Common use of Election of Directors Clause in Contracts

Election of Directors. In any and all elections of directors of the Company, each Holder shall vote or cause to be voted all Shares owned by such Holder or over which such Holder has voting control, and take all other actions necessary and within such Holder’s reasonable control (including, without limitation, attendance at meetings in person or by proxy for purposes of obtaining a quorum and execution of a written consent), and the Company shall take all actions within its reasonable control (including, without limitation, calling special board meetings and stockholder meetings or soliciting written consents from such parties) so that the following provisions regarding the election of directors shall be effected, beginning as of the date hereof: (a) At each election of directors in which the holders of the Series B Preferred Stock, voting together as a separate class, are entitled to elect a director (the “Series B Preferred Director”), as long as Radius Venture Partners III, L.P. (“Radius”) owns any shares of Series B Preferred Stock, each Holder shall vote or otherwise act to elect one individual nominated by Radius (the “Radius Nominee”); the initial Radius Nominee shall be Xxxxxx X. Xxxxx. (b) At each election of directors in which the holders of the Series A Convertible Preferred Stock and Series A-1 Preferred Stock, voting together as a separate class, are entitled to elect directors (the “Series A Preferred Directors”), as long as Emerald Stage2 Ventures, L.P. (“Emerald”) owns any shares of Series A Convertible Preferred Stock or Series A-1 Preferred Stock, each Holder shall vote or otherwise act to elect one individual nominated by Emerald (the “Emerald Nominee”) and, as long as Originate Growth Fund #1 Q, L.P. and/or Originate Growth Fund #1 A, L.P. (together, “Originate”) own(s) any shares of Series A Convertible Preferred Stock or Series A-1 Preferred Stock, each Holder shall vote or otherwise act to elect one individual nominated by Originate (the “Originate Nominee”); the initial Emerald Nominee shall be Xxxxx Xxxxxx and the initial Originate Nominee shall be Xxxx Xxxxxxxx; (c) At each election of directors in which the holders of Voting Common Stock, voting as a separate class, are entitled to elect directors, each Holder shall vote or otherwise act to elect two individuals nominated by the holders of at least a majority of the voting power of the Voting Common Stock, voting as a separate class (excluding any Voting Common Stock issued upon conversion of Preferred Stock) (the “Common Directors”); the initial Common Directors shall be Xxxxxx X. Xxxxxxxx and Xxxxxx Xxxxxxxx; and (d) At each election of directors in which the holders of Voting Common Stock, voting as a separate class, are entitled to elect directors, each Holder shall vote or otherwise act to elect two individuals nominated by the holders of at least a majority of the voting power of the Voting Common Stock, voting as a separate class (excluding any Voting Common Stock issued upon conversion of Preferred Stock) who are not otherwise an Affiliate (defined below) of the Company or of any Holder and who is reasonably acceptable to the Preferred Directors currently in office (the “Independent Directors”); the initial Independent Directors shall be Xxxxxx Xxxxxxxx and Xx Xxxxxxxxxx. (e) For purposes of this Agreement, an individual, firm, corporation, partnership, association, limited liability company, trust or any other entity (collectively, a “Person”) shall be deemed an “Affiliate” of another Person who, directly or indirectly, controls, is controlled by or is under common control with such Person, including, without limitation, any general partner, managing member, officer or director of such Person or any venture capital fund now or hereafter existing that is controlled by one or more general partners or managing members of, or shares the same management company with, such Person.

Election of Directors. In any and all elections The authorized number of directors --------------------- of the Company, each Holder shall vote or cause to be voted all Shares owned by such Holder or over which such Holder has voting control, and take all other actions necessary and within such Holder’s reasonable control (including, without limitation, attendance at meetings in person or by proxy for purposes of obtaining a quorum and execution of a written consent), and the Company shall take all actions within its reasonable control (including, without limitation, calling special board meetings and stockholder meetings or soliciting written consents from such parties) so that the following provisions regarding the election of directors this Corporation shall be effectedfive (5). Notwithstanding 5(a) above, beginning as of the date hereof: (a) At each election of directors in which the holders of the Series B Preferred Stock, voting together as a separate class, are entitled to elect a director (the “Series B Preferred Director”), as long as Radius Venture Partners III, L.P. (“Radius”) owns any shares of Series B Preferred Stock, each Holder shall vote or otherwise act to elect one individual nominated by Radius (the “Radius Nominee”); the initial Radius Nominee shall be Xxxxxx X. Xxxxx. (b) At each election of directors in which the holders of the Series A Convertible Preferred Stock and Series A-1 Preferred Stock, voting together as a separate class, are entitled to elect directors (the “Series A Preferred Directors”), as long as Emerald Stage2 Ventures, L.P. (“Emerald”) owns any shares of Series A Convertible Preferred Stock or Series A-1 Preferred Stock, each Holder shall vote or otherwise act to elect one individual nominated by Emerald (the “Emerald Nominee”) and, as long as Originate Growth Fund #1 Q, L.P. and/or Originate Growth Fund #1 A, L.P. (together, “Originate”) own(s) any shares of Series A Convertible Preferred Stock or Series A-1 Preferred Stock, each Holder shall vote or otherwise act to elect one individual nominated by Originate (the “Originate Nominee”); the initial Emerald Nominee shall be Xxxxx Xxxxxx and the initial Originate Nominee shall be Xxxx Xxxxxxxx; (c) At each election of directors in which the holders of Voting Common Stock, voting as a separate class, are shall be entitled to elect four (4) directors of the corporation; and the holders of the Series A Preferred Stock, Series B Preferred Stock and Common Stock, voting together as a single class on an as converted basis, shall be entitled to elect one (1) director of the corporation. At any meeting held for the purpose of electing directors, each Holder the presence in person or by proxy of the holders of a majority of the Series A Preferred Stock then outstanding shall vote or otherwise act constitute a quorum of the Series A Preferred Stock for the election of directors to elect two individuals nominated be elected solely by the holders of at least Series A Preferred Stock. At any meeting held for the purpose of electing directors, the presence in person or by proxy of the holders of a majority of the voting power Series A Preferred Stock, Series B Preferred Stock and Common Stock then outstanding, on an as converted basis, shall constitute a quorum of the Voting Series A Preferred Stock, Series B Preferred Stock and Common Stock for the election of directors to be elected solely by the holders of the Series A Preferred Stock, Series B Preferred Stock and Common Stock, voting together as a separate single class (excluding on an as converted basis. A vacancy in any Voting Common Stock issued upon conversion of Preferred Stock) (the “Common Directors”); the initial Common Directors shall be Xxxxxx X. Xxxxxxxx and Xxxxxx Xxxxxxxx; and (d) At each election of directors in which the holders of Voting Common Stock, voting as a separate class, are entitled to elect directors, each Holder shall vote or otherwise act to elect two individuals nominated directorship elected by the holders of at least a majority Series A Preferred Stock shall be filled only by vote of the holders of Series A Preferred Stock; and a vacancy in any directorship elected by the holders of Series A Preferred Stock, Series B Preferred Stock and Common Stock voting power together shall be filled only by the vote of the Voting Common holders of Series A Preferred Stock, voting as a separate class (excluding any Voting Series B Preferred Stock and Common Stock issued upon conversion of Preferred Stock) who are not otherwise an Affiliate (defined below) of the Company or of any Holder and who is reasonably acceptable to the Preferred Directors currently in office (the “Independent Directors”); the initial Independent Directors shall be Xxxxxx Xxxxxxxx and Xx Xxxxxxxxxxvoting together as provided above. (e) For purposes of this Agreement, an individual, firm, corporation, partnership, association, limited liability company, trust or any other entity (collectively, a “Person”) shall be deemed an “Affiliate” of another Person who, directly or indirectly, controls, is controlled by or is under common control with such Person, including, without limitation, any general partner, managing member, officer or director of such Person or any venture capital fund now or hereafter existing that is controlled by one or more general partners or managing members of, or shares the same management company with, such Person.

Election of Directors. In any and all elections The authorized number of directors of the Company, each Holder shall vote or cause to be voted all Shares owned by such Holder or over which such Holder has voting control, and take all other actions necessary and within such Holder’s reasonable control (including, without limitation, attendance at meetings in person or by proxy for purposes of obtaining a quorum and execution of a written consent), and the Company shall take all actions within its reasonable control (including, without limitation, calling special board meetings and stockholder meetings or soliciting written consents from such parties) so that the following provisions regarding the election of directors --------------------- this Corporation shall be effectedseven (7). Notwithstanding 5(a) above, beginning as of the date hereof: (a) At each election of directors in which the holders of the Series B Preferred Stock, voting together as a separate class, are entitled to elect a director (the “Series B Preferred Director”), as long as Radius Venture Partners III, L.P. (“Radius”) owns any shares of Series B Preferred Stock, each Holder shall vote or otherwise act to elect one individual nominated by Radius (the “Radius Nominee”); the initial Radius Nominee shall be Xxxxxx X. Xxxxx. (b) At each election of directors in which the holders of the Series A Convertible Preferred Stock and Series A-1 Preferred Stock, voting together as a separate class, are entitled to elect directors (the “Series A Preferred Directors”), as long as Emerald Stage2 Ventures, L.P. (“Emerald”) owns any shares of Series A Convertible Preferred Stock or Series A-1 Preferred Stock, each Holder shall vote or otherwise act to elect one individual nominated by Emerald (the “Emerald Nominee”) and, as long as Originate Growth Fund #1 Q, L.P. and/or Originate Growth Fund #1 A, L.P. (together, “Originate”) own(s) any shares of Series A Convertible Preferred Stock or Series A-1 Preferred Stock, each Holder shall vote or otherwise act to elect one individual nominated by Originate (the “Originate Nominee”); the initial Emerald Nominee shall be Xxxxx Xxxxxx and the initial Originate Nominee shall be Xxxx Xxxxxxxx; (c) At each election of directors in which the holders of Voting Common Stock, voting as a separate class, are shall be entitled to elect four (4) directors of the corporation; and the holders of the Series A Preferred Stock, Series B Preferred Stock and Common Stock, voting together as a single class on an as converted basis, shall be entitled to elect three (3) directors of the corporation. At any meeting held for the purpose of electing directors, each Holder the presence in person or by proxy of the holders of a majority of the Series A Preferred Stock then outstanding shall vote or otherwise act constitute a quorum of the Series A Preferred Stock for the election of directors to elect two individuals nominated be elected solely by the holders of at least Series A Preferred Stock. At any meeting held for the purpose of electing directors, the presence in person or by proxy of the holders of a majority of the voting power Series A Preferred Stock, Series B Preferred Stock and Common Stock then outstanding, on an as converted basis, shall constitute a quorum of the Voting Series A Preferred Stock, Series B Preferred Stock and Common Stock for the election of directors to be elected solely by the holders of the Series A Preferred Stock, Series B Preferred Stock and Common Stock, voting together as a separate single class (excluding on an as converted basis. A vacancy in any Voting Common Stock issued upon conversion of Preferred Stock) (the “Common Directors”); the initial Common Directors shall be Xxxxxx X. Xxxxxxxx and Xxxxxx Xxxxxxxx; and (d) At each election of directors in which the holders of Voting Common Stock, voting as a separate class, are entitled to elect directors, each Holder shall vote or otherwise act to elect two individuals nominated directorship elected by the holders of at least a majority Series A Preferred Stock shall be filled only by vote of the holders of Series A Preferred Stock; and a vacancy in any directorship elected by the holders of Series A Preferred Stock, Series B Preferred Stock and Common Stock voting power together shall be filled only by the vote of the Voting Common holders of Series A Preferred Stock, voting as a separate class (excluding any Voting Series B Preferred Stock and Common Stock issued upon conversion of Preferred Stock) who are not otherwise an Affiliate (defined below) of the Company or of any Holder and who is reasonably acceptable to the Preferred Directors currently in office (the “Independent Directors”); the initial Independent Directors shall be Xxxxxx Xxxxxxxx and Xx Xxxxxxxxxxvoting together as provided above. (e) For purposes of this Agreement, an individual, firm, corporation, partnership, association, limited liability company, trust or any other entity (collectively, a “Person”) shall be deemed an “Affiliate” of another Person who, directly or indirectly, controls, is controlled by or is under common control with such Person, including, without limitation, any general partner, managing member, officer or director of such Person or any venture capital fund now or hereafter existing that is controlled by one or more general partners or managing members of, or shares the same management company with, such Person."

Election of Directors. In any and all elections of directors (i) As of the Companydate hereof, each Holder shall vote or cause to be voted all Shares owned by such Holder or over which such Holder has voting control, and take all other actions necessary and within such Holder’s reasonable control the Board will consist of Xxxxxx Xxxxx (including, without limitation, attendance at meetings in person or by proxy for purposes of obtaining a quorum and execution of a written consentas the Chief Executive Officer Director), Xxxxxxx Xxxxxxxxx (as an Independent Director), Xxxxx X’Xxxxx (as an Independent Director), Xxxxxxx Xxxxxxxx (as an Independent Director), Xxxx Xxxxx (as a Series A-1 Preferred Director), Xxx Xxxxx (as a Series A-1 Preferred Director), Xxxxxx Xxxxxx (as the Series B Preferred Director) and Xxx Xxxxxx (as the Mutual Director). From and after the Initial Closing Date, the Investors and the Company shall take all actions reasonable action within its reasonable control (their respective power, including, without limitationbut not limited to, calling special board meetings and stockholder meetings the voting of (or soliciting acting by written consents from such partiesconsent with respect to) so all shares of voting capital stock of the Company Owned by them (including the Shares), required to cause the Board to consist of eight (8) members (provided that the following provisions regarding the election number of directors that may serve on the Board may be expanded in accordance with Section 2(a)(ii) hereof) which shall be effected, beginning as of the date hereofinclude: (aA) At the then-current Chief Executive Officer of the Company; (B) three (3) representatives (each election an “Independent Director”) designated by (x) the Majority Institutional Investors and Xxxxxx Xxxxx for so long as Xx. Xxxxx is an employee of directors in which the Company or its subsidiaries, or (y) if Xx. Xxxxx is no longer an employee of the Company, vote or consent of a majority of the members of the Board at the time of determination, provided such majority approval includes the approval of a Series A-1 Preferred Director (the “Required Board Approval”); provided, that, absent an agreement between the Majority Institutional Investors and Xxxxxx Xxxxx (for so long as Xx. Xxxxx is an employee of the Company or its subsidiaries) or the Required Board Approval, as applicable, with respect to the designation of any such Independent Director, such directorship shall remain vacant until such time as such holders reach an agreement with respect to such directorship; (C) one (1) representative designated by the holders of record of at least a majority of the outstanding shares of Series B Preferred Stock, voting together exclusively and as a separate class, are entitled to elect a director in accordance with the terms of the Certificate of Incorporation (the “Series B Preferred Director”), as long as Radius Venture Partners III, L.P. ; (“Radius”D) owns any one (1) representative shall be designated by holders of record of at least a majority of the outstanding shares of Series B Preferred Stock, each Holder shall vote or otherwise act to elect one individual nominated by Radius (the “Radius Nominee”); the initial Radius Nominee shall be Xxxxxx X. Xxxxx. (b) At each election of directors in which the holders of the Series A Convertible Preferred Stock and Series A-1 Preferred Stock, voting together exclusively and as a separate class, are entitled in accordance with the terms of the Certificate of Incorporation; provided that, if Xx. Xxxxx is an employee of the Company or its subsidiaries at the time of designation, such representative shall be reasonably acceptable to elect directors Xxxxxx Xxxxx (such director, the “Series A Preferred DirectorsMutual Director”), as long as Emerald Stage2 Ventures, L.P. ; and (“Emerald”E) owns any two (2) representatives designated by the holders of record of at least a majority of the outstanding shares of Series A Convertible Preferred Stock or Series A-1 Preferred Stock, each Holder shall vote or otherwise act to elect one individual nominated by Emerald (the “Emerald Nominee”) and, as long as Originate Growth Fund #1 Q, L.P. and/or Originate Growth Fund #1 A, L.P. (together, “Originate”) own(s) any shares of Series A Convertible Preferred Stock or Series A-1 Preferred Stock, each Holder shall vote or otherwise act to elect one individual nominated by Originate (the “Originate Nominee”); the initial Emerald Nominee shall be Xxxxx Xxxxxx exclusively and the initial Originate Nominee shall be Xxxx Xxxxxxxx; (c) At each election of directors in which the holders of Voting Common Stock, voting as a separate class, are entitled to elect directorsin accordance with the terms of the Certificate of Incorporation (the “Series A-1 Preferred Directors”, each Holder a “Series A-1 Preferred Director”, and together with the Mutual Director and the Series B Director, the “Preferred Directors”, each a “Preferred Director”). Each member of the Board shall have one vote or otherwise act on matters submitted to elect two individuals nominated by the Board for approval. (ii) Notwithstanding anything herein to the contrary, upon a Redemption Default Event (as defined in the Certificate of Incorporation), the number of directors that may serve on the Board shall be expanded to the number of directors required such that the holders of at least a majority of the voting power of the Voting Common Stock, voting as a separate class (excluding any Voting Common Stock issued upon conversion of Preferred Stock) (the “Common Directors”); the initial Common Directors shall be Xxxxxx X. Xxxxxxxx and Xxxxxx Xxxxxxxx; and (d) At each election of directors in which the holders outstanding shares of Voting Common StockPreferred Stock shall have the right, voting but not the obligation, exclusively and as a separate class, are entitled at any time while the Redemption Default Event is continuing, to elect directorsa majority of the directors of the Company in accordance with the Certificate of Incorporation. Each Investor agrees to vote, or cause to be voted, all voting Shares owned by such Investor, or over which such Investor has voting control, from time to time and at all times while such Redemption Default Event is continuing, in whatever manner as shall be necessary to ensure that, at each Holder shall vote annual or otherwise act special meeting of stockholders at which an election of directors is held or pursuant to elect two individuals nominated any written consent of the stockholders during such time, such directors designated by the holders of record of at least a majority of the voting power outstanding shares of Voting Preferred Stock, exclusively and as a separate class, shall be elected to the Board. The Company and each Investor shall take or cause to be taken all lawful action necessary to ensure at all times as of and following the date hereof that the organizational documents of the Voting Company (including the Certificate of Incorporation and the Bylaws of the Company) are not inconsistent with, or in any way limit, the provisions of this Section 2(a)(ii). (iii) From the date on which the Company completes an Initial Public Offering, and for as long as Warburg Pincus Private Equity X, L.P. and Warburg Pincus X Partners, L.P. (together with any successors and affiliated funds, including Permitted Transferees, “Warburg Pincus”) Owns at least five percent (5%) of the issued and outstanding Common Stock, voting as a separate class (excluding any Voting Common Stock issued upon conversion of Preferred Stock) who are not otherwise an Affiliate (defined below) of the Company or of any Holder will nominate and who is reasonably acceptable to the Preferred Directors currently in office use its commercially reasonable efforts (the “Independent Directors”); the initial Independent Directors shall be Xxxxxx Xxxxxxxx and Xx Xxxxxxxxxx. (e) For purposes of this Agreement, an individual, firm, corporation, partnership, association, limited liability company, trust or any other entity (collectively, a “Person”) shall be deemed an “Affiliate” of another Person who, directly or indirectly, controls, is controlled by or is under common control with such Person, including, without limitation, soliciting proxies for the Warburg Pincus designee to the same extent as it does for any general partnerof its other nominees to the Board) to have such number of individuals designated by Warburg Pincus elected to the Board so that the number of individuals designated by Warburg Pincus for election to the Board as compared to the size of the Board is proportionate to the number of Shares of issued and outstanding Common Stock then Owned by Warburg Pincus and its Affiliates as compared to the number of Shares of issued and outstanding Common Stock at such time; provided, managing memberhowever, officer or director that as long as Warburg Pincus Owns at least five percent (5%) of the issued and outstanding Common Stock, Warburg Pincus shall have the right to designate at least the same number of individuals for election to the Board as Warburg Pincus was entitled to designate immediately prior to such Person or any venture capital fund now or hereafter existing Initial Public Offering; provided, further, that as long as Warburg Pincus Owns at least five percent (5%) of the issued and outstanding Common Stock, Warburg Pincus shall have the right to designate at least one (1) individual for election to the Board. Following the Initial Public Offering, for as long as Warburg Pincus is controlled by entitled to appoint one or more general partners or managing members ofpersons to the Board, the Board, or shares a committee thereof consisting of non-employee directors (as such term is defined for purposes of Rule 16b-3 under the same management company withExchange Act), such Personshall, if requested by Warburg Pincus, and to the extent then permitted under applicable law, adopt resolutions and otherwise use reasonable efforts (without material cost to the Company) to cause any acquisition from the Company of securities or disposition of securities to the Company (including in connection with any exercise of warrants or other derivative securities held by Warburg Pincus or their Affiliates) to be exempt under Rule 16b-3 under the Exchange Act.

Election of Directors. In any and all elections of directors (i) As of the Companydate hereof, each Holder shall vote or cause to be voted all Shares owned by such Holder or over which such Holder has voting controlthe Board will consist of Xxxxx Xxxxxx, Xxxx Xxxx, Xxxx Xxxxxxxxx (Xxxx Xxxx and take all other actions necessary and within such Holder’s reasonable control Xxxx Xxxxxxxxx, together, being the Series A Preferred Directors (including, without limitation, attendance at meetings in person or by proxy for purposes of obtaining a quorum and execution of a written consentas defined below)), In Xxxx Xxxxx, Xxxxx Xxxx (In Xxxx Xxxxx and Xxxxx Xxxx, together, being the Series B Preferred Directors (as defined below)), Xxxxxxx Xxxx (being the Series B Independent Director (as defined in the Certificate of Incorporation)), Xxxxxxxxx Xxxxxxxxxx and Xxxxxx Xxxxxxxxxxx, MD (Xxxxxxxxx Xxxxxxxxxx and Xxxxxx Xxxxxxxxxxx, MD, together, being the Series C Directors (as defined below)). From and after the Closing (as such term is defined in the Stock Purchase Agreement), the Investors and the Company shall take all actions reasonable action within its reasonable control (their respective power, including, without limitationbut not limited to, calling special board meetings and stockholder meetings the voting of (or soliciting acting by written consents from such partiesconsent with respect to) so that the following provisions regarding the election all shares of directors shall be effected, beginning as capital stock of the date hereof: Company Owned by them (aincluding the Shares), required to cause the Board to consist of eight (8) members which shall include: (i) At the then-current Chief Executive Officer of the Company; (ii) two (2) representatives designated by the holders of the Existing Series A Preferred in accordance with the terms of the Certificate of Incorporation (each election of directors in which a “Series A Preferred Director”); (iii) three (3) representatives designated by the holders of the Series B Preferred StockStock in accordance with the terms of the Certificate of Incorporation (each, voting together as a separate class, are entitled to elect a director (the “Series B Preferred Director”), as long as Radius Venture Partners III, L.P. ; and (“Radius”iv) owns any shares of Series B Preferred Stock, each Holder shall vote or otherwise act to elect one individual nominated two (2) representatives designated by Radius (the “Radius Nominee”); the initial Radius Nominee shall be Xxxxxx X. Xxxxx. (b) At each election of directors in which the holders of the Series A Convertible Preferred Stock and Series A-1 C Preferred Stock, voting together as a separate classprovided, are entitled to elect directors (however, that one of the “Series A Preferred Directors”), as C Directors shall be designated by Norwest for so long as Emerald Stage2 Ventures, L.P. it Owns at least fifty percent (“Emerald”50%) owns any of the shares of Series A Convertible C Preferred Stock purchased by it pursuant to the Stock Purchase Agreement (subject to appropriate adjustment in the event of any stock dividend, stock split, stock distribution or combination, subdivision, reclassification or other corporate actions having the similar effect with respect to the Series A-1 Preferred Stock, each Holder shall vote or otherwise act to elect one individual nominated by Emerald (the “Emerald Nominee”) and, as long as Originate Growth Fund #1 Q, L.P. and/or Originate Growth Fund #1 A, L.P. (together, “Originate”) own(s) any shares of Series A Convertible Preferred Stock or Series A-1 Preferred Stock, each Holder shall vote or otherwise act to elect one individual nominated by Originate (the “Originate Nominee”); the initial Emerald Nominee shall be Xxxxx Xxxxxx and the initial Originate Nominee shall be Xxxx Xxxxxxxx; (c) At each election of directors in which the holders of Voting Common Stock, voting as a separate class, are entitled to elect directors, each Holder shall vote or otherwise act to elect two individuals nominated by the holders of at least a majority of the voting power of the Voting Common Stock, voting as a separate class (excluding any Voting Common Stock issued upon conversion of C Preferred Stock) (the “Common Series C Preferred Directors”); ) in accordance with the initial Common Directors shall be Xxxxxx X. Xxxxxxxx and Xxxxxx Xxxxxxxx; andterms of the Certificate of Incorporation. (dii) At each election of directors in From the date on which the holders Company completes an Initial Public Offering, and for as long as Warburg Pincus and its Affiliates Own at least ten percent (10%) of Voting the issued and outstanding Common Stock, voting as a separate class, are entitled to elect directors, each Holder shall vote or otherwise act to elect two individuals nominated by the holders of at least a majority of the voting power of the Voting Common Stock, voting as a separate class (excluding any Voting Common Stock issued upon conversion of Preferred Stock) who are not otherwise an Affiliate (defined below) of the Company or of any Holder will nominate and who is reasonably acceptable to the Preferred Directors currently in office use its commercially reasonable efforts (the “Independent Directors”); the initial Independent Directors shall be Xxxxxx Xxxxxxxx and Xx Xxxxxxxxxx. (e) For purposes of this Agreement, an individual, firm, corporation, partnership, association, limited liability company, trust or any other entity (collectively, a “Person”) shall be deemed an “Affiliate” of another Person who, directly or indirectly, controls, is controlled by or is under common control with such Person, including, without limitation, soliciting proxies for the Warburg Pincus designee to the same extent as it does for any general partnerof its other nominees to the Board) to have such number of individuals designated by Warburg Pincus elected to the Board so that the number of individuals designated by Warburg Pincus for election to the Board as compared to the size of the Board is proportionate to the number of Shares of issued and outstanding Common Stock then Owned by Warburg Pincus and its Affiliates as compared to the number of Shares of issued and outstanding Common Stock at such time; provided, managing memberhowever, officer or director that as long as Warburg Pincus Owns at least ten percent (10%) of such Person or any venture capital fund now or hereafter existing that the issued and outstanding Common Stock, Warburg Pincus shall have the right to designate at least one (1) individual for election to the Board. Following the Initial Public Offering, for as long as Warburg Pincus is controlled by entitled to appoint one or more general partners or managing members ofpersons to the Board, the Board, or shares a committee thereof consisting of non-employee directors (as such term is defined for purposes of Rule 16b-3 under the Exchange Act), shall, if requested by Warburg Pincus, and to the extent then permitted under applicable law, adopt resolutions and otherwise use reasonable efforts (without material cost to the Company) to cause any acquisition from the Company of securities or disposition of securities to the Company (including in connection with any exercise of warrants or other derivative securities held by Warburg Pincus or their Affiliates) to be exempt under Rule 16b-3 under the Exchange Act. (iii) From the date on which the Company completes an Initial Public Offering, and for as long as the Vertical Funds and their Affiliates Own at least ten percent (10%) of the issued and outstanding Common Stock, the Company will nominate and use its commercially reasonable efforts (including, without limitation, soliciting proxies for the Vertical Funds’ designee to the same management company withextent as it does for any of its other nominees to the Board) to have such number of individuals designated by the Vertical Funds elected to the Board so that the number of individuals designated by Vertical Funds for election to the Board as compared to the size of the Board is proportionate to the number of Shares of issued and outstanding Common Stock then Owned by the Vertical Funds and their Affiliates as compared to the number of Shares of issued and outstanding Common Stock at such time; provided, however, that as long as the Vertical Funds Own at least ten percent (10%) of the issued and outstanding Common Stock, the Vertical Funds shall have the right to designate at least one (1) individual for election to the Board. Following the Initial Public Offering, for as long as the Vertical Funds are entitled to appoint one or more persons to the Board, the Board, or a committee thereof consisting of non-employee directors (as such Personterm is defined for purposes of Rule 16b-3 under the Exchange Act), shall, if requested by the Vertical Funds, and to the extent then permitted under applicable law, adopt resolutions and otherwise use reasonable efforts (without material cost to the Company) to cause any acquisition from the Company of securities or disposition of securities to the Company (including in connection with any exercise of warrants or other derivative securities held by the Vertical Funds or their Affiliates) to be exempt under Rule 16b-3 under the Exchange Act.

Election of Directors. In any and all elections The authorized number of directors of the Company, each Holder shall vote or cause to be voted all Shares owned by such Holder or over which such Holder has voting control, and take all other actions necessary and within such Holder’s reasonable control (including, without limitation, attendance at meetings in person or by proxy for purposes of obtaining a quorum and execution of a written consent), and the Company shall take all actions within its reasonable control (including, without limitation, calling special board meetings and stockholder meetings or soliciting written consents from such parties) so that the following provisions regarding the election of directors --------------------- this Corporation shall be effectedfive (5). Notwithstanding 5(a) above, beginning as of the date hereof: (a) At each election of directors in which the holders of the Series B Preferred Stock, voting together as a separate class, are entitled to elect a director (the “Series B Preferred Director”), as long as Radius Venture Partners III, L.P. (“Radius”) owns any shares of Series B Preferred Stock, each Holder shall vote or otherwise act to elect one individual nominated by Radius (the “Radius Nominee”); the initial Radius Nominee shall be Xxxxxx X. Xxxxx. (b) At each election of directors in which the holders of the Series A Convertible Preferred Stock and Series A-1 Preferred Stock, voting together as a separate class, are entitled to elect directors (the “Series A Preferred Directors”), as long as Emerald Stage2 Ventures, L.P. (“Emerald”) owns any shares of Series A Convertible Preferred Stock or Series A-1 Preferred Stock, each Holder shall vote or otherwise act to elect one individual nominated by Emerald (the “Emerald Nominee”) and, as long as Originate Growth Fund #1 Q, L.P. and/or Originate Growth Fund #1 A, L.P. (together, “Originate”) own(s) any shares of Series A Convertible Preferred Stock or Series A-1 Preferred Stock, each Holder shall vote or otherwise act to elect one individual nominated by Originate (the “Originate Nominee”); the initial Emerald Nominee shall be Xxxxx Xxxxxx and the initial Originate Nominee shall be Xxxx Xxxxxxxx; (c) At each election of directors in which the holders of Voting Common Stock, voting as a separate class, are shall be entitled to elect four (4) directors of the corporation; and the holders of the Series A Preferred Stock, Series B Preferred Stock and Common Stock, voting together as a single class on an as converted basis, shall be entitled to elect one (1) director of the corporation. At any meeting held for the purpose of electing directors, each Holder the presence in person or by proxy of the holders of a majority of the Series A Preferred Stock then outstanding shall vote or otherwise act constitute a quorum of the Series A Preferred Stock for the election of directors to elect two individuals nominated be elected solely by the holders of at least Series A Preferred Stock. At any meeting held for the purpose of electing directors, the presence in person or by proxy of the holders of a majority of the voting power Series A Preferred Stock, Series B Preferred Stock and Common Stock then outstanding, on an as converted basis, shall constitute a quorum of the Voting Series A Preferred Stock, Series B Preferred Stock and Common Stock for the election of directors to be elected solely by the holders of the Series A Preferred Stock, Series B Preferred Stock and Common Stock, voting together as a separate single class (excluding on an as converted basis. A vacancy in any Voting Common Stock issued upon conversion of Preferred Stock) (the “Common Directors”); the initial Common Directors shall be Xxxxxx X. Xxxxxxxx and Xxxxxx Xxxxxxxx; and (d) At each election of directors in which the holders of Voting Common Stock, voting as a separate class, are entitled to elect directors, each Holder shall vote or otherwise act to elect two individuals nominated directorship elected by the holders of at least a majority Series A Preferred Stock shall be filled only by vote of the holders of Series A Preferred Stock; and a vacancy in any directorship elected by the holders of Series A Preferred Stock, Series B Preferred Stock and Common Stock voting power together shall be filled only by the vote of the Voting Common holders of Series A Preferred Stock, voting as a separate class (excluding any Voting Series B Preferred Stock and Common Stock issued upon conversion of Preferred Stock) who are not otherwise an Affiliate (defined below) of the Company or of any Holder and who is reasonably acceptable to the Preferred Directors currently in office (the “Independent Directors”); the initial Independent Directors shall be Xxxxxx Xxxxxxxx and Xx Xxxxxxxxxxvoting together as provided above. (e) For purposes of this Agreement, an individual, firm, corporation, partnership, association, limited liability company, trust or any other entity (collectively, a “Person”) shall be deemed an “Affiliate” of another Person who, directly or indirectly, controls, is controlled by or is under common control with such Person, including, without limitation, any general partner, managing member, officer or director of such Person or any venture capital fund now or hereafter existing that is controlled by one or more general partners or managing members of, or shares the same management company with, such Person.

Election of Directors. In A. The business and affairs of the Corporation shall be conducted and managed by, or under the direction of, the Board. The number of directors which shall constitute the entire Board shall not be less than three nor more than twenty, and, except as provided in Paragraph D of this Article V, shall be determined by resolution adopted by a majority of the entire Board. No reduction in number shall have the effect of removing any director prior to the expiration of his or her term. B. The Board, other than those directors elected by the holders of any series of Preferred Stock as provided for or fixed pursuant to the provisions of Article IV, shall be divided into three classes, Class I, Class II and all elections Class III, and the Board shall designate the directors who shall first serve in Class I, Class II and Class III. Such classes shall be as nearly equal in number as possible. Each director shall serve for a term ending on the third annual meeting following the annual meeting at which such director was elected; provided, however, that the directors first designated to Class I shall serve for a term expiring at the annual meeting next following the date of their designation as Class I Directors, the directors first designated to Class II shall serve for a term expiring at the second annual meeting next following the date of their designation as Class II Directors, and the directors first designated to Class III shall serve for a term expiring at the third annual meeting next following the date of their designation as Class III Directors. At each annual election of directors, the directors chosen to succeed those whose terms then expire shall be of the same class as the directors of the CompanyCorporation they succeed, unless, by reason of any intervening changes in the authorized number of directors, the Board of Directors shall designate one or more directorships whose term then expires as directorships of another class in order more nearly to achieve equality of number of directors among the classes. In the event of any change in the authorized number of Directors of the Corporation, each Holder Director of the Corporation then continuing to serve as such shall vote nevertheless continue as a Director of the class of which he is a member until the expiration of his current term, or cause his prior death, resignation or removal. C. Except as otherwise provided for or fixed pursuant to be voted all Shares owned by such Holder or over which such Holder has voting controlthe provisions of Article IV relating to the rights of the holders of any series of Preferred Stock to elect additional directors, except as provided in Paragraph D of this Article V, and take all subject to the provisions hereof, newly created directorships resulting from any increase in the authorized number of directors, and any vacancies on the Board resulting from death, resignation, disqualification, removal, or other actions necessary and within such Holder’s reasonable control (includingcause, without limitationmay be filled only by the affirmative vote of a majority of the remaining directors then in office, attendance at meetings in person or by proxy for purposes of obtaining even though less than a quorum and execution of a written consent), and the Company shall take all actions within its reasonable control (including, without limitation, calling special board meetings and stockholder meetings or soliciting written consents from such parties) so that the following provisions regarding the election of directors shall be effected, beginning as of the date hereof: (a) At each election Board. Any director elected in accordance with the preceding sentence or Paragraph D of this Article V shall hold office for the remainder of the full term of the class of directors in which the holders of the Series B Preferred Stock, voting together as a separate class, are entitled to elect a director (the “Series B Preferred Director”), as long as Radius Venture Partners III, L.P. (“Radius”) owns any shares of Series B Preferred Stock, each Holder shall vote new directorship was created or otherwise act to elect one individual nominated by Radius (the “Radius Nominee”); the initial Radius Nominee shall be Xxxxxx X. Xxxxx. (b) At each election of directors in which the holders vacancy occurred, and until such director's successor shall have been duly elected and qualified, subject to his earlier death, disqualification, resignation or removal. Except as otherwise provided pursuant to Article IV of the Series A Convertible Preferred Stock and Series A-1 Preferred Stock, voting together as a separate class, are entitled this Certificate of Incorporation relating to elect additional directors (the “Series A Preferred Directors”), as long as Emerald Stage2 Ventures, L.P. (“Emerald”) owns any shares of Series A Convertible Preferred Stock or Series A-1 Preferred Stock, each Holder shall vote or otherwise act to elect one individual nominated by Emerald (the “Emerald Nominee”) and, as long as Originate Growth Fund #1 Q, L.P. and/or Originate Growth Fund #1 A, L.P. (together, “Originate”) own(s) any shares of Series A Convertible Preferred Stock or Series A-1 Preferred Stock, each Holder shall vote or otherwise act to elect one individual nominated by Originate (the “Originate Nominee”); the initial Emerald Nominee shall be Xxxxx Xxxxxx and the initial Originate Nominee shall be Xxxx Xxxxxxxx; (c) At each election of directors in which the holders of Voting Common Stock, voting as a separate class, are entitled to elect directors, each Holder shall vote or otherwise act to elect two individuals nominated elected by the holders of one or more series of Preferred Stock, no decrease in the number of directors constituting the Board shall shorten the term of any incumbent director. D. Until the annual meeting of shareholders in the year 2000 and as long thereafter as any Xxxx-XxXxx Designee (hereafter defined) serves as a director of the Corporation, any vacancy caused by the death, resignation, removal or any other reason of a Continuing Director (hereinafter defined) shall be filled by the remaining Continuing Directors and nominations for election of directors to succeed Continuing Directors upon the expiration of the term of office of Continuing Directors shall be made by the Continuing Directors; and any vacancy caused by the death, resignation, removal or any other reason of a director other than a Continuing Director ("New Director") shall be filled by the remaining New Directors and nominations for election as directors to succeed New Directors upon the expiration of the term of office of New Directors shall be made by the New Directors; provided, however, at least one New Director shall be a person who shall have been mutually approved by the Chairman and the President of the Corporation. Following such time as there shall no longer be any Xxxx-XxXxx Designees serving as directors of the Corporation, effective as of the next annual meeting of shareholders, vacancies shall be filled and nominations for directors shall be made by a majority of the voting power whole board. "Xxxx-XxXxx Designee" shall have the meaning set forth in the Stock Rights and Restriction Agreement, dated as of December 31, 1996, between the Devon Energy Corporation, an Oklahoma corporation, and Xxxx-XxXxx Corporation. "Continuing Director" shall mean a director who was a director of Devon Energy Corporation, an Oklahoma corporation, immediately prior to the Closing under the Agreement and Plan of Merger by and among the Corporation, Devon Energy Corporation and PennzEnergy Company dated as of May 19, 1999, or who subsequently became a director as a result of the Voting Common Stock, voting filling of a vacancy by the Continuing Directors as aforesaid or as a separate class (excluding any Voting Common Stock issued upon conversion result of Preferred Stock) (the “Common Directors”); the initial Common Directors shall be Xxxxxx X. Xxxxxxxx and Xxxxxx Xxxxxxxx; and (d) At each his election of directors in which the holders of Voting Common Stock, voting as a separate class, are entitled to elect directors, each Holder shall vote or otherwise act to elect two individuals director having been nominated by the holders of at least a majority of the voting power of the Voting Common Stock, voting Continuing Directors as a separate class (excluding any Voting Common Stock issued upon conversion of Preferred Stock) who are not otherwise an Affiliate (defined below) of the Company or of any Holder and who is reasonably acceptable to the Preferred Directors currently in office (the “Independent Directors”); the initial Independent Directors shall be Xxxxxx Xxxxxxxx and Xx Xxxxxxxxxxaforesaid. (e) For purposes of this Agreement, an individual, firm, corporation, partnership, association, limited liability company, trust or any other entity (collectively, a “Person”) shall be deemed an “Affiliate” of another Person who, directly or indirectly, controls, is controlled by or is under common control with such Person, including, without limitation, any general partner, managing member, officer or director of such Person or any venture capital fund now or hereafter existing that is controlled by one or more general partners or managing members of, or shares the same management company with, such Person.

