control shall mean:; and (iiv) any consolidation or merger the holders of Oryx Ventures or Oryx Technologies Corp. with or into any other corporation or other entity or personCommon Stock and Series Preferred Stock, or any other corporate reorganizationvoting together as a single class on an as-if-converted basis, in which the shareholders of Oryx Ventures or Oryx Technologies Corp., as the case may be, immediately prior shall be entitled to such consolidation, merger or reorganization, own less than 50% elect all remaining members of the given entity's voting power immediately after such consolidation, merger Board at each meeting or reorganization, or any transaction or series of related transactions pursuant to which Oryx Ventures or Oryx Technologies Corp. is a party in which in excess of fifty percent (50%) each consent of the given entity's voting power is transferredCompany’s stockholders for the election of directors, excluding and to remove from office such directors and to fill any consolidation vacancy caused by the resignation, death or merger effected exclusively to change the domicile removal of Oryx Ventures or Oryx Technologies Corp.; or (ii) a sale, lease, pledge, license or other disposition of all or substantially all of the assets of either Oryx Ventures or Oryx Technologies Corp.such directors.

Election of Board of Directors. The authorized Subject to the rights of the stockholders to remove a director for cause in accordance with applicable law, during the term of this Agreement, each Stockholder shall vote (or consent pursuant to an action by writ- ten consent of the stockholders) all shares of capital stock of the Company now or hereafter directly or indirectly owned of record or beneficially by the Stockholder and the number of members on the Corporation's Board of Directors shall be five (5). For so long as at least one million (1,000,000) shares of Series A Preferred remain outstanding (subject to adjustment for any capital stock split, reverse stock split or similar event affecting that Holders of the Series A Preferred) CF Common Class B Stock would hold if all Series CF Common Class B Stock was converted into common stock in accordance with the holders of Series A PreferredRestated Charter (collectively, voting the “Voting Shares”), or to cause the Voting Shares to be voted, in such manner as a separate class, shall may be entitled necessary to elect two (2and maintain in office) as the members of the Board that number of Directors (also referred individuals set forth in the Company’s applicable governance documents. Subject to the rights of the stockholders of the Company to remove a director for cause in accordance with applicable law, during the term of this Agreement, a Stockholder shall not take any action to remove an incumbent Board Designee or to designate a new Board Designee unless such removal or designation of a Board Designee is approved in a writing signed by the parties entitled to designate the Board De- signee. Each Stockholder hereby appoints, and shall appoint, the thencurrent Chief Executive Officer of the Company, as the "Board"Stockholder’s true and lawful proxy and attorney, with the power to act alone and with full power of substitution, to vote all shares of the Company’s capital stock held by the Stockholder as set forth in this Agreement and to execute all appropriate instruments consistent with this Agreement on behalf of the Stockholder if, and only if, the Stockholder (a) at fails to vote or (b) attempts to vote (whether by proxy, in person or by written consent), in a manner which is inconsistent with the terms of this Agreement, all of the Stockholder’s Voting Shares or execute such other instruments in accordance with the provisions of this Agreement within five days of the Company’s or any other party’s written re- quest for the Stockholder’s written consent or signature. The proxy and power granted by each meeting or Stock- holder pursuant to each consent this Section are coupled with an interest and are given to secure the performance of the Corporation's shareholders Stockholder’s duties under this Agreement. Each such proxy and power will be irrevocable for the election term of directorsthis Agreement. The proxy and power, 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. (collectively referred to as "Oryx") 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 any Stockholder is an individual, will survive the death, incompetency and disability of Series B Preferred and/or Series B-1 Preferredsuch Stockholder and, in so long as any Stockholder is an entity, will survive the aggregate, remain outstanding (subject to adjustment for any stock split, reverse stock split merger or similar event affecting the Series B Preferred and/or Series B-1 Preferred) the holders of Series B Preferred and Series B-1 Preferred, voting together as a single class, shall be entitled to elect one (1) member reorganization of the Corporation's 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 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. For the purposes of this Section 2(c) only, a change of control shall mean: (i) any consolidation or merger of Oryx Ventures or Oryx Technologies Corp. with or into any other corporation or other entity or person, Stockholder or any other corporate reorganization, in which the shareholders of Oryx Ventures or Oryx Technologies Corp., as the case may be, immediately prior to such consolidation, merger or reorganization, own less than 50% of the given entity's voting power immediately after such consolidation, merger or reorganization, or any transaction or series of related transactions to which Oryx Ventures or Oryx Technologies Corp. is a party in which in excess of fifty percent (50%) of the given entity's voting power is transferred, excluding any consolidation or merger effected exclusively to change the domicile of Oryx Ventures or Oryx Technologies Corp.; or (ii) a sale, lease, pledge, license or other disposition of all or substantially all of the assets of either Oryx Ventures or Oryx Technologies Corp.entity holding Voting Shares.