Election of Directors. In Notwithstanding any other provision of this Restated Certificate, and all elections except as otherwise required by law, whenever the holders of directors one or more series of Preferred Stock shall have the right, voting separately as a class, to elect one or more Directors, the term of office, the filling of vacancies, the removal from office and other features of such directorships shall be governed by the terms of this Restated Certificate or the resolution or resolutions of the CompanyBoard of Directors establishing such series of Preferred Stock. During any period when the holders of any series of Preferred Stock (other than the Class Pilot MEC Preferred Stock and the Class IAM Preferred Stock) have the right to elect additional Directors as provided for or fixed by or pursuant to the provisions of Article Fourth hereof, each Holder then upon commencement and for the duration of the period during which such right continues: (i) the then otherwise total authorized number of Directors of the Corporation shall vote or cause to automatically be voted all Shares owned increased by such Holder or over which such Holder has voting control, and take all other actions necessary and within such Holder’s reasonable control (including, without limitation, attendance at meetings in person or by proxy for purposes specified number of obtaining a quorum and execution of a written consent)Directors, and the Company shall take all actions within its reasonable control (including, without limitation, calling special board meetings and stockholder meetings or soliciting written consents from holders of such parties) so that the following provisions regarding the election of directors Preferred Stock shall be effectedentitled to elect the additional Directors so provided for or fixed by or pursuant to said provisions, beginning and (ii) each such additional Director shall serve until such office terminates pursuant to said provisions, whichever occurs earlier, subject to his or her earlier death, disqualification, resignation or removal. Except as otherwise provided by the Board of Directors in the date hereof: (a) At each election resolution or resolutions establishing a series of directors in which Preferred Stock, whenever the holders of any series of Preferred Stock having a right to elect additional Directors are divested of such right pursuant to the Series B provisions of such series of Preferred Stock, voting together as a separate class, are entitled to elect a director (the “Series B Preferred Director”), as long as Radius Venture Partners III, L.P. (“Radius”) owns any shares terms of Series B Preferred Stock, each Holder shall vote or otherwise act to elect one individual nominated by Radius (the “Radius Nominee”); the initial Radius Nominee shall be Xxxxxx X. Xxxxx. (b) At each election office of directors in which the holders of the Series A Convertible Preferred Stock and Series A-1 Preferred Stock, voting together as a separate class, are entitled to elect directors (the “Series A Preferred Directors”), as long as Emerald Stage2 Ventures, L.P. (“Emerald”) owns any shares of Series A Convertible Preferred Stock or Series A-1 Preferred Stock, each Holder shall vote or otherwise act to elect one individual nominated by Emerald (the “Emerald Nominee”) and, as long as Originate Growth Fund #1 Q, L.P. and/or Originate Growth Fund #1 A, L.P. (together, “Originate”) own(s) any shares of Series A Convertible Preferred Stock or Series A-1 Preferred Stock, each Holder shall vote or otherwise act to elect one individual nominated by Originate (the “Originate Nominee”); the initial Emerald Nominee shall be Xxxxx Xxxxxx and the initial Originate Nominee shall be Xxxx Xxxxxxxx; (c) At each election of directors in which the holders of Voting Common Stock, voting as a separate class, are entitled to elect directors, each Holder shall vote or otherwise act to elect two individuals nominated all such additional Directors elected by the holders of at least a majority of the voting power of the Voting Common Stock, voting as a separate class (excluding any Voting Common Stock issued upon conversion such series of Preferred Stock) (, or selected to fill any vacancies resulting from the “Common death, resignation, disqualification or removal of such additional Directors”); , shall forthwith terminate and the initial Common total authorized number of Directors of the Corporation shall be Xxxxxx X. Xxxxxxxx and Xxxxxx Xxxxxxxx; and (d) At each election of directors in which the holders of Voting Common Stock, voting as a separate class, are entitled to elect directors, each Holder shall vote or otherwise act to elect two individuals nominated by the holders of at least a majority of the voting power of the Voting Common Stock, voting as a separate class (excluding any Voting Common Stock issued upon conversion of Preferred Stock) who are not otherwise an Affiliate (defined below) of the Company or of any Holder and who is reasonably acceptable to the Preferred Directors currently in office (the “Independent Directors”); the initial Independent Directors shall be Xxxxxx Xxxxxxxx and Xx Xxxxxxxxxxreduced accordingly. (e) For purposes of this Agreement, an individual, firm, corporation, partnership, association, limited liability company, trust or any other entity (collectively, a “Person”) shall be deemed an “Affiliate” of another Person who, directly or indirectly, controls, is controlled by or is under common control with such Person, including, without limitation, any general partner, managing member, officer or director of such Person or any venture capital fund now or hereafter existing that is controlled by one or more general partners or managing members of, or shares the same management company with, such Person.

Election of Directors. In any On all matters relating to the election and all elections removal of directors of the Company, each Holder shall vote or cause to be voted all Shares owned by such Holder or over which such Holder has voting controlthe Key Holders, and take all other actions necessary and within such Holder’s reasonable control (including, without limitation, attendance at meetings in person or by proxy for purposes of obtaining a quorum and execution of a written consent), the Designated Common Stockholders and the Company Investors agree to vote all Key Holder Shares, Designated Holder Shares and Investor Shares held by them (or the holders thereof shall take all actions within its reasonable control (including, without limitation, calling special board meetings and stockholder meetings or soliciting consent pursuant to an action by written consents from such partiesconsent of the holders of capital stock of the Company) so that the following provisions regarding the election of directors shall be effected, beginning as to elect members of the date hereofCompany’s Board of Directors as follows: (a) At each election of or action by written consent to elect directors in which the holders of the Series B Preferred Stock, voting together as a separate class, are entitled to elect a director directors of the Company, the Investors shall vote all of their respective Investor Shares so as to elect: (i) so long as Xxxxxxxxxxxx Ventures IX, LP (together with its affiliates, “Xxxxxxxxxxxx”) continues to own at least thirty percent (30%) of the shares of Preferred Stock owned by it on the date hereof, one individual designated by Xxxxxxxxxxxx, which individual shall serve as the Series B Director described in Section 2(e)(i) of the Amended and Restated Certificate of Incorporation of the Company (the “Restated Certificate”) and who shall initially be Xxxxxxx Xxxx, (ii) so long as Norwest Venture Partners X LP (together with its affiliates, “Norwest”) continues to own at least thirty percent (30%) of the shares of Preferred Stock owned by it on the date hereof, one individual designated by Norwest, which individual shall serve as one of the Series B A Directors described in Section 2(e)(ii) of the Restated Certificate and who shall initially be Xxxxxxx Xxxxx and (iii) so long as Canaan VII L.P. (together with its affiliates, “Canaan”) continues to own at least thirty percent (30%) of the shares of Preferred Director”Stock owned by it on the date hereof, one individual designated by Canaan, which individual shall serve as one of the Series A Directors described in Section 2(e)(ii) of the Restated Certificate and who shall initially be Xxxxxx Xxxxxxx. Any vote taken to remove any director elected pursuant to this Section 1.2(a), or to fill any vacancy created by the resignation, removal or death of a director elected pursuant to this Section 1.2(a), shall also be subject to the provisions of this Section 1.2(a). Upon the request of any party entitled to designate a director as long as Radius Venture Partners III, L.P. (“Radius”) owns any shares of Series B Preferred Stockprovided in this Section 1.2(a), each Holder shall Investor agrees to vote or otherwise act to elect one individual nominated by Radius (its Investor Shares for the “Radius Nominee”); the initial Radius Nominee shall be Xxxxxx X. Xxxxxremoval of such director. (b) At each election of directors in which the holders of the Series A Convertible Preferred Stock and Series A-1 Preferred Common Stock, voting together as a separate class, are entitled to elect directors of the Company, the Key Holders, the Designated Common Stockholders and the Investors shall vote all of their respective Key Holder Shares, Designated Holder Shares and Investor Shares (to the “Series A Preferred Directors”extent such Investor Shares are shares of Common Stock) so as to elect the person serving as Chief Executive Officer of the Company, who as of the date of this Agreement is Xxxxxx Xxxxxxxxx. Any vote taken to remove the director elected pursuant to this Section 1.2(b), or to fill any vacancy created by the resignation, removal or death of a director elected pursuant to this Section 1.2(b), shall also be subject to the provisions of this Section 1.2(b). In the event that the person serving as long the director to be elected as Emerald Stage2 Venturesset forth in Section 1.2(b) ceases to serve as the Chief Executive Officer of the Company, L.P. the Key Holders, the Designated Common Stockholders and the Investors shall vote all of their respective Key Holder Shares, Designated Holder Shares and Investor Shares (“Emerald”) owns any to the extent such Investor Shares are shares of Series A Convertible Preferred Stock or Series A-1 Preferred Common Stock, each Holder shall vote or otherwise act ) for the removal of such director at the request of a majority of the Board of Directors excluding the director to elect one individual nominated by Emerald (the “Emerald Nominee”) and, as long as Originate Growth Fund #1 Q, L.P. and/or Originate Growth Fund #1 A, L.P. (together, “Originate”) own(s) any shares of Series A Convertible Preferred Stock or Series A-1 Preferred Stock, each Holder shall vote or otherwise act to elect one individual nominated by Originate (the “Originate Nominee”); the initial Emerald Nominee shall be Xxxxx Xxxxxx and the initial Originate Nominee shall be Xxxx Xxxxxxxx;removed. (c) At each election of directors in which the holders of Voting Common Stock and holders of Preferred Stock, voting together as a separate single class, including any Common Stock shares held by Investors, are entitled to elect directorsdirectors of the Company, each Holder the Key Holders, the Designated Common Stockholders and Investors shall vote or otherwise act all of their respective Key Holder Shares, Designated Holder Shares and Investor Shares so as to elect two individuals nominated one (1) individual designated by the holders mutual consent of at least a majority each of the voting power other members of the Voting Common StockCompany’s Board of Directors, voting as a separate class (excluding any Voting Common Stock issued upon conversion of Preferred Stock) (the “Common Directors”); the initial Common Directors who shall be Xxxxxx X. Xxxxxxxx and Xxxxxx Xxxxxxxx; and (d) At each election of directors in which the holders of Voting Common Stock, voting as a separate class, are entitled to elect directors, each Holder shall vote or otherwise act to elect two individuals nominated by the holders of at least a majority of the voting power of the Voting Common Stock, voting as a separate class (excluding any Voting Common Stock issued upon conversion of Preferred Stock) who are an industry representative not otherwise an Affiliate (defined below) of affiliated with the Company or any Investor. Any vote taken to remove any director elected pursuant to this Section 1.2(c), or to fill any vacancy created by the resignation, removal or death of any Holder and who is reasonably acceptable a director elected pursuant to this Section 1.2(c), shall also be subject to the Preferred Directors currently in office (the “Independent Directors”); the initial Independent Directors shall be Xxxxxx Xxxxxxxx and Xx Xxxxxxxxxx. (e) For purposes provisions of this Agreement, an individual, firm, corporation, partnership, association, limited liability company, trust or any other entity (collectively, a “Person”) shall be deemed an “Affiliate” of another Person who, directly or indirectly, controls, is controlled by or is under common control with such Person, including, without limitation, any general partner, managing member, officer or director of such Person or any venture capital fund now or hereafter existing that is controlled by one or more general partners or managing members of, or shares the same management company with, such PersonSection 1.2(c).

Election of Directors. In any and all elections of directors As of the date hereof, the Company’s Board of Directors (the “Board”) consists of four (4) members. From and after the date hereof, each Holder the Investors shall vote or cause to be voted take all action within their respective power, including but not limited to, the voting of all Shares owned by them from time to time and entitled to vote, required to cause the Board to (i) consist of four (4) members or such Holder or over which such Holder has voting controlother number not less than three (3) members as the Board may from time to time establish, and take all other actions necessary and within such Holder’s reasonable control (including, without limitation, attendance at meetings in person or by proxy for purposes of obtaining ii) include a quorum and execution of a written consent), and the Company shall take all actions within its reasonable control (including, without limitation, calling special board meetings and stockholder meetings or soliciting written consents from such parties) so that the following provisions regarding the election number of directors shall be effected, beginning as of the date hereof: (a) At each election of directors in which the holders of the Series B Preferred Stock, voting together as a separate class, are entitled to elect a director (the “Series B Preferred Director”), as long as Radius Venture Partners III, L.P. (“Radius”) owns any shares of Series B Preferred Stock, each Holder shall vote or otherwise act to elect one individual nominated designated by Radius (the “Radius Nominee”); the initial Radius Nominee shall be Xxxxxx X. Xxxxx. (b) At each election of directors in which the holders of the Series A Convertible Preferred Stock and Series A-1 Preferred Stock, voting together as a separate class, are entitled to elect directors (the “Series A Preferred Directors”), as long as Emerald Stage2 Ventures, L.P. (“Emerald”) owns any shares of Series A Convertible Preferred Stock or Series A-1 Preferred Stock, each Holder shall vote or otherwise act to elect one individual nominated by Emerald (the “Emerald Nominee”) and, as long as Originate Growth Fund #1 Q, L.P. and/or Originate Growth Fund #1 A, L.P. (together, “Originate”) own(s) any shares of Series A Convertible Preferred Stock or Series A-1 Preferred Stock, each Holder shall vote or otherwise act to elect one individual nominated by Originate (the “Originate Nominee”); the initial Emerald Nominee shall be Xxxxx Xxxxxx and the initial Originate Nominee shall be Xxxx Xxxxxxxx; (c) At each election of directors in which the holders of Voting Common Stock, voting as a separate class, are entitled to elect directors, each Holder shall vote or otherwise act to elect two individuals nominated by the holders of Third Point Re that constitutes at least a majority of the voting power Board, and (iii) for so long as Hiscox (x) holds at least 1,200 Shares and (y) owns Series B Shares of the Voting Common StockFund in an amount representing at least fifty percent (50%) of the value of the Series B Shares of the Fund acquired by Hiscox on the date hereof, voting in each case as a separate class valued as the purchase price paid by Hiscox for such Series B Shares, include one (excluding any Voting Common Stock issued upon conversion of Preferred Stock1) director designated by Hiscox (the “Common DirectorsHiscox Director”); , subject to the right of the Board to approve such nominee (which approval shall not be unreasonably withheld, delayed or conditioned), it being understood and agreed that the initial Common Directors Hiscox Director shall be Xxxxxx X. Xxxxxxxx Xxxxxxx. The Xxxxxx Director may, upon written notice to the Board, nominate any person to be the Hiscox Director’s alternate Director (an “Alternate Director”), subject to the right of the Board to approve such nominee (which approval shall not be unreasonably withheld, delayed or conditioned), it being understood and agreed that the initial Alternate Director for the Hiscox Director shall be either Xxxx Xxxxxxx or Xxxxxx Xxxxxxxx; Xxxxx An Alternate Director shall perform all of the functions and duties and have all of the rights of the Hiscox Director at any meeting at which the Hiscox Director is not present. Unless (A) prohibited by law or applicable rules or regulations of any stock exchange or automated dealer quotation system on which the Shares may become listed or (B) such committee is formed to consider a transaction between Hiscox and the Company, the Hiscox Director shall be a member of each committee of the Board for so long as Hiscox has the right to designate a director pursuant to this Section 2(a). Hiscox shall forfeit its right to designate the Hiscox Director upon the occurrence of a Call Option Trigger Event, following which Hiscox shall cause any person designated by it to the Board to resign from the Board and any committee of the Board (and (d) At each election , unless otherwise requested by the Company, the board of directors in which the holders (or equivalent governing body) of Voting Common Stock, voting as a separate class, are entitled to elect directors, each Holder shall vote or otherwise act to elect two individuals nominated by the holders of at least a majority of the voting power of the Voting Common Stock, voting as a separate class (excluding any Voting Common Stock issued upon conversion of Preferred Stock) who are not otherwise an Affiliate (defined below) Subsidiary of the Company or the Fund) with immediate effect. If Hiscox fails or refuses to cause any person designated by it to the Board to resign therefrom (and from any other committee of the Board and the board of directors (or equivalent governing body) of any Holder Subsidiary of the Company or the Fund), in each case in accordance with the terms set forth in this Section 2(a), then Hiscox hereby irrevocably and who unconditionally appoints (which appointment is reasonably acceptable coupled with an interest) the Secretary and the Assistant Secretary of the Company as his or its attorney-in-fact in Hiscox’s name and as its act and deed to execute all such documents and do all such other things as the attorney-in-fact shall, in his or its absolute discretion, consider necessary or desirable in order to effect the removal from the Board (and any committee of the Board and the board of directors (or equivalent governing body) of any Subsidiary of the Company or the Fund) of any person designated by Hiscox to the Preferred Directors currently in office Board (the “Independent Directors”); the initial Independent Directors shall be Xxxxxx Xxxxxxxx and Xx Xxxxxxxxxx. (e) For purposes of this Agreement, an individual, firm, corporation, partnership, association, limited liability company, trust or any other entity committee of the Board or the board of directors (collectively, a “Person”or equivalent governing body) shall be deemed an “Affiliate” of another Person who, directly any Subsidiary of the Company or indirectly, controls, is controlled by or is under common control with such Person, including, without limitation, any general partner, managing member, officer or director of such Person or any venture capital fund now or hereafter existing that is controlled by one or more general partners or managing members of, or shares the same management company with, such PersonFund).

Election of Directors. In any On all matters relating to the election and all elections removal of directors of the Company, each Holder shall vote or cause to be voted all Shares owned by such Holder or over which such Holder has voting control, and take all other actions necessary and within such Holder’s reasonable control (including, without limitation, attendance at meetings in person or by proxy for purposes of obtaining a quorum and execution of a written consent), the Key Holders and the Company Investors agree to vote all Key Holder Shares and Investor Shares held by them (or the holders thereof shall take all actions within its reasonable control (including, without limitation, calling special board meetings and stockholder meetings or soliciting consent pursuant to an action by written consents from such partiesconsent of the holders of capital stock of the Company) so that the following provisions regarding the election of directors shall be effected, beginning as to elect members of the date hereofCompany’s Board of Directors as follows: (a) At each election of or action by written consent to elect directors in which the holders of the Series B Preferred Stock, voting together as a separate class, are entitled to elect directors of the Company, the Investors shall vote all of their respective Investor Shares so as to elect one individual designated by the holders of a director majority of the Series A Preferred Stock, which individual shall initially be Xxxxxx X. Xxxxxxxx (the “Series B Preferred DirectorA Designee”). Any vote taken to remove any director elected pursuant to this Section 1.2(a), or to fill any vacancy created by the resignation, removal or death of a director elected pursuant to this Section 1.2(a), shall also be subject to the provisions of this Section 1.2(a). Upon the request of any party entitled to designate a director as long as Radius Venture Partners III, L.P. (“Radius”) owns any shares of Series B Preferred Stockprovided in this Section 1.2(a), each Holder shall Investor agrees to vote or otherwise act to elect one individual nominated by Radius (its Investor Shares for the “Radius Nominee”); the initial Radius Nominee shall be Xxxxxx X. Xxxxxremoval of such director. (b) At each election of directors in which the holders of the Series A Convertible Preferred Stock and Series A-1 Preferred Stock, voting together as a separate class, are entitled to elect directors (the “Series A Preferred Directors”), as long as Emerald Stage2 Ventures, L.P. (“Emerald”) owns any shares of Series A Convertible Preferred Stock or Series A-1 Preferred Stock, each Holder shall vote or otherwise act to elect one individual nominated by Emerald (the “Emerald Nominee”) and, as long as Originate Growth Fund #1 Q, L.P. and/or Originate Growth Fund #1 A, L.P. (together, “Originate”) own(s) any shares of Series A Convertible Preferred Stock or Series A-1 Preferred Stock, each Holder shall vote or otherwise act to elect one individual nominated by Originate (the “Originate Nominee”); the initial Emerald Nominee shall be Xxxxx Xxxxxx and the initial Originate Nominee shall be Xxxx Xxxxxxxx; (c) At each election of directors in which the holders of Voting Common Stock, voting as a separate class, are entitled to elect directorsdirectors of the Company, each Holder the Key Holders and the Investors shall vote or otherwise act all of their respective Key Holder Shares and Investor Shares (to elect two individuals nominated the extent converted to Common Stock) so as to elect: (i) the person serving as Chief Executive Officer of the Company, which individual shall initially be Xxxxxx X. Xxxxxxxx, Xx. and (ii) one (1) individual designated by the holders of a majority of Common Stock held by Key Holders who are then providing services to the Company as officers or employees, if any, which individual shall initially be Xxxx X. Xxxxxxxxxxx (together, the “Common Designees”). Any vote taken to remove any director elected pursuant to this Section 1.2(b), or to fill any vacancy created by the resignation, removal or death of a director elected pursuant to this Section 1.2(b), shall also be subject to the provisions of this Section 1.2(b). In the event that the person serving as the director to be elected as set forth in Section 1.2(b)(i) ceases to serve as the Chief Executive Officer of the Company, each Key Holder agrees to vote its Key Holder Shares for the removal of such director at least the request of a majority of the voting power Board of Directors excluding the Voting Common Stock, voting as a separate class (excluding any Voting Common Stock issued upon conversion of Preferred Stock) (the “Common Directors”); the initial Common Directors shall director to be Xxxxxx X. Xxxxxxxx and Xxxxxx Xxxxxxxx; and (d) At each election of directors in which the holders of Voting Common Stock, voting as a separate class, are entitled to elect directors, each Holder shall vote or otherwise act to elect two individuals nominated by the holders of at least a majority of the voting power of the Voting Common Stock, voting as a separate class (excluding any Voting Common Stock issued upon conversion of Preferred Stock) who are not otherwise an Affiliate (defined below) of the Company or of any Holder and who is reasonably acceptable to the Preferred Directors currently in office (the “Independent Directors”); the initial Independent Directors shall be Xxxxxx Xxxxxxxx and Xx Xxxxxxxxxxremoved. (e) For purposes of this Agreement, an individual, firm, corporation, partnership, association, limited liability company, trust or any other entity (collectively, a “Person”) shall be deemed an “Affiliate” of another Person who, directly or indirectly, controls, is controlled by or is under common control with such Person, including, without limitation, any general partner, managing member, officer or director of such Person or any venture capital fund now or hereafter existing that is controlled by one or more general partners or managing members of, or shares the same management company with, such Person.

Election of Directors. In At any and all elections time at which Peers owns any shares of Common Stock, in connection with each regular or special meeting of shareholders (or action by written consent) at which directors of the Company are to be elected occurring following a Navios Holdings Transfer or a Change of Control, the board of directors of the CompanyCompany (the “Board of Directors”) shall nominate for election as directors, and each Holder of the Shareholders shall vote or cause to be voted all Shares owned by such Holder or shares of Common Stock over which such Holder Shareholder then has voting controlpower for the election of, and take all other actions necessary and within such Holder’s reasonable control the director candidates, if any, designated by Peers as hereinafter provided: In connection with each regular or special meeting of shareholders (including, without limitation, attendance at meetings in person or action by proxy for purposes of obtaining a quorum and execution of a written consent) at which directors are to be elected that occurs (a) following a Navios Holdings Transfer, as long as Peers is beneficially owned (as defined in Rule 13d-3) by the Xxxxx family, or (b) following a Change of Control, regardless of the Xxxxx family’s beneficial ownership (as defined in Rule 13d-3) of Peers, Peers shall have the right to designate a number of director candidates such that if all such director candidates were elected, after such election, the number of directors designated by Peers will be equal to the greater of (i) the Applicable Percentage (as hereinafter defined) of the members of the whole Board of Directors (rounded up or down to the nearest whole number); and (ii) one (such greater number, and the Company “Applicable Director Number”). For purposes hereof, the “Applicable Percentage” shall take all actions within its reasonable control be, at any specific time, the percentage determined by dividing (including, without limitation, calling special board meetings and stockholder meetings or soliciting written consents from such partiesa) so that the following provisions regarding number of votes entitled to be cast in the election of directors shall be effected, beginning of the Company in respect of the shares of Common Stock over which Peers has voting power as of such time, by (b) the date hereof: (a) At each total number of votes entitled to be cast in the election of directors in which the holders of the Series B Preferred Stock, voting together as a separate class, are entitled to elect a director (the “Series B Preferred Director”), as long as Radius Venture Partners III, L.P. (“Radius”) owns any shares of Series B Preferred Stock, each Holder shall vote or otherwise act to elect one individual nominated by Radius (the “Radius Nominee”); the initial Radius Nominee shall be Xxxxxx X. Xxxxx. (b) At each election of directors in which the holders of the Series A Convertible Preferred Stock and Series A-1 Preferred Stock, voting together as a separate class, are entitled to elect directors (the “Series A Preferred Directors”), as long as Emerald Stage2 Ventures, L.P. (“Emerald”) owns any shares of Series A Convertible Preferred Stock or Series A-1 Preferred Stock, each Holder shall vote or otherwise act to elect one individual nominated by Emerald (the “Emerald Nominee”) and, as long as Originate Growth Fund #1 Q, L.P. and/or Originate Growth Fund #1 A, L.P. (together, “Originate”) own(s) any shares of Series A Convertible Preferred Stock or Series A-1 Preferred Stock, each Holder shall vote or otherwise act to elect one individual nominated by Originate (the “Originate Nominee”); the initial Emerald Nominee shall be Xxxxx Xxxxxx and the initial Originate Nominee shall be Xxxx Xxxxxxxx; (c) At each election of directors in which the holders of Voting Common Stock, voting as a separate class, are entitled to elect directors, each Holder shall vote or otherwise act to elect two individuals nominated by the holders of at least a majority of the voting power of the Voting Common Stock, voting as a separate class (excluding any Voting Common Stock issued upon conversion of Preferred Stock) (the “Common Directors”); the initial Common Directors shall be Xxxxxx X. Xxxxxxxx and Xxxxxx Xxxxxxxx; and (d) At each election of directors in which the holders of Voting Common Stock, voting as a separate class, are entitled to elect directors, each Holder shall vote or otherwise act to elect two individuals nominated by the holders of at least a majority of the voting power of the Voting Common Stock, voting as a separate class (excluding any Voting Common Stock issued upon conversion of Preferred Stock) who are not otherwise an Affiliate (defined below) of the Company or by all holders of any Holder and who is reasonably acceptable to the Preferred Directors currently in office (the “Independent Directors”); the initial Independent Directors shall be Xxxxxx Xxxxxxxx and Xx Xxxxxxxxxxshares of Common Stock at such time. (e) For purposes of this Agreement, an individual, firm, corporation, partnership, association, limited liability company, trust or any other entity (collectively, a “Person”) shall be deemed an “Affiliate” of another Person who, directly or indirectly, controls, is controlled by or is under common control with such Person, including, without limitation, any general partner, managing member, officer or director of such Person or any venture capital fund now or hereafter existing that is controlled by one or more general partners or managing members of, or shares the same management company with, such Person.

Election of Directors. In any and all elections (a) The number of directors constituting the Board shall be three (3). With respect to each election of directors of the CompanyCorporation, whether at a special or annual meeting and whether by vote or by consent, in each Holder case, in accordance with the provisions for electing directors set forth in the Articles and the Bylaws, then, and in each such event, the Shareholders shall vote or cause to be voted all Shares of the shares of Common Stock owned by them or consent in writing with respect to such Holder or over which such Holder has voting control, shares as follows: (i) in favor of one (1) director who shall be designated and take all other actions necessary approved by Wastech; (ii) in favor of one (1) director who shall be designated and within such Holder’s reasonable control approved by Flood Trust; (including, without limitation, attendance at meetings iii) in person or favor of one (1) director who shall be mutually agreed upon by proxy for purposes of obtaining a quorum Wastech and execution of a written consent), Flood Trust. The parties hereby agree to designate and the Company shall take all actions within its reasonable control (including, without limitation, calling special board meetings and stockholder meetings or soliciting written consents from such parties) so that approve the following provisions regarding individuals pursuant to clauses (i) and (ii) above to serve as the election initial Shareholders of directors shall be effected, beginning the Board effective as of the day after the date hereof: : (ai) At each election of directors in which the holders of the Series B Preferred StockWastech hereby designates and approves Xxxxxxx X. Xxxxxx, voting together Xx. as a separate class, are entitled director pursuant to elect Section 2.1(a)(i) hereof; (ii) Flood Trust hereby designates and approves Xxxxxxx Xxxxxx as a director (the “Series B Preferred Director”), as long as Radius Venture Partners III, L.P. (“Radius”pursuant to Section 2.1(a)(ii) owns any shares of Series B Preferred Stock, each Holder shall vote or otherwise act to elect one individual nominated by Radius (the “Radius Nominee”); the initial Radius Nominee shall be Xxxxxx X. Xxxxxhereof. (b) At The Shareholders shall vote their shares (1) to remove any director whose removal is requested by the party with the sole power to designate such director under Sections 2.1(a)(i) and (ii), and (2) to fill any vacancy created by the removal, resignation or death of a director, in each case for the election of directors a new director designated and approved, if approval is required, in which accordance with the holders provisions of this Section 2.1(a) relating to such director. Vacancies of the Series A Convertible Preferred Stock and Series A-1 Preferred Stock, voting together as a separate class, are entitled to elect directors (the “Series A Preferred Directors”), as long as Emerald Stage2 Ventures, L.P. (“Emerald”) owns any shares of Series A Convertible Preferred Stock or Series A-1 Preferred Stock, each Holder shall vote or otherwise act to elect one individual nominated by Emerald (the “Emerald Nominee”) and, as long as Originate Growth Fund #1 Q, L.P. and/or Originate Growth Fund #1 A, L.P. (together, “Originate”) own(s) any shares of Series A Convertible Preferred Stock or Series A-1 Preferred Stock, each Holder shall vote or otherwise act to elect one individual nominated by Originate (the “Originate Nominee”); the initial Emerald Nominee Board shall be Xxxxx Xxxxxx and filled within 10 days of the initial Originate Nominee shall date such vacancy is created or immediately before the first action to be Xxxx Xxxxxxxx;taken by the Board after the date such vacancy is created. (c) At each election of directors So long as this Agreement is in which force and effect, the holders of Voting Common StockCompany shall not, voting as a separate class, are entitled to elect directors, each Holder shall without first obtaining the affirmative vote or otherwise act to elect two individuals nominated by written consent of each Shareholder, change the holders of at least a majority size of the voting power of Board, or amend the Voting Common Stock, voting as a separate class (excluding any Voting Common Stock issued upon conversion of Preferred Stock) (the “Common Directors”); the initial Common Directors shall be Xxxxxx X. Xxxxxxxx and Xxxxxx Xxxxxxxx; and (d) At each election of directors in which the holders of Voting Common Stock, voting as a separate class, are entitled to elect directors, each Holder shall vote or otherwise act to elect two individuals nominated by the holders of at least a majority of the voting power of the Voting Common Stock, voting as a separate class (excluding any Voting Common Stock issued upon conversion of Preferred Stock) who are not otherwise an Affiliate (defined below) of the Company or of any Holder and who is reasonably acceptable to the Preferred Directors currently in office (the “Independent Directors”); the initial Independent Directors shall be Xxxxxx Xxxxxxxx and Xx Xxxxxxxxxx. (e) For purposes provisions of this Agreement, an individual, firm, corporation, partnership, association, limited liability company, trust or any other entity (collectively, a “Person”) shall be deemed an “Affiliate” of another Person who, directly or indirectly, controls, is controlled by or is under common control with such Person, including, without limitation, any general partner, managing member, officer or director of such Person or any venture capital fund now or hereafter existing that is controlled by one or more general partners or managing members of, or shares the same management company with, such PersonSection 2.1.