Election of Board of Directors. The authorized number of members on the Corporation's Board of Directors shall be five (5). i) For so long as at least one million (1,000,000) 5,000,000 shares of Series A D Preferred 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 Preferred) like with respect to such shares), the holders of Series A D Preferred, voting as a separate classseries, 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 Corporation's Company’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 At any meeting held for the foregoing, in the event purpose of electing directors at a change in control, dissolution or liquidation of either Oryx Ventures or Oryx Technologies Corp. (collectively referred to as "Oryx") or both, thereafter time when the holders of shares of Series A shall be D Preferred are entitled to elect only one (1) member vote as a separate class for the election of directors, the presence in person or by proxy of the Board. 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. (ii) For so long as at least one million (1,000,000) 5,000,000 shares of Series B C Preferred and/or Series B-1 Preferred, in the aggregate, 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 B Preferred and/or Series B-1 Preferred) like with respect to such shares), the holders of Series B Preferred and Series B-1 C Preferred, voting together as a single classseparate series, shall be entitled to elect one two (12) member members of the Corporation's 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 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 Company’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. For At any meeting held for the purposes purpose of this Section 2(c) onlyelecting 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 change majority of control the shares of Series C Preferred then outstanding shall mean: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. (iiii) any consolidation or merger The holders of Oryx Ventures or Oryx Technologies Corp. with or into any other corporation or other entity or personCommon Stock and Series Preferred, or any other corporate reorganizationvoting together as a single class on an as-if-converted basis, in which the shareholders of Oryx Ventures or Oryx Technologies Corp., as the case may be, immediately prior shall be entitled to such consolidation, merger or reorganization, own less than 50% elect all remaining members of the given entity's voting power immediately after such consolidation, merger Board at each meeting or reorganization, or any transaction or series of related transactions pursuant to which Oryx Ventures or Oryx Technologies Corp. is a party in which in excess of fifty percent (50%) each consent of the given entity's voting power is transferredCompany’s shareholders for the election of directors, excluding and to remove from office such directors and to fill any consolidation vacancy caused by the resignation, death or merger effected exclusively to change the domicile removal of Oryx Ventures or Oryx Technologies Corp.; or (ii) a sale, lease, pledge, license or other disposition of all or substantially all of the assets of either Oryx Ventures or Oryx Technologies Corp.such directors.

Election of Board of Directors. The authorized number members of members on the CorporationCompany's Board of Directors shall be five elected as follows: (5). For so long as at least one million (1,000,000i) shares of Series A Preferred remain outstanding (subject to adjustment for any stock split, reverse stock split or similar event affecting the Series A Preferred) the holders of the Series A Preferred, voting as a separate class, shall be entitled to elect two (2) members one member of the Board of Directors (also referred to as the "Board") at each meeting or pursuant to each meeting or consent of the CorporationCompany's shareholders for the election of directors, and to remove from office such directors director and to fill any vacancy vacancies caused by the resignation, death or removal of such directors. Notwithstanding the foregoing, in the event director; (ii) holder of a change in control, dissolution or liquidation of either Oryx Ventures or Oryx Technologies Corp. (collectively referred to as "Oryx") 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 B Preferred 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 B Preferred and/or Series B-1 Preferred) the holders of Series B Preferred and Series B-1 Preferred, voting together as a single separate class, shall be entitled to elect one (1) member of the Corporation's Board of Directors at each meeting or pursuant to each meeting or consent of the CorporationCompany'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 ; (iii) holders of Common Stockthe Series C Preferred, voting as a separate 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 CorporationCompany'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 directors. For the purposes of this Section 2(cdirector; (iv) only, a change of control shall mean: (i) 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 shareholders of Oryx Ventures or Oryx Technologies Corp., as the case may be, immediately prior to such consolidation, merger or reorganization, own less than 50% holders of the given entity's Series D Preferred, voting power immediately after such consolidationas a separate class, merger or reorganization, or any transaction or series of related transactions shall be entitled to which Oryx Ventures or Oryx Technologies Corp. is a party in which in excess of fifty percent (50%) elect one member of the given entity's voting power is transferred, excluding any consolidation Board of Directors at or merger effected exclusively pursuant to change the domicile of Oryx Ventures each meeting or Oryx Technologies Corp.; or (ii) a sale, lease, pledge, license or other disposition of all or substantially all consent of the assets Company's shareholders for the election of either Oryx Ventures directors, and to remove from office such director and to fill any vacancy caused by the resignation, death or Oryx Technologies Corp.removal of such director; 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. The authorized number of members on the Corporation's Board of Directors shall be five (5). i) For so long as at least one million (1,000,000) shares holders of the Series A Preferred remain hold twenty-five percent (25%) of the Company’s outstanding capital stock on an as-converted-to Common Stock basis (subject to adjustment as adjusted for any stock splitsplits, reverse stock split dividends, combinations, recapitalizations or similar event affecting the Series A Preferred) like after the filing date hereof), the holders of Series A Preferred, voting together as a separate classsingle class on an as-if-converted to Common Stock basis, shall be entitled to elect two (2) members of the Board of Directors (also referred to as the "Board"“Series A 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. Notwithstanding the foregoing, in the event of a change in control, dissolution or liquidation of either Oryx Ventures or Oryx Technologies Corp. (collectively referred to as "Oryx") 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 B Preferred 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 B Preferred and/or Series B-1 Preferred) the holders of Series B Preferred and Series B-1 Preferred, voting together as a single class, shall be entitled to elect one (1) member of the Corporation's Board of Directors at each meeting or pursuant to each consent of the Corporation's shareholders 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. Each Series A Director shall be elected by the affirmative vote or consent of the holders of at least a majority of the then-outstanding Series A Preferred outstanding capital stock, voting together as a single class on an as-converted-to Common Stock basis. (ii) The holders of Common StockStock and the then-outstanding Preferred Stock (including the Series A Preferred), voting together as a separate classsingle class on an as-if-converted to Common Stock basis, 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 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. For the purposes of this Section 2(c) only, a change of control shall mean:. (iiii) Notwithstanding the provisions of Section 78.335 of the NRS, any consolidation or merger of Oryx Ventures or Oryx Technologies Corp. Series A Director may be removed at any time (with or into any other corporation or other entity or person, or any other corporate reorganization, in which without cause) by the shareholders of Oryx Ventures or Oryx Technologies Corp., as the case may be, immediately prior to such consolidation, merger or reorganization, own less than 50% vote of the given entity's voting power immediately after such consolidation, merger or reorganization, or any transaction or series holders of related transactions to which Oryx Ventures or Oryx Technologies Corp. is at least a party in which in excess majority of fifty percent (50%) of the given entity's voting power is transferred, excluding any consolidation or merger effected exclusively to change the domicile of Oryx Ventures or Oryx Technologies Corp.; or (ii) a sale, lease, pledge, license or other disposition of all or substantially all of the assets then-outstanding shares of either Oryx Ventures 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 Oryx Technologies Corp.(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. (i) The authorized number of members on the Corporation's Board of Directors shall be five (5). For so long as at least one million (1,000,000) shares of Series A Preferred remain outstanding (subject to adjustment for any stock split, reverse stock split or similar event affecting the Series A Preferred) the holders of Series A PreferredClass 1 Common Stock, voting as a separate class, shall be entitled to elect two three (23) members of the Board of Directors (also referred to as the "Board") at each meeting or pursuant to each consent of the Corporation's shareholders 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. Notwithstanding the foregoing, in the event of a change in control, dissolution or liquidation of either Oryx Ventures or Oryx Technologies Corp. . (collectively referred to as "Oryx"ii) or both, thereafter the 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 B Preferred 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 B Preferred and/or Series B-1 Preferred) the holders of Series B Preferred Common Stock and Series B-1 Preferred, voting together as a single class, shall be entitled to elect one (1) member of the Corporation's 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 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 classclass 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 Corporation's shareholders 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. For . (iii) Notwithstanding the purposes 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 Section 2(c) onlyAmended and Restated Certificate of Incorporation, and vacancies created by removal or resignation of a change director, may be filled by a majority of control shall mean: (i) any consolidation or merger of Oryx Ventures or Oryx Technologies Corp. with or into any other corporation or other entity or personthe directors then in office, though less than a quorum, or any other corporate reorganizationby a sole remaining director, in which and the shareholders 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 Oryx Ventures or Oryx Technologies Corp., as the case may be, immediately prior to such consolidation, merger or reorganization, own less than 50% of the given entity's voting power immediately after such consolidation, merger or reorganization, or any transaction a class or series of related