Election of Directors. In any and all elections election of directors of the Company, each Investor, ME Common Holder and Key Holder shall vote or cause to be voted all Shares owned by such Holder or its shares of capital stock of the Company, and any shares over which such Investor, ME Common Holder or Key Holder has voting control, and take all other actions necessary and within such Holder’s reasonable control (including, without limitation, attendance whether at meetings in person a meeting or by proxy for purposes of obtaining a quorum and execution written consent in lieu of a written consent), meeting) as may be necessary to elect and maintain the Company shall take all actions within its reasonable control (including, without limitation, calling special board meetings and stockholder meetings or soliciting written consents from such parties) so that the following provisions regarding the election of directors shall be effected, beginning as members of the date hereofBoard as follows: (a) At each election As the Series E Director (as defined in the Certificate of directors in Incorporation), so long as Canyon owns at least seven and one-half percent (7.5%) of the shares of Series E Preferred issued and outstanding, one (1) individual designated by Canyon, which individual shall initially be undesignated; provided, that if and when Canyon holds less than seven and one-half percent (7.5%) of the shares of Series E Preferred issued and outstanding, the holders of a majority of the Series B Preferred StockE Preferred, voting together as a separate classseries, are entitled shall have the right to elect designate the individual. Any vote taken to remove any director elected pursuant to this Section 9.3(a), or to fill any vacancy created by the resignation, removal or death of a director (the “Series B Preferred Director”elected pursuant to this Section 9.3(a), as long as Radius Venture Partners III, L.P. (“Radius”) owns any shares shall also be subject to the provisions of Series B Preferred Stock, each Holder shall vote or otherwise act to elect one individual nominated by Radius (the “Radius Nominee”this Section 9.3(a); the initial Radius Nominee shall be Xxxxxx X. Xxxxx.; (b) At each election As the Series D Director (as defined in the Certificate of directors in Incorporation), so long as Madrone Capital owns at least seven and one-half percent (7.5%) of the shares of Series D Preferred issued and outstanding, one (1) individual designated by Madrone Capital, which individual shall initially be Xxxxxxx XxXxxxxx; provided, that if and when Madrone Capital holds less than seven and one-half percent (7.5%) of the shares of Series D Preferred issued and outstanding, the holders of a majority of the Series A Convertible Preferred Stock and Series A-1 Preferred StockD Preferred, voting together as a separate classseries, are entitled shall have the right to elect directors designate the individual. Any vote taken to remove any director elected pursuant to this Section 9.3(b), or to fill any vacancy created by the resignation, removal or death of a director elected pursuant to this Section 9.3(b), shall also be subject to the provisions of this Section 9.3(b); (c) As the Series C Director (as defined in the Certificate of Incorporation), so long as Sequoia Capital owns at least seven and one-half percent (7.5%) of the shares of Series C Preferred issued and outstanding, one (1) individual designated by Sequoia Capital, which individual shall initially be undesignated; provided, that if and when Sequoia Capital holds less than seven and one-half percent (7.5%) of the shares of Series C Preferred issued and outstanding, the holders of a majority of the Series C Preferred, voting together as a separate series, shall have the right to designate the individual. Any vote taken to remove any director elected pursuant to this Section 9.3(c), or to fill any vacancy created by the resignation, removal or death of a director elected pursuant to this Section 9.3(c), shall also be subject to the provisions of this Section 9.3(c); (d) As the Series B Director (as defined in the Certificate of Incorporation), so long as Accel Partners owns at least seven and one-half percent (7.5%) of the shares of Series B Preferred issued and outstanding, one (1) individual designated by Accel Partners, which individual shall initially be Xxxxxxx Xxxx; provided, that if and when Accel Partners holds less than seven and one-half percent (7.5%) of the shares of Series B Preferred issued and outstanding, the holders of a majority of the Series B Preferred, voting together as a separate series, shall have the right to designate the individual. Any vote taken to remove any director elected pursuant to this Section 9.3(d), or to fill any vacancy created by the resignation, removal or death of a director elected pursuant to this Section 9.3(d), shall also be subject to the provisions of this Section 9.3(d); (e) As the Series A Director (as defined in the Certificate of Incorporation and together with the Series B Director, the Series C Director, the Series D Director and the Series E Director, the “Series A Preferred Directors”), as so long as Emerald Stage2 Ventures, L.P. Foundation Capital owns at least seven and one-half percent (“Emerald”7.5%) owns any of the shares of Series A Convertible Preferred Stock or Series A-1 Preferred Stockissued and outstanding, each Holder one (1) individual designated by Foundation Capital, which individual shall vote or otherwise act to elect one individual nominated by Emerald initially be Xxxxx Xxxxxxxx; provided, that if and when Foundation Capital holds less than seven and one-half percent (7.5%) of the “Emerald Nominee”) and, as long as Originate Growth Fund #1 Q, L.P. and/or Originate Growth Fund #1 A, L.P. (together, “Originate”) own(s) any shares of Series A Convertible Preferred Stock issued and outstanding, the holders of a majority of the Series A Preferred, voting together as a separate series, shall have the right to designate the other individual. Any vote taken to remove any director elected pursuant to this Section 9.3(e), or Series A-1 Preferred Stockto fill any vacancy created by the resignation, each Holder removal or death of a director elected pursuant to this Section 9.3(e), shall vote or otherwise act also be subject to elect one individual nominated by Originate (the “Originate Nominee”provisions of this Section 9.3(e); the initial Emerald Nominee shall be Xxxxx Xxxxxx and the initial Originate Nominee shall be Xxxx Xxxxxxxx; (cf) At each election As the Common Directors (as defined in the Certificate of directors in Incorporation), two individuals, one of which shall be the Chief Executive Officer of the Company, and one of which shall be designated by the holders of Voting no less than fifty-five percent (55%) of the Common StockStock then outstanding (excluding shares of Common Stock issued upon conversion of any Preferred Stock and shares of Common Stock held by Common Holders), voting as a separate class, are entitled which individuals shall initially be Xxxxxx Xxxxxxx (Chairman) and Xxxx Xxxxxx as the Chief Executive Officer. Any vote taken to elect directorsremove any director elected pursuant to this Section 9.3(f), each Holder or to fill any vacancy created by the resignation, removal or death of a director elected pursuant to this Section 9.3(f), shall vote or otherwise act also be subject to elect two individuals the provisions of this Section 9.3(f); and, (g) As the Independent Directors (as defined in the Certificate of Incorporation), four individuals, (i) three (3) of which shall be nominated by unanimous agreement of the other members of the Board then in office, excluding the director designated and being replaced pursuant to this Section 9.3(g)(i) and (ii) so long as the ME Common Holders (X) collectively own at least seven and one-half percent (7.5%) of the outstanding shares of the Company’s capital stock calculated on an as converted basis (excluding shares of Common Stock held by the CEE Common Holders) and (Y) continue to own beneficially at least sixty (60%) of the ME Merger Shares originally issued to the ME Common Holders, one (1) of which shall be designated by the holders of at least no less than a majority of the voting power of the Voting Common Stock, voting as a separate class (excluding any Voting Common Stock issued upon conversion of Preferred Stock) then held by all ME Common Holders (the “ME Common DirectorsHolders Director”), which individual shall initially be Xxx Xxxx; provided, that, if and when the initial ME Common Directors shall be Xxxxxx X. Xxxxxxxx Holders collectively hold less than seven and Xxxxxx Xxxxxxxx; and one-half percent (d) At each election of directors in which the holders of Voting Common Stock, voting as a separate class, are entitled to elect directors, each Holder shall vote or otherwise act to elect two individuals nominated by the holders of at least a majority of the voting power of the Voting Common Stock, voting as a separate class (excluding any Voting Common Stock issued upon conversion of Preferred Stock) who are not otherwise an Affiliate (defined below7.5%) of the Company outstanding shares of the Company’s Common Stock (excluding shares of Common Stock held by the CEE Common Holders) or do not continue to own beneficially at least sixty percent (60%) of any Holder and who is reasonably acceptable the ME Merger Shares originally issued to the Preferred Directors currently in office (ME Common Holders, the “Independent Directors”); the initial Independent Directors ME Common Holders Director seat shall be Xxxxxx Xxxxxxxx nominated by unanimous agreement of the other members of the Board then in office, excluding the director designated and Xx Xxxxxxxxxx. (e) For purposes being replaced pursuant to this Section 9.3(g)(ii). Any vote taken to remove any director elected pursuant to this Section 9.3(g), or to fill any vacancy created by the resignation or death of a director elected pursuant to this Section 9.3(f), shall also be subject to the provisions of this Agreement, an individual, firm, corporation, partnership, association, limited liability company, trust or any other entity (collectively, a “Person”) shall be deemed an “Affiliate” of another Person who, directly or indirectly, controls, is controlled by or is under common control with such Person, including, without limitation, any general partner, managing member, officer or director of such Person or any venture capital fund now or hereafter existing that is controlled by one or more general partners or managing members of, or shares the same management company with, such PersonSection 9.3(g).

Election of Directors. In any and all elections of directors (i) As of the Company, each Holder shall vote or cause to be voted all Shares owned by such Holder or over which such Holder has voting control, and take all other actions necessary and within such Holder’s reasonable control date of the First Tranche Closing (including, without limitation, attendance at meetings in person or by proxy for purposes of obtaining a quorum and execution of a written consentas defined under the Purchase Agreement), and the Board of Directors of the Company (the "Board") shall take all actions within its reasonable control consist of Xxxxxx X. Xxxxxx, Xxxxxxx X. Xxxxx, Xxxx X. Xxxxx, Xxxxxxx Xxxx, Xxxxxx X. Xxxxx and Xxxx X. Xxxxxx and up to seven (including, without limitation, calling special board meetings and stockholder meetings or soliciting written consents from such parties7) so that representatives designated by the following provisions regarding holders of the election of directors shall be effected, beginning outstanding Series B Preferred Stock (as of the date hereof: of the First Tranche Closing, LV) as provided under the Company's certificate of incorporation, as amended (athe "Charter") At (each election of directors in which representative designated by the holders of the Series B Preferred StockStock from time to time, voting together as a separate class"Series B Director"). (ii) From the date of the First Tranche Closing, are entitled to elect a director (and at all times while the “Series B Preferred Director”)Stock is outstanding, the Investors shall take all reasonable action within their respective power, including but not limited to, the voting (to the extent permitted by law) of all shares of capital stock of the Company owned by them or over which they have voting control, required (A) to cause the Board to consist of no less than seven (7) and no more than the applicable Whole Board Limit or Reset Board Limit (each as long as Radius Venture Partners III, L.P. defined in the Charter) and (“Radius”B) owns any upon receipt of a written consent from the holders of the Series B Preferred Stock representing a majority of the then outstanding shares of Series B Preferred Stock, each Holder shall vote or otherwise act to elect one individual nominated by Radius Stock (the “Radius Nominee”); the initial Radius Nominee shall be Xxxxxx X. Xxxxx. (b) At each election of directors in which the holders of the "Acting Series A Convertible Preferred Stock and Series A-1 Preferred Stock, voting together as a separate class, are entitled to elect directors (the “Series A Preferred Directors”B Holders"), as long as Emerald Stage2 Ventures, L.P. (“Emerald”) owns any shares to appoint and elect the number of Series A Convertible Preferred Stock B Directors required to fill the Reserved Series B Seats (as defined in the Charter). As used herein, "all reasonable action" or Series A-1 Preferred Stock, each Holder "all action" shall vote or otherwise act to elect one individual nominated by Emerald (the “Emerald Nominee”) and, as long as Originate Growth Fund #1 Q, L.P. and/or Originate Growth Fund #1 A, L.P. (together, “Originate”) own(s) any shares of Series A Convertible Preferred Stock or Series A-1 Preferred Stock, each Holder shall vote or otherwise act to elect one individual nominated by Originate (the “Originate Nominee”); the initial Emerald Nominee shall be Xxxxx Xxxxxx and the initial Originate Nominee shall be Xxxx Xxxxxxxx; (c) At each election of directors in which the holders of Voting Common Stock, voting as a separate class, are entitled to elect directors, each Holder shall vote or otherwise act to elect two individuals nominated by the holders of at least a majority of the voting power of the Voting Common Stock, voting as a separate class (excluding any Voting Common Stock issued upon conversion of Preferred Stock) (the “Common Directors”); the initial Common Directors shall be Xxxxxx X. Xxxxxxxx and Xxxxxx Xxxxxxxx; and (d) At each election of directors in which the holders of Voting Common Stock, voting as a separate class, are entitled to elect directors, each Holder shall vote or otherwise act to elect two individuals nominated by the holders of at least a majority of the voting power of the Voting Common Stock, voting as a separate class (excluding any Voting Common Stock issued upon conversion of Preferred Stock) who are not otherwise an Affiliate (defined below) of the Company or of any Holder and who is reasonably acceptable to the Preferred Directors currently in office (the “Independent Directors”); the initial Independent Directors shall be Xxxxxx Xxxxxxxx and Xx Xxxxxxxxxx. (e) For purposes of this Agreement, an individual, firm, corporation, partnership, association, limited liability company, trust or any other entity (collectively, a “Person”) shall be deemed an “Affiliate” of another Person who, directly or indirectly, controls, is controlled by or is under common control with such Person, includinginclude, without limitation, the execution of written consents, the calling of special meetings, and the execution of waivers of notice and attendance at meetings. (iii) In the event (each a "Default") that the Company fails for any general partner, managing member, officer or director of such Person or reason (A) to pay any venture capital fund now or hereafter existing that is controlled quarterly dividend with respect to the Series B Preferred Stock as required by one or more general partners or managing members ofthe Charter, or shares (B) to make any redemption payment required pursuant to the same management company withCharter, then, in any such Personcase, upon five (5) days written notice to the Initial Investors given at any time following and during the continuance of any Default, the holders of Series B Preferred Stock shall as a class become entitled to "Special Voting Rights" as defined and described in the Charter and the Investors shall take all action within their respective power to effect the change in Board composition required by the Special Voting Rights provision of the Charter.

Election of Directors. In any and all elections Effective upon the closing date of directors this Agreement, the Company shall cause Petex Xxxx xx be appointed to the Company's Board of Directors. So long as the Purchasers own not less than a combined total of the greater of (i) 300,000 shares or (ii) 25% of the Company, each Holder shall vote or cause to be voted all Shares owned by such Holder or over which such Holder has voting control, and take all other actions necessary and within such Holder’s reasonable control 's Preferred Stock (including, without limitation, attendance at meetings in person or by proxy for purposes of obtaining a quorum and execution of a written consent), and the Company shall take all actions within its reasonable control (including, without limitation, calling special board meetings and stockholder meetings or soliciting written consents from such parties) so that the following provisions regarding the election of directors shall be effected, beginning as of the date hereof: (a) At each election of directors in which the holders of the Series B Preferred Stock, voting together as a separate class, are entitled to elect a director (the “Series B Preferred Director”), as long as Radius Venture Partners III, L.P. (“Radius”) owns any including shares of Series B Preferred Stock, each Holder shall vote or otherwise act to elect one individual nominated by Radius (the “Radius Nominee”); the initial Radius Nominee shall be Xxxxxx X. Xxxxx. (b) At each election of directors in which the holders of the Series A Convertible Preferred Stock and Series A-1 Preferred Stock, voting together as a separate class, are entitled to elect directors (the “Series A Preferred Directors”), as long as Emerald Stage2 Ventures, L.P. (“Emerald”) owns any shares of Series A Convertible Preferred Stock or Series A-1 Preferred Stock, each Holder shall vote or otherwise act to elect one individual nominated by Emerald (the “Emerald Nominee”) and, as long as Originate Growth Fund #1 Q, L.P. and/or Originate Growth Fund #1 A, L.P. (together, “Originate”) own(s) any shares of Series A Convertible Preferred Stock or Series A-1 Preferred Stock, each Holder shall vote or otherwise act to elect one individual nominated by Originate (the “Originate Nominee”); the initial Emerald Nominee shall be Xxxxx Xxxxxx and the initial Originate Nominee shall be Xxxx Xxxxxxxx; (c) At each election of directors in which the holders of Voting Common Stock, voting as a separate class, are entitled to elect directors, each Holder shall vote or otherwise act to elect two individuals nominated by the holders of at least a majority of the voting power of the Voting Common Stock, voting as a separate class (excluding any Voting Common Stock issued upon conversion of the Preferred Stock) Stock and as adjusted for stock splits, etc.), the Purchasers shall have the right to nominate for election to the Company's Board of Directors (the “Common Directors”"Board") one member of the Board (the "Preferred Director"); . The name of the person(s) so nominated shall be subject to approval by the Company, which approval shall not be unreasonably withheld. The parties hereto agree that the initial Common Directors Preferred Director shall be Xxxxxx X. Xxxxxxxx Petex Xxxx. Xhe Company agrees to take all actions necessary or appropriate to present the Preferred Director to the shareholders for election and Xxxxxx Xxxxxxxx; and (d) At each election of directors in which the holders of Voting Common Stock, voting approval as a separate classdirector. Robexx Xxxxxx xxx Forward Ventures II, are entitled L.P. agree to take all action necessary to elect directors, each Holder shall vote or otherwise act the Preferred Director to elect two individuals nominated by the holders Board of at least a majority of the voting power of the Voting Common Stock, voting as a separate class (excluding any Voting Common Stock issued upon conversion of Preferred Stock) who are not otherwise an Affiliate (defined below) Directors of the Company and each of them agrees to vote such shareholder's shares in favor of election of the Preferred Director. If a Preferred Director resigns or is removed by a vote of the Company's shareholders, or if his or her Board seat is otherwise vacated for any Holder and who is reasonably acceptable reason, then the Purchasers shall have the right to nominate his or her replacement, subject to the Company's approval, which approval shall not be unreasonably withheld, and Robexx Xxxxxx xxx Forward Ventures II, L.P. agree to vote each of such shareholder's shares for the election of such replacement Preferred Directors currently in office (the “Independent Directors”); the initial Independent Directors shall be Xxxxxx Xxxxxxxx and Xx Xxxxxxxxxx. (e) For purposes Director. The provisions of this Agreement, an individual, firm, corporation, partnership, association, limited liability company, trust or any other entity (collectively, a “Person”Section 6(k) shall be deemed construed to constitute the granting of proxies coupled with an “Affiliate” of another Person who, directly or indirectly, controls, is controlled by or is under common control with such Person, including, without limitation, any general partner, managing member, officer or director of such Person or any venture capital fund now or hereafter existing that is controlled by one or more general partners or managing members of, or shares the same management company with, such Personinterest.

Election of Directors. In any and On all elections matters relating to the election of one or more directors of the Company, each Holder shall vote or cause Stockholder agrees to be voted all Shares owned by such Holder or over which such Holder has voting control, and take all other actions necessary and within such Holder’s reasonable control (necessary, including, without limitation, attendance at meetings in person the voting of its Subject Securities then owned by such Stockholder (or by proxy for purposes of obtaining a quorum and as to which they then have voting power), the execution of a written consent)consents, the calling of special meetings, the removal of directors, the filling of vacancies on the Board, the amendment of the Bylaws of the Company, and the Company shall take all actions within its reasonable control (includingwaiving of notice and attending of meetings, without limitation, calling special board meetings and stockholder meetings or soliciting written consents from such parties) so that as may be necessary to elect the following provisions regarding individuals to the election of directors shall be effected, beginning as of the date hereofBoard: (a) At each election Four (4) representatives designated by holders of directors in which a majority of the holders outstanding shares of the Common Stock issuable or issued upon conversion of the Series B A Preferred Stock, voting together as a separate class, are entitled to elect a director Stock (the “Series B Preferred DirectorInvestor Directors”), as long as Radius Venture Partners III(i) one of whom shall be designated by Panorama Capital, L.P. (“RadiusPanorama Capital”) owns any shares for so long as Panorama Capital shall own not less than 16,666,667 of the Common Stock issued or issuable upon conversion of Series B A Preferred StockStock (as adjusted for stock splits, each Holder stock dividends, combinations, recapitalizations or the like) purchased by Panorama Capital pursuant to the Purchase Agreement and which designee shall vote or otherwise act to elect initially be Mxxxxxx Xxxx, (ii) one individual nominated by Radius (the “Radius Nominee”); the initial Radius Nominee of whom shall be Xxxxxx X. Xxxxxdesignated by Rustic Canyon Partners (“Rustic”) for so long as Rustic shall own not less than 12,500,000 of the Common Stock issued or issuable upon conversion of Series A Preferred Stock (as adjusted for stock splits, stock dividends, combinations, recapitalizations or the like) purchased by Rustic pursuant to the Purchase Agreement and which designee shall initially be Mxxx Xxxxxx, (iii) one of whom shall be designated by Rembrandt Venture Partners (“Rembrandt”) for so long as Rembrandt shall own not less than 8,333,333 of the Common Stock issued or issuable upon conversion of Series A Preferred Stock as adjusted for stock splits, stock dividends, combinations, recapitalizations or the like) purchased by Rembrandt pursuant to the Purchase Agreement and which designee shall initially be Rxxxxxx Xxxx and (iv) one of whom shall be designated by Internet Television Distribution, Inc. and its affiliates (“ITD”) for so long as ITD shall own not less than 3,088,240 of the Common Stock issued or issuable upon conversion of Series A Preferred Stock (as adjusted for stock splits, stock dividends, combinations, recapitalizations or the like) purchased by ITD pursuant to the Purchase Agreement and which designee shall initially be Rxxx Xxxxxx. (b) At each election Two (2) representatives of directors in which the holders of the Series A Convertible Preferred Stock and Series A-1 Preferred Stock, voting together as a separate class, are entitled to elect directors (the “Series A Preferred Directors”), as long as Emerald Stage2 Ventures, L.P. (“Emerald”) owns any shares of Series A Convertible Preferred Stock or Series A-1 Preferred Stock, each Holder shall vote or otherwise act to elect one individual nominated by Emerald (the “Emerald Nominee”) and, as long as Originate Growth Fund #1 Q, L.P. and/or Originate Growth Fund #1 A, L.P. (together, “Originate”) own(s) any shares of Series A Convertible Preferred Stock or Series A-1 Preferred Stock, each Holder shall vote or otherwise act to elect one individual nominated by Originate (the “Originate Nominee”); the initial Emerald Nominee shall be Xxxxx Xxxxxx and the initial Originate Nominee shall be Xxxx Xxxxxxxx; (c) At each election of directors in which the holders of Voting Common Stock, voting as a separate class, are entitled to elect directors, each Holder shall vote or otherwise act to elect two individuals nominated by the holders of at least a majority of the voting power of the Voting Common Stock, voting as a separate class (excluding any Voting Common Stock issued upon conversion of Preferred Stock) Company management (the “Common Directors”); , one of whom shall be the Company’s then current Chief Executive Officer of the Company and the other of whom shall be the Company’s then current President. The initial directors designated pursuant to this Section 2.5(b) shall be Mxxx Xxxxxxx and Txxxxxx Xxxxxx. (c) Two (2) individuals who are not then officers or employees of the Company and who are not affiliated with holders of shares of Series A Preferred Stock or Company management, and who are designated with the mutual agreement (in good faith) of both (i) the Common Directors shall be Xxxxxx X. Xxxxxxxx and Xxxxxx Xxxxxxxx; and (dii) At each election of directors in which the holders of Voting Common Stock, voting as a separate class, are entitled to elect directors, each Holder shall vote or otherwise act to elect two individuals nominated by the holders of at least a majority of the voting power of Investor Directors. The initial directors designated pursuant to this Section 2.5(c) shall be Jxxxx Xxxxxxxx and Jxxx Xxxxxx. Notwithstanding the Voting Common Stock, voting as a separate class foregoing requirement that the individuals designated pursuant to this Section 2.5 (excluding any Voting Common Stock issued upon conversion of Preferred Stockb) who are not otherwise an Affiliate (defined below) be officers or employees of the Company or affiliated with holders of any Holder shares of Series A Preferred Stock or Company management, it is hereby agreed and who is reasonably acceptable understood among the parties hereto that such requirement shall not apply to Jxxxx Xxxxxxxx, and that Jxxxx Xxxxxxxx may not be removed from the Preferred Directors currently in office (the “Independent Directors”); the initial Independent Directors shall be Xxxxxx Xxxxxxxx and Xx Xxxxxxxxxx. (e) For purposes Board solely as a result of this Agreement, being an individual, firm, corporation, partnership, association, limited liability company, trust or any other entity (collectively, a “Person”) shall be deemed an “Affiliate” of another Person who, directly or indirectly, controls, is controlled by or is under common control with such Person, including, without limitation, any general partner, managing member, officer or director employee of such Person the Company or any venture capital fund now affiliated with holders of shares of Series A Preferred Stock or hereafter existing that is controlled by one or more general partners or managing members of, or shares the same management company with, such PersonCompany management.

Election of Directors. In any and all elections of directors of the Company, each Holder shall vote or cause to be voted all Shares owned by such Holder or over which such Holder has voting control, and take all other actions necessary and within such Holder’s reasonable control (including, without limitation, attendance at meetings in person or by proxy for purposes of obtaining a quorum and execution of a written consent), and the Company shall take all actions within its reasonable control (including, without limitation, calling special board meetings and stockholder meetings or soliciting written consents from such parties) so that the following provisions regarding the election of directors shall be effected, beginning as of the date hereof: (a) At each election From the Effective Date, CORE Designator shall have the right, but not the obligation, to nominate to the Board a number of designees (such persons, the “CORE Nominees”) equal to at least: (i) a majority of the Total Number of Directors (as defined below), so long as the CORE Investors Beneficially Own shares of Common Stock representing at least 50% of the Original Amount (as defined below), (ii) 35% of the Total Number of Directors, in the event that the CORE Investors Beneficially Own shares of Common Stock representing at least 20% but less than 35% of the Original Amount, (iii) 20% of the Total Number of Directors, in the event that the CORE Investors Beneficially Own shares of Common Stock representing at least 10% but less than 20% of the Original Amount and (iv) 1 (one) Director (as defined below), in the event that the CORE Investors Beneficially Own shares of Common Stock representing at least 5% of the Original Amount. For purposes of calculating the number of directors in which the holders of the Series B Preferred Stock, voting together as a separate class, are that CORE Designator is entitled to elect a director designate pursuant to the immediately preceding sentence, any fractional amounts shall automatically be rounded up to the nearest whole number (the “Series B Preferred Director”)e.g., as long as Radius Venture Partners III, L.P. (“Radius”11/4 Directors shall equate to 2 Directors) owns and any shares of Series B Preferred Stock, each Holder shall vote or otherwise act to elect one individual nominated by Radius (the “Radius Nominee”); the initial Radius Nominee such calculations shall be Xxxxxx X. Xxxxxmade after taking into account any increase in the Total Number of Directors. (b) At each election In the event that CORE Designator has nominated less than the total number of directors designees that CORE Designator is entitled to nominate pursuant to Section 2.2(a), CORE Designator shall have the right, at any time, to nominate such additional designees to which it is entitled, in which case, the holders Company and the Directors shall take all necessary corporation action, to the fullest extent permitted by applicable law (including with respect to fiduciary duties under Delaware law), to (x) enable CORE Designator to nominate and effect the election or appointment of such additional individuals, whether by increasing the size of the Series A Convertible Preferred Stock and Series A-1 Preferred StockBoard, voting together as a separate class, are entitled to elect directors (the “Series A Preferred Directors”), as long as Emerald Stage2 Ventures, L.P. (“Emerald”) owns any shares of Series A Convertible Preferred Stock or Series A-1 Preferred Stock, each Holder shall vote or otherwise act and (y) to elect one individual designate such additional individuals nominated by Emerald (the “Emerald Nominee”) and, as long as Originate Growth Fund #1 Q, L.P. and/or Originate Growth Fund #1 A, L.P. (together, “Originate”) own(s) CORE Designator to fill such newly created vacancies or to fill any shares other existing vacancies. Table of Series A Convertible Preferred Stock or Series A-1 Preferred Stock, each Holder shall vote or otherwise act to elect one individual nominated by Originate (the “Originate Nominee”); the initial Emerald Nominee shall be Xxxxx Xxxxxx and the initial Originate Nominee shall be Xxxx Xxxxxxxx;Contents (c) At each election In addition to the nomination rights set forth in Section 2.2(a) above, from the Effective Date, for so long as the CORE Investors Beneficially Own shares of directors Common Stock representing at least 5% of the Original Amount, CORE Designator shall have the right, but not the obligation, to designate a person (a “Non-Voting Observer”) to attend meetings of the Board (including any meetings of any committees thereof) in which a non-voting observer capacity. Any such Non-Voting Observer shall be permitted to attend all meetings of the holders Board. CORE Designator shall have the right to remove and replace its Non-Voting Observer at any time and from time to time. The Company shall furnish to any Non-Voting Observer (i) notices of Board meetings no later than, and using the same form of communication as, notice of Board meetings are furnished to Directors and (ii) copies of any materials prepared for meetings of the Board that are furnished to the Directors no later than the time such materials are furnished to the Directors; provided, that (x) such Non-Voting Common Stock, voting as a separate class, are entitled Observer shall be required to elect directors, each Holder shall vote execute or otherwise act become subject to elect two individuals nominated by the holders any codes of at least a majority conduct or confidentiality agreements of the voting power of the Voting Common Stock, voting as a separate class (excluding any Voting Common Stock issued upon conversion of Preferred Stock) (the “Common Directors”); the initial Common Directors shall be Xxxxxx X. Xxxxxxxx and Xxxxxx Xxxxxxxx; and (d) At each election of Company generally applicable to directors in which the holders of Voting Common Stock, voting as a separate class, are entitled to elect directors, each Holder shall vote or otherwise act to elect two individuals nominated by the holders of at least a majority of the voting power of the Voting Common Stock, voting as a separate class (excluding any Voting Common Stock issued upon conversion of Preferred Stock) who are not otherwise an Affiliate (defined below) of the Company or as the Company reasonably requests and (y) the Company reserves the right to withhold any information and to exclude such Non-Voting Observer from any meeting or portion thereof to the extent access to such materials or attendance at such meeting would be reasonably likely to adversely affect the attorney-client privilege between the Company and its counsel or result in disclosure of trade secrets or a conflict of interest; provided, further, that failure to deliver notice, or materials, to such Non-Voting Observer in connection with such Non-Voting Observer’s right to attend and/or review materials with respect to, any meeting of the Board shall not, by itself, impair the validity of any Holder and who is reasonably acceptable to the Preferred Directors currently in office (the “Independent Directors”); the initial Independent Directors shall be Xxxxxx Xxxxxxxx and Xx Xxxxxxxxxxaction taken by such Board at such meeting. (e) For purposes of this Agreement, an individual, firm, corporation, partnership, association, limited liability company, trust or any other entity (collectively, a “Person”) shall be deemed an “Affiliate” of another Person who, directly or indirectly, controls, is controlled by or is under common control with such Person, including, without limitation, any general partner, managing member, officer or director of such Person or any venture capital fund now or hereafter existing that is controlled by one or more general partners or managing members of, or shares the same management company with, such Person.

Election of Directors. In From and after the Effective Date and until the provisions of this Section 2(a) cease to be effective in accordance with Section 2(e), each holder of Stockholder Shares shall vote all of such holder’s Stockholder Shares that are voting shares and any and all elections of directors other voting securities of the Company, each Holder shall vote or cause to be voted all Shares owned by such Holder or Company over which such Holder holder has voting control, control and shall take all other necessary or desirable actions necessary and within such Holderholder’s reasonable control reasonably requested in good faith by the Requisite Sponsors (whether in such holder’s capacity as a stockholder, director, member of a Board committee or officer of the Company or otherwise, and including, without limitation, attendance at meetings in person or by proxy for purposes of obtaining a quorum and execution of a written consent), consents in lieu of meetings) and the Company shall take take, and shall cause its subsidiaries to take, all necessary or desirable actions within its reasonable control reasonably requested in good faith by the Requisite Sponsors (including, without limitation, calling special board meetings Board and stockholder meetings stockholders meetings), so that, subject to Section 2(c) below: (i) the authorized number of directors on the Board shall be nine (9) directors (or soliciting written consents such greater or lesser number of directors as jointly determined from such partiestime to time by the Sponsors); (ii) so that subject to Section 2(c) below, the following provisions regarding individuals shall be elected to the election Board: (A) 3 directors designated by the Bain Sponsors, of which one (the “Bain XI VCOC Director”) will be an employee of the Bain Sponsors or their Affiliates and designated by Xxxx Capital Fund XI, L.P. (the “Bain XI VCOC”), who shall be initially Xxxxxxxxxxx Xxxxxx, one (the “Bain Employee Director”) will be an employee of the Bain Sponsors or their Affiliates and designated by the Bain Sponsors, who shall be initially Xxxxx X’Xxxxxx, and one (the “Bain Independent Director”) will be an independent director designated by the Bain Sponsors (collectively with their respective successors as the Bain Sponsors may appoint from time to time in accordance with the terms and conditions of this Agreement, the “Bain Directors”); (B) 3 directors designated by the Whitney Sponsors, of which one (the “Whitney VII VCOC Director”) will be an employee of the Whitney Sponsors or their Affiliates and designated by X.X. Xxxxxxx VII, L.P. (“Whitney VII”), who shall be initially Xxxxxx Xxxxxxx, one (the “Whitney Employee Director”) will be an employee of the Whitney Sponsors or their Affiliates and designated by Whitney VII, who shall be initially Xxxxxx Xxxxxxxx, and one (the “Whitney Independent Director”) will be an independent director designated by the Whitney Sponsors, who shall be initially Xxxxxxx Xxxxxxx (collectively with their respective successors as Whitney VII and the Whitney Sponsors, as applicable, may appoint from time to time in accordance with the terms and conditions of this Agreement, the “Whitney Directors”); (C) the Chief Executive Officer of the Company, for so long as such person remains the Chief Executive Officer of the Company (the “CEO Director”); (D) the Executive Chairman of the Company, for so long as such person remains the Executive Chairman of the Company (the “Executive Chairman Director”); and (E) 1 independent director designated jointly by the Requisite Sponsors, the CEO Director and the Executive Chairman Director (the “Independent Director”), who shall not be deemed to be a designee of either Sponsor, who shall be initially Xxxxxx Xxxxx. (iii) unless otherwise agreed in writing by the Requisite Sponsors, (A) any committees of the Board shall be created only upon the approval of the Board (including, for so long as a Sponsor is a Requisite Sponsor, approval by at least one director appointed by such Sponsor (other than the Xxxx Independent Director and Whitney Independent Director, as applicable)) and (B) the composition of, and voting rights with respect to, each such committee shall be proportionately equivalent to that of the Board; (iv) unless otherwise agreed in writing by the Requisite Sponsors, the composition of, and voting rights with respect to, the board of directors or other governing body of each of the Company’s subsidiaries, including any committees thereof, shall be effectedproportionately equivalent to that of the Board; (v) subject to Section 2(a)(ix) and Section 2(c), beginning the removal from the Board (with or without cause) of (A) the Xxxx XI VCOC Director shall be at the Xxxx XI VCOC’s written direction and (B) any of the other Xxxx Directors shall be at the Xxxx Sponsors’ written direction, but only upon such written direction and under no other circumstances; (vi) subject to Section 2(a)(ix) and Section 2(c), the removal from the Board (with or without cause) of (A) the Whitney VII VCOC Director shall be at Whitney VII’s written direction, (B) of the Whitney Employee Director shall be at Whitney VII’s written direction and (C) of the Whitney Independent Director shall be at the Whitney Sponsors’ written direction, but, in each case, only upon such written direction and under no other circumstances; (vii) the CEO Director shall automatically be removed from the Board in connection with the cessation or termination of his or her employment with the Company, and such individual shall be replaced by the subsequent Chief Executive Officer of the Company unless otherwise jointly determined by the Requisite Sponsors; (viii) the Executive Chairman Director shall automatically be removed from the Board in connection with the cessation or termination of his or her service as Executive Chairman of the Company, and such individual shall be replaced by the subsequent Executive Chairman of the Company unless otherwise jointly determined by the Requisite Sponsors; (ix) to the extent that, pursuant to Section 2(c), a Sponsor loses its rights to designate one or more Sponsor Directors to the Board, then (i) such Sponsor shall also lose the corresponding rights to designate representatives to committees of the Board and to the boards and similar governing bodies of the Company’s subsidiaries as provided in Section 2(a)(iv) and Section 2(a)(v), (ii) such Sponsor shall cause its Sponsor Director(s) to resign from the Board and cause its designees on any subsidiary board and committee to resign therefrom, in each case with immediate effectiveness as of the date hereof: such rights were lost and (aiii) At each election if such Sponsor does not cause the appropriate number of directors Sponsor Director(s) and such other designees to resign, then the Board shall have the right to remove the appropriate number of such Sponsor Director(s) and other designees in which the holders following order: (x) first, if the Sponsor no longer has the right to appoint three (3) Directors but still has the right to appoint two (2) Directors, then the Board shall have the right to remove such Sponsor’s independent director, (y) second, if the Sponsor no longer has the right to appoint two (2) Directors but still has the right to appoint one (1) Director, then the Board shall have the right to remove such Sponsor’s employee director, and (z) third, if the Sponsor no longer has the right to appoint any Director, then the Board shall have the right to remove such Sponsor’s VCOC director; provided, that the Board shall, in the case of this clause (z), if such Sponsor continues to hold Stockholder Shares, provide such Sponsor with a letter agreement granting such Sponsor consultation and information rights reasonably necessary to constitute “management rights” sufficient to make such Sponsor’s investment in the Company a “venture capital investment” within the meaning of the Series B Preferred Stock, voting together as a separate class, are entitled to elect a director (the “Series B Preferred Director”), as long as Radius Venture Partners III, L.P. (“Radius”) owns any shares of Series B Preferred Stock, each Holder shall vote or otherwise act to elect one individual nominated by Radius (the “Radius Nominee”); the initial Radius Nominee shall be Xxxxxx X. Xxxxx. (b) At each election of directors in which the holders of the Series A Convertible Preferred Stock and Series A-1 Preferred Stock, voting together as a separate class, are entitled to elect directors (the “Series A Preferred Directors”), as long as Emerald Stage2 Ventures, L.P. (“Emerald”) owns any shares of Series A Convertible Preferred Stock or Series A-1 Preferred Stock, each Holder shall vote or otherwise act to elect one individual nominated by Emerald (the “Emerald Nominee”) and, as long as Originate Growth Fund #1 Q, L.P. and/or Originate Growth Fund #1 A, L.P. (together, “Originate”) own(s) any shares of Series A Convertible Preferred Stock or Series A-1 Preferred Stock, each Holder shall vote or otherwise act to elect one individual nominated by Originate (the “Originate Nominee”); the initial Emerald Nominee shall be Xxxxx Xxxxxx and the initial Originate Nominee shall be Xxxx Xxxxxxxx; (c) At each election of directors in which the holders of Voting Common Stock, voting as a separate class, are entitled to elect directors, each Holder shall vote or otherwise act to elect two individuals nominated by the holders of plan asset regulation” found at least a majority of the voting power of the Voting Common Stock, voting as a separate class (excluding any Voting Common Stock issued upon conversion of Preferred Stock) (the “Common Directors”); the initial Common Directors shall be Xxxxxx X. Xxxxxxxx and Xxxxxx Xxxxxxxx29 C.F.R. 2510.3-101; and (dx) At each election of directors subject to Section 2(a)(ix), Section 2(b)(i) and Section 2(c), in which the holders of Voting Common Stock, voting event that any director designated hereunder ceases to serve as a separate classmember of the Board during his or her term of office, are entitled to elect directors, each Holder the resulting vacancy on the Board shall vote or otherwise act to elect two individuals nominated be filled by a representative designated by the holders of at least a majority of Xxxx XI VCOC, the voting power of Xxxx Sponsors, the Voting Common StockWhitney Sponsors, voting Whitney VII or jointly by the Requisite Sponsors, the CEO Director and the Executive Chairman Director, as a separate class (excluding any Voting Common Stock issued upon conversion of Preferred Stock) who are not otherwise an Affiliate (defined below) of the Company or of any Holder applicable, as provided hereunder and who is reasonably acceptable subject to the Preferred Directors currently in office limitations contained herein (including with respect to the “Independent Directors”Sponsors’ right to appoint directors hereunder); the initial Independent Directors shall be Xxxxxx Xxxxxxxx and Xx Xxxxxxxxxx. (e) For purposes of this Agreement, an individual, firm, corporation, partnership, association, limited liability company, trust or any other entity (collectively, a “Person”) shall be deemed an “Affiliate” of another Person who, directly or indirectly, controls, is controlled by or is under common control with such Person, including, without limitation, any general partner, managing member, officer or director of such Person or any venture capital fund now or hereafter existing that is controlled by one or more general partners or managing members of, or shares the same management company with, such Person.