transactions stock, the holders of shares of such class or series may override the Board’s action to which Oryx Ventures fill such vacancy by (x) voting for their own designee to fill such vacancy at a meeting of the Company’s stockholders or Oryx Technologies Corp. is (y) written consent, if the consenting stockholders hold a party sufficient number of shares to elect their designee at a meeting of the stockholders in which in excess all members of fifty percent (50%) 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 given entity's voting power is transferred, excluding any consolidation or merger effected exclusively to change the domicile of Oryx Ventures or Oryx Technologies Corp.; or (ii) a sale, lease, pledge, license or other disposition of all or substantially all holders of the assets shares of the class or series of stock entitled to elect such director or directors, given either Oryx Ventures at a special meeting of such stockholders duly called for that purpose or Oryx Technologies Corp.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. The authorized number of members on the CorporationCompany's Board of Directors shall be five (5). For so long as at least one million (1,000,000) shares of Series A Preferred remain outstanding (subject to adjustment for any stock split, reverse stock split or similar event affecting the Series A Preferred) the holders of Series A Preferred, voting as a separate 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 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. (collectively referred to as "Oryx") 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 B Preferred 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 B Preferred and/or Series B-1 Preferred) the holders of Series B Preferred and Series B-1 Preferred, voting together as a single separate class, shall be entitled to elect one (1) member of the Corporation's 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 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. For the purposes of this Section section 2(c) only, a change of control shall mean: (i) 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 shareholders of Oryx Ventures or Oryx Technologies Corp., as the case may be, immediately prior to such consolidation, merger or reorganization, own less than 50% of the given entity's voting power immediately after such consolidation, merger or reorganization, or any transaction or series of related transactions to which Oryx Ventures or Oryx Technologies Corp. is a party in which in excess of fifty percent (50%) of the given entity's voting power is transferred, excluding any consolidation or merger effected exclusively to change the domicile of Oryx Ventures or Oryx Technologies Corp.; or (ii) a sale, lease, pledge, license or other disposition of all or substantially all of the assets of either Oryx Ventures or Oryx Technologies Corp.

Election of Board of Directors. The authorized number of members on the Corporation's Board of Directors shall be five (5). For so long as at least one ten million (1,000,00010,000,000) shares of Series A Preferred remain outstanding (subject to adjustment for any stock split, reverse stock split or similar event affecting the Series A Preferred) (i) the holders of Series A PreferredPreferred Stock, voting as a separate class, shall be entitled to elect two (2) members of the Company's Board of Directors (also referred to as the "Board") at each meeting or pursuant to each consent of the CorporationCompany's shareholders 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. Notwithstanding the foregoing, in the event of a change in control, dissolution or liquidation of either Oryx Ventures or Oryx Technologies Corp. ; (collectively referred to as "Oryx") 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 B Preferred 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 B Preferred and/or Series B-1 Preferredii) the holders of Series B Preferred and Series B-1 PreferredStock, voting together as a single separate class, shall be entitled to elect one (1) member of the CorporationCompany's Board of Directors at each meeting or pursuant to each consent of the CorporationCompany's shareholders stockholders for the election of directors, and to remove from office such director and to fill any vacancy caused by the resignationregistration, death or removal of such director. The ; (iii) the holders of Common Stock, voting as a separate class, shall be entitled to elect all remaining two (2) members of the Board of Directors at each meeting or pursuant to each consent of the CorporationCompany's shareholders 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. For ; and (iv) the purposes holders of this Section 2(c) onlyCommon Stock and Series Preferred, voting together as a change of control single class on an as-if-converted basis, shall mean: (i) 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 shareholders of Oryx Ventures or Oryx Technologies Corp., as the case may be, immediately prior be entitled to such consolidation, merger or reorganization, own less than 50% elect all remaining members of the given entity's voting power immediately after such consolidation, merger Board of Directors at each meeting or reorganization, or any transaction or series of related transactions pursuant to which Oryx Ventures or Oryx Technologies Corp. is a party in which in excess of fifty percent (50%) each consent of the given entityCompany's voting power is transferredstockholders for the election of directors, excluding and to remove from 4. office such directors and to fill any consolidation vacancy caused by the resignation, death or merger effected exclusively to change the domicile removal of Oryx Ventures or Oryx Technologies Corp.; or (ii) a sale, lease, pledge, license or other disposition of all or substantially all of the assets of either Oryx Ventures or Oryx Technologies Corp.such directors.