Election of Directors. In any and During the term of this Agreement, the authorized size of Company's Board of Directors shall be five (5). On all elections matters relating to the election of directors Directors of the Company, each Holder shall vote or cause to be voted all Shares owned by such Holder or over which such Holder has voting control, and take all other actions necessary and within such Holder’s reasonable control (including, without limitation, attendance at meetings in person or by proxy for purposes of obtaining a quorum and execution of a written consent), the Key Stockholders and the Company Investors agree to vote all Common Shares and Investor Shares held by them (or the holders thereof shall take all actions within its reasonable control (including, without limitation, calling special board meetings and stockholder meetings or soliciting consent pursuant to an action by written consents from such partiesconsent of the holders of capital stock of the Company) so that the following provisions regarding the election of directors shall be effected, beginning as to elect members of the date hereofCompany's Board of Directors as follows: (a) At each election So long as (i) the holders of directors the Series A Preferred Stock have a right to elect at least one (1) Director to the Company's Board of Directors in which accordance with the Company's Amended and Restated Articles of Incorporation (the "Restated Charter"), and (ii) Oryx Ventures and/or Oryx Technologies Corp. (collectively referred to as "Oryx") continues to hold at least five hundred thousand (500,000) shares of Series A Preferred Stock, then the Investors holding shares of the Series A Preferred Stock shall vote for Xxxx Xxxxxxxx. If (i) the holders of Series A Preferred Stock have a right to elect two (2) Directors to the Company's Board of Directors in accordance with the Company's Restated Charter, and (ii) Oryx continues to hold at least five hundred thousand (500,000) shares of Series A Preferred Stock, then the Investors holding Series A Preferred Stock shall also vote for one (1) other person designated by Oryx. If Xxxx Xxxxxxxx shall die or become disabled, then Oryx shall designate his replacement and Investors holding shares of Series A Preferred Stock shall vote for such designee. Any vote taken to remove any Director elected pursuant to this Section 1.2(a) or to fill any vacancy created by the resignation or death of a Director elected pursuant to this Section 1.2(a) shall also be subject to the provisions of this Section 1.2(a). (b) So long as (i) the holders of the Series B Preferred Stock, voting together as Stock and Series B-1 have a separate class, are entitled to elect a director (the “Series B Preferred Director”), as long as Radius Venture Partners III, L.P. (“Radius”) owns any shares of Series B Preferred Stock, each Holder shall vote or otherwise act right to elect one individual nominated by Radius (the “Radius Nominee”); the initial Radius Nominee shall be Xxxxxx X. Xxxxx. (b1) At each election of directors in which the holders of the Series A Convertible Preferred Stock and Series A-1 Preferred Stock, voting together as a separate class, are entitled to elect directors (the “Series A Preferred Directors”), as long as Emerald Stage2 Ventures, L.P. (“Emerald”) owns any shares of Series A Convertible Preferred Stock or Series A-1 Preferred Stock, each Holder shall vote or otherwise act to elect one individual nominated by Emerald (the “Emerald Nominee”) and, as long as Originate Growth Fund #1 Q, L.P. and/or Originate Growth Fund #1 A, L.P. (together, “Originate”) own(s) any shares of Series A Convertible Preferred Stock or Series A-1 Preferred Stock, each Holder shall vote or otherwise act to elect one individual nominated by Originate (the “Originate Nominee”); the initial Emerald Nominee shall be Xxxxx Xxxxxx and the initial Originate Nominee shall be Xxxx Xxxxxxxx; (c) At each election of directors in which the holders of Voting Common Stock, voting as a separate class, are entitled to elect directors, each Holder shall vote or otherwise act to elect two individuals nominated by the holders of at least a majority of the voting power of the Voting Common Stock, voting as a separate class (excluding any Voting Common Stock issued upon conversion of Preferred Stock) (the “Common Directors”); the initial Common Directors shall be Xxxxxx X. Xxxxxxxx and Xxxxxx Xxxxxxxx; and (d) At each election of directors in which the holders of Voting Common Stock, voting as a separate class, are entitled to elect directors, each Holder shall vote or otherwise act to elect two individuals nominated by the holders of at least a majority of the voting power of the Voting Common Stock, voting as a separate class (excluding any Voting Common Stock issued upon conversion of Preferred Stock) who are not otherwise an Affiliate (defined below) of the Company or of any Holder and who is reasonably acceptable Director to the Preferred Company's Board of Directors currently in office accordance with the Company's Restated Charter, and (the “Independent Directors”); the initial Independent Directors shall be Xxxxxx Xxxxxxxx and Xx Xxxxxxxxxx. ii) Profile Venture Partners (e"PVP") For purposes of this Agreement, an individual, firm, corporation, partnership, association, limited liability company, trust or any other entity (collectively, a “Person”) shall be deemed an “Affiliate” of another Person who, directly or indirectly, controls, is controlled by or is under common control with such Person, including, without limitation, any general partner, managing member, officer or director of such Person or any venture capital fund now or hereafter existing that is controlled by one or more general partners or managing members of, or shares the same management company with, such Person.continues to hold at least

Election of Directors. In any and all elections The authorized number of directors --------------------- of the Company, each Holder shall vote or cause to be voted all Shares owned by such Holder or over which such Holder has voting control, and take all other actions necessary and within such Holder’s reasonable control (including, without limitation, attendance at meetings in person or by proxy for purposes of obtaining a quorum and execution of a written consent), and the Company shall take all actions within its reasonable control (including, without limitation, calling special board meetings and stockholder meetings or soliciting written consents from such parties) so that the following provisions regarding the election of directors this Corporation shall be effectedseven (7). Notwithstanding 5(a) above, beginning as of the date hereof: (a) At each election of directors in which the holders of the Series B Preferred Stock, voting together as a separate class, are entitled to elect a director (the “Series B Preferred Director”), as long as Radius Venture Partners III, L.P. (“Radius”) owns any shares of Series B Preferred Stock, each Holder shall vote or otherwise act to elect one individual nominated by Radius (the “Radius Nominee”); the initial Radius Nominee shall be Xxxxxx X. Xxxxx. (b) At each election of directors in which the holders of the Series A Convertible Preferred Stock and Series A-1 Preferred Stock, voting together as a separate class, are entitled to elect directors (the “Series A Preferred Directors”), as long as Emerald Stage2 Ventures, L.P. (“Emerald”) owns any shares of Series A Convertible Preferred Stock or Series A-1 Preferred Stock, each Holder shall vote or otherwise act to elect one individual nominated by Emerald (the “Emerald Nominee”) and, as long as Originate Growth Fund #1 Q, L.P. and/or Originate Growth Fund #1 A, L.P. (together, “Originate”) own(s) any shares of Series A Convertible Preferred Stock or Series A-1 Preferred Stock, each Holder shall vote or otherwise act to elect one individual nominated by Originate (the “Originate Nominee”); the initial Emerald Nominee shall be Xxxxx Xxxxxx and the initial Originate Nominee shall be Xxxx Xxxxxxxx; (c) At each election of directors in which the holders of Voting Common Stock, voting as a separate class, are shall be entitled to elect four (4) directors of the corporation; and the holders of the Series A Preferred Stock, Series B Preferred Stock and Common Stock, voting together as a single class on an as converted basis, shall be entitled to elect three (3) directors of the corporation. At any meeting held for the purpose of electing directors, each Holder the presence in person or by proxy of the holders of a majority of the Series A Preferred Stock then outstanding shall vote or otherwise act constitute a quorum of the Series A Preferred Stock for the election of directors to elect two individuals nominated be elected solely by the holders of at least Series A Preferred Stock. At any meeting held for the purpose of electing directors, the presence in person or by proxy of the holders of a majority of the voting power Series A Preferred Stock, Series B Preferred Stock and Common Stock then outstanding, on an as converted basis, shall constitute a quorum of the Voting Series A Preferred Stock, Series B Preferred Stock and Common Stock for the election of directors to be elected solely by the holders of the Series A Preferred Stock, Series B Preferred Stock and Common Stock, voting together as a separate single class (excluding on an as converted basis. A vacancy in any Voting Common Stock issued upon conversion of Preferred Stock) (the “Common Directors”); the initial Common Directors shall be Xxxxxx X. Xxxxxxxx and Xxxxxx Xxxxxxxx; and (d) At each election of directors in which the holders of Voting Common Stock, voting as a separate class, are entitled to elect directors, each Holder shall vote or otherwise act to elect two individuals nominated directorship elected by the holders of at least a majority Series A Preferred Stock shall be filled only by vote of the holders of Series A Preferred Stock; and a vacancy in any directorship elected by the holders of Series A Preferred Stock, Series B Preferred Stock and Common Stock voting power together shall be filled only by the vote of the Voting Common holders of Series A Preferred Stock, voting as a separate class (excluding any Voting Series B Preferred Stock and Common Stock issued upon conversion of Preferred Stock) who are not otherwise an Affiliate (defined below) of the Company or of any Holder and who is reasonably acceptable to the Preferred Directors currently in office (the “Independent Directors”); the initial Independent Directors shall be Xxxxxx Xxxxxxxx and Xx Xxxxxxxxxxvoting together as provided above. (e) For purposes of this Agreement, an individual, firm, corporation, partnership, association, limited liability company, trust or any other entity (collectively, a “Person”) shall be deemed an “Affiliate” of another Person who, directly or indirectly, controls, is controlled by or is under common control with such Person, including, without limitation, any general partner, managing member, officer or director of such Person or any venture capital fund now or hereafter existing that is controlled by one or more general partners or managing members of, or shares the same management company with, such Person."

Election of Directors. In any and all elections of directors of the Company, each Holder shall vote or cause to be voted all Shares owned by such Holder or over which such Holder has voting control, and take all other actions necessary and within such Holder’s reasonable control (including, without limitation, attendance at meetings in person or by proxy for purposes of obtaining a quorum and execution of a written consent), and the Company shall take all actions within its reasonable control (including, without limitation, calling special board meetings and stockholder meetings or soliciting written consents from such parties) so that the following provisions regarding the election of directors shall be effected, beginning as of the date hereof: (a) At Designation and Election of Series A Preferred Directors. The Series A Investor shall be entitled to designate one (1) director (the “Series A Preferred Director”). For so long as any Series A Preferred Shares remain outstanding (or the Conversion Shares upon conversion of the Series A Preferred Shares), at each election of directors any Series A Preferred Director, each holder of Ordinary Shares and Preferred Shares shall vote at any regular or special meeting of members, such number of Ordinary Shares and Preferred Shares as may be necessary, or in which lieu of any such meeting, shall give such holder’s written consent with respect to such number of Ordinary Shares and Preferred Shares (i) as may be necessary to elect as Series A Preferred Director one (1) individual designated by the holders of a majority of the then outstanding Series A Preferred Shares and (ii) against any other Series A Preferred Director nominees that were not so designated. (b) Designation and Election of Series B Preferred Stock, voting together as a separate class, are Directors. The Series B Lead Investor shall be entitled to elect a designate one (1) director (the “Series B Preferred Director”), as . For so long as Radius Venture Partners III, L.P. (“Radius”) owns any shares of Series B Preferred StockShares remain outstanding (or the Conversion Shares upon conversion of the Series B Preferred Shares), at each election of any Series B Preferred Director, each Holder holder of Ordinary Shares and Preferred Shares shall vote at any regular or otherwise act special meeting of members, such number of Ordinary Shares and Preferred Shares as may be necessary, or in lieu of any such meeting, shall give such holder’s written consent with respect to such number of Ordinary Shares and Preferred Shares (i) as may be necessary to elect as Series B Preferred Director one (1) individual nominated designated by Radius Series B Lead Investor and (the “Radius Nominee”); the initial Radius Nominee shall be Xxxxxx X. Xxxxxii) against any other Series B Preferred Director nominees that were not so designated. (bc) At each election Designation and Election of directors in which the holders of the Series A Convertible C Preferred Stock and Directors. The Series A-1 Preferred Stock, voting together as a separate class, are C Lead Investor shall be entitled to elect directors designate one (1) director (the “Series C Preferred Director”). For so long as any Series C Preferred Shares remain outstanding (or the Conversion Shares upon conversion of the Series C Preferred Shares), at each election of any Series C Preferred Director, each holder of Ordinary Shares and Preferred Shares shall vote at any regular or special meeting of members, such number of Ordinary Shares and Preferred Shares as may be necessary, or in lieu of any such meeting, shall give such holder’s written consent with respect to such number of Ordinary Shares and Preferred Shares (i) as may be necessary to elect as Series C Preferred Director one (1) individual designated by Series C Lead Investor and (ii) against any other Series C Preferred Director nominees that were not so designated. (d) Designation and Election of Series D Preferred Directors. The Series D Lead Investor shall be entitled to designate one (1) director (the “Series D Preferred Director”, together with the Series A Preferred Director, the Series B Preferred Director and the Series C Preferred Director, the “Preferred Directors”), as . For so long as Emerald Stage2 Venturesany Series D Preferred Shares remain outstanding (or the Conversion Shares upon conversion of the Series D Preferred Shares), L.P. (“Emerald”) owns any shares of Series A Convertible Preferred Stock or Series A-1 Preferred Stock, each Holder shall vote or otherwise act to elect one individual nominated by Emerald (the “Emerald Nominee”) and, as long as Originate Growth Fund #1 Q, L.P. and/or Originate Growth Fund #1 A, L.P. (together, “Originate”) own(s) any shares of Series A Convertible Preferred Stock or Series A-1 Preferred Stock, each Holder shall vote or otherwise act to elect one individual nominated by Originate (the “Originate Nominee”); the initial Emerald Nominee shall be Xxxxx Xxxxxx and the initial Originate Nominee shall be Xxxx Xxxxxxxx; (c) At at each election of directors any Series D Preferred Director, each holder of Ordinary Shares and Preferred Shares shall vote at any regular or special meeting of members, such number of Ordinary Shares and Preferred Shares as may be necessary, or in which the holders lieu of Voting Common Stockany such meeting, voting shall give such holder’s written consent with respect to such number of Ordinary Shares and Preferred Shares (i) as a separate class, are entitled may be necessary to elect directors, each Holder shall vote or otherwise act to elect two individuals nominated as Series D Preferred Director one (1) individual designated by the holders of at least a majority of the voting power of the Voting Common Stock, voting as a separate class Series D Lead Investor and (excluding any Voting Common Stock issued upon conversion of Preferred Stockii) (the “Common Directors”); the initial Common Directors shall be Xxxxxx X. Xxxxxxxx and Xxxxxx Xxxxxxxx; and (d) At each election of directors in which the holders of Voting Common Stock, voting as a separate class, are entitled to elect directors, each Holder shall vote or otherwise act to elect two individuals nominated by the holders of at least a majority of the voting power of the Voting Common Stock, voting as a separate class (excluding any Voting Common Stock issued upon conversion of Preferred Stock) who are not otherwise an Affiliate (defined below) of the Company or of any Holder and who is reasonably acceptable to the Preferred Directors currently in office (the “Independent Directors”); the initial Independent Directors shall be Xxxxxx Xxxxxxxx and Xx Xxxxxxxxxx. (e) For purposes of this Agreement, an individual, firm, corporation, partnership, association, limited liability company, trust or against any other entity (collectively, a “Person”) shall be deemed an “Affiliate” of another Person who, directly or indirectly, controls, is controlled by or is under common control with such Person, including, without limitation, any general partner, managing member, officer or director of such Person or any venture capital fund now or hereafter existing Series D Preferred Director nominees that is controlled by one or more general partners or managing members of, or shares the same management company with, such Personwere not so designated.

Election of Directors. In any and On all elections matters relating to the election or appointment of one or more directors of the Company, each Holder Shareholder shall vote at general or cause to be voted all special meetings of shareholders and give written consent with respect to, such number of Voting Shares then owned by such Holder them (or over as to which such Holder has they then have voting control, power) as may be necessary to ensure that the size of the Board shall be set and take all other actions necessary remain at eight (8) directors and within such Holder’s reasonable control to elect or appoint (including, without limitation, attendance at meetings and maintain in person office) as members of the Board of Directors of the Company (the “Board”) the following individuals: 2.1 One (1) individual designated by Xxxx Xxxx Investment Partnership (Limited Partnership) or by proxy for purposes of obtaining a quorum and execution of a written consentits affiliates (“Bojiang”), and the Company shall take all actions within its reasonable control for so long as it continues to hold not less than fifty percent (including, without limitation, calling special board meetings and stockholder meetings or soliciting written consents from such parties50%) so that the following provisions regarding the election of directors shall be effected, beginning as of the date hereof: Series B Preference Shares (aas adjusted for any share split, share dividend, recapitalization, capital reorganization, or the like) At each election that it originally purchased from the Company, as a member of directors in which the Board elected or appointed by the holders of the Series B Preferred StockPreference Shares, voting together as a separate classseries, are entitled pursuant to elect a director Article 5.2(a) of Schedule 1 of the Fourth Amended and Restated Memorandum and Articles of Association of the Company (the “Restated Articles”). Such director shall initially be Jiangchao Chu. 2.2 Two (2) individuals designated by SVF, or entities controlling, controlled by or under common control with SVF, each as a member of the Board elected or appointed by the holders of the Series B Preferred Director”)Preference Shares, as a separate series, pursuant to Article 5.2(b) of Schedule 1 of the Restated Articles. One such director shall initially be Xxxxxxx Xxxxx, and the other seat shall initially be vacant. 2.3 One (1) individual designated by Bojiang, for so long as Radius Venture Partners IIIit continues to hold not less than fifty percent (50%) of the Series A Preference Shares (as adjusted for any share split, L.P. (“Radius”share dividend, recapitalization, capital reorganization, or the like) owns any shares that it originally purchased from the Company pursuant to that certain Series A Preference share Purchase Agreement, as a member of Series B Preferred Stock, each Holder shall vote the Board elected or otherwise act to elect one individual nominated appointed by Radius (the “Radius Nominee”); the initial Radius Nominee shall be Xxxxxx X. Xxxxx. (b) At each election of directors in which the holders of the Series A Convertible Preferred Stock and Series A-1 Preferred StockPreference Shares, voting together as a separate classseries, are entitled pursuant to elect directors Article 5.2(c) of Schedule 1 of the Restated Articles. Such director shall initially be Xxxx Xxx. 2.4 One (the 1) individual designated by SoftBank Group Capital Limited (“Series A Preferred DirectorsSoftBank”), as long as Emerald Stage2 Venturesor entities controlling, L.P. (“Emerald”) owns any shares of Series A Convertible Preferred Stock controlled by or Series A-1 Preferred Stock, each Holder shall vote or otherwise act to elect one individual nominated by Emerald (the “Emerald Nominee”) andunder common control with Softbank, as long as Originate Growth Fund #1 Q, L.P. and/or Originate Growth Fund #1 A, L.P. (together, “Originate”) own(s) any shares the member of Series A Convertible Preferred Stock the Board elected or Series A-1 Preferred Stock, each Holder shall vote or otherwise act to elect one individual nominated appointed by Originate (the “Originate Nominee”); the initial Emerald Nominee shall be Xxxxx Xxxxxx and the initial Originate Nominee shall be Xxxx Xxxxxxxx; (c) At each election of directors in which the holders of Voting Common Stockthe Series Seed Preference Shares, as a separate series, pursuant to Article 5.2(d) of Schedule 1 of the Restated Articles. Such director shall initially be Xxxxx Thevenon. 2.5 One (1) individual designated by KIT Mobility Limited (“KIT”), for so long as it continues to hold not less than fifty percent (50%) of the Series Seed Preference Shares (as adjusted for any share split, share dividend, recapitalization, capital reorganization, or the like) that it originally purchased from the Company, as the member of the Board elected or appointed by the holders of the Series Seed Preference Shares, as a separate series, pursuant to Article 5.2(e) of Schedule 1 of the Restated Articles. Such director shall initially be XxxXxxx Xx. 2.6 Two (2) individuals designated as members of the Board elected or appointed by the holders of the Ordinary Shares, voting as a separate classsingle class on an as-converted basis, are entitled pursuant to elect directors, each Holder shall vote or otherwise act to elect two individuals nominated by the holders Section 5.2(f) of at least a majority Schedule 1 of the voting power Restated Articles, one of whom shall be the then-incumbent chief executive officer of the Voting Common StockCompany. Such directors shall initially be Xxxxxxx Xxxx-Xxxx Xxxxx and Xxx Xxxxx. Each Shareholder with the right to designate or participate in the designation of a director as specified above hereby represents and warrants to the Company that, voting to such Shareholder’s knowledge, none of the “bad actor” disqualifying events described in Rule 506(d)(1)(i)-(viii) promulgated under the Securities Act of 1933, as a separate class (excluding any Voting Common Stock issued upon conversion of Preferred Stock) amended (the “Common DirectorsSecurities Act”) (each, a “Disqualification Event”); the , is applicable to such Shareholder’s initial Common Directors shall be Xxxxxx X. Xxxxxxxx and Xxxxxx Xxxxxxxx; and designee named above except, if applicable, for a Disqualification Event as to which Rule 506(d)(2)(ii) or (diii) At each election of directors in or (d)(3) is applicable. Any director designee to whom any Disqualification Event is applicable, except for a Disqualification Event as to which the holders of Voting Common StockRule 506(d)(2)(ii) or (iii) or (d)(3) is applicable, voting is hereinafter referred to as a separate class“Disqualified Designee”. Each Shareholder with the right to designate or participate in the designation of a director as specified above hereby covenants and agrees (A) not to designate or participate in the designation of any director designee who, to such Shareholder’s knowledge, is a Disqualified Designee and (B) that in the event such Shareholder becomes aware that any individual previously designated by any such Shareholder is or has become a Disqualified Designee, such Shareholder shall as promptly as practicable take such actions as are entitled necessary to elect directors, each Holder shall vote remove such Disqualified Designee from the Board and designate a replacement designee who is not a Disqualified Designee. Each Shareholder with the right to designate or otherwise act participate in the designation of a director pursuant to elect two individuals nominated by the holders of at least a majority this Agreement hereby represents that none of the voting power Disqualification Events is applicable to such Shareholder or any of the Voting Common Stockits Rule 506(d) Related Parties, voting except, if applicable, for a Disqualification Event as a separate class to which Rule 506(d)(2)(ii) or (excluding any Voting Common Stock issued upon conversion of Preferred Stockiii) who are not otherwise an Affiliate or (defined belowd)(3) of the Company or of any Holder and who is reasonably acceptable to the Preferred Directors currently in office (the “Independent Directors”); the initial Independent Directors shall be Xxxxxx Xxxxxxxx and Xx Xxxxxxxxxx. (e) applicable. For purposes of this Agreement, an individual, firm, corporation, partnership, association, limited liability company, trust “Rule 506(d) Related Party” shall mean with respect to any Shareholder any other person that is a beneficial owner of such Shareholder’s securities for purposes of Rule 506(d) of the Securities Act. Each Shareholder with the right to designate or participate in the designation of a director pursuant to this Agreement hereby agrees that it shall notify the Company and each Investor promptly in writing in the event a Disqualification Event becomes applicable to such Shareholder or any other entity of its Rule 506(d) Related Parties, except, if applicable, for a Disqualification Event as to which Rule 506(d)(2)(ii) or (collectively, a “Person”iii) shall be deemed an “Affiliate” of another Person who, directly or indirectly, controls, (d)(3) is controlled by or is under common control with such Person, including, without limitation, any general partner, managing member, officer or director of such Person or any venture capital fund now or hereafter existing that is controlled by one or more general partners or managing members of, or shares the same management company with, such Personapplicable.

Election of Directors. In any and all elections of directors of the Company, each Holder shall Perenchio agrees to vote or cause to be voted all Shares owned of the shares of any class of the Company's Common Stock that he owns or for which he controls the vote so that promptly upon the effectiveness of the Merger, and throughout the term of this Agreement, each of Xxxxxxxx and the other individual designated pursuant to Section 4.17 of the Merger Agreement (the "Other T Designee") shall be a Class A/P Director. If Xxxxxxxx dies, becomes Incapacitated or for any other reason ceases to be a Class A/P Director, his vacancy shall be filled in accordance with the terms of the Restated Certificate. If during the term of this Agreement, the Other T Designee dies, becomes Incapacitated or for any other reason ceases to be a Class A/P Director, Xxxxxxxx shall be entitled to designate an individual who is independent of the Company to fill the vacancy created by such Holder or over which cessation; provided that such Holder has voting controldesignee shall be subject to Perenchio's approval (such approval not to be unreasonably withheld). If Xxxxxxxx is unable to designate the Other T Designee due to Incapacitation, and take all other actions necessary and within such Holder’s reasonable control vacancy shall be filled by a designee of the Xxxxxxxx Family Group (includingas defined below); provided that such designee shall be subject to Perenchio's approval (such approval not to be unreasonably withheld). Perenchio, without limitation, attendance at meetings in person or by proxy for purposes of obtaining his capacity as a quorum and execution of stockholder (not as a written consentdirector), and the Company shall agrees to take all actions within its reasonable control (including, without limitation, calling special board meetings necessary to cause Xxxxxxxx and stockholder meetings or soliciting written consents from such parties) so that the following provisions regarding the Other T Designee to be nominated for election of directors shall be effected, beginning as of the date hereof: (a) At each election of directors in which the holders of the Series B Preferred Stock, voting together as a separate class, are entitled to elect a director (the “Series B Preferred Director”), as long as Radius Venture Partners III, L.P. (“Radius”) owns Class A/P Director at any shares annual meeting of Series B Preferred Stock, each Holder shall vote or otherwise act to elect one individual nominated by Radius (the “Radius Nominee”); the initial Radius Nominee shall be Xxxxxx X. Xxxxx. (b) At each election of directors in which the holders of the Series A Convertible Preferred Stock and Series A-1 Preferred Stock, voting together as a separate class, are entitled to elect directors (the “Series A Preferred Directors”), as long as Emerald Stage2 Ventures, L.P. (“Emerald”) owns any shares of Series A Convertible Preferred Stock or Series A-1 Preferred Stock, each Holder shall vote or otherwise act to elect one individual nominated by Emerald (the “Emerald Nominee”) and, as long as Originate Growth Fund #1 Q, L.P. and/or Originate Growth Fund #1 A, L.P. (together, “Originate”) own(s) any shares of Series A Convertible Preferred Stock or Series A-1 Preferred Stock, each Holder shall vote or otherwise act to elect one individual nominated by Originate (the “Originate Nominee”); the initial Emerald Nominee shall be Xxxxx Xxxxxx and the initial Originate Nominee shall be Xxxx Xxxxxxxx; (c) At each election of directors in which the holders of Voting Common Stock, voting as a separate class, are entitled to elect directors, each Holder shall vote or otherwise act to elect two individuals nominated by the holders of at least a majority of the voting power of the Voting Common Stock, voting as a separate class (excluding any Voting Common Stock issued upon conversion of Preferred Stock) (the “Common Directors”); the initial Common Directors shall be Xxxxxx X. Xxxxxxxx and Xxxxxx Xxxxxxxx; and (d) At each election of directors in which the holders of Voting Common Stock, voting as a separate class, are entitled to elect directors, each Holder shall vote or otherwise act to elect two individuals nominated by the holders of at least a majority of the voting power of the Voting Common Stock, voting as a separate class (excluding any Voting Common Stock issued upon conversion of Preferred Stock) who are not otherwise an Affiliate (defined below) stockholders of the Company or other meeting called for the purpose of electing Class A/P Directors. Notwithstanding the foregoing, at such time Xxxxxxxx ceases to be an employee of the Company or any of its subsidiaries (as defined under the Securities Exchange Act of 1934) and the Xxxxxxxx Family Group owns less than 60% of the shares of capital stock of the Company originally issued to them pursuant to the Merger Agreement (as adjusted for stock splits and stock dividends), Perenchio shall not be required to vote or cause to be voted all of the shares of any Holder and who is reasonably acceptable to class of the Preferred Directors currently Company's Common Stock that he owns or for which he controls the vote in office (the “Independent Directors”); the initial Independent Directors shall be Xxxxxx Xxxxxxxx and Xx Xxxxxxxxxx. (e) favor of Xxxxxxxx. For purposes of this Agreement, an individual"Incapacitated" means that a conservator of the estate with respect to Perenchio, firmXxxxxxxx or the Other T Designee has been appointed under the provisions of Section 1800 et. seq. of the California Probate Code (or similar provision under the applicable law of the state where Perenchio, corporationXxxxxxxx or the Other T Designee is then domiciled) and that such conservatorship has not been rescinded, partnershipand "Xxxxxxxx Family Group" means Xxxxxxxx and the other parties to the Voting Agreement dated July 1, association, limited liability company, trust or any 1996 among Xxxxxxxx and the other entity (collectively, a “Person”) shall be deemed an “Affiliate” of another Person who, directly or indirectly, controls, is controlled by or is under common control with such Person, including, without limitation, any general partner, managing member, officer or director of such Person or any venture capital fund now or hereafter existing that is controlled by one or more general partners or managing members of, or shares the same management company with, such Personparties thereto.

Election of Directors. In any and At each meeting (or written action in lieu of a meeting) of stockholders of the Company at or by which directors are to be elected by the holders of the Designated Preferred, voting separately as a single class, each Stockholder shall vote all elections of its Shares of Designated Preferred to elect, as directors of the Company, the Nominees designated in the manner provided in Section 2. At each Holder shall vote meeting (or cause written action in lieu of a meeting) of stockholders of the Company at or by which directors are to be voted all Shares owned elected by such Holder or over which such Holder has voting control, and take all other actions necessary and within such Holder’s reasonable control (including, without limitation, attendance at meetings in person or by proxy for purposes of obtaining a quorum and execution of a written consent), and the Company shall take all actions within its reasonable control (including, without limitation, calling special board meetings and stockholder meetings or soliciting written consents from such parties) so that the following provisions regarding the election of directors shall be effected, beginning as of the date hereof: (a) At each election of directors in which the holders of the Series B Preferred Stock, voting together as a separate class, are entitled to elect a director (the “Series B Preferred Director”), as long as Radius Venture Partners III, L.P. (“Radius”) owns any shares of Series B Preferred Stock, each Holder shall vote or otherwise act to elect one individual nominated by Radius (the “Radius Nominee”); the initial Radius Nominee shall be Xxxxxx X. Xxxxx. (b) At each election of directors in which the holders of the Series A Convertible Preferred Stock and Series A-1 Preferred Stock, voting together as a separate class, are entitled to elect directors (the “Series A Preferred Directors”), as long as Emerald Stage2 Ventures, L.P. (“Emerald”) owns any shares of Series A Convertible Preferred Stock or Series A-1 Preferred Stock, each Holder shall vote or otherwise act to elect one individual nominated by Emerald (the “Emerald Nominee”) and, as long as Originate Growth Fund #1 Q, L.P. and/or Originate Growth Fund #1 A, L.P. (together, “Originate”) own(s) any shares of Series A Convertible Preferred Stock or Series A-1 Preferred Stock, each Holder shall vote or otherwise act to elect one individual nominated by Originate (the “Originate Nominee”); the initial Emerald Nominee shall be Xxxxx Xxxxxx and the initial Originate Nominee shall be Xxxx Xxxxxxxx; (c) At each election of directors in which the holders of Voting Common Stock, voting separately as a separate class, are entitled to elect directors, each Holder of the Stockholders shall vote all of its Shares of Common Stock to elect, as directors of the Company, (a) the then current Chief Executive Officer of the Company (the "CEO/Director"), which shall initially be Timoxxx X. Xxxx, xxd (b) a person (the "Additional Director") designated jointly by Rogex X. Xxxxx xxx Charxxx X. Xxxxx xxx is reasonably acceptable to a majority of the other members of the Company's Board of Directors, who shall initially be Lubexx Xxxxxx. Xx least 30 days prior to any meeting (or otherwise act written action in lieu of a meeting) of stockholders of the Company at or by which directors are to elect two individuals nominated be elected by the holders of at least Common Stock, voting separately as a class, Drs. Tsien and Zuker shall notify the Company and the Board of Directors of their designee pursuant to clause (b), and if such person is reasonably acceptable to a majority of the voting power other members of the Voting Common StockBoard of Directors, voting as a separate class (excluding the Company shall notify the Stockholders of such designee at least ten days prior to such meeting or written action. In the absence of any Voting Common Stock issued upon conversion of Preferred Stock) (the “Common Directors”); the initial Common Directors such notification, it shall be Xxxxxx X. Xxxxxxxx and Xxxxxx Xxxxxxxx; and (d) At each election of directors in which presumed that the holders of Voting Common Stockthen incumbent Additional Director has been redesignated. Notwithstanding the foregoing, voting if both Dr. Xxxxx'x xxx Dr. Xxxxx'x xxxvices as a separate classconsultants to the Company terminate, are entitled to elect directorsfor any reason or for no reason, each Holder then such Additional Director shall vote or otherwise act to elect two individuals nominated be designated as above by the holders of at least a majority of the voting power Common Stock of the Voting Common Stock, voting as a separate class (excluding any Voting Common Stock issued upon conversion of Preferred Stock) who are not otherwise an Affiliate (defined below) of the Company or of any Holder and who is reasonably acceptable to the Preferred Directors currently in office (the “Independent Directors”); the initial Independent Directors shall be Xxxxxx Xxxxxxxx and Xx Xxxxxxxxxx. (e) For purposes of this Agreement, an individual, firm, corporation, partnership, association, limited liability company, trust or any other entity (collectively, a “Person”) shall be deemed an “Affiliate” of another Person who, directly or indirectly, controls, is controlled by or is under common control with such Person, including, without limitation, any general partner, managing member, officer or director of such Person or any venture capital fund now or hereafter existing that is controlled by one or more general partners or managing members of, or shares the same management company with, such Person.Company. 89

Election of Directors. (a) In any the event that the Company incurs cumulative net losses in excess of Seven Million Dollars ($7,000,000) calculated in accordance with generally accepted accounting principles as reflected in the Company's quarterly or annual financial statements (a "Default"), then commencing on the tenth day following such Default and all elections of directors continuing thereafter until the date on which such Default is cured, the Company shall use its best efforts to increase the size of the CompanyBoard of Directors such that a majority of the directors will be designated by the Investors owning a majority in interest of the Preferred Stock held by all Investors (the "Provisional Directors"), each Holder as discussed below. The Investors shall vote be entitled to designate the Provisional Directors at any annual meeting or cause to be voted all Shares owned by special meeting called for such Holder purpose or over which such Holder has voting control, and take all other actions necessary and within such Holder’s reasonable control (including, without limitation, attendance at meetings in person or by proxy for purposes of obtaining a quorum and execution of a written consent)any adjournment thereof. The Company shall use its best efforts, and the Company Founders agree to vote their shares, to accomplish such action as shall take all actions within its reasonable control (includingbe required for the Investors to designate and elect the Provisional Directors. For purposes of this Section 2.6(a), without limitation, calling special board meetings and stockholder meetings or soliciting written consents from such parties) so Default shall be cured only at such time that the following provisions regarding Company has achieved a cumulative operating profit with respect to the election of directors shall be effected, beginning as of period commencing on and continuing after the date hereof: (a) At that the Company first began operations, calculated in accordance with generally accepted accounting principles as reflected in the Company's quarterly or annual financial statements. Upon such cure each election of directors in which Investor agrees to vote its shares to remove the holders of the Series B Preferred Stock, voting together as a separate class, are entitled to elect a director (the “Series B Preferred Director”), as long as Radius Venture Partners III, L.P. (“Radius”) owns any shares of Series B Preferred Stock, each Holder shall vote or otherwise act to elect one individual nominated by Radius (the “Radius Nominee”); the initial Radius Nominee shall be Xxxxxx X. XxxxxProvisional Directors. (b) At each election In the event that, pursuant to Paragraph (B)(1) of directors in which the holders Article IV of the Company's Restated Certificate of Incorporation, (i) the Company offers to purchase outstanding shares of Series A Convertible Preferred Stock and Series A-1 F Preferred Stock, voting together as a separate classSeries E Preferred Stock, are entitled to elect directors (the “Series A Preferred Directors”), as long as Emerald Stage2 Ventures, L.P. (“Emerald”) owns any shares of Series A Convertible D Preferred Stock or Series A-1 C Preferred Stock, each Holder shall vote or otherwise act to elect one individual nominated by Emerald (the “Emerald Nominee”) and, as long as Originate Growth Fund #1 Q, L.P. and/or Originate Growth Fund #1 A, L.P. (together, “Originate”) own(s) any shares all of Series A Convertible Preferred Stock or Series A-1 such Preferred Stock, each Holder shall vote or otherwise act to elect one individual nominated by Originate and (the “Originate Nominee”); the initial Emerald Nominee shall be Xxxxx Xxxxxx and the initial Originate Nominee shall be Xxxx Xxxxxxxx; (cii) At each election of directors in which the holders of Voting Common Stock, voting as a separate class, are entitled to elect directors, each Holder shall vote or otherwise act to elect two individuals nominated by the holders of at least twenty percent (20%) of the outstanding shares, previously issued by the Company, of the respective and applicable series accept the offer, and the Company fails (the "Failure") so to purchase such shares of the Series F Preferred Stock, Series E Preferred Stock, Series D Preferred Stock or Series C Preferred Stock as applicable (each, an "Affected Series"), the Company shall use its best efforts to increase the size of the Board of Directors such that a majority of the voting power of the Voting Common Stock, voting as a separate class (excluding any Voting Common Stock issued upon conversion of Preferred Stock) directors (the “Common "Provisional Directors”); the initial Common Directors shall ") may be Xxxxxx X. Xxxxxxxx and Xxxxxx Xxxxxxxx; and (d) At each election of directors in which the holders of Voting Common Stock, voting as a separate class, are entitled to elect directors, each Holder shall vote or otherwise act to elect two individuals nominated designated by the holders of at least a majority all of the voting power outstanding shares of the Voting Common Stock, voting Affected Series as a separate class (excluding any Voting Common Stock issued upon conversion of Preferred Stock) who are not otherwise an Affiliate (defined discussed below) . The holders of the Company or shares of any Holder and who is reasonably acceptable to the Preferred Directors currently in office (the “Independent Directors”); the initial Independent Directors Affected Series, shall be Xxxxxx Xxxxxxxx entitled to designate the Provisional Directors at any annual meeting or special meeting called for such purpose or at any adjournment thereof. The Company shall use its best efforts, and Xx Xxxxxxxxxx. (e) the Founders and the Investors agree to vote their shares, to accomplish such action as shall be required for the holders of the Affected Series to designate and elect the Provisional Directors. For purposes of this AgreementSection 2.6(b), an individual, firm, corporation, partnership, association, limited liability company, trust or any other entity (collectively, a “Person”) such Failure shall be deemed an “Affiliate” cured upon payment in full of another Person who, directly or indirectly, controls, is controlled by or is under common control with such Person, including, without limitation, any general partner, managing member, officer or director those amounts required to be paid (as of the date of such Person or any venture capital fund now or hereafter existing cure) as set forth in Paragraph (B)(1) of Article IV of the Company's Restated Certificate of Incorporation. Upon such cure each Investor agrees to vote its shares to remove the Provisional Directors and to decrease the size of the Board of Directors to the size that is controlled by one or more general partners or managing members of, or shares existed immediately prior to the same management company with, such Persondate of the Failure.

Election of Directors. In any and all elections (a) Each holder of directors of the Company, each Holder Class B Common Stock shall vote or cause to be voted all Shares owned by such Holder or over which such Holder has voting control, of its shares of Class B Common Stock and shall take all other necessary or desirable actions necessary and within such HolderStockholder’s reasonable control (whether in such Stockholder’s capacity as a stockholder, director, member of a Board committee or officer of the Company or otherwise, and including, without limitation, attendance at meetings in person or by proxy for purposes of obtaining a quorum and quorum, execution of a written consentconsents in lieu of meetings and approval of amendments and/or restatements of the Company’s certificate of incorporation or by-laws), and the Company shall take all necessary and desirable actions within its reasonable control (including, without limitation, calling special board Board or stockholder meetings and stockholder meetings or soliciting written consents from such parties) so that the following provisions regarding the election approval of directors shall be effected, beginning as amendments and/or restatements of the date hereofCompany’s certificate of incorporation or by-laws), so that: (ai) At each election the authorized number of directors in which on the holders Board shall be as established by DPCE; provided that such number shall initially be three; (ii) the Chief Executive Officer of the Series B Preferred Stock, voting together as a separate class, are entitled to elect a director (the “Series B Preferred Director”), as long as Radius Venture Partners III, L.P. (“Radius”) owns any shares of Series B Preferred Stock, each Holder shall vote or otherwise act to elect one individual nominated by Radius (the “Radius Nominee”); the initial Radius Nominee Company shall be Xxxxxx X. Xxxxxelected to the Board; (iii) the remainder of the directors, which will be designated by DPCE, shall be elected to the Board; (iv) the removal from the Board (with or without cause) of any representative designated pursuant hereto by DPCE shall be at DPCE’s written request, but only upon such written request and under no other circumstances. (b) At In order to secure the obligation of each holder of Class B Common Stock to vote its shares of Class B Common Stock in accordance with the provisions of Section 3(a) above, the Investor Stockholder hereby irrevocably appoints DPCE as its true and lawful proxy and attorney-in-fact, with full power of substitution, to vote all of such holder’s shares of Class B Common Stock for the election and removal of directors and all such other matters as expressly provided for in which Section 3(a) above. DPCE may exercise the holders irrevocable proxy granted to it hereunder at any time any such holder fails to comply with the provisions of this Section 3(a). The proxies and powers granted by each such holder pursuant to this Section 3(b) are coupled with an interest and are given to secure the performance of the Series A Convertible Preferred Stock obligations under this Agreement. Such proxies and Series A-1 Preferred Stock, voting together as a separate class, are entitled to elect directors (powers will be irrevocable until the “Series A Preferred Directors”), as long as Emerald Stage2 Ventures, L.P. (“Emerald”) owns any shares termination of Series A Convertible Preferred Stock or Series A-1 Preferred Stock, each Holder shall vote or otherwise act to elect one individual nominated by Emerald (the “Emerald Nominee”) and, as long as Originate Growth Fund #1 Q, L.P. and/or Originate Growth Fund #1 A, L.P. (together, “Originate”) own(s) any shares of Series A Convertible Preferred Stock or Series A-1 Preferred Stock, each Holder shall vote or otherwise act to elect one individual nominated by Originate (the “Originate Nominee”); the initial Emerald Nominee shall be Xxxxx Xxxxxx and the initial Originate Nominee shall be Xxxx Xxxxxxxx;this Agreement. (c) At each election of directors in which the holders of Voting Common Stock, voting as a separate class, are entitled to elect directors, each Holder shall vote or otherwise act to elect two individuals nominated by the holders Approval of at least a majority one member of the voting power Board, other than the Chief Executive Officer or any Independent Director, shall be required in connection with any action of the Voting Common Stock, voting as a separate class (excluding any Voting Common Stock issued upon conversion of Preferred Stock) (the “Common Directors”); the initial Common Directors shall be Xxxxxx X. Xxxxxxxx and Xxxxxx Xxxxxxxx; and (d) At each election of directors in which the holders of Voting Common Stock, voting as a separate class, are entitled to elect directors, each Holder shall vote or otherwise act to elect two individuals nominated by the holders of at least a majority of the voting power of the Voting Common Stock, voting as a separate class (excluding any Voting Common Stock issued upon conversion of Preferred Stock) who are not otherwise an Affiliate (defined below) of the Company or of any Holder and who is reasonably acceptable to the Preferred Directors currently in office (the “Independent Directors”); the initial Independent Directors shall be Xxxxxx Xxxxxxxx and Xx XxxxxxxxxxBoard. (e) For purposes of this Agreement, an individual, firm, corporation, partnership, association, limited liability company, trust or any other entity (collectively, a “Person”) shall be deemed an “Affiliate” of another Person who, directly or indirectly, controls, is controlled by or is under common control with such Person, including, without limitation, any general partner, managing member, officer or director of such Person or any venture capital fund now or hereafter existing that is controlled by one or more general partners or managing members of, or shares the same management company with, such Person.

Election of Directors. In any On all matters relating to the election and all elections removal of directors of the Company, each Holder shall vote or cause to be voted all Shares owned by such Holder or over which such Holder has voting controlthe Key Holders, and take all other actions necessary and within such Holder’s reasonable control (including, without limitation, attendance at meetings in person or by proxy for purposes of obtaining a quorum and execution of a written consent), the Designated Common Stockholders and the Company Investors agree to vote all Key Holder Shares, Designated Holder Shares and Investor Shares held by them (or the holders thereof shall take all actions within its reasonable control (including, without limitation, calling special board meetings and stockholder meetings or soliciting consent pursuant to an action by written consents from such partiesconsent of the holders of capital stock of the Company) so that the following provisions regarding the election of directors shall be effected, beginning as to elect members of the date hereofCompany’s Board of Directors as follows: (a) At each election of or action by written consent to elect directors in which the holders of the Series B Preferred Stock, voting together as a separate class, are entitled to elect a director (the “Series B Preferred Director”), as long as Radius Venture Partners III, L.P. (“Radius”) owns any shares of Series B Preferred Stock, each Holder shall vote or otherwise act to elect one individual nominated by Radius (the “Radius Nominee”); the initial Radius Nominee shall be Xxxxxx X. Xxxxx. (b) At each election of directors in which the holders of the Series A Convertible Preferred Stock and Series A-1 Preferred Stock, voting together as a separate class, are entitled to elect directors of the Company, the Investors shall vote all of their respective Investor Shares so as to elect: (i) so long as Xxxxxxxxxxxx Ventures IX, LP (together with its affiliates, “Xxxxxxxxxxxx”) continues to own at least thirty percent (30%) of the shares of Preferred Stock owned by it on the date hereof, one individual designated by Xxxxxxxxxxxx, which individual shall serve as the Series B Director described in Section 2(f)(i) of the Amended and Restated Certificate of Incorporation of the Company (the “Restated Certificate”) and who shall initially be Xxxxxxx Xxxx, (ii) so long as Norwest Venture Partners X LP (together with its affiliates, “Norwest”) continues to own at least thirty percent (30%) of the shares of Preferred Stock owned by it on the date hereof, one individual designated by Norwest, which individual shall serve as one of the Series A Directors described in Section 2(f)(ii) of the Restated Certificate and who shall initially be Xxxxxxx Xxxxx and (iii) so long as Canaan VII L.P. (together with its affiliates, “Canaan”) continues to own at least thirty percent (30%) of the shares of Preferred Directors”Stock owned by it on the date hereof, one individual designated by Canaan, which individual shall serve as one of the Series A Directors described in Section 2(e)(ii) of the Restated Certificate and who shall initially be Xxxxxx Xxxxxxx. Any vote taken to remove any director elected pursuant to this Section 1.2(a), or to fill any vacancy created by the resignation, removal or death of a director elected pursuant to this Section 1.2(a), shall also be subject to the provisions of this Section 1.2(a). Upon the request of any party entitled to designate a director as long as Emerald Stage2 Ventures, L.P. (“Emerald”) owns any shares of Series A Convertible Preferred Stock or Series A-1 Preferred Stockprovided in this Section 1.2(a), each Holder shall Investor agrees to vote or otherwise act to elect one individual nominated by Emerald (its Investor Shares for the “Emerald Nominee”) and, as long as Originate Growth Fund #1 Q, L.P. and/or Originate Growth Fund #1 A, L.P. (together, “Originate”) own(s) any shares removal of Series A Convertible Preferred Stock or Series A-1 Preferred Stock, each Holder shall vote or otherwise act to elect one individual nominated by Originate (the “Originate Nominee”); the initial Emerald Nominee shall be Xxxxx Xxxxxx and the initial Originate Nominee shall be Xxxx Xxxxxxxx;such director. (cb) At each election of or action by written consent to elect directors in which the holders of Voting Common Stock, voting as a separate class, are entitled to elect directorsdirectors of the Company, each Holder the Key Holders, the Designated Common Stockholders and the Investors shall vote or otherwise act all of their respective Key Holder Shares, Designated Holder Shares and Investor Shares (to the extent such Investor Shares are shares of Common Stock) so as to elect two individuals nominated the person serving as Chief Executive Officer of the Company, who as of the date of this Agreement is Xxxxxx Xxxxxxxxx. Any vote taken to remove the director elected pursuant to this Section 1.2(b), or to fill any vacancy created by the holders resignation, removal or death of a director elected pursuant to this Section 1.2(b), shall also be subject to the provisions of this Section 1.2(b). In the event that the person serving as the director to be elected as set forth in Section 1.2(b) ceases to serve as the Chief Executive Officer of the Company, the Key Holders, the Designated Common Stockholders and the Investors shall vote all of their respective Key Holder Shares, Designated Holder Shares and Investor Shares (to the extent such Investor Shares are shares of Common Stock) for the removal of such director at least the request of a majority of the voting power Board of Directors excluding the Voting Common Stock, voting as a separate class (excluding any Voting Common Stock issued upon conversion of Preferred Stock) (the “Common Directors”); the initial Common Directors shall director to be Xxxxxx X. Xxxxxxxx and Xxxxxx Xxxxxxxx; andremoved. (dc) At each election of or action by written consent to elect directors in which the holders of Voting Common Stock and holders of Preferred Stock, voting together as a separate classsingle class on an as-converted to Common Stock basis, are entitled to elect directorsdirectors of the Company, each Holder the Key Holders, the Designated Common Stockholders and Investors shall vote or otherwise act all of their respective Key Holder Shares, Designated Holder Shares and Investor Shares so as to elect two individuals nominated one (1) individual designated by the holders mutual consent of at least a majority each of the voting power other members of the Voting Common StockCompany’s Board of Directors, voting as a separate class (excluding any Voting Common Stock issued upon conversion of Preferred Stock) who are shall be an industry representative not otherwise an Affiliate (defined below) of affiliated with the Company or any Investor. Any vote taken to remove any director elected pursuant to this Section 1.2(c), or to fill any vacancy created by the resignation, removal or death of any Holder and who is reasonably acceptable a director elected pursuant to this Section 1.2(c), shall also be subject to the Preferred Directors currently in office (the “Independent Directors”); the initial Independent Directors shall be Xxxxxx Xxxxxxxx and Xx Xxxxxxxxxx. (e) For purposes provisions of this Agreement, an individual, firm, corporation, partnership, association, limited liability company, trust or any other entity (collectively, a “Person”) shall be deemed an “Affiliate” of another Person who, directly or indirectly, controls, is controlled by or is under common control with such Person, including, without limitation, any general partner, managing member, officer or director of such Person or any venture capital fund now or hereafter existing that is controlled by one or more general partners or managing members of, or shares the same management company with, such PersonSection 1.2(c).

Election of Directors. In Notwithstanding the provisions of subsection 4(a) above, (i) so long as any and all elections shares of Series A Preferred Stock are outstanding, the holders of the then outstanding shares of Series A Preferred Stock, by a majority vote voting as a separate class, shall be entitled to elect four (4) directors of the Companycorporation (the "Series A Directors") and the holders of Common Stock and Series A Preferred Stock, each Holder by a majority vote voting as a single class, shall be entitled to elect one (1) director of the corporation (the "Common/Series A Director"); (ii) so long as any shares of Series B Preferred are outstanding, the holders of the then outstanding shares of Series B Preferred Stock, by a majority vote voting as a separate class, shall be entitled to elect one (1) director of the corporation (the "Series B Director"); (iii) so long as any shares of Series C Preferred are outstanding, the holders of the then outstanding shares of Series C Preferred Stock, by a majority vote voting as a separate class, shall be entitled to elect one (1) director of the corporation (the "Series C Director"); and (iv) all remaining directors shall be elected by the holders of the Preferred Stock and the holders of Common Stock, by a majority vote voting as provided in paragraph 4(a) above. At any meeting held for the purpose of electing or cause to be voted all Shares owned by such Holder or over which such Holder has voting controlnominating directors, and take all other actions necessary and within such Holder’s reasonable control (including, without limitation, attendance at meetings the presence in person or by proxy for purposes of obtaining the holders of a majority of the Series A Preferred Stock then outstanding shall constitute a quorum and execution of the Series A Preferred Stock for the election or nomination of the Series A Directors, the presence in person or by proxy of the holders of a written consent)majority of the shares of Series B Preferred Stock then outstanding, shall constitute a quorum of the Series B Preferred Stock for the election or nomination of the Series B Director, the presence in person or by proxy of the holders of a majority of the Series C Preferred Stock then outstanding shall constitute a quorum of the Series C Preferred Stock for the election or nomination of the Series C Director, the presence in person or by proxy of the holders of a majority of the Common Stock and Series A Preferred Stock, on an as-converted basis, then outstanding shall constitute a quorum of the Common Stock and Series A Preferred Stock for the election or nomination of the Common/Series A Director, and the Company presence in person or by proxy of the holders of a majority of the Preferred Stock and Common Stock, on an as-converted basis, then outstanding shall take all actions within its reasonable control (including, without limitation, calling special board meetings constitute a quorum of the Preferred Stock and stockholder meetings or soliciting written consents from such parties) so that the following provisions regarding Common Stock for the election or nomination of directors all remaining directors. A vacancy in any directorship elected solely by the holders of Series A Preferred Stock shall be effected, beginning as filled only by vote of the date hereof: (a) At each election holders of directors Series A Preferred Stock, a vacancy in which the directorship elected solely by the holders of the Series B Preferred Stock shall be filled only by vote of the Series B Preferred Stock, a vacancy in the directorship elected solely by the holders of the Series C Preferred Stock shall be filled only by vote of the Series C Preferred Stock, a vacancy in the directorship elected by the holders of the Common Stock and Series A Preferred Stock shall be filled only by vote of the Common Stock and Series A Preferred Stock, voting together as provided above, and a separate classvacancy in any directorship elected by the holders of Preferred Stock and Common Stock shall be filled only by the vote of the holders of Preferred Stock and Common Stock voting as provided in paragraph 4(a) above. Any director elected by the holders of Series A Preferred Stock may be removed during such director's term of office, are entitled to elect either for or without cause, by and only by the affirmative vote of the holders of a majority of the outstanding shares of Series A Preferred Stock, any director (elected by the “holders of Series B Preferred Director”)Stock may be removed during such director's term of office, as long as Radius Venture Partners IIIeither for or without cause, L.P. (“Radius”) owns any by and only by the affirmative vote of the holders of a majority of the outstanding shares of Series B Preferred Stock, each Holder shall vote or otherwise act to elect one individual nominated any director elected by Radius (the “Radius Nominee”); the initial Radius Nominee shall be Xxxxxx X. Xxxxx. (b) At each election of directors in which the holders of Series C Preferred Stock may be removed during such director's term of office, either for or without cause, by and only by the affirmative vote of the holders of a majority of the outstanding shares of Series A Convertible C Preferred Stock, any director elected by the holders of Common Stock and Series A-1 A Preferred Stock may be removed during such director's term of office, either for or without cause, by and only by the affirmative vote of the holders of a majority of the outstanding shares of Common Stock and Series A Preferred Stock, voting together as a separate classprovided above, are entitled to elect directors (the “Series A Preferred Directors”), as long as Emerald Stage2 Ventures, L.P. (“Emerald”) owns and any shares of Series A Convertible Preferred Stock or Series A-1 Preferred Stock, each Holder shall vote or otherwise act to elect one individual nominated director elected by Emerald (the “Emerald Nominee”) and, as long as Originate Growth Fund #1 Q, L.P. and/or Originate Growth Fund #1 A, L.P. (together, “Originate”) own(s) any shares of Series A Convertible Preferred Stock or Series A-1 Preferred Stock, each Holder shall vote or otherwise act to elect one individual nominated by Originate (the “Originate Nominee”); the initial Emerald Nominee shall be Xxxxx Xxxxxx and the initial Originate Nominee shall be Xxxx Xxxxxxxx; (c) At each election of directors in which the holders of Voting Preferred Stock and Common Stock may be removed during such director's term of office, either for or without cause, by and only by the affirmative vote of the holders of a majority of the outstanding shares of Preferred Stock and Common Stock, voting together as a separate class, are entitled to elect directors, each Holder shall vote or otherwise act to elect two individuals nominated by the holders of at least a majority of the voting power of the Voting Common Stock, voting as a separate class (excluding any Voting Common Stock issued upon conversion of Preferred Stockprovided in paragraph 4(a) (the “Common Directors”); the initial Common Directors shall be Xxxxxx X. Xxxxxxxx and Xxxxxx Xxxxxxxx; and (d) At each election of directors in which the holders of Voting Common Stock, voting as a separate class, are entitled to elect directors, each Holder shall vote or otherwise act to elect two individuals nominated by the holders of at least a majority of the voting power of the Voting Common Stock, voting as a separate class (excluding any Voting Common Stock issued upon conversion of Preferred Stock) who are not otherwise an Affiliate (defined below) of the Company or of any Holder and who is reasonably acceptable to the Preferred Directors currently in office (the “Independent Directors”); the initial Independent Directors shall be Xxxxxx Xxxxxxxx and Xx Xxxxxxxxxxabove. (e) For purposes of this Agreement, an individual, firm, corporation, partnership, association, limited liability company, trust or any other entity (collectively, a “Person”) shall be deemed an “Affiliate” of another Person who, directly or indirectly, controls, is controlled by or is under common control with such Person, including, without limitation, any general partner, managing member, officer or director of such Person or any venture capital fund now or hereafter existing that is controlled by one or more general partners or managing members of, or shares the same management company with, such Person.

Election of Directors. In any and all elections (a) Each of the Stockholders hereby agrees that for the term of this Agreement, the board of directors of the CompanyCompany shall, each Holder except as set forth in Sections 9(e) and 9(f) below, consist of (i) four nominees designated by Sienna and InterWest, (ii) two nominees designated by the Founder, (iii) one nominee designated by the holders of a majority of the outstanding Series B Convertible Preferred Stock (excluding Sienna and InterWest), (iv) one nominee designated by Schroder Werthxxx, (x) a number of nominees determined pursuant to Section 9(g) below designated by CDV (or its successor, as set forth in Section 9(g) below) and (vi) one representative of Company management to be nominated by a majority of the other directors. Each Stockholder shall vote or cause to be voted all Shares owned by such Holder or over which such Holder has voting controlits Shares, and take all other actions necessary and within such Holder’s reasonable control (including, without limitation, attendance at meetings in person or by proxy for purposes of obtaining a quorum and execution of a written consent), and the Company shall take all actions within its reasonable control (includingnecessary, without limitation, calling special board meetings and stockholder meetings or soliciting written consents from such parties) so to ensure that the following provisions regarding number of directors constituting the election entire board of directors shall be effected, beginning equal to the total number of nominees as of the date hereof: (a) At each election of directors in which the holders of the Series B Preferred Stock, voting together as a separate class, are entitled to elect a director (the “Series B Preferred Director”), as long as Radius Venture Partners III, L.P. (“Radius”) owns any shares of Series B Preferred Stock, each Holder shall vote or otherwise act to elect one individual nominated by Radius (the “Radius Nominee”); the initial Radius Nominee shall be Xxxxxx X. Xxxxxset forth above. (b) At Each Stockholder hereby agrees to vote all Shares owned or held of record by it at each annual or special meeting in favor of, or to take all actions by written consent in lieu of any such meeting necessary to cause, the election as members of the board of directors of those individuals nominated in which accordance with, and to otherwise effect the holders of the Series A Convertible Preferred Stock and Series A-1 Preferred Stockintent of, voting together as a separate class, are entitled to elect directors (the “Series A Preferred Directors”), as long as Emerald Stage2 Ventures, L.P. (“Emerald”) owns any shares of Series A Convertible Preferred Stock or Series A-1 Preferred Stock, each Holder shall vote or otherwise act to elect one individual nominated by Emerald (the “Emerald Nominee”) and, as long as Originate Growth Fund #1 Q, L.P. and/or Originate Growth Fund #1 A, L.P. (together, “Originate”) own(s) any shares of Series A Convertible Preferred Stock or Series A-1 Preferred Stock, each Holder shall vote or otherwise act to elect one individual nominated by Originate (the “Originate Nominee”); the initial Emerald Nominee shall be Xxxxx Xxxxxx and the initial Originate Nominee shall be Xxxx Xxxxxxxx;this Section 9. (c) At each election Each Stockholder hereby agrees that, except as set forth in Sections 9(e), (f) and (g) herein, no directors shall be removed unless the Stockholder which designated such nominee pursuant to Section 9(a) herein shall have voted in favor of or consented in writing to such removal. (d) In the event that a vacancy is created on the board of directors in which by the holders death, disability, retirement, resignation or removal of Voting Common Stocka director, voting each Stockholder agrees to use its best efforts to cause the directors designated by it to vote for an individual designated to fill such vacancy and serve as a separate classdirector by whichever Stockholder had designated (pursuant to Section 9(a) above) the director whose death, are disability, retirement, resignation or removal resulted in such vacancy; provided, however, that such individual so designated may not previously have been a director of the Company who was removed from the board of directors. (e) Notwithstanding anything to the contrary in this Section 9, if the Founder disposes of more than five percent (5%) but less than fifty percent (50%) of the number of Shares initially issued to him by the Company in connection with the closing of the transactions pursuant to the Asset Purchase Agreement (such number to be adjusted to give effect to stock splits, stock dividends and similar occurrences) (the "Initial Shares"), he shall only be entitled to elect nominate one (1) director and the board of directors shall reduce the number of total directors accordingly. To give effect to such change, the Founder shall cause one of his nominated directors to resign, and, if no such resignation occurs, each Stockholder shall take any and all actions required to effect such removal. If the Founder disposes of more than fifty percent (50%) of the Initial Shares, the Founder shall not be entitled to nominate any directors, each Holder the board of directors shall vote or otherwise act reduce the number of total directors accordingly, and the procedures set forth in the immediately preceding sentence shall be followed with respect to elect two individuals all of the directors previously nominated by the holders Founder. (f) Notwithstanding anything to the contrary in this Section 9, in the event of at least the occurrence of any of the following events (a majority "Schroder Werthxxx Xxxnxx xx Xxntrol"): (i) a change of more than fifty percent (50%) of the voting power of FMA High Yield Income, L.P., WSIS Flexible Income Partners L.P. or WSIS High Income L.P. (collectively, the Voting "Schroder Werthxxx Xxxxties"), or any entity controlling, controlled by or under common control with any of the Schroder Wertxxxx Xxtixxxx xx (ii) the sale of all or substantially all of the assets of any of the Schroder Werthxxx Xxxxties, Schroder Werthxxx xxxxl xxx xx entitled to nominate any directors and the board of directors shall reduce the number of total directors accordingly. To give effect to such change, Schroder Werthxxx xxxll cause its nominated director to resign, and, if no such resignation occurs, each Stockholder shall take any and all actions required to effect the removal of such director. The Schroder Wertxxxx Xxtixxxx xxall provide written notice (the "Change of Control Notice") of any Schroder Wertxxxx Xxxnge of Control to the Company, to be delivered as provided in Section 11(c) hereof, within fifteen (15) days of such Schroder Werthxxx Xxxxgx xx Xxxtrol. (g) So long as CDV holds at least 2,066,116 shares of the Company's Series D Convertible Preferred Stock (4,424,020 shares if CDV has exercised the CDV Warrant), CDV shall be entitled to nominate a number of directors equal to the greater of (x) one director (two directors if CDV has exercised the CDV Warrant in full) and (y) that number of directors such that (i) the ratio of members of the Company's Board of Directors nominated by CDV to the total number of members of the Company's Board of Directors is equal to (ii) the ratio of the number of outstanding shares of the Company's Common Stock held by CDV (assuming conversion of shares of Convertible Preferred Stock, voting but not assuming the exercise of any options or warrants) to the number of outstanding shares of the Company's capital stock (calculated on a fully-diluted basis), and the board of directors shall increase or decrease the number of total directors accordingly as necessary. In the event that the foregoing calculation would result in a separate class fraction, the number of directors that CDV shall be entitled to nominate shall be rounded to the nearest whole number. In the event that CDV holds less than 2,066,116 shares of the Company's Series D Convertible Preferred Stock (excluding any Voting 4,424,020 shares if CDV has exercised the CDV Warrant), CDV shall be entitled to nominate a number of directors such that (i) the ratio of members of the Company's Board of Directors nominated by CDV to the total number of members of the Company's Board of Directors is equal to (ii) the ratio of the number of outstanding shares of the Company's Common Stock held by CDV (assuming conversion of shares of Convertible Preferred Stock, but not assuming the exercise of any options or warrants) to the number of outstanding shares of the Company's capital stock (calculated on a fully-diluted basis), and the board of directors shall increase or decrease the number of total directors accordingly as necessary. In the event that the foregoing calculation would result in a fraction, the number of directors that CDV shall be entitled to nominate shall be rounded to the nearest whole number. In the event that a single person acquires from CDV all of the shares of the capital stock of the Company either (i) purchased under that certain Series D Convertible Preferred Stock and Warrant Purchase Agreement of even date herewith, by and between the Company and CDV, and, if exercised, the CDV Warrant or (ii) issued upon conversion of Preferred Stock) (such shares, then the “Common Directors”); rights of CDV hereunder to designate nominees to the initial Common Company's Board of Directors shall terminate and be Xxxxxx X. Xxxxxxxx of no further force and Xxxxxx Xxxxxxxx; effect and , in lieu thereof, such acquiror shall have the right to designate one (d1) At each election nominee to the Company's Board of Directors, and the board of directors in which shall adjust the holders number of Voting Common Stock, voting as a separate class, are entitled to elect directors, each Holder shall vote or otherwise act to elect two individuals nominated by the holders of at least a majority of the voting power of the Voting Common Stock, voting as a separate class (excluding any Voting Common Stock issued upon conversion of Preferred Stock) who are not otherwise an Affiliate (defined below) of the Company or of any Holder and who is reasonably acceptable to the Preferred Directors currently in office (the “Independent Directors”); the initial Independent Directors shall be Xxxxxx Xxxxxxxx and Xx Xxxxxxxxxxtotal directors accordingly. (e) For purposes of this Agreement, an individual, firm, corporation, partnership, association, limited liability company, trust or any other entity (collectively, a “Person”) shall be deemed an “Affiliate” of another Person who, directly or indirectly, controls, is controlled by or is under common control with such Person, including, without limitation, any general partner, managing member, officer or director of such Person or any venture capital fund now or hereafter existing that is controlled by one or more general partners or managing members of, or shares the same management company with, such Person.

Election of Directors. In (a) Each Stockholder who is the holder of shares of Preferred Stock, Common Stock or any and all elections of directors other capital stock of the CompanyCompany agrees to vote, each Holder shall vote or cause to be voted all Shares owned by such Holder or over which such Holder has voting control, and take all other actions necessary and within such Holder’s reasonable control (including, without limitation, attendance at meetings in person or by proxy proxy, at any annual or special shareholders' meeting called for purposes such purpose or by shareholders' consent provided in lieu thereof, the shares of obtaining capital stock of the Company owned of record or beneficially by such person and entitled to vote thereon, and shall take all other necessary or desirable actions within its control (whether in its capacity as a quorum and execution shareholder, director, member of a written consentcommittee of the Board or officer of the Company or otherwise), and the Company shall take all necessary and desirable actions within its reasonable control (includingcontrol, without limitation, calling special board meetings and stockholder meetings or soliciting written consents from such parties) so that the following provisions regarding the election of directors shall be effected, beginning as of the date hereofin order to cause: (a1) At each the election to the Board of directors in which two (2) individuals (the holders "PPEI Designated Directors") designated by PPEI, who shall initially be John X. Xxxxxx xxx Mark Xxxxx, xxd the election to the Board of two (2) individuals (the "Oak Designated Directors") designated by Oak, one of whom shall initially be Fredxxx Xxxxxx (xxe PPEI Designated Directors and the Oak Designated Directors shall collectively be referred to as the "Investor Designated Directors"); (2) the election to the Board of one (1) individual (the "Maxtor Designated Director" and together with the Investor Designated Directors, the "Designated Directors") designated by Maxtor, who initially shall be Patrxxx Xxxxxxxxx; (3) the election to the Board of Robexx X. Xxxxxxx xxx so long as he remains the Chief Executive Officer of the Series B Preferred StockCompany; (4) the election to the Board of two (2) independent directors acceptable to both Oak and PPEI; (5) the removal from the Board (with or without cause) of any PPEI Designated Director, voting together upon PPEI's written request for removal of any such person, but only upon PPEI's written request and under no other circumstances; the removal from the Board (with or without cause) of any Oak Designated Director, upon Oak's written request for removal of any such person, but only upon Oak's written request and under no other circumstances; and the removal from the Board (with or without cause) of any Maxtor Designated Director, upon Maxtor's written request for removal of any such person, but only upon Maxtor's written request and under no other circumstances; (6) in the event that any PPEI Designated Director, Oak Designated Director or Maxtor Designated Director for any reason ceases to serve as a separate classmember of the Board during such representative's term of office, are entitled the resulting vacancy on the Board to elect be filled by a director (the “Series B Preferred Director”)representative designated by PPEI, Oak or Maxtor, as long as Radius Venture Partners IIIthe case may be; (7) three (3) Designated Directors (who shall initially be J. Larrx Xxxxx, L.P. Xxhn X. Xxxxxx and the Maxtor Designated Director) to be appointed to the Audit Committee of the Board and three (“Radius”3) owns any shares Designated Directors (who shall initially be Fredxxx Xxxxxx, Xxrc Xxxxx xxx Willxxx X. Xxxxx) xx be appointed to the Compensation Committee of Series B Preferred Stock, the Board and the creation and continued existence of each Holder shall vote or otherwise act such committee; and (8) the appointment of each of a PPEI Designated Director and an Oak Designated Director to elect the Executive Committee of the Board if one individual nominated by Radius (the “Radius Nominee”); the initial Radius Nominee shall be Xxxxxx X. Xxxxxformed. (b) At The Company agrees to reimburse all Designated Directors for reasonable travel and other out-of-pocket expenses incurred by each election such director in respect of directors in which the holders such director's attendance at meetings of the Series A Convertible Preferred Stock Board or any committee thereof in accordance with Company policy. The Company shall use best efforts to obtain promptly after execution of this Agreement directors and Series A-1 Preferred Stock, voting together officers insurance in an amount equal to that obtained by companies engaged in a substantially similar business as a separate class, are entitled the Company and to elect directors (the “Series A Preferred Directors”), as keep such insurance in effect for so long as Emerald Stage2 Ventures, L.P. (“Emerald”) owns any shares of Series A Convertible Preferred Stock or Series A-1 Preferred Stock, each Holder Designated Director shall vote or otherwise act to elect one individual nominated by Emerald (serve on the “Emerald Nominee”) and, as long as Originate Growth Fund #1 Q, L.P. and/or Originate Growth Fund #1 A, L.P. (together, “Originate”) own(s) any shares of Series A Convertible Preferred Stock or Series A-1 Preferred Stock, each Holder shall vote or otherwise act to elect one individual nominated by Originate (the “Originate Nominee”); the initial Emerald Nominee shall be Xxxxx Xxxxxx and the initial Originate Nominee shall be Xxxx Xxxxxxxx;Board. (c) At The Company and each election of the Stockholders agree to take all necessary or desirable action within their control (whether in such person's capacity as a shareholder, director, member of a committee of the board of directors in which or otherwise) to assure that the holders Board shall consist of Voting Common Stocknot less than eight (8) nor more than ten (10) members, voting as a separate class, are entitled to elect directors, each Holder shall vote or otherwise act to elect two individuals nominated unless such change is approved by the holders of at least a majority of the voting power of the Voting Common Stock, voting as a separate class (excluding any Voting Common Stock issued upon conversion of Preferred Stock) (the “Common Designated Directors”); the initial Common Directors shall be Xxxxxx X. Xxxxxxxx and Xxxxxx Xxxxxxxx; and (d) At each election of directors in which the holders of Voting Common Stock, voting as a separate class, are entitled to elect directors, each Holder shall vote or otherwise act to elect two individuals nominated by the holders of at least a majority of the voting power of the Voting Common Stock, voting as a separate class (excluding any Voting Common Stock issued upon conversion of Preferred Stock) who are not otherwise an Affiliate (defined below) of the Company or of any Holder and who is reasonably acceptable to the Preferred Directors currently in office (the “Independent Directors”); the initial Independent Directors shall be Xxxxxx Xxxxxxxx and Xx Xxxxxxxxxx. (e) For purposes of this Agreement, an individual, firm, corporation, partnership, association, limited liability company, trust or any other entity (collectively, a “Person”) shall be deemed an “Affiliate” of another Person who, directly or indirectly, controls, is controlled by or is under common control with such Person, including, without limitation, any general partner, managing member, officer or director of such Person or any venture capital fund now or hereafter existing that is controlled by one or more general partners or managing members of, or shares the same management company with, such Person.