Election of Board of Directors. The authorized number of members on the Corporation's Board of Directors shall be five (5). i) For so long as at least one million (1,000,000) any shares of Series Class A Preferred Common Stock and Class F Common Stock remain outstanding (subject to adjustment for any stock splitoutstanding, reverse stock split or similar event affecting the Series A Preferred) the holders of Series A PreferredClass F Common Stock, voting as a separate single 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 Corporation's shareholders 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. Notwithstanding the foregoing, in the event of a change in control, dissolution or liquidation of either Oryx Ventures or Oryx Technologies Corp. . (collectively referred to as "Oryx"ii) 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) any shares of Series B Preferred and/or Series B-1 PreferredStock remain outstanding, in the aggregate, remain outstanding (subject to adjustment for any stock split, reverse stock split or similar event affecting the Series B Preferred and/or Series B-1 Preferred) the holders of Series B Preferred and Series B-1 PreferredStock, voting together as a single separate class, shall be entitled to elect one (1) member of the Corporation's Board of Directors (the “Series B Director”) at each meeting or pursuant to each consent of the Corporation's shareholders 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. 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 in accordance with applicable law and to fill any vacancy caused by the resignation, death or removal of such directors. For the purposes of this Section 2(c) only, a change of control shall mean:. (iiii) The holders of Preferred Stock, voting together as a single class on an as-if-converted basis, shall be entitled to elect one (1) 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 consolidation vacancy caused by the resignation, death or merger removal of Oryx Ventures such directors. (iv) The holders of 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 Oryx Technologies Corp. 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 into removal of such directors. (v) Notwithstanding the provisions of Section 223(a)(1) and 223(a)(2) of the DGCL, any other corporation vacancy, including newly created directorships resulting from any increase in the authorized number of directors, and vacancies created by removal or other entity or personresignation of a director, may be filled by a majority of the directors then in office, though less than a quorum, or any other corporate reorganizationby a sole remaining director, in which and the shareholders 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 Oryx Ventures or Oryx Technologies Corp., as the case may be, immediately prior to such consolidation, merger or reorganization, own less than 50% of the given entity's voting power immediately after such consolidation, merger or reorganization, or any transaction a class or series of related transactions 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 Oryx Ventures such person is entitled unless required by applicable law at the time of such election. During such time or Oryx Technologies Corp. is 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 party 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 which 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 excess nomination. Under cumulative voting, the candidates receiving the highest number of fifty percent (50%) votes, up to the number of the given entity's voting power is transferreddirectors to be elected, excluding any consolidation or merger effected exclusively to change the domicile of Oryx Ventures or Oryx Technologies Corp.; or (ii) a sale, lease, pledge, license or other disposition of all or substantially all of the assets of either Oryx Ventures or Oryx Technologies Corp.are elected.

Election of Board of Directors. The authorized number of members on the Corporation's Board of Directors shall be five (5). i) For so long as at least one million (1,000,000) 3,000,000 shares of Series A D 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 D Preferred Stock, voting together 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 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 A PreferredPreferred after the filing date hereof) the holders of Series A PreferredC-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 of Directors (also referred to as the "Board") at each meeting or pursuant to each consent of the Corporation's shareholders 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. Notwithstanding the foregoing, in the event of a change in control, dissolution or liquidation of either Oryx Ventures or Oryx Technologies Corp. . (collectively referred to as "Oryx"v) or both, thereafter the 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 B Preferred 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 B Preferred and/or Series B-1 Preferred) the holders of Series B Preferred and Series B-1 PreferredCommon Stock, voting together as a single separate class, shall be entitled to elect one (1) member of the Corporation's Board of Directors at each meeting or pursuant to each consent of the Corporation's shareholders 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. . (vi) The holders of a majority of the Common StockStock and Series Preferred, voting together as a separate single 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 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”). For During such time or times that the purposes Company is subject to Section 2115(b) of this Section 2(c) onlythe CGCL, every stockholder entitled to vote at an election for directors may cumulate such stockholder’s votes and give one candidate a change number of control 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 mean: be entitled to so cumulate such stockholder’s votes unless (i) any consolidation the names of such candidate 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, candidates have been placed in which the shareholders of Oryx Ventures or Oryx Technologies Corp., as the case may be, immediately nomination prior to the voting and (ii) the stockholder has given notice at the meeting, prior to the voting, of such consolidationstockholder’s intention to cumulate such stockholder’s votes. If any stockholder has given proper notice to cumulate votes, merger 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 reorganization, own less than 50% of times that the given entity's voting power immediately after such consolidation, merger or reorganization, or any transaction or series of related transactions Company is subject to which Oryx Ventures or Oryx Technologies Corp. is a party in which in excess of fifty percent (50%Section 2115(b) of the given entity's voting power is transferredCGCL, excluding the Board or any consolidation or merger effected exclusively to change individual director may be removed from office at any time without cause by the domicile of Oryx Ventures or Oryx Technologies Corp.; or (ii) a sale, lease, pledge, license or other disposition of all or substantially all affirmative vote of the assets holders of either Oryx Ventures 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 Oryx Technologies Corp.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.