Election of Directors. In (a) The number of directors constituting the Board shall initially be two (2). Notwithstanding any and all elections provision in the Bylaws or the Articles, the number of directors constituting the Board shall not be changed without the consent of the Shareholders. With respect to each election of directors of the CompanyCorporation, whether at a special or annual meeting and whether by vote or by consent, in each Holder case, in accordance with the provisions for electing directors set forth in the Articles and the Bylaws, then, and in each such event, the Shareholders shall vote or cause to be voted all Shares of the shares of Common Stock owned by them or consent in writing with respect to such Holder or over which such Holder has voting control, shares as follows: (i) in favor of one (1) director who shall be designated and take all other actions necessary approved by Xxxxxx; (ii) in favor of one (1) director who shall be designated and within such Holder’s reasonable control (including, without limitation, attendance at meetings in person or approved by proxy for purposes of obtaining a quorum GECL. The parties hereby agree to designate and execution of a written consent), and the Company shall take all actions within its reasonable control (including, without limitation, calling special board meetings and stockholder meetings or soliciting written consents from such parties) so that approve the following provisions regarding individuals pursuant to clauses (i) and (ii) above to serve as the election initial members of directors shall be effected, beginning the Board effective as of the day after the date hereof: : (ai) At each election of directors in which the holders of the Series B Preferred Stock, voting together Xxxxxx hereby designates and approves Xxxxxxx X. Xxxxxx as a separate classdirector pursuant to Section 2.1(a)(i) hereof; and (ii) GECL hereby designates and approves Xxxxxxx X. Xxxxxx, are entitled to elect Xx. as a director (the “Series B Preferred Director”), as long as Radius Venture Partners III, L.P. (“Radius”pursuant to Section 2.1(a)(ii) owns any shares of Series B Preferred Stock, each Holder shall vote or otherwise act to elect one individual nominated by Radius (the “Radius Nominee”); the initial Radius Nominee shall be Xxxxxx X. Xxxxxhereof. (b) At The Shareholders shall vote their shares (i) to remove any director whose removal is required by the party or parties with the power to designate such director and (ii) to fill any vacancy created by the removal, resignation or death of a director, in each case for the election of directors a new director designated and approved, if approval is required, in which accordance with the holders provisions of this Section 2.1(a) relating to such director. Vacancies of the Series A Convertible Preferred Stock and Series A-1 Preferred Stock, voting together as a separate class, are entitled to elect directors (the “Series A Preferred Directors”), as long as Emerald Stage2 Ventures, L.P. (“Emerald”) owns any shares of Series A Convertible Preferred Stock or Series A-1 Preferred Stock, each Holder shall vote or otherwise act to elect one individual nominated by Emerald (the “Emerald Nominee”) and, as long as Originate Growth Fund #1 Q, L.P. and/or Originate Growth Fund #1 A, L.P. (together, “Originate”) own(s) any shares of Series A Convertible Preferred Stock or Series A-1 Preferred Stock, each Holder shall vote or otherwise act to elect one individual nominated by Originate (the “Originate Nominee”); the initial Emerald Nominee Board shall be Xxxxx Xxxxxx and filled within 10 days of the initial Originate Nominee shall date such vacancy is created or immediately before the first action to be Xxxx Xxxxxxxx; (c) At each election of directors in which the holders of Voting Common Stock, voting as a separate class, are entitled to elect directors, each Holder shall vote or otherwise act to elect two individuals nominated taken by the holders of at least a majority of Board after the voting power of the Voting Common Stock, voting as a separate class (excluding any Voting Common Stock issued upon conversion of Preferred Stock) (the “Common Directors”); the initial Common Directors shall be Xxxxxx X. Xxxxxxxx and Xxxxxx Xxxxxxxx; and (d) At each election of directors in which the holders of Voting Common Stock, voting as a separate class, are entitled to elect directors, each Holder shall vote or otherwise act to elect two individuals nominated by the holders of at least a majority of the voting power of the Voting Common Stock, voting as a separate class (excluding any Voting Common Stock issued upon conversion of Preferred Stock) date such vacancy is created. Any director who are not otherwise is an Affiliate (defined below) employee of the Company or whose employment is terminated for any reason shall immediately cease to be a director of any Holder the Company, and the vacancy created thereby shall be filled by the party who is reasonably acceptable had originally appointed that director; provided, however, that such prior director shall be ineligible for reappointment to the Preferred Directors currently in office (the “Independent Directors”); the initial Independent Directors shall be Xxxxxx Xxxxxxxx and Xx XxxxxxxxxxBoard. (e) For purposes of this Agreement, an individual, firm, corporation, partnership, association, limited liability company, trust or any other entity (collectively, a “Person”) shall be deemed an “Affiliate” of another Person who, directly or indirectly, controls, is controlled by or is under common control with such Person, including, without limitation, any general partner, managing member, officer or director of such Person or any venture capital fund now or hereafter existing that is controlled by one or more general partners or managing members of, or shares the same management company with, such Person.

Election of Directors. In From and after the date hereof, at any annual or special stockholders meeting called for such purpose, and all elections whenever the stockholders of the Company act by written consent with respect to the election of directors or at the request of any stockholder entitled to have taken any of the Companyactions specified below, each Investor and each Additional Holder shall agrees to vote or cause to be voted otherwise give such Investor or Additional Holder's consent in respect of all Shares shares of capital stock of the Company (whether now or hereafter acquired) owned by such Investor or Additional Holder or over as to which such Investor or Additional Holder has voting control, and take all other actions necessary and within such Holder’s reasonable control (including, without limitation, attendance at meetings in person or by proxy for purposes of obtaining a quorum and execution of a written consent)is entitled to vote, and the Company shall take all necessary and desirable actions within its reasonable control control, in order to cause: (including, without limitation, calling special board meetings and stockholder meetings or soliciting written consents from such partiesi) so that the following provisions regarding the election authorized number of directors shall on the Board of Directors of the Company (the "Board") to be effected, beginning established at nine (9) directors as of the date hereof:; (ii) subject to clause (iii) below, the election to the Board of (a) At each election one director designated by the holders of directors in which the Series A Preferred Stock, (b) one director designated by the holders of the Series B Preferred Stock, voting together as a separate class, are entitled to elect a (c) one director (the “Series B Preferred Director”), as long as Radius Venture Partners III, L.P. (“Radius”) owns any shares of Series B Preferred Stock, each Holder shall vote or otherwise act to elect one individual nominated designated by Radius (the “Radius Nominee”); the initial Radius Nominee shall be Xxxxxx X. Xxxxx. (b) At each election of directors in which the holders of the Series A Convertible C Preferred Stock and Series A-1 Preferred Stock, voting together as a separate class, are entitled to elect (d) three (3) directors (the “Series A Preferred Directors”), as long as Emerald Stage2 Ventures, L.P. (“Emerald”) owns any shares of Series A Convertible Preferred Stock or Series A-1 Preferred Stock, each Holder shall vote or otherwise act to elect one individual nominated by Emerald (the “Emerald Nominee”) and, as long as Originate Growth Fund #1 Q, L.P. and/or Originate Growth Fund #1 A, L.P. (together, “Originate”) own(s) any shares of Series A Convertible Preferred Stock or Series A-1 Preferred Stock, each Holder shall vote or otherwise act to elect one individual nominated by Originate (the “Originate Nominee”); the initial Emerald Nominee shall be Xxxxx Xxxxxx and the initial Originate Nominee shall be Xxxx Xxxxxxxx; (c) At each election of directors in which the holders of Voting Common Stock, voting as a separate class, are entitled to elect directors, each Holder shall vote or otherwise act to elect two individuals nominated designated by the holders of at least the Series D Convertible Preferred Stock, which shall include (I) a designee of OrbiMed Advisors LLC ("OrbiMed"), initially Xxxxxxx X. Xxxxxxxx, (II) a designee of one of the other Series D Purchasers and (III) an industry expert mutually acceptable to the directors designated pursuant to the preceding clauses (I) and (II) and a majority of the voting power other directors then serving. The directors designated pursuant to this paragraph (ii) shall hold office, subject to their earlier removal in accordance with clause (iii) below, pursuant to the Bylaws of the Voting Common StockCompany and applicable corporate law, voting until their respective successors shall have been elected and shall have qualified; (iii) the removal from the Board (with or without cause) of any Preferred Stock Director upon the written request of a majority of the Preferred Stockholders entitled to designate such director; (iv) upon any vacancy in the Board as a separate class result of any individual designated as provided in clause (excluding any Voting Common Stock issued upon conversion ii) above ceasing to be a member of Preferred Stockthe Board, whether by resignation or otherwise, the election to the Board to fill such vacancy of an individual designated by the holder or holders of capital stock of the Company entitled to designate such Board seat pursuant to clause (ii) above; (v) the “Common Directors”); the initial Common Directors Board to maintain an Audit Committee and a Compensation Committee (which shall be Xxxxxx X. Xxxxxxxx responsible for, among other things, determining all executive salaries and Xxxxxx Xxxxxxxxother compensation), consisting solely of directors who are not employees of the Company; * = CONFIDENTIAL TREATMENT REQUESTED: MATERIAL HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. (vi) the director designated by OrbiMed to act as a member of any committee of the Board, and, if such committee shall have in excess of three (3) members, to cause directors designated by the Series D Purchasers to constitute one-third of the members of such committee; (vii) directors designated by the Series D Purchasers to constitute one-third of the members of the board of directors of any subsidiary of the Company; (viii) a majority in interest of the Series D Purchasers to designate an individual to be granted observer status to attend but not to give their consent to vote at any meeting of the Board; (ix) the Company to compensate all non-employee directors equally, and in the same manner, except to the extent different levels of service are rendered to the Company; (x) the Company to hold meetings of the Board at least six times per calendar year; and (dxi) At each election of directors in which the holders of Voting Common Stock, voting as a separate class, are entitled to elect directors, each Holder shall vote or otherwise act to elect two individuals nominated by the holders of at least a majority of the voting power of the Voting Common Stock, voting as a separate class (excluding any Voting Common Stock issued upon conversion of Preferred Stock) who are not otherwise an Affiliate (defined below) of the Company or of any Holder to indemnify all directors equally and who is reasonably acceptable to the Preferred Directors currently fullest extent permitted by law and as set forth in office (the “Independent Directors”); the initial Independent Directors shall be Xxxxxx Xxxxxxxx Company's Certificate of Incorporation and Xx XxxxxxxxxxBy-laws. (e) For purposes of this Agreement, an individual, firm, corporation, partnership, association, limited liability company, trust or any other entity (collectively, a “Person”) shall be deemed an “Affiliate” of another Person who, directly or indirectly, controls, is controlled by or is under common control with such Person, including, without limitation, any general partner, managing member, officer or director of such Person or any venture capital fund now or hereafter existing that is controlled by one or more general partners or managing members of, or shares the same management company with, such Person.

Election of Directors. In (a) Immediately upon receiving notice of any and all elections of directors stockholders’ meeting at which members of the Company, each Holder shall vote or cause Board are to be voted all Shares owned by such Holder or over which such Holder has voting controlelected, and take all other actions necessary and within such Holder’s reasonable control (including, without limitation, attendance at meetings a majority in person or by proxy for purposes interest of obtaining a quorum and execution each of a written consent), the New Stockholders and the Company Founding Stockholders shall take all actions within its reasonable control (including, without limitation, calling special board meetings and stockholder meetings or soliciting written consents from such parties) so that the following provisions regarding the election of directors shall be effected, beginning designate candidates as of the date hereoffollows: (ai) At each election of directors in which the holders of the Series B Preferred Stock, voting together as a separate class, are Founding Stockholders shall be entitled to elect a director designate three candidates for election to the Board, and (ii) the “Series B Preferred Director”), as long as Radius Venture Partners III, L.P. (“Radius”) owns any shares of Series B Preferred Stock, each Holder shall vote or otherwise act to elect one individual nominated by Radius (the “Radius Nominee”); the initial Radius Nominee New Stockholders shall be Xxxxxx X. Xxxxxentitled to designate two candidates for election to the Board. (b) At each Each Stockholder hereby binds itself to vote its shares of Common Stock for, or give its written consent to, the election of directors the candidates designated by the Founding Stockholders and the New Stockholders as set forth in which Section 2.2(a) and in conformance with the holders By-laws of the Series A Convertible Preferred Stock and Series A-1 Preferred Stock, voting together as a separate class, are entitled to elect directors (the “Series A Preferred Directors”), as long as Emerald Stage2 Ventures, L.P. (“Emerald”) owns any shares of Series A Convertible Preferred Stock or Series A-1 Preferred Stock, each Holder shall vote or otherwise act to elect one individual nominated by Emerald (the “Emerald Nominee”) and, as long as Originate Growth Fund #1 Q, L.P. and/or Originate Growth Fund #1 A, L.P. (together, “Originate”) own(s) any shares of Series A Convertible Preferred Stock or Series A-1 Preferred Stock, each Holder shall vote or otherwise act to elect one individual nominated by Originate (the “Originate Nominee”); the initial Emerald Nominee shall be Xxxxx Xxxxxx and the initial Originate Nominee shall be Xxxx Xxxxxxxx;Corporation. (c) At each election of directors in which In the holders of Voting Common Stock, voting event any director (“Director”) elected to the Board after being designated as a separate classcandidate for membership pursuant to this Section 2.2 dies, are resigns, is removed or otherwise ceases to serve as a member of the Board, the Corporation shall give notice thereof to the Stockholders having designated such Director, either the Founding Stockholders or the New Stockholders as the case may be, and such Stockholders agree to designate a successor and notify the Corporation of their selection. If a vacancy on the Board is filled by the remaining Directors with a Director who is not the successor designated by the Stockholders entitled to elect directorsdesignate such successor, each Holder shall vote Stockholder agrees to cast its votes for, or otherwise act give its written consent to, the removal of such Director, with or without cause, at any time upon receipt of instructions in writing to elect two individuals nominated such effect, assigned by the holders of at least a majority of the voting power of the Voting Common Stock, voting as a separate class (excluding any Voting Common Stock issued upon conversion of Preferred Stock) (the “Common Directors”); the initial Common Directors shall be Xxxxxx X. Xxxxxxxx and Xxxxxx Xxxxxxxx; andStockholders entitled to designate such Director. (d) At each election of directors Any designation pursuant to this Article 2 shall be in which the holders of Voting Common Stock, voting as writing and shall be signed by a separate class, are entitled to elect directors, each Holder shall vote or otherwise act to elect two individuals nominated by the holders of at least a majority Majority in Interest of the voting power of Founding Stockholders or the Voting Common StockNew Stockholders, voting as a separate class (excluding any Voting Common Stock issued upon conversion of Preferred Stock) who are not otherwise an Affiliate (defined below) of the Company or of any Holder and who is reasonably acceptable to the Preferred Directors currently in office (the “Independent Directors”); the initial Independent Directors shall be Xxxxxx Xxxxxxxx and Xx Xxxxxxxxxxcase may be. (e) For purposes of this Agreement, an individual, firm, corporation, partnership, association, limited liability company, trust or any other entity (collectively, a “Person”) shall be deemed an “Affiliate” of another Person who, directly or indirectly, controls, is controlled by or is under common control with such Person, including, without limitation, any general partner, managing member, officer or director of such Person or any venture capital fund now or hereafter existing that is controlled by one or more general partners or managing members ofEach Stockholder agrees to cast its votes for, or shares give its written consent to, the same management company withremoval with or without cause, of any designee on the Board pursuant to this Article 2 at any time upon receipt of instructions in writing to such Personeffect, signed by a Majority in Interest of the Stockholders having designated the Director.

Election of Directors. (a) The Majority in Interest will have the exclusive right, voting separately as a class, to elect or appoint (i) prior to a Bridge Loan Triggering Event, one director to the Board of Directors (who shall, unless the Majority in Interest otherwise elects in its sole discretion, also serve as a member of each committee of the Board of Directors) and (ii) upon the occurrence of a Bridge Loan Triggering Event through and including the Bridge Loan Discharge Date, an absolute majority of the Board of Directors, irrespective of whether the Board of Directors has nominated such Person (any director appointed pursuant to sub-clause (i) or (ii), a “Series C Director”). If the Majority in Interest exercises its Board of Directors-appointment rights pursuant to sub-clause (ii) of the preceding sentence following the occurrence of a Bridge Loan Triggering Event, then notwithstanding anything to the contrary contained in the Certificate of Incorporation or the Bylaws, (A) the number of directors on the Board of Directors shall automatically increase by a number sufficient to cause such Series C Directors (including both the additional Series C Directors and any incumbent Series C Director) to constitute an absolute majority of the Board of Directors after giving effect to such automatic increase, and (B) the Majority in Interest shall have the exclusive right, voting separately as a single class, to elect or appoint such additional Series C Directors at a special meeting of stockholders (“Special Meeting”) called at the request of a Majority in Interest (or by written consent of a Majority in Interest), and at each such subsequent meeting of stockholders of the Corporation at which any directors are elected (or as part of any subsequent action by written consent in connection with which any directors are elected, including any such action effected by a Majority in Interest). Any such request to call a Special Meeting for the initial election of Series C Directors after the occurrence of a Bridge Loan Triggering Event shall be made by written notice by a Majority in Interest, and delivered to the Corporation, or as may otherwise be required by law. Notwithstanding anything to the contrary herein, in the Certificate of Incorporation or in the Bylaws, a Majority in Interest shall have the exclusive right to remove any Series C Director at any time for any reason or no reason (with or without cause) by sending a written notice to the Corporation and, upon receipt of such notice by the Corporation, such Series C Director shall be deemed to have resigned from the Board of Directors. In the event of the death, disability, resignation or removal of any Series C Director, a Majority in Interest shall have the exclusive right to designate or appoint a successor to fill the vacancy created thereby. In the event that any Series C Director determines to tender his or her resignation, he or she shall so notify the Corporation and the Board of Directors in writing and such resignation shall be effective at such time as may be indicated in such notice thereof, whereupon the Corporation, the Board of Directors and the Majority in Interest shall be immediately required to take any and all elections of directors of the Company, each Holder shall vote or cause to be voted all Shares owned by such Holder or over which such Holder has voting control, and take all other actions necessary and within or appropriate to cooperate in ensuring the removal of such Holder’s reasonable control (includingindividual; provided, without limitationthat, attendance at meetings for the avoidance of doubt, this sentence shall not be construed in person or by proxy for purposes of obtaining a quorum and execution any manner to limit the right of a written consent), Majority in Interest to remove any Series C Director at any time pursuant to the preceding sentence. At such time as there are no issued and the Company shall take all actions within its reasonable control (including, without limitation, calling special board meetings and stockholder meetings or soliciting written consents from such parties) so that the following provisions regarding the election of directors shall be effected, beginning as of the date hereof: (a) At each election of directors in which the holders outstanding shares of the Series B Preferred StockC, voting together any Series C Directors then serving as members of the Board of Directors shall be deemed to have resigned from the Board of Directors without further action by the Holders of the Series C or the Corporation. Neither the Board of Directors nor any holders of any other class of shares nor any Person or group of Persons (other than the Majority in Interest) shall have any right to remove any Series C Director from the Board of Directors without cause, such right of removal being vested exclusively with a separate classMajority in Interest. For the avoidance of doubt, are entitled nothing in the foregoing sentence shall be deemed to derogate the rights of the Corporation’s stockholders to remove any Series C Director for cause to the extent provided by the Delaware General Corporation Law; provided, that, for the avoidance of doubt, no such removal shall in any way alter or impair the rights of the Majority in Interest to elect a director (or appoint the “Series B Preferred C Director”), as long as Radius Venture Partners III, L.P. (“Radius”) owns including any shares of replacement Series B Preferred Stock, each Holder shall vote or otherwise act to elect one individual nominated by Radius (the “Radius Nominee”); the initial Radius Nominee shall be Xxxxxx X. XxxxxC Director. (b) At The Corporation and its Subsidiaries shall reimburse each election of directors Series C Director for all reasonable and documented out-of-pocket expenses incurred in which the holders connection with his or her attendance at meetings of the Series A Convertible Preferred Stock Board of Directors or any committee of the Board of Directors, and Series A-1 Preferred Stockany committees thereof, voting together as a separate classincluding travel, are entitled to elect directors (lodging and meal expenses, in accordance with the “Series A Preferred Directors”), as long as Emerald Stage2 Ventures, L.P. (“Emerald”) owns any shares of Series A Convertible Preferred Stock or Series A-1 Preferred Stock, each Holder shall vote or otherwise act to elect one individual nominated by Emerald (the “Emerald Nominee”) and, as long as Originate Growth Fund #1 Q, L.P. and/or Originate Growth Fund #1 A, L.P. (together, “Originate”) own(s) any shares of Series A Convertible Preferred Stock or Series A-1 Preferred Stock, each Holder shall vote or otherwise act to elect one individual nominated by Originate (the “Originate Nominee”); the initial Emerald Nominee shall be Xxxxx Xxxxxx and the initial Originate Nominee shall be Xxxx Xxxxxxxx;Corporation’s reimbursement policies. (c) At The Corporation shall maintain in effect at all times directors’ and officers’ indemnity insurance covering each election of directors in which Series C Director to the holders of Voting Common Stock, voting same extent and on the same terms as a separate class, are entitled to elect any directors, each Holder shall vote or otherwise act to elect two individuals nominated ’ and officers’ indemnity insurance maintained by the holders of at least a majority Corporation with respect to the other non-executive members of the voting power Board of Directors (including any additional or supplemental insurance based on membership in a committee of the Voting Common Stock, voting as a separate class (excluding any Voting Common Stock issued upon conversion Board of Preferred Stock) (Directors to the “Common Directors”extent applicable); the initial Common Directors shall be Xxxxxx X. Xxxxxxxx and Xxxxxx Xxxxxxxx; and. (d) At each election The Corporation shall not amend or alter any right to indemnification, exculpation or the advancement of directors expenses covering or benefiting any Series C Director contained in which the holders Certificate of Voting Common StockIncorporation or Bylaws as in effect on the date hereof without the prior written consent of a Majority in Interest, voting as a separate class, are entitled to elect directors, each Holder shall vote or otherwise act to elect two individuals nominated by the holders of at least a majority of the voting power of the Voting Common Stock, voting as a separate class (excluding any Voting Common Stock issued upon conversion of Preferred Stock) who are not otherwise an Affiliate (defined below) of the Company or of any Holder and who is reasonably acceptable except to the Preferred Directors currently extent (i) required by applicable law (and in office such case, in accordance with the Certificate of Incorporation or the Bylaws) or (ii) such amendment or alteration provides a broader right to indemnification, exculpation or advancement of expenses than those previously contained in the “Independent Directors”); the initial Independent Directors shall be Xxxxxx Xxxxxxxx and Xx XxxxxxxxxxCertificate of Incorporation or Bylaws, as applicable. (e) For purposes No confidentiality or similar policy applicable to directors, officers or employees of this Agreementthe Corporation shall preclude any Series C Director from sharing information with a Holder that agrees in writing to maintain the confidentiality of such information, an individual, firm, corporation, partnership, association, limited liability company, trust provided that no Series C Director will share information with a Holder that would be reasonably likely to waive the attorney-client privilege between the Corporation and its counsel or serve to waive the work-product doctrine or any other entity similarly protective privilege or doctrine. (collectivelyf) To the extent elected or appointed by the Majority in Interest, a “Person”) the Corporation shall, and shall be deemed an “Affiliate” use its reasonable best efforts to cause its directors, officers and employees to, take all actions necessary and within its and their control and to the extent permissible by Law to cause the election, appointment, removal or replacement of another Person who, directly or indirectly, controls, is controlled by or is under common control with such Person, including, without limitation, any general partner, managing member, officer or director of such Person or any venture capital fund now or hereafter existing that is controlled by one or more general partners or managing members of, or shares the same management company with, such PersonSeries C Director as provided for herein.

Election of Directors. In From and after the Trigger Date (as defined in Section 6(b) below), for so long as any holder of Series C Preferred Stock (the “Series C Holder”) (and/or any Affiliate thereof) holds outstanding shares of Series C Preferred Stock, Series B Preferred Stock and/or preferred stock convertible or exchangeable for shares of Common Stock, that, on an as-converted basis, together with any shares of Common Stock held by the Series C Holder (and/or any Affiliate thereof) represent the percentage (the “Series C Preferred Stock Percentage”) of the outstanding shares of Common Stock set forth below, after giving effect to the conversion into Common Stock of all outstanding shares of Series C Preferred Stock, Series B Preferred Stock and all elections such preferred stock, such Series C Holder, exclusively and as a separate class, shall be entitled to elect the number of directors of the CompanyCorporation (the “Series C Directors”) opposite such percentage. In the event that the size of the board of directors is increased in accordance with Section 6(c)(iii) below, each the Corporation and the holders of record of the shares of Series C Preferred Stock shall adjust the Series C Preferred Stock Percentages and the corresponding number of Series C Directors as such parties shall determine to be appropriate. Any director elected as provided in the preceding sentence may be removed without cause by, and only by, the affirmative vote of the Series C Holder, exclusively and as a separate class, given either at a special meeting of such stockholders duly called for that purpose or pursuant to a written consent of stockholders. If the Series C Holder fails to elect a sufficient number of directors to fill all directorships for which it is entitled to elect directors, voting exclusively and as a separate class, pursuant to the first sentence of this Section 6(a), then any directorship not so filled shall remain vacant until such time as the Series C Holder elects a person to fill such directorship by vote or cause written consent in lieu of a meeting; and no such directorship may be filled by stockholders of the Corporation other than by the Series C Holder, voting exclusively and as a separate class. The holders of record of the shares of Common Stock and of any other class or series of voting stock (including the Series C Preferred Stock), exclusively and voting together as a single class, shall be entitled to be voted all Shares owned by such Holder or over which such Holder has voting controlelect the balance of the total number of directors of the Corporation. At any meeting held for the purpose of electing a director, and take all other actions necessary and within such Holder’s reasonable control (including, without limitation, attendance at meetings the presence in person or by proxy for purposes of obtaining a quorum and execution of a written consent), and the Company shall take all actions within its reasonable control (including, without limitation, calling special board meetings and stockholder meetings or soliciting written consents from such parties) so that the following provisions regarding the election of directors shall be effected, beginning as of the date hereof: (a) At each election of directors in which the holders of a majority of the Series B Preferred Stock, voting together as a separate class, are outstanding shares of the class or series entitled to elect such director shall constitute a director (quorum for the “Series B Preferred Director”purpose of electing such director. Except as otherwise provided in this Section 6(a), as long as Radius Venture Partners III, L.P. (“Radius”) owns a vacancy in any shares of Series B Preferred Stock, each Holder shall vote or otherwise act to elect one individual nominated by Radius (the “Radius Nominee”); the initial Radius Nominee shall be Xxxxxx X. Xxxxx. (b) At each election of directors in which the holders of the Series A Convertible Preferred Stock and Series A-1 Preferred Stock, voting together as a separate class, are entitled to elect directors (the “Series A Preferred Directors”), as long as Emerald Stage2 Ventures, L.P. (“Emerald”) owns any shares of Series A Convertible Preferred Stock or Series A-1 Preferred Stock, each Holder shall vote or otherwise act to elect one individual nominated by Emerald (the “Emerald Nominee”) and, as long as Originate Growth Fund #1 Q, L.P. and/or Originate Growth Fund #1 A, L.P. (together, “Originate”) own(s) any shares of Series A Convertible Preferred Stock or Series A-1 Preferred Stock, each Holder shall vote or otherwise act to elect one individual nominated by Originate (the “Originate Nominee”); the initial Emerald Nominee shall be Xxxxx Xxxxxx and the initial Originate Nominee shall be Xxxx Xxxxxxxx; (c) At each election of directors in which the holders of Voting Common Stock, voting as a separate class, are entitled to elect directors, each Holder shall vote or otherwise act to elect two individuals nominated directorship filled by the holders of at least a majority of the voting power of the Voting Common Stock, voting as a separate any class (excluding any Voting Common Stock issued upon conversion of Preferred Stock) (the “Common Directors”); the initial Common Directors or series shall be Xxxxxx X. Xxxxxxxx and Xxxxxx Xxxxxxxx; and (d) At each election filled only by vote or written consent in lieu of directors in which a meeting of the holders of Voting Common Stock, voting as a separate class, are entitled to elect directors, each Holder shall vote such class or otherwise act to elect two individuals nominated series or by any remaining director or directors elected by the holders of at least a majority of the voting power of the Voting Common Stock, voting as a separate such class (excluding any Voting Common Stock issued upon conversion of Preferred Stock) who are not otherwise an Affiliate (defined below) of the Company or of any Holder and who is reasonably acceptable series pursuant to the Preferred Directors currently in office (the “Independent Directors”this Section 6(a); the initial Independent Directors shall be Xxxxxx Xxxxxxxx and Xx Xxxxxxxxxx. (e) For purposes of this Agreement, an individual, firm, corporation, partnership, association, limited liability company, trust or any other entity (collectively, a “Person”) shall be deemed an “Affiliate” of another Person who, directly or indirectly, controls, is controlled by or is under common control with such Person, including, without limitation, any general partner, managing member, officer or director of such Person or any venture capital fund now or hereafter existing that is controlled by one or more general partners or managing members of, or shares the same management company with, such Person.

Election of Directors. In (a) The Investors shall have the right to notify the Company and Upfield (or the then current owner of a majority of the Upfield Shares who shall then be obligated to coordinate with all other owners of the Upfield Shares), as early as possible prior to the election of the directors of the Company, but, in any event, according to the provisions of the Bylaws of the Company and all elections at least thirty (30) calendar days prior to such vote, the names of up to three (3) persons to be nominated by the Investors (the "Investor Nominees") to serve as directors of the Company pursuant to this Voting Agreement. To do so, the Investors holding more than one-half of the Registrable Securities (as defined in the Investors' Rights Agreement), assuming, if necessary, that any Convertible Notes then outstanding have been converted pursuant to the terms thereof (a "Majority"), shall provide the Company and Upfield (or the then current owner of a majority of the Upfield Shares) with written notice of the Investor Nominees, their individual qualifications for directorship, any information necessary to be included in the Company's proxy or information statement (if then a public reporting corporation under the Securities Exchange Act of 1934, as amended (the "Exchange Act")) and any other information the Company may need or shall reasonably request in order to assess qualification under the provisions of Section 3(c) below (collectively, "Relevant Information"). Subject to a determination by the Company that the Investor Nominees meet the requirements specified in Section 3(c) below and further subject to Section 3(e) below, the Investor Nominees will be included in the slate proposed by the Company and the Company agrees that the Investor Nominee so proposed will be included in the slate of directors supported by management in the election of directors of the Company, each Holder shall vote or cause . Nomination as provided herein must occur prior to be voted all Shares owned by such Holder or over which such Holder has voting control, and take all other actions necessary and within such Holder’s reasonable control (including, without limitation, attendance at meetings in person or by proxy for purposes of obtaining a quorum and execution of a written consent), and the Company shall take all actions within its reasonable control (including, without limitation, calling special board meetings and stockholder meetings or soliciting written consents from such parties) so that the following provisions regarding the election of directors shall be effected, beginning as of the date hereof: (a) At each election of directors in with respect to which the Investors shall desire to propose Investor Nominees, whether at an annual or special meeting or otherwise, and neither the holders of the Series B Preferred Stock, voting together Upfield Shares nor the Company are under any obligation to seek out such nominations from the Investors or to assume that the Investors intend for existing directors to stand for re-election. In no event shall the Investors be required to propose any Investor Nominee for election as a separate class, are entitled to elect a director (of the “Series B Preferred Director”), as long as Radius Venture Partners III, L.P. (“Radius”) owns any shares of Series B Preferred Stock, each Holder shall vote or otherwise act to elect one individual nominated by Radius (the “Radius Nominee”); the initial Radius Nominee shall be Xxxxxx X. XxxxxCompany. (b) At Upfield and any subsequent owners of the Upfield Shares shall have the right to notify the Company and the Investors (or the then current owner of a majority of the Investors' Shares who shall then be obligated to coordinate with all other owners of the Investors' Shares) as early as possible prior to the election of the directors of the Company, but, in any event, according to the provisions of the Bylaws of the Company and at least thirty (30) calendar days prior to such vote, the names of up to three (3) persons to be nominated by Upfield or any subsequent owners of the Upfield Shares (the "Upfield Nominees") to serve as directors of the Company pursuant to this Voting Agreement. To do so, the owners holding more than one-half of the Upfield Shares shall provide the Company and the investors (or the then current owner of a Majority) with written notice of all Relevant Information regarding the Upfield Nominees. Subject to a determination by the Company that the Upfield Nominees meet the requirements specified in Section 3(c) below and further subject to Section 3(e) below, the Upfield Nominees will be included in the slate proposed by the Company and the Company agrees that the Upfield Nominees so proposed will be included in the slate of directors supported by management in the election of directors of the Company. Nomination as provided herein must occur prior to each election of directors in with respect to which the holders Upfield or any subsequent owner of the Series A Convertible Preferred Stock Upfield Shares shall desire to propose Upfield Nominees, whether at an annual or special meeting or otherwise, and Series A-1 Preferred Stockthe Company is under no obligation to seek out such nominations from the owners of the Upfield Shares or to assume that such owners intend for existing directors to stand for re-election. At any time any Upfield Nominees are proposed for election as directors of the Company Xxxxxxx X. Xxxxxx shall be one of the designated Upfield Nominees, voting together provided he is then willing and able to serve as a separate classdirector of the Company. In no event shall Upfield or any subsequent owner of the Upfield Shares be required to propose any Upfield Nominee for election as director of the Company. (c) The persons maintaining rights of nomination under the provisions of Section 3(a) and 3(b) above (collectively, are entitled to elect directors (the “Series A Preferred Directors”"Nominators"), agree to only nominate those persons as long Investor Nominees or Upfield Nominees, as Emerald Stage2 Venturesappropriate, L.P. (“Emerald”) owns any shares who possess the qualifications, business experience, industry exposure and/or other attributes appropriate for a director of Series A Convertible Preferred Stock or Series A-1 Preferred Stocka business corporation such as the Company. In furtherance of the foregoing, each Holder shall vote or otherwise act to elect one individual nominated by Emerald (Investors acknowledge that the “Emerald Nominee”) Company is currently a reporting corporation under the Exchange Act and, as long such, certain statutes, rules, guidelines and/or other criteria promulgated under or by the Exchange Act, the NASD, one or more applicable stock exchange or automated quotation system and/or otherwise, either currently applicable to the Company or applicable to the Company in the future, regulate who is a suitable person to serve as Originate Growth Fund #1 Qa director of the Company. Consequently, L.P. and/or Originate Growth Fund #1 Athe Nominators agree to ensure that any and all Investor Nominees or Upfield Nominees, L.P. as appropriate, nominated by the Nominators pursuant to the provisions hereof meet all such statutes, rules, guidelines and other criteria applicable to and binding upon the Company. (togetherd) In any election of directors of the Company to elect the Investor Nominees, “Originate”the persons or entities holding Upfield Shares each hereby agree to vote at any regular or special meeting of stockholders (or by written consent) own(s) any such number of shares of Series A Convertible Preferred Common Stock then owned by them (or Series A-1 Preferred Stockas to which they then have voting power) for the Investor Nominees. Upon execution hereof, each Holder shall vote or otherwise act to elect one individual nominated by Originate (the “Originate Nominee”); Investors unanimously agree that the initial Emerald Nominee Investor Nominees shall be Xxxxxxx X. Xxxxxxxx, Xxxxxxx Xxxxxxxx and Xxxxx Xxxxxx and the initial Originate Nominee Upfield Nominees shall be Xxxx Xxxxxxxx; (c) At each current Board members Xxxxx X. Upfield, Xxxxx X. Upfield and Xxxxxxx X. Xxxxxx. Further, in any election of directors in which the holders of Voting Common Stock, voting as a separate class, are entitled to elect directors, each Holder shall vote or otherwise act to elect two individuals nominated by the holders of at least a majority of the voting power of the Voting Common Stock, voting as a separate class (excluding any Voting Common Stock issued upon conversion of Preferred Stock) (the “Common Directors”); the initial Common Directors shall be Xxxxxx X. Xxxxxxxx and Xxxxxx Xxxxxxxx; and (d) At each election of directors in which the holders of Voting Common Stock, voting as a separate class, are entitled to elect directors, each Holder shall vote or otherwise act to elect two individuals nominated by the holders of at least a majority of the voting power of the Voting Common Stock, voting as a separate class (excluding any Voting Common Stock issued upon conversion of Preferred Stock) who are not otherwise an Affiliate (defined below) of the Company to elect the Upfield Nominees, the persons or entities holding Investors' Shares each hereby agree to vote at any regular or special meeting of any Holder and who is reasonably acceptable stockholders (or by written consent) such number of shares of Common Stock then owned by them (or as to which they then have voting power) for the Preferred Directors currently in office (the “Independent Directors”); the initial Independent Directors shall be Xxxxxx Xxxxxxxx and Xx XxxxxxxxxxUpfield Nominees. (e) For purposes of this Agreement, an individual, firm, corporation, partnership, association, limited liability company, trust or any other entity (collectively, a “Person”) Nothing contained herein shall be deemed an “Affiliate” to supersede, override or otherwise control the Board of another Person whoDirectors' fiduciary obligations, directly or indirectly, controls, is controlled by or is under common control with such Person, including, without limitation, including any general partner, managing member, officer or director obligation relating to the nomination of such Person or any venture capital fund now or hereafter existing that is controlled by one or more general partners or managing members ofappropriate persons to the Board. (f) To the extent the Nominators do not timely exercise their right to nominate the Investor Nominees, or shares the same management company withUpfield Nominees, as the case may be, under the terms hereof, (1) the Board is free to propose any slate of nominees to the shareholders it shall deem appropriate, (2) the holders of the Upfield Shares are free to vote such PersonUpfield Shares any way they deem appropriate and (3) the holders of the Investors' Shares are free to vote such Investors' Shares any way they deem appropriate.

Election of Directors. In any and all elections of directors of the Company, each Holder shall vote or cause to be voted all Shares owned by such Holder or over which such Holder has voting control, and take all other actions necessary and within such Holder’s reasonable control (including, without limitation, attendance at meetings in person or by proxy for purposes of obtaining a quorum and execution of a written consent), and the Company shall take all actions within its reasonable control (including, without limitation, calling special board meetings and stockholder meetings or soliciting written consents from such parties) so that the following provisions regarding the election of directors shall be effected, beginning as of the date hereof: (a) At each election The Series C Voting Preferred Stock will be entitled, for so long as any shares of directors in which Series C Voting Preferred Stock are outstanding, to elect three directors, who will be elected exclusively by the holders of the Series B C Voting Preferred Stock, voting together . One candidate to serve as a separate classSeries C Director will be nominated by each of the IAM, are entitled the IBT and ALPA. The three candidates will be appointed to elect Wings’ board of directors within ten days after the effective date of this Letter Agreement. Thereafter, whenever any such Series C Director’s (or successor Series C Director’s) term of office ends, a director (successor candidate to serve as a Series C Director will be nominated by the “Union that nominated such original Series B Preferred C Director”), as long as Radius Venture Partners III, L.P. (“Radius”) owns any . An agreement or agreements reasonably acceptable to the Unions will be entered into among the Unions to provide for the voting of shares of Series B C Voting Preferred StockStock in favor of the election of candidates nominated by the respective Unions as provided in this Section 5.1. The Unions and Wings agree that they will not, each Holder shall vote and Wings will agree to cause the members of its board of directors not to, take any action to oppose or otherwise act seek to elect one individual reduce the number of votes cast in favor of the election of any candidate so nominated. During the Wage Savings Period, the size of the Wings board may be increased only if additional Series C Directors are appointed so that Series C Directors constitute no less than 20% of the total directors. After the Wage Savings Period, the number of Series C Directors will be the greater of (i) three or (ii) 15% of the total number of directors and Wings may increase the size of the board at any time. In the event of any increase in the number of Series C Directors as a result of the foregoing provisions, such additional Series C Directors will be nominated by Radius the unanimous vote of the existing Series C Directors. Holders of Series C Voting Preferred Stock will not be entitled to vote such stock for the election of any directors of Wings other than the Series C Directors, except that (i) the “Radius Nominee”); nomination or election of a director to fill the initial Radius Nominee shall position on the Wings board currently held by Xx. Xxxxxxx will be Xxxxxx X. Xxxxxdecided by the unanimous vote of all directors, including Series C Directors, and (ii) Wings’ by-laws will be amended to provide that throughout the Wage Savings Period, (x) the nomination or election of directors to fill any vacancies in the positions on the Wings board currently held by Messrs. Dasburg and Kempner, and the position held by the successor to Xx. Xxxxxxx, and (y) the nomination or election of any director whose seat is not contractually obligated to be filled by an equity holder or creditor of Wings, will be decided by a majority vote of all directors, including the Series C Directors. (b) At each election of directors in which the holders The entitlement of the Series A Convertible C Voting Preferred Stock and Series A-1 Preferred Stock, voting together as a separate class, are entitled to elect directors (the “Series A Preferred Directors”), as long as Emerald Stage2 Ventures, L.P. (“Emerald”) owns any C Directors will expire on the first date on which no shares of Series A Convertible C Voting Preferred Stock are outstanding, whether as a result of conversions, exchanges, repurchases or Series A-1 Preferred Stock, each Holder shall vote or otherwise act to elect one individual nominated by Emerald (the “Emerald Nominee”) and, as long as Originate Growth Fund #1 Q, L.P. and/or Originate Growth Fund #1 A, L.P. (together, “Originate”) own(s) any shares of Series A Convertible Preferred Stock or Series A-1 Preferred Stock, each Holder shall vote or otherwise act to elect one individual nominated by Originate (the “Originate Nominee”); the initial Emerald Nominee shall be Xxxxx Xxxxxx and the initial Originate Nominee shall be Xxxx Xxxxxxxx;redemptions. (c) At The Series C Directors will have the same status as other Wings directors, must be citizens of the United States and will be subject to the provisions of Wings’ by-laws applicable to all directors. Each of the Wings directors (including the Series C Directors) will be entitled to cast one vote on each and every matter presented to the Board for a vote except for the nomination and election of directors in directors, as to which the holders of Voting Common StockSeries C Directors will have only the limited voting rights specified in Section 5.1(a). Any interim vacancy among the Series C Directors, voting whether such vacancy occurs as a separate classresult of resignation, are entitled to elect directorsdeath, each Holder shall vote removal or otherwise act to elect two individuals otherwise, will be filled, effective at the beginning of the next board meeting, by a designee nominated by the holders of at least a majority Union that nominated the previous holder of the voting power of the Voting Common Stock, voting as a separate class (excluding any Voting Common Stock issued upon conversion of Preferred Stock) (the “Common Directors”); the initial Common Directors shall be Xxxxxx X. Xxxxxxxx and Xxxxxx Xxxxxxxx; andvacant position. (d) At each election Each of the Series C Directors will serve as directors in which of Wings, NWA Inc. and the holders Company and all provisions with respect to the size and composition of Voting Common Stock, voting as a separate class, are entitled to elect the board of directors, each Holder shall vote super-majority voting rights, blocking rights, board committees or otherwise act other protections or safeguards for the Series C Directors will be equally applicable to elect two individuals nominated by NWA Inc. and the holders of at least a majority of the voting power of the Voting Common Stock, voting as a separate class (excluding any Voting Common Stock issued upon conversion of Preferred Stock) who are not otherwise an Affiliate (defined below) of the Company or of any Holder and who is reasonably acceptable to the Preferred Directors currently in office (the “Independent Directors”); the initial Independent Directors shall be Xxxxxx Xxxxxxxx and Xx XxxxxxxxxxCompany. (e) For purposes The Wings by-laws will be amended to provide that the Wings certificate of incorporation and by-laws may not be amended to abrogate any of the terms or rights or powers of the Employee Stock or the Series C Directors specified in this Agreement, an individual, firm, corporation, partnership, association, limited liability company, trust or any other entity (collectively, Letter Agreement without the approval of a “Person”) shall be deemed an “Affiliate” majority of another Person who, directly or indirectly, controls, is controlled by or is under common control with such Person, including, without limitation, any general partner, managing member, officer or director of such Person or any venture capital fund now or hereafter existing that is controlled by one or more general partners or managing members of, or shares the same management company with, such PersonSeries C Directors.

Election of Directors. In any and all elections (nn) Provided that the aggregate Series B Liquidation Preference is greater than $125,000,000, (i) the Majority in Interest will have the exclusive right, voting separately as a class, to elect or appoint one director to the Board of directors Directors (which, for the purposes of this Section 12, shall refer only to the Board of Directors of the Company, each Holder shall vote or cause to be voted all Shares owned by such Holder or over which such Holder has voting control, Corporation and take all other actions necessary and within such Holder’s reasonable control (including, without limitation, attendance at meetings in person or by proxy for purposes of obtaining a quorum and execution of a written consentnot any committee thereof), and irrespective of whether the Company shall take all actions within its reasonable control (including, without limitation, calling special board meetings and stockholder meetings or soliciting written consents from Board of Directors has nominated such parties) so that the following provisions regarding the election of directors shall be effected, beginning as of the date hereof: (a) At each election of directors in which the holders of the Series B Preferred Stock, voting together as a separate class, are entitled to elect a director Person (the “Series B Preferred Director”), as long as Radius Venture Partners III(ii) notwithstanding anything to the contrary herein, L.P. (“Radius”) owns in the Certificate of Incorporation or in the Bylaws, a Majority in Interest shall have the exclusive right to remove any shares of Series B Preferred Stock, each Holder shall vote Director at any time for any reason or otherwise act no reason (with or without cause) by sending a written notice to elect one individual nominated by Radius (the “Radius Nominee”); the initial Radius Nominee shall be Xxxxxx X. Xxxxx. (b) At each election of directors in which the holders of the Series A Convertible Preferred Stock and Series A-1 Preferred Stock, voting together as a separate class, are entitled to elect directors (the “Series A Preferred Directors”), as long as Emerald Stage2 Ventures, L.P. (“Emerald”) owns any shares of Series A Convertible Preferred Stock or Series A-1 Preferred Stock, each Holder shall vote or otherwise act to elect one individual nominated by Emerald (the “Emerald Nominee”) Corporation and, as long as Originate Growth Fund #1 Q, L.P. and/or Originate Growth Fund #1 A, L.P. (together, “Originate”) own(s) any shares upon receipt of Series A Convertible Preferred Stock or Series A-1 Preferred Stock, each Holder shall vote or otherwise act to elect one individual nominated by Originate (the “Originate Nominee”); the initial Emerald Nominee shall be Xxxxx Xxxxxx and the initial Originate Nominee shall be Xxxx Xxxxxxxx; (c) At each election of directors in which the holders of Voting Common Stock, voting as a separate class, are entitled to elect directors, each Holder shall vote or otherwise act to elect two individuals nominated such notice by the holders of at least a majority of the voting power of the Voting Common StockCorporation, voting as a separate class (excluding any Voting Common Stock issued upon conversion of Preferred Stock) (the “Common Directors”); the initial Common Directors shall be Xxxxxx X. Xxxxxxxx and Xxxxxx Xxxxxxxx; and (d) At each election of directors in which the holders of Voting Common Stock, voting as a separate class, are entitled to elect directors, each Holder shall vote or otherwise act to elect two individuals nominated by the holders of at least a majority of the voting power of the Voting Common Stock, voting as a separate class (excluding any Voting Common Stock issued upon conversion of Preferred Stock) who are not otherwise an Affiliate (defined below) of the Company or of any Holder and who is reasonably acceptable to the Preferred Directors currently in office (the “Independent Directors”); the initial Independent Directors shall be Xxxxxx Xxxxxxxx and Xx Xxxxxxxxxx. (e) For purposes of this Agreement, an individual, firm, corporation, partnership, association, limited liability company, trust or any other entity (collectively, a “Person”) such Series B Director shall be deemed an “Affiliate” to have resigned from the Board of another Person whoDirectors, directly and (iii) in the event of the death, disability, resignation or indirectlyremoval of any Series B Director, controlsa Majority in Interest shall have the exclusive right to designate or appoint a successor to fill the vacancy created thereby. In the event that any Series B Director offers to tender his or her resignation, the Board of Directors shall promptly determine whether to accept such resignation and, if the Board of Directors chooses to accept such resignation, the Corporation and the Majority In Interest shall be immediately required to take any and all actions necessary or appropriate to cooperate in ensuring the removal of such individual; provided, that, for the avoidance of doubt, this sentence shall not be construed in any manner to limit the right of a Majority In Interest to remove the Series B Director at any time pursuant to clause (ii) above. At such time as the Aggregate Series B Liquidation Preference is controlled by or is under common control with such Person, including, without limitationnot greater than $125,000,000, any general partner, managing member, officer Series B Director shall be deemed to have resigned from the Board of Directors without further action by the Holders or director the Corporation. Neither the Board of such Directors nor any holders of Senior Stock or any Person or group of Persons (other than the Majority in Interest) shall have any venture capital fund now or hereafter existing that is controlled by one or more general partners or managing members of, or shares right to remove any Series B Director from the same management company withBoard of Directors without cause, such Personright of removal being vested exclusively with a Majority in Interest. For the avoidance of doubt, nothing in the foregoing sentence shall be deemed to derogate the rights of the Corporation’s stockholders to remove any Series B Director for cause to the extent provided by the Delaware General Corporation Law; provided, that, for the avoidance of doubt, no such removal shall in any way alter or impair the rights of the Majority in Interest to elect or appoint the Series B Director, including any replacement Series B Director.

Election of Directors. In (a) A director of the Company (other than a Preferred Director, who shall be elected solely as set out in Article 12.3(c)) may only be elected: (i) by a vote of the Members conducted in accordance with Article 12.3(b) at an Annual Meeting, provided always that (A) any and all elections such election shall only take place at an Annual Meeting at which the term of a class of directors expires in accordance with Article 12.2 (and such election shall only relate to that class of directors); and (B) the first such election shall take place at the first Annual Meeting after the IPO Date, at which the term of the Company, each Holder shall vote or cause initial Class I Directors expires in accordance with Article 12.2(e); or (ii) pursuant to be voted all Shares owned by such Holder or over which such Holder has voting controlArticle 12.20 below, and take all other actions necessary and within such Holder’s reasonable control in each case subject always to any upper limit on the number of directors prescribed pursuant to Article 12.1. (including, without limitation, attendance b) Directors shall be elected at meetings an Annual Meeting by a plurality of the votes of the shares present in person or represented by proxy for purposes of obtaining a quorum at the meeting and execution of a written consent), and the Company shall take all actions within its reasonable control (including, without limitation, calling special board meetings and stockholder meetings or soliciting written consents from such parties) so that the following provisions regarding entitled to vote on the election of directors. The following procedure shall apply to such elections: (i) The notice of each Annual Meeting at which the term of a class of directors is expiring shall be effected, beginning as of the date hereofstate: (a) At each election the class of directors whose term is expiring, the number of directors currently in which that class and the holders number of seats on the Series B Preferred Stock, voting together as a separate class, are entitled Board of Directors that shall be subject to elect a director an election at the Annual Meeting (the “Series B Preferred Director”), as long as Radius Venture Partners III, L.P. (“Radius”) owns any shares of Series B Preferred Stock, each Holder shall vote or otherwise act to elect one individual nominated by Radius (the “Radius NomineeAvailable Board Seats”); the initial Radius Nominee shall be Xxxxxx X. Xxxxx.and (b) At whether the directors whose term is expiring are standing for re-election and whether any other person has been duly nominated for election as a director in accordance with Article 11.5 (all such directors standing for re-election and all such nominees collectively being the “Candidates”). (ii) The Chairman shall cause a poll to be taken for each Available Board Seat. The only available voting option on such poll shall be to vote “for” a particular Candidate or to “abstain” (and all “against” or similar votes shall be disregarded). All Candidates (except those already elected in accordance with this Article) shall be put forward for election as a director in respect of each Available Board Seat. In respect of each such poll, the Candidate receiving the highest number of votes of the shares present in person or represented by proxy at the meeting and entitled to vote on the election of directors in which the holders of the Series A Convertible Preferred Stock and Series A-1 Preferred Stock, voting together as a separate class, are entitled to elect directors (the “Series A Preferred Directors”), as long as Emerald Stage2 Ventures, L.P. (“Emerald”) owns any shares of Series A Convertible Preferred Stock or Series A-1 Preferred Stock, each Holder shall vote or otherwise act to elect one individual nominated by Emerald (the “Emerald Nominee”) and, as long as Originate Growth Fund #1 Q, L.P. and/or Originate Growth Fund #1 A, L.P. (together, “Originate”) own(s) any shares of Series A Convertible Preferred Stock or Series A-1 Preferred Stock, each Holder shall vote or otherwise act to elect one individual nominated by Originate (the “Originate Nominee”); the initial Emerald Nominee shall be Xxxxx Xxxxxx and the initial Originate Nominee shall be Xxxx Xxxxxxxx; (c) At each election of directors in which the holders of Voting Common Stock, voting as a separate class, are entitled to elect directors, each Holder shall vote or otherwise act to elect two individuals nominated by the holders of at least notwithstanding that such votes may represent less than a majority of the voting power votes represented at the meeting and may not constitute a Resolution of Members) shall be elected as a director for that Available Board Seat. Once a Candidate is elected as a director, the remaining Candidates who have not been elected as directors shall be put forward for the next Available Board Seat, with the Candidate receiving the highest number of votes of the Voting Common Stock, voting as a separate class (excluding any Voting Common Stock issued upon conversion of Preferred Stock) (shares present in person or represented by proxy at the “Common Directors”); meeting and entitled to vote on the initial Common Directors shall be Xxxxxx X. Xxxxxxxx and Xxxxxx Xxxxxxxx; and (d) At each election of directors in which the holders of Voting Common Stock, voting as a separate class, are entitled to elect directors, each Holder shall vote or otherwise act to elect two individuals nominated by the holders of at least (notwithstanding that such votes may represent less than a majority of the voting power votes represented at the meeting and may not constitute a Resolution of the Voting Common Stock, voting Members) for each such poll being elected as a separate class (excluding any Voting Common Stock issued upon conversion of Preferred Stock) who director for that next Available Board Seat and so on until there are not otherwise an Affiliate (defined below) of the Company or of any Holder and who is reasonably acceptable to the Preferred Directors currently in office (the “Independent Directors”); the initial Independent Directors shall be Xxxxxx Xxxxxxxx and Xx Xxxxxxxxxxno more Available Board Seats. (eiii) For purposes the avoidance of doubt, if the number of Available Board Seats exceeds the number of Candidates the Board of Directors may fill the vacancy pursuant to Article 12.20 or reduce the size of the Board pursuant to Article 12.1. (iv) The Board of Directors may by Resolution of Directors confirm and approve the appointment of directors elected pursuant to this Agreement, an individual, firm, corporation, partnership, association, limited liability company, trust or any other entity (collectively, a “Person”) shall be deemed an “Affiliate” of another Person who, directly or indirectly, controls, is controlled by or is under common control with such Person, including, without limitation, any general partner, managing member, officer or director of such Person or any venture capital fund now or hereafter existing that is controlled by one or more general partners or managing members of, or shares the same management company with, such PersonArticle 12.3.

Election of Directors. In From and after the Effective Date and until the provisions of this Section 2(a) cease to be effective in accordance with Section 2(e), each holder of Stockholder Shares shall vote all of such holder’s Stockholder Shares that are voting shares and any and all elections of directors other voting securities of the Company, each Holder shall vote or cause to be voted all Shares owned by such Holder or Company over which such Holder holder has voting control, control and shall take all other necessary or desirable actions necessary and within such Holderholder’s reasonable control reasonably requested in good faith by the Material Holder Sponsors (whether in such holder’s capacity as a stockholder, director, member of a Board committee or officer of the Company or otherwise, and including, without limitation, attendance at meetings in person or by proxy for purposes of obtaining a quorum and execution of a written consent), consents in lieu of meetings) and the Company shall take take, and shall cause its subsidiaries to take, all necessary or desirable actions within its reasonable control reasonably requested in good faith by the Material Holder Sponsors (including, without limitation, calling special board meetings Board and stockholder meetings stockholders meetings), so that, subject to Section 2(c) below: (i) the authorized number of directors on the Board shall be eleven (11) directors (or soliciting written consents such greater or lesser number of directors as jointly determined from such partiestime to time by the Sponsors); (ii) so that subject to Section 2(c) below, the following provisions regarding the election of directors individuals shall be effectedelected to the Board: (A) 4 directors designated by the Bain Sponsors, beginning of which one (the “Bain XI VCOC Director”) will be an employee of the Bain Sponsors or their Affiliates and designated by Xxxx Capital Fund XI, L.P. (the “Bain XI VCOC”), who shall be initially Xxxxxxxxxxx Xxxxxx, one (the “Bain Employee Director”) will be an employee of the Bain Sponsors or their Affiliates and designated by the Bain Sponsors, who shall be initially Xxxxx X’Xxxxxx, and two (the “Bain Independent Directors”) will be independent directors designated by the Bain Sponsors, one of whom will initially be Xxxxxxx X. Xxxxxxx with the other Bain Independent Director position to remain vacant as of the date hereof:Effective Date (collectively with their respective successors as the Bain Sponsors may appoint from time to time in accordance with the terms and conditions of this Agreement, the “Bain Directors”); (aB) At each election 4 directors designated by the Whitney Sponsors, of directors in which the holders of the Series B Preferred Stock, voting together as a separate class, are entitled to elect a director one (the “Series B Preferred Whitney VII VCOC Director”) will be an employee of the Whitney Sponsors or their Affiliates and designated by X.X. Xxxxxxx VII, L.P. (“Whitney VII”), who shall be initially Xxxxxx X. Xxxxxxxx, Xx., one (the “Whitney Employee/Designee Director”) will be an employee or other designee of the Whitney Sponsors or their Affiliates and designated by Whitney VII, who shall be initially Xxxxxx Xxxxxxx, and two (the “Whitney Independent Directors”) will be independent directors designated by the Whitney Sponsors, one of whom shall initially be Xxxxxxx Xxxxxxx with the other Whitney Independent Director position to remain vacant as of the Effective Date (collectively with their respective successors as Whitney VII and the Whitney Sponsors, as applicable, may appoint from time to time in accordance with the terms and conditions of this Agreement, the “Whitney Directors”); (C) the Chief Executive Officer of the Company, for so long as such person remains the Chief Executive Officer of the Company (the “CEO Director”); (D) the Executive Chairman of the Company, for so long as such person remains the Executive Chairman of the Company (the “Executive Chairman Director”); and (E) 1 independent director designated jointly by the Requisite Sponsors, the CEO Director and the Executive Chairman Director (the “Independent Director”), as long as Radius Venture Partners IIIwho shall not be deemed to be a designee of either Sponsor, L.P. (“Radius”) owns any shares of Series B Preferred Stock, each Holder shall vote or otherwise act to elect one individual nominated by Radius (the “Radius Nominee”); the initial Radius Nominee who shall be initially Xxxxxx X. Xxxxx. (biii) At each election of directors unless otherwise agreed in which writing by the holders Requisite Sponsors, (A) any committees of the Series A Convertible Preferred Stock and Series A-1 Preferred StockBoard shall be created only upon the approval of the Board (including, voting together for so long as a separate classSponsor is a Requisite Sponsor, are entitled to elect directors approval by at least one director appointed by such Sponsor (other than the “Series A Preferred Bain Independent Directors and Whitney Independent Directors”), as long as Emerald Stage2 Venturesapplicable)) and (B) the composition of, L.P. (“Emerald”) owns any shares of Series A Convertible Preferred Stock or Series A-1 Preferred Stockand voting rights with respect to, each Holder shall vote or otherwise act to elect one individual nominated by Emerald (the “Emerald Nominee”) and, as long as Originate Growth Fund #1 Q, L.P. and/or Originate Growth Fund #1 A, L.P. (together, “Originate”) own(s) any shares of Series A Convertible Preferred Stock or Series A-1 Preferred Stock, each Holder shall vote or otherwise act to elect one individual nominated by Originate (the “Originate Nominee”); the initial Emerald Nominee such committee shall be Xxxxx Xxxxxx and proportionately equivalent to that of the initial Originate Nominee shall be Xxxx XxxxxxxxBoard; (civ) At each election unless otherwise agreed in writing by the Requisite Sponsors, the composition of, and voting rights with respect to, the board of directors in which the holders or other governing body of Voting Common Stock, voting as a separate class, are entitled to elect directors, each Holder shall vote or otherwise act to elect two individuals nominated by the holders of at least a majority of the voting power Company’s subsidiaries, including any committees thereof, shall be proportionately equivalent to that of the Voting Common StockBoard; (v) subject to Section 2(a)(ix) and Section 2(c), voting as a separate class the removal from the Board (excluding with or without cause) of (A) the Bain XI VCOC Director shall be at the Bain XI VCOC’s written direction and (B) any Voting Common Stock issued upon conversion of Preferred Stock) (the “Common Directors”); the initial Common other Bain Directors shall be Xxxxxx X. Xxxxxxxx at the Bain Sponsors’ written direction, but only upon such written direction and Xxxxxx Xxxxxxxxunder no other circumstances; (vi) subject to Section 2(a)(ix) and Section 2(c), the removal from the Board (with or without cause) of (A) the Whitney VII VCOC Director shall be at Whitney VII’s written direction, (B) of the Whitney Employee/Designee Director shall be at Whitney VII’s written direction and (C) of the Whitney Independent Directors shall be at the Whitney Sponsors’ written direction, but, in each case, only upon such written direction and under no other circumstances; (vii) the CEO Director shall automatically be removed from the Board in connection with the cessation or termination of his or her employment with the Company, and such individual shall be replaced by the subsequent Chief Executive Officer of the Company unless otherwise jointly determined by the Requisite Sponsors; (viii) the Executive Chairman Director shall automatically be removed from the Board in connection with the cessation or termination of his or her service as Executive Chairman of the Company, and such individual shall be replaced by the subsequent Executive Chairman of the Company unless otherwise jointly determined by the Requisite Sponsors; (ix) to the extent that, pursuant to Section 2(c), a Sponsor loses its rights to designate one or more Sponsor Directors to the Board, then such Sponsor shall also lose the corresponding rights to designate representatives to committees of the Board and to the boards and similar governing bodies of the Company’s subsidiaries as provided in Section 2(a)(iv) and Section 2(a)(v); and (dx) At each election of directors subject to Section 2(a)(ix), Section 2(b)(i) and Section 2(c), in which the holders of Voting Common Stock, voting event that any director designated hereunder ceases to serve as a separate classmember of the Board during his or her term of office, are entitled to elect directors, each Holder the resulting vacancy on the Board shall vote or otherwise act to elect two individuals nominated be filled by a representative designated by the holders of at least a majority of Bain XI VCOC, the voting power of Bain Sponsors, the Voting Common StockWhitney Sponsors, voting Whitney VII or jointly by the Requisite Sponsors, the CEO Director and the Executive Chairman Director, as a separate class (excluding any Voting Common Stock issued upon conversion of Preferred Stock) who are not otherwise an Affiliate (defined below) of the Company or of any Holder applicable, as provided hereunder and who is reasonably acceptable subject to the Preferred Directors currently in office limitations contained herein (including with respect to the “Independent Directors”Sponsors’ right to appoint directors hereunder); the initial Independent Directors shall be Xxxxxx Xxxxxxxx and Xx Xxxxxxxxxx. (e) For purposes of this Agreement, an individual, firm, corporation, partnership, association, limited liability company, trust or any other entity (collectively, a “Person”) shall be deemed an “Affiliate” of another Person who, directly or indirectly, controls, is controlled by or is under common control with such Person, including, without limitation, any general partner, managing member, officer or director of such Person or any venture capital fund now or hereafter existing that is controlled by one or more general partners or managing members of, or shares the same management company with, such Person.

Election of Directors. In (a) To the extent not prohibited by applicable law and the rules of any and securities exchange on which the Company's voting capital stock is then traded, at each annual or special meeting of the stockholders of the Company occurring on or after the date of this Agreement at which directors of the Company are to be elected, or by a consent in writing of such stockholders in lieu thereof, Infinity agrees to vote (or cause to be voted) all elections shares of capital stock of the Company then owned or the voting of which is controlled by it or its Affiliates (as defined below) that are entitled to vote for the election of directors of the Company, each Holder shall vote whether now owned or cause to be voted all Shares owned by such Holder controlled or over which such Holder has voting controlif ownership or control is hereafter acquired, and take all other actions necessary and within such Holder’s reasonable control (including, without limitation, attendance at meetings in person or by proxy for purposes favor of obtaining a quorum and execution of a written consent), and the Company shall take all actions within its reasonable control (including, without limitation, calling special board meetings and stockholder meetings or soliciting written consents from such parties) so that the following provisions regarding the election of Sapexxxxxx xxx the Sapexxxxxx Xxxignee, to the extent Sapexxxxxx xxx/or the Sapexxxxxx Xxxignee has been nominated by the Company's Board of Directors or a committee thereof, as directors shall be effected, beginning as of the date hereof: (a) At each election of directors in which the holders of the Series B Preferred Stock, voting together as a separate class, are entitled to elect a director (the “Series B Preferred Director”), as long as Radius Venture Partners III, L.P. (“Radius”) owns any shares of Series B Preferred Stock, each Holder shall vote or otherwise act to elect one individual nominated by Radius (the “Radius Nominee”); the initial Radius Nominee shall be Xxxxxx X. XxxxxCompany. (b) At To the extent not prohibited by applicable law and the rules of any securities exchange on which the Company's voting capital stock is then traded, at each annual or special meeting of the stockholders of the Company occurring on or after the date of this Agreement at which directors of the Company are to be elected, or by a consent in writing of such stockholders in lieu thereof, Sapexxxxxx xxxees to vote (or cause to be voted) all shares of capital stock of the Company then owned or the voting of which is controlled by him or his Affiliates that are entitled to vote for the election of directors in which the holders of the Series A Convertible Preferred Stock and Series A-1 Preferred StockCompany, voting together whether now owned or controlled or if ownership or control is hereafter acquired, in favor of the election of such persons Infinity shall have selected as a separate classdesignees for election to the Board of Directors of the Company (collectively, are entitled to elect directors (the “Series A Preferred Directors”"Infinity Designees"), as long as Emerald Stage2 Ventures, L.P. (“Emerald”) owns any shares of Series A Convertible Preferred Stock or Series A-1 Preferred Stock, each Holder shall vote or otherwise act to elect one individual the extent the Infinity Designees have been nominated by Emerald (the “Emerald Nominee”) andCompany's Board of Directors or a committee thereof, as long as Originate Growth Fund #1 Q, L.P. and/or Originate Growth Fund #1 A, L.P. (together, “Originate”) own(s) any shares directors of Series A Convertible Preferred Stock or Series A-1 Preferred Stock, each Holder shall vote or otherwise act to elect one individual nominated by Originate (the “Originate Nominee”); the initial Emerald Nominee shall be Xxxxx Xxxxxx and the initial Originate Nominee shall be Xxxx Xxxxxxxx;Company. (c) At each Each of the Stockholders agrees that he or it (as applicable) shall vote (i) in favor of (A) the removal from the Company's Board of Directors of the Sapexxxxxx Xxxignee or an Infinity Designee, as the case may be, when such removal is demanded by Sapexxxxxx xx Infinity, as the case may be, and (B) the election of directors in which a successor designee of Sapexxxxxx xx Infinity, as the holders of Voting Common Stockcase may be, voting as a separate class, are entitled to elect directors, each Holder shall vote fill any vacancy caused by such removal or otherwise act to elect two individuals nominated by the holders of at least a majority resignation, death or disability of the voting power applicable designee and (ii) in opposition to any attempt to remove (other than for cause) Sapexxxxxx xx the Sapexxxxxx Xxxignee or Infinity Designees, as the case may be, without the written consent of the Voting Common Stock, voting as a separate class (excluding any Voting Common Stock issued upon conversion Stockholder who designated the director that is the subject of Preferred Stock) (the “Common Directors”); the initial Common Directors shall be Xxxxxx X. Xxxxxxxx and Xxxxxx Xxxxxxxx; andsuch attempt to remove. (d) At each election of directors in which the holders of Voting Common StockAs used herein, voting as "Affiliate" shall mean, with respect to a separate classStockholder, are entitled to elect directors, each Holder shall vote any person or otherwise act to elect two individuals nominated by the holders of at least a majority of the voting power of the Voting Common Stock, voting as a separate class (excluding any Voting Common Stock issued upon conversion of Preferred Stock) who are not otherwise an Affiliate (defined below) of the Company or of any Holder and who is reasonably acceptable to the Preferred Directors currently in office (the “Independent Directors”); the initial Independent Directors shall be Xxxxxx Xxxxxxxx and Xx Xxxxxxxxxx. (e) For purposes of this Agreement, an individual, firm, corporation, partnership, association, limited liability company, trust or any other entity (collectively, a “Person”) shall be deemed an “Affiliate” of another Person who, that such Stockholder directly or indirectly, indirectly controls, is controlled by or is under common control with such Person, including, without limitation, any general partner, managing member, officer or director of such Person or any venture capital fund now or hereafter existing that is controlled by one or more general partners or managing members of, or shares the same management company with, such Person.

Election of Directors. In any 6.1. Subject to applicable law and all elections stock exchange and securities market rules, during the term of directors of the Companythis Agreement, each Holder shall vote or cause to be voted all Shares owned by such Holder or over which such Holder has voting control, and take all other actions necessary and within such Holder’s reasonable control (including, without limitation, attendance at meetings in person or by proxy for purposes of obtaining a quorum and execution of a written consent), and the Company shall take all actions within its reasonable control (including, without limitation, calling special board meetings and stockholder meetings or soliciting written consents from such parties) so that action as may be necessary to cause the following provisions regarding nomination for election as Directors of the Company to be the slate of nominees as selected in accordance with Section 6.3 of this Agreement. 6.2. At each election of directors shall be effected, beginning as Directors of the date hereofCompany during the term of this Agreement each of the Stockholders shall vote (including the taking of any action by written consent, as necessary or appropriate) all shares of Capital Stock which such Stockholder is entitled to vote in favor of the slate of nominees as selected in accordance with Section 6.3 for election to the Board. 6.3. For purposes of selecting the slate of nominees referred to in Sections 6.1 and 6.2: (a) At each election of directors in which the holders A majority-in-interest of the Series B Preferred Stock, voting together as a separate class, are Chase Stockholders shall be entitled to elect a director nominate five (5) Directors (the “Series B Preferred DirectorChase Directors”), as long as Radius Venture Partners IIIthree of whom shall initially be Brad Bartek, L.P. (“Radius”) owns any shares Johnny Knorr, Robert Chase, and two of Series B Preferred Stock, each Holder shall vote or otherwise act to elect one individual whom will be the individuals nominated by Radius (Chase and approved by the “Radius Nominee”); the initial Radius Nominee shall be Xxxxxx X. XxxxxInitial Directors in accordance with such section. (b) At each election of directors in which the holders A majority-in-interest of the Series A Convertible Preferred Stock and Series A-1 Preferred Stock, voting together as a separate class, are Holdings Stockholders shall be entitled to elect directors nominate five (5) Directors (the “Series A Preferred Holdings Directors”), as long as Emerald Stage2 Ventureswho shall initially be Timothy A. Leach, L.P. Steven L. Beal, W. Howard Keenan, Jr., Tucker S. Bridwell and A. Wellford Tabor. 6.4. Subject to applicable law and stock exchange and securities market rules, in the event that any Initial Chase Director or any Chase Director is unable to serve, or once having commenced to serve, ceases for any reason to be a Director (a “EmeraldWithdrawing Chase Director”) owns any shares of Series A Convertible Preferred Stock or Series A-1 Preferred Stock), each Holder shall vote or otherwise act to elect one individual nominated by Emerald such Withdrawing Chase Director’s replacement (the “Emerald NomineeSubstitute Chase Director”) and, as long as Originate Growth Fund #1 Q, L.P. and/or Originate Growth Fund #1 A, L.P. (together, “Originate”) own(s) any shares of Series A Convertible Preferred Stock or Series A-1 Preferred Stock, each Holder shall vote or otherwise act to elect one individual nominated by Originate (on the “Originate Nominee”); the initial Emerald Nominee Board shall be Xxxxx Xxxxxx and the initial Originate Nominee shall be Xxxx Xxxxxxxx; (c) At each election of directors in which the holders of Voting Common Stock, voting as a separate class, are entitled to elect directors, each Holder shall vote or otherwise act to elect two individuals nominated designated by the holders of at least a majority of the voting power remaining Initial Chase Directors or Chase Directors, as applicable, serving as Directors at such time for the remainder of such Withdrawing Chase Director’s term as a Director. Subject to applicable law and stock exchange and securities market rules, each of the Voting Common StockStockholders agrees to take all action within such Stockholder’s power, including, but not limited to, the voting as a separate class (excluding any Voting Common of Capital Stock issued upon conversion of Preferred Stock) (the “Common Directors”); the initial Common Directors shall be Xxxxxx X. Xxxxxxxx and Xxxxxx Xxxxxxxx; and (d) At each election of directors in which the holders of Voting Common Stock, voting as a separate class, are entitled to elect directorsvote, each Holder shall vote or otherwise act to elect two individuals nominated by upon the holders written request of at least a majority of the voting power of Initial Chase Directors or Chase Directors, as applicable, serving as Directors at such time, to remove, without cause, any relevant Initial Chase Director or Chase Director. 6.5. Subject to applicable law and stock exchange and securities market rules, in the Voting Common Stockevent that any Initial Holdings Director or any Holdings Director is unable to serve, voting as or once having commenced to serve, ceases for any reason to be a separate class Director (excluding any Voting Common Stock issued upon conversion of Preferred Stock) who are not otherwise an Affiliate (defined below) of the Company or of any Holder and who is reasonably acceptable to the Preferred Directors currently in office a “Withdrawing Holdings Director”), such Withdrawing Holdings Director’s replacement (the “Independent DirectorsSubstitute Holdings Director”); ) on the initial Independent Directors Board shall be Xxxxxx Xxxxxxxx designated by a majority of the remaining Initial Holdings Directors or Holdings Directors, as applicable, serving as Directors at such time for the remainder of such Withdrawing Holdings Director’s term as a Director. Subject to applicable law and Xx Xxxxxxxxxx. (e) For purposes stock exchange and securities market rules, each of this Agreement, an individual, firm, corporation, partnership, association, limited liability company, trust or any other entity (collectively, a “Person”) shall be deemed an “Affiliate” of another Person who, directly or indirectly, controls, is controlled by or is under common control with the Stockholders agrees to take all action within such PersonStockholder’s power, including, but not limited to, the voting of Capital Stock entitled to vote, upon the written request of a majority of the Initial Holdings Directors or Holdings Directors, as applicable, serving as Directors at such time, to remove, without limitationcause, any general partner, managing member, officer relevant Initial Holdings Director or director of such Person or any venture capital fund now or hereafter existing that is controlled by one or more general partners or managing members of, or shares the same management company with, such PersonHoldings Director.

Election of Directors. In any From and all elections of directors of after the Companydate hereof, each Investor and Common Holder shall vote all of his or cause to be voted all Shares owned by such Holder or its Series A, Series B, Series B-1, Series C, Series C-1, Series D, Series D-1, Series E, Series E-1 and Common Stock which are voting shares and any other voting securities of the Company over which such Holder Investor has voting control, control and shall take all other necessary or desirable actions necessary and within such Holder’s reasonable his or its control (whether in his or its capacity as a stockholder, director, member of a board committee or officer of the Company or otherwise, and including, without limitation, attendance at meetings in person or by proxy for purposes of obtaining a quorum and execution of a written consentconsents in lieu of meetings), and the Company shall take all necessary or desirable actions within its reasonable control (including, without limitation, calling special board meetings and stockholder meetings or soliciting written consents from such parties) meetings), so that the following provisions regarding shall occur: (i) the Board shall set the number of directors by resolution, and such number shall not be more than eleven; (ii) to cause and maintain the election to the Board of directors shall be effected, beginning as three (3) designated representatives of the date hereof: (a) At each election of directors in which the holders of outstanding Series B and Series B-1 (voting as a single class on an as-if converted basis) (the "Series B Directors"); (iii) to cause and maintain the election to the Board of one (1) designated representative of WBCP (the "WBCP Director"), which shall designate the representative on the Board which the Series B Preferred StockC is entitled to elect pursuant to the Certificate of Incorporation; (iv) to cause and maintain the election to the Board of one (1) designated representative of Essex (the "Essex Director"), voting together as a separate class, which shall designate one of the two representatives on the Board which the Series D and Series E are entitled to elect a director pursuant to the Certificate of Incorporation; (v) to cause and maintain the election to the Board of one (1) designated representative of NEA (the “Series B Preferred "NEA Director”"), as long as Radius Venture Partners III, L.P. (“Radius”) owns any shares which shall designate one of Series B Preferred Stock, each Holder shall vote or otherwise act to elect one individual nominated by Radius (the “Radius Nominee”); two representatives on the initial Radius Nominee shall be Xxxxxx X. Xxxxx. (b) At each election of directors in Board which the holders of the Series A Convertible Preferred Stock D and Series A-1 Preferred Stock, voting together as a separate class, E are entitled to elect directors pursuant to the Certificate of Incorporation; and (vi) to cause and maintain the election to the Board of one (1) designated representative of the holders Series A and Common Stock (voting as a single class on an as-if converted basis) (the “"Series A Preferred Directors”A/Common Director"), as long as Emerald Stage2 Ventures, L.P. (“Emerald”) owns any shares of Series A Convertible Preferred Stock or Series A-1 Preferred Stock, each Holder shall vote or otherwise act to elect one individual nominated by Emerald (the “Emerald Nominee”) and, as long as Originate Growth Fund #1 Q, L.P. and/or Originate Growth Fund #1 A, L.P. (together, “Originate”) own(s) any shares of Series A Convertible Preferred Stock or Series A-1 Preferred Stock, each Holder shall vote or otherwise act to elect one individual nominated by Originate (the “Originate Nominee”); the . The initial Emerald Nominee Essex Director shall be Xxxxx Xxxx Xxxxxx and the initial Originate Nominee NEA Director shall be Xxxx Xxxxxxxx; Xxx Xxxxxxx. The WBCP Director shall be a member of the Audit Committee and Compensation Committee of the Board, if any. The outstanding Series D, Series D-1, Series E and Series E-1 (c) At each election of directors in which the holders of Voting Common Stock, voting as a separate class, are single class on an as-if converted basis) shall be entitled to elect directorsdesignate one (1) director to the Audit Committee and Compensation Committee of the Board, each Holder if any. If the WBCP Director ceases to serve as a member of the Board, the resulting vacancy shall vote or otherwise act be filled by a representative designated by WBCP. If the Essex Director ceases to elect two individuals nominated serve as a member of the Board, the resulting vacancy shall be filled by a representative designated by Essex. If the NEA Director ceases to serve as a member of the Board, the resulting vacancy shall be filled by a representative designated by NEA. If the Series A/Common Director ceases to serve as a member of the Board, the resulting vacancy shall be filled by a representative designated by the holders of at least a majority of the voting power of the Voting Common Stock, voting as a separate class (excluding any Voting Common Stock issued upon conversion of Preferred Stock) (the “Common Directors”); the initial Common Directors shall be Xxxxxx X. Xxxxxxxx and Xxxxxx Xxxxxxxx; and (d) At each election of directors in which the holders of Voting Common Stock, voting as a separate class, are entitled to elect directors, each Holder shall vote or otherwise act to elect two individuals nominated by the holders of at least a majority of the voting power of the Voting Common Stock, voting as a separate class (excluding any Voting Common Stock issued upon conversion of Preferred Stock) who are not otherwise an Affiliate (defined below) of the Company or of any Holder and who is reasonably acceptable to the Preferred Directors currently in office (the “Independent Directors”); the initial Independent Directors shall be Xxxxxx Xxxxxxxx and Xx Xxxxxxxxxx. (e) For purposes of this Agreement, an individual, firm, corporation, partnership, association, limited liability company, trust or any other entity (collectively, a “Person”) shall be deemed an “Affiliate” of another Person who, directly or indirectly, controls, is controlled by or is under common control with such Person, including, without limitation, any general partner, managing member, officer or director of such Person or any venture capital fund now or hereafter existing that is controlled by one or more general partners or managing members of, or shares the same management company with, such Person.Series A

Election of Directors. In (a) Each Stockholder hereby agrees to cast all votes to which such Stockholder is entitled in respect of his, her or its shares of Company Capital Stock, whether at any annual or special meeting, by written consent or otherwise, to: (i) fix the number of members of the Board at a number specified from time to time by WCAS IX, which number shall be at least two; (ii) for so long as Xxxxxx Xxxxxxx or any of its Permitted Transferees shall hold any shares of Company Capital Stock, elect as members of the Board one (1) individual designated by Xxxxxx Xxxxxxx or its Permitted Transferees and all elections reasonably acceptable to WCAS IX (such approval not to be unreasonably withheld, delayed or conditioned); (iii) elect as members of the Board such number of individuals designated by WCAS IX equal to the authorized number of directors less the one director designated pursuant to clause (ii) above; and (iv) remove from the Board (with or without cause) any director elected in accordance with this Section 8.01 upon the written request of the Company, each Holder Stockholder that designated and continues to have the right to designate such director (it being understood that no Stockholder shall vote for or cause consent to be voted all Shares owned by such Holder or over which such Holder has voting control, and take all other actions necessary and within such Holder’s reasonable control (including, without limitation, attendance at meetings in person or by proxy for purposes of obtaining a quorum and execution of a written consent), and the Company shall not take all any actions within its reasonable control to effect any other removal (including, with or without limitation, calling special board meetings and stockholder meetings or soliciting cause) of a director elected pursuant to this Section 8.01 without the written consents from such parties) so that the following provisions regarding the election of directors shall be effected, beginning as consent of the date hereof: (a) At each election of directors in which Stockholder that designated and continues to have the holders of the Series B Preferred Stock, voting together as a separate class, are entitled right to elect a director (the “Series B Preferred Director”designate such director), as long as Radius Venture Partners III, L.P. (“Radius”) owns any shares of Series B Preferred Stock, each Holder shall vote or otherwise act to elect one individual nominated by Radius (the “Radius Nominee”); the initial Radius Nominee shall be Xxxxxx X. Xxxxx. (b) At each election If, as a result of directors in which the holders death, disability, retirement, resignation or removal (with or without cause), there shall exist or occur any vacancy of the Series A Convertible Preferred Stock and Series A-1 Preferred Stock, voting together as a separate class, are Board: (i) the Person entitled to elect directors designate or nominate such director whose death, disability, retirement or removal resulted in such vacancy may designate another individual (the “Series A Preferred Directors”), as long as Emerald Stage2 Ventures, L.P. (“Emerald”) owns any shares of Series A Convertible Preferred Stock or Series A-1 Preferred Stock, each Holder shall vote or otherwise act to elect one individual nominated by Emerald (the “Emerald Nominee”) and, as long as Originate Growth Fund #1 Q, L.P. and/or Originate Growth Fund #1 A, L.P. (together, “Originate”) own(s) any shares of Series A Convertible Preferred Stock or Series A-1 Preferred Stock, each Holder shall vote or otherwise act to elect one individual nominated by Originate (the “Originate Nominee”); the initial Emerald Nominee shall be Xxxxx Xxxxxx fill such capacity and the initial Originate Nominee shall be Xxxx Xxxxxxxx; (c) At each election of directors in which the holders of Voting Common Stock, voting serve as a separate class, are entitled to elect directors, each Holder shall vote or otherwise act to elect two individuals nominated by the holders of at least a majority director of the voting power of the Voting Common Stock, voting as a separate class (excluding any Voting Common Stock issued upon conversion of Preferred Stock) (the “Common Directors”); the initial Common Directors shall be Xxxxxx X. Xxxxxxxx and Xxxxxx XxxxxxxxCompany; and (dii) At each Stockholder then entitled to vote for the election of directors in which the holders of Voting Common Stock, voting Nominee as a separate class, are entitled to elect directors, each Holder shall vote or otherwise act to elect two individuals nominated by the holders of at least a majority of the voting power of the Voting Common Stock, voting as a separate class (excluding any Voting Common Stock issued upon conversion of Preferred Stock) who are not otherwise an Affiliate (defined below) director of the Company or agrees that it will vote its shares of any Holder and who is reasonably acceptable Company Capital Stock in order to ensure that the Nominee be elected to the Preferred Directors currently in office (the “Independent Directors”); the initial Independent Directors shall be Xxxxxx Xxxxxxxx and Xx XxxxxxxxxxBoard. (e) For purposes of this Agreement, an individual, firm, corporation, partnership, association, limited liability company, trust or any other entity (collectively, a “Person”) shall be deemed an “Affiliate” of another Person who, directly or indirectly, controls, is controlled by or is under common control with such Person, including, without limitation, any general partner, managing member, officer or director of such Person or any venture capital fund now or hereafter existing that is controlled by one or more general partners or managing members of, or shares the same management company with, such Person.

Election of Directors. In any For so long as at least 40,000,000 shares of Series A Preferred Stock are outstanding (as adjusted for stock splits, stock dividends, reclassification and all elections the like occurring after the Effective Time), the holders of directors Series A Preferred Stock (voting together as a separate class and on an as-converted basis) shall be entitled to elect one (I) director of the CompanyCorporation (the “Series A Director”) at any election of directors. For so long as at least 8,000,000 shares of Series C- 2 Preferred Stock and/or rights to acquire at least 8,000,000 shares of Series C-2 Preferred Stock under the Investment Agreement are outstanding (in each case, each Holder shall vote or cause to be voted all Shares owned by such Holder or over which such Holder has voting controlas adjusted for stock splits, stock dividends, reclassification and take all other actions necessary and within such Holder’s reasonable control (including, without limitation, attendance at meetings in person or by proxy for purposes of obtaining a quorum and execution of a written consentthe like occurring after the Effective Time), the holders of Series C-2 Preferred Stock (voting together as a separate class and on an as-converted basis) (or, prior to the Company shall take all actions within its reasonable control (includingissuance of any shares of Series C-2 Preferred Stock, without limitation, calling special board meetings and stockholder meetings or soliciting written consents from such parties) so that the following provisions regarding the election of directors shall be effected, beginning as of the date hereof: (a) At each election of directors in which the holders of the right to acquire a majority of the shares of Series C-2 Preferred Stock pursuant to the Investment Agreement, by written consent) shall be entitled to designate one director of the Corporation (the “Series C-2 Director”, and together with the Series A Director, each a “Preferred Director”). The holders of Class B Common Stock (voting separately as a single class) shall be entitled to elect six directors of the Corporation at any election of directors. Notwithstanding anything to the contrary contained herein, neither the holders of Series Seed Preferred Stock, Series B Preferred Stock, voting together as a separate class, are entitled to elect a director (the “Series B Preferred Director”), as long as Radius Venture Partners III, L.P. (“Radius”) owns any shares of Series B C-1 Preferred Stock, each Holder Series C-3 Preferred Stock, Series D Preferred Stock, Series E Preferred Stock, and Series F Preferred Stock nor the holders of Class A Common Stock will be entitled to vote in the election or removal of any directors of the Corporation. Notwithstanding the provisions of Section 223(a)(I) 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 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 vote 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 otherwise act series of stock, the holders of shares of such class or series may override the action of the Board of Directors to fill such vacancy by (i) voting for their own designee to fill such vacancy at a meeting of the Corporation’s stockholders or (ii) written consent, if the consenting stockholders hold a sufficient number of shares to elect one individual nominated by Radius (their designee at a meeting of the “Radius Nominee”); stockholders. Any director may be removed during his or her term of office, either with or without cause, by, and only by, the initial Radius Nominee shall be Xxxxxx X. Xxxxx. (b) At each election affirmative vote of directors in which the holders of the Series A Convertible Preferred Stock and Series A-1 Preferred Stock, voting together as a separate class, are shares of the class or series of stock entitled to elect directors (the “Series A Preferred Directors”), as long as Emerald Stage2 Ventures, L.P. (“Emerald”) owns any shares of Series A Convertible Preferred Stock such director or Series A-1 Preferred Stock, each Holder shall vote or otherwise act to elect one individual nominated by Emerald (the “Emerald Nominee”) and, as long as Originate Growth Fund #1 Q, L.P. and/or Originate Growth Fund #1 A, L.P. (together, “Originate”) own(s) any shares of Series A Convertible Preferred Stock or Series A-1 Preferred Stock, each Holder shall vote or otherwise act to elect one individual nominated by Originate (the “Originate Nominee”); the initial Emerald Nominee shall be Xxxxx Xxxxxx and the initial Originate Nominee shall be Xxxx Xxxxxxxx; (c) At each election of directors in which the holders of Voting Common Stock, voting as a separate class, are entitled to elect directors, each Holder shall vote given either at a special meeting of such stockholders duly called for that purpose or otherwise act pursuant to elect two individuals nominated 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 least a majority of the voting power of the Voting Common Stock, voting as a separate class (excluding any Voting Common Stock issued upon conversion of Preferred Stock) (the “Common Directors”); the initial Common Directors shall be Xxxxxx X. Xxxxxxxx and Xxxxxx Xxxxxxxx; and (d) At each election of directors in which the holders of Voting Common Stock, voting as a separate class, are entitled meeting or pursuant to elect directors, each Holder shall vote or otherwise act to elect two individuals nominated by the holders of at least a majority of the voting power of the Voting Common Stock, voting as a separate class (excluding any Voting Common Stock issued upon conversion of Preferred Stock) who are not otherwise an Affiliate (defined below) of the Company or of any Holder and who is reasonably acceptable to the Preferred Directors currently in office (the “Independent Directors”); the initial Independent Directors shall be Xxxxxx Xxxxxxxx and Xx Xxxxxxxxxxwritten consent. (e) For purposes of this Agreement, an individual, firm, corporation, partnership, association, limited liability company, trust or any other entity (collectively, a “Person”) shall be deemed an “Affiliate” of another Person who, directly or indirectly, controls, is controlled by or is under common control with such Person, including, without limitation, any general partner, managing member, officer or director of such Person or any venture capital fund now or hereafter existing that is controlled by one or more general partners or managing members of, or shares the same management company with, such Person.

Election of Directors. In (a) The Investors shall have the right to notify the Company and Upfield (or the then current owner of a majority of the Upfield Shares who shall then be obligated to coordinate with all other owners of the Upfield Shares), as early as possible prior to the election of the directors of the Company, but, in any event, according to the provisions of the Bylaws of the Company and all elections at least thirty (30) calendar days prior to such vote, the names of up to four (4) persons to be nominated by the Investors (the "Investor Nominees") to serve as directors of the Company pursuant to this Voting Agreement. To do so, the Investors holding more than one-half of the Registrable Securities (as defined in the Investors' Rights Agreement) held by the Investors, assuming, if necessary, that any Convertible Notes then outstanding have been converted pursuant to the terms thereof (a "Majority"), shall provide the Company and Upfield (or the then current owner of a majority of the Upfield Shares) with written notice of the Investor Nominees, their individual qualifications for directorship, any information necessary to be included in the Company's proxy or information statement (if then a public reporting corporation under the Securities Exchange Act of 1934, as amended (the "Exchange Act")) and any other information the Company may need or shall reasonably request in order to assess qualification under the provisions of Section 2(c) below (collectively, "Relevant Information"). Subject to a determination by the Company that the Investor Nominees meet the requirements specified in Section 2(c) below and further subject to Section 2(e) below, the Investor Nominees will be included in the slate proposed by the Company and the Company agrees that the Investor Nominee so proposed will be included in the slate of directors supported by management in the election of directors of the Company, each Holder shall vote or cause . Nomination as provided herein must occur prior to be voted all Shares owned by such Holder or over which such Holder has voting control, and take all other actions necessary and within such Holder’s reasonable control (including, without limitation, attendance at meetings in person or by proxy for purposes of obtaining a quorum and execution of a written consent), and the Company shall take all actions within its reasonable control (including, without limitation, calling special board meetings and stockholder meetings or soliciting written consents from such parties) so that the following provisions regarding the election of directors shall be effected, beginning as of the date hereof: (a) At each election of directors in with respect to which the Investors shall desire to propose Investor Nominees, whether at an annual or special meeting or otherwise, and neither the holders of the Series B Preferred Stock, voting together Upfield Shares nor the Company are under any obligation to seek out such nominations from the Investors or to assume that the Investors intend for existing directors to stand for re-election. In no event shall the Investors be required to propose any Investor Nominee for election as a separate class, are entitled to elect a director (of the “Series B Preferred Director”), as long as Radius Venture Partners III, L.P. (“Radius”) owns any shares of Series B Preferred Stock, each Holder shall vote or otherwise act to elect one individual nominated by Radius (the “Radius Nominee”); the initial Radius Nominee shall be Xxxxxx X. XxxxxCompany. (b) At Upfield and any subsequent owners of the Upfield Shares shall have the right to notify the Company and the Investors (or the then current owner of a majority of the Investors' Shares who shall then be obligated to coordinate with all other owners of the Investors' Shares) as early as possible prior to the election of the directors of the Company, but, in any event, according to the provisions of the Bylaws of the Company and at least thirty (30) calendar days prior to such vote, the names of up to four (4) persons to be nominated by Upfield or any subsequent owners of the Upfield Shares (the "Upfield Nominees") to serve as directors of the Company pursuant to this Voting Agreement. To do so, the owners holding more than one-half of the Upfield Shares shall provide the Company and the Investors (or the then current owner of a Majority) with written notice of all Relevant Information regarding the Upfield Nominees. Subject to a determination by the Company that the Upfield Nominees meet the requirements specified in Section 2(c) below and further subject to Section 2(e) below, the Upfield Nominees will be included in the slate proposed by the Company and the Company agrees that the Upfield Nominees so proposed will be included in the slate of directors supported by management in the election of directors of the Company. Nomination as provided herein must occur prior to each election of directors in with respect to which the holders Upfield or any subsequent owner of the Series A Convertible Preferred Stock Upfield Shares shall desire to propose Upfield Nominees, whether at an annual or special meeting or otherwise, and Series A-1 Preferred Stockthe Company is under no obligation to seek out such nominations from the owners of the Upfield Shares or to assume that such owners intend for existing directors to stand for re-election. At any time any Upfield Nominees are proposed for election as directors of the Company Richard W. Griner shaxx xx xxx xx the designated Upfield Nominees, voting together provided he is then willing and able to serve as a separate class, are entitled director of the Company. In no event shall Upfield or any subsequent owner of the Upfield Shares be required to elect directors (propose any Upfield Nominee for election as director of the “Series A Preferred Directors”), as long as Emerald Stage2 Ventures, L.P. (“Emerald”) owns any shares of Series A Convertible Preferred Stock or Series A-1 Preferred Stock, each Holder shall vote or otherwise act to elect one individual nominated by Emerald (the “Emerald Nominee”) and, as long as Originate Growth Fund #1 Q, L.P. and/or Originate Growth Fund #1 A, L.P. (together, “Originate”) own(s) any shares of Series A Convertible Preferred Stock or Series A-1 Preferred Stock, each Holder shall vote or otherwise act to elect one individual nominated by Originate (the “Originate Nominee”); the initial Emerald Nominee shall be Xxxxx Xxxxxx and the initial Originate Nominee shall be Xxxx Xxxxxxxx;Company. (c) At each election The persons maintaining rights of directors nomination under the provisions of Section 2(a) and 2(b) above (collectively, the "Nominators"), agree to only nominate those persons as Investor Nominees or Upfield Nominees, as appropriate, who possess the qualifications, business experience, industry exposure and/or other attributes appropriate for a director of a business corporation such as the Company. In furtherance of the foregoing, Investors acknowledge that the Company is currently a reporting corporation under the Exchange Act and, as such, certain statutes, rules, guidelines and/or other criteria promulgated under or by the Exchange Act, the NASD, one or more applicable stock exchange or automated quotation system and/or otherwise, either currently applicable to the Company or applicable to the Company in which the holders of Voting Common Stockfuture, voting regulate who is a suitable person to serve as a separate classdirector of the Company. Consequently, are entitled the Nominators agree to elect directorsensure that any and all Investor Nominees or Upfield Nominees, each Holder shall vote or otherwise act to elect two individuals as appropriate, nominated by the holders of at least a majority of Nominators pursuant to the voting power of provisions hereof meet all such statutes, rules, guidelines and other criteria applicable to and binding upon the Voting Common Stock, voting as a separate class (excluding any Voting Common Stock issued upon conversion of Preferred Stock) (the “Common Directors”); the initial Common Directors shall be Xxxxxx X. Xxxxxxxx and Xxxxxx Xxxxxxxx; andCompany. (d) At each In any election of directors in which the holders of Voting Common Stock, voting as a separate class, are entitled to elect directors, each Holder shall vote or otherwise act to elect two individuals nominated by the holders of at least a majority of the voting power of the Voting Common Stock, voting as a separate class (excluding any Voting Common Stock issued upon conversion of Preferred Stock) who are not otherwise an Affiliate (defined below) of the Company to elect the Investor Nominees, the persons or entities holding Upfield Shares each hereby agree to vote at any regular or special meeting of stockholders (or by written consent) such number of shares of Common Stock then owned by them (or as to which they then have voting power) for the Investor Nominees. Further, in any Holder election of directors of the Company to elect the Upfield Nominees, the persons or entities holding Investors' Shares each hereby agree to vote at any regular or special meeting of stockholders (or by written consent) such number of shares of Common Stock then owned by them (or as to which they then have voting power) for the Upfield Nominees. As of the date hereof, the size of the Board has been set at six (6) members and who is reasonably acceptable to will remain so until such time as the Preferred Directors currently in office (size of the “Independent Directors”); the initial Independent Directors Board shall be Xxxxxx Xxxxxxxx increased, pursuant to Section 3 hereof. The Investors and Xx Xxxxxxxxxx. (e) For purposes of this Agreement, an individual, firm, corporation, partnership, association, limited liability company, trust or any other entity (collectively, a “Person”) Upfield unanimously agree that the Investor Nominees shall be deemed an “Affiliate” of another Person whocurrent Board members William Y. Tauscher, directly or indirectlyXxxxxxx Xxxxxxxx xxd Xxxxx Xxxxxx xxx the Xxxxxxx Nominees shall be current Board members James E. Upfield, controls, is controlled by or is under common control with such Person, including, without limitation, any general partner, managing member, officer or director of such Person or any venture capital fund now or hereafter existing that is controlled by one or more general partners or managing members of, or shares the same management company with, such Person.Xxxxx K.

Election of Directors. In (a) Effective as of the Closing, the Company will increase the size of the Board in order to elect or appoint two (2) Investor Directors to the Board to serve for a term expiring at the next annual meeting of the Company’s stockholders and until their successors are duly elected and qualified, pursuant to Section 13(b) of the Certificate of Designations. Notwithstanding anything to the contrary herein or in the Certificate of Designations, the provisions of Section 4.09(b) through (k) shall apply following such time that either the Investor Parties no longer hold any shares of Series A Preferred Stock. (b) Following the Closing, the Investor Parties shall have the right, but not the obligation, to nominate to the Board (i) two (2) Investor Designees, so long as the 60% Beneficial Ownership Requirement is satisfied and (ii) one (1) Investor Designee, so long as the 20% Beneficial Ownership Requirement is satisfied. (c) Upon the occurrence of the First Fall-Away of Investors Board Rights, (i) at the request of a majority of the Directors then in office or the Chairman of the Board, one of the Investor Directors shall resign immediately from the Board and any committee thereof, or the Investor Parties shall take all elections action necessary to remove such Investor Director from the Board and any committee thereof or (ii) if no such request is made, such Investor Director shall continue to serve until his or her term expires at the next annual meeting of stockholders of the Company (unless such Investor Director otherwise elects to resign). Upon the occurrence of the Second Fall-Away of Investors Board Rights, (i) at the request of a majority of the Directors then in office or the Chairman of the Board, the remaining Investor Directors shall resign immediately from the Board and any committee thereof, or the Investor Parties shall take all action necessary to remove such Investor Director from the Board and any committee thereof or (ii) if no such request is made, such Investor Director shall continue to serve until his or her term expires at the next annual meeting of stockholders of the Company. (d) Following the Closing and until the occurrence of the Second Fall-Away of Investors Board Rights, the Company agrees, to the fullest extent permitted by applicable Law (including with respect to fiduciary duties under Delaware Law), to include the Investor Designee(s) designated by the Investor Parties in accordance with this Section 4.09 in the slate of nominees recommended by the Board for election at any meeting of the Company’s stockholders called for the purpose of electing Directors and to use its best efforts to cause the election of each such Investor Designee(s) to the Board, including nominating each such individuals to be elected as a Director as provided herein, recommending such individual’s election and soliciting proxies or consents in favor thereof. Without the prior written consent of the Investor Parties, so long as the Investor Parties are entitled to designate an Investor Designee for election to the Board in accordance with this Section 4.09, the Board shall not remove the Investor Director from his or her directorship (except as required by Law, the Certificate of Designations or the Company Charter Documents in effect as of the date hereof). (e) Following the Closing and until the occurrence of the Second Fall-Away of Investors Board Rights, in the event that the Investor Parties have nominated less than the total number of Investor Designees that the Investor Parties are entitled to nominate pursuant to Section 4.09(b), then the Investor Parties shall have the right, at any time, to nominate such additional Investor Designee(s) to which it is entitled, in which case, the Company and the Directors shall take all necessary corporate action, to the fullest extent permitted by applicable Law (including with respect to fiduciary duties under Delaware Law), to (x) enable the Investor Parties to nominate and effect the election or appointment of such Investor Designee, whether by increasing the size of the Board or otherwise, and (y) designate such Investor Designees, to fill such newly created vacancies or to fill any other existing vacancies. (f) Following the Closing and until the occurrence of the Second Fall-Away of Investors Board Rights, in the event that a vacancy on the Board is created at any time by the death, disability, retirement, resignation or removal (with or without cause and other than resignation pursuant to Section 4.09(c)) of any Investor Director, then the Investor Parties, if the Investor Parties are entitled to nominate a director pursuant to this Section 4.09, may designate an Investor Designee to replace such Investor Director and, subject to Section 4.09(i) and any applicable provisions of the DGCL, the remaining Directors and the Company shall, to the fullest extent permitted by applicable Law (including with respect to fiduciary duties under Delaware Law), cause the vacancy on the Board created thereby to be filled by such Investor Designee as soon as possible, and the Company hereby agrees to take, to the fullest extent permitted by applicable Law (including with respect to fiduciary duties under Delaware Law), at any time and from time to time, all actions necessary to accomplish the same. (g) Following the Closing and until the occurrence of the Second Fall-Away of Investors Board Rights, the Investor Parties shall have the right to designate one Investor Director to each committee of the Board to the extent permitted by the applicable independence or other requirements applicable to such committee(s). (h) The parties hereto agree that the Investor Directors shall (i) not be entitled to any compensation from the Company in connection with their services as Directors and (ii) shall be entitled to reimbursement from the Company for their reasonable out-of-pocket expenses incurred by them in connection with performing their respective duties as a member of the Board (or any committee thereof), including the reasonable out-of-pocket expenses incurred by such person for attending meetings of the Board (or any committee thereof), or in connection with their service on the board or other similar governing body of any Subsidiary of the Company (or any committee thereof) to the same extent as the Company provides such reimbursement to other members of the Board. (i) The Company’s obligations to have any Investor Designee elected to the Board or nominate any Investor Designee for election as a director at any meeting of the Company’s stockholders pursuant to this Section 4.09, as applicable, shall in each case be subject to such Investor Designee not causing the Company to violate any applicable Law or rule of any securities exchange or other trading facility on which any of the Company’s securities are then listed or qualified for trading requiring that a majority of the Company’s directors be independent; provided that in no event shall such Investor Designee’s relationship with the Investor Parties or their Affiliates (or any other actual or potential lack of independence resulting therefrom) nor the ownership by the Investor Parties of any shares of Class A Preferred Stock or shares of Common Stock issuable upon conversion thereof, in and of itself, be considered to disqualify such Investor Designee from being a member of the Board pursuant to this Section 4.09. The Investor Parties will cause each Investor Designee to make himself or herself reasonably available for interviews and to consent to such reference and background checks or other investigations as the Board may reasonably request to determine the Investor Designee’s eligibility and qualification to serve as a director of the Company. No Investor Designee shall be eligible to serve on the Board if he or she has been involved in any of the events enumerated under Item 2(d) of Schedule 13D under the Exchange Act or Item 401(f) of Regulation S-K under the Securities Act or is subject to any Judgment prohibiting service as a director of any public company. As a condition to any Investor Designee’s election to the Board or nomination for election as a director of the Company at any meeting of the Company’s stockholders, the Investor Parties and the Investor Designee must provide to the Company: (i) all information requested by the Company that is required to be or is customarily disclosed for directors, candidates for directors and their respective Affiliates and Representatives in a proxy statement or other filings in accordance with applicable Law, any stock exchange rules or listing standards or the Company Charter Documents or corporate governance guidelines, in each case, relating to the Investor Designee’s election as a director of the Company or the Company’s operations in the ordinary course of business; (ii) all information reasonably requested by the Company in connection with assessing eligibility, independence and other criteria applicable to directors or satisfying compliance and legal or regulatory obligations, in each case, relating to the Investor Designee’s nomination or election, as applicable, as a director of the Company or the Company’s operations in the ordinary course of business; (iii) an undertaking in writing by the Investor Designee: a. to be subject to, bound by and duly comply with the code of conduct in the form agreed upon by the other directors of the Company, each Holder provided that no such code of conduct shall vote restrict any transfer of securities by the Investor Parties or cause their Affiliates (other than with respect to be voted all Shares owned by such Holder the Investor Director solely in his or over which such Holder has voting controlher individual capacity) except as provided herein, impose confidentiality obligations on the Investor Director other than Section 4.04 or as mandatorily applicable under applicable Law, or impose any share ownership requirement for the Investor Director; and b. to waive notice of and take all other actions necessary and within such Holder’s reasonable control (includingrecuse himself or herself from any meetings, without limitation, attendance at meetings in person deliberations or by proxy for purposes of obtaining a quorum and execution of a written consent), and the Company shall take all actions within its reasonable control (including, without limitation, calling special board meetings and stockholder meetings or soliciting written consents from such parties) so that the following provisions regarding the election of directors shall be effected, beginning as discussion of the date hereof: (a) At each election of directors in which Board or any committee thereof regarding any Transaction Document, the holders of the Series B Preferred Stock, voting together as a separate class, are entitled to elect a director (the “Series B Preferred Director”), as long as Radius Venture Partners III, L.P. (“Radius”) owns Transactions or any shares of Series B Preferred Stock, each Holder shall vote or otherwise act to elect one individual nominated by Radius (the “Radius Nominee”); the initial Radius Nominee shall be Xxxxxx X. Xxxxxother transactions involving Sponsor. (bj) At each election of directors in which The Company shall indemnify the holders Investor Directors and provide the Investor Directors with director and officer insurance to the same extent as it indemnifies and provides such insurance to other members of the Series A Convertible Preferred Stock Board, pursuant to the Company Charter Documents, the DGCL or otherwise. The Company acknowledges and Series A-1 Preferred Stockagrees that it (1) is the indemnitor of first resort (i.e., voting together as a separate class, its obligations to the Investor Director are entitled primary and any obligation of the Investor Parties or their Affiliates to elect directors advance expenses or to provide indemnification for the same expenses or liabilities incurred by the Investor Director are secondary) and (the “Series A Preferred Directors”), as long as Emerald Stage2 Ventures, L.P. (“Emerald”2) owns any shares of Series A Convertible Preferred Stock or Series A-1 Preferred Stock, each Holder shall vote or otherwise act to elect one individual nominated by Emerald (the “Emerald Nominee”) and, as long as Originate Growth Fund #1 Q, L.P. and/or Originate Growth Fund #1 A, L.P. (together, “Originate”) own(s) any shares of Series A Convertible Preferred Stock or Series A-1 Preferred Stock, each Holder shall vote or otherwise act to elect one individual nominated by Originate (the “Originate Nominee”); the initial Emerald Nominee shall be Xxxxx Xxxxxx required to advance the amount of expenses incurred by the Investor Director and the initial Originate Nominee shall be Xxxx Xxxxxxxx; (c) At each election liable for the amount of directors in which the holders of Voting Common Stock, voting as a separate class, are entitled to elect directors, each Holder shall vote or otherwise act to elect two individuals nominated all expenses and liabilities incurred by the holders of at least a majority Investor Director, in each case, to the same extent as it advances expenses and is liable for such expenses and liabilities with respect to other members of the voting power of the Voting Common StockBoard, voting as a separate class (excluding any Voting Common Stock issued upon conversion of Preferred Stock) (the “Common Directors”); the initial Common Directors shall be Xxxxxx X. Xxxxxxxx and Xxxxxx Xxxxxxxx; and (d) At each election of directors in which the holders of Voting Common Stock, voting as a separate class, are entitled pursuant to elect directors, each Holder shall vote or otherwise act to elect two individuals nominated by the holders of at least a majority of the voting power of the Voting Common Stock, voting as a separate class (excluding any Voting Common Stock issued upon conversion of Preferred Stock) who are not otherwise an Affiliate (defined below) of the Company Charter Documents, the DGCL or of otherwise, without regard to any Holder and who is reasonably acceptable to rights the Preferred Directors currently in office (the “Independent Directors”); the initial Independent Directors shall be Xxxxxx Xxxxxxxx and Xx XxxxxxxxxxInvestor Director may have against any Investor Parties or their Affiliates. (ek) For purposes The rights of the Investor Parties pursuant to this Agreement, an individual, firm, corporation, partnership, association, limited liability company, trust or Section 4.09 are personal to the Investor Parties and shall not be exercised by any Transferee other entity (collectively, than a “Person”) shall be deemed an “Affiliate” Permitted Transferee of another Person who, directly or indirectly, controls, is controlled by or is under common control with such Person, including, without limitation, any general partner, managing member, officer or director of such Person or any venture capital fund now or hereafter existing that is controlled by one or more general partners or managing members of, or shares the same management company with, such PersonInvestors.

Election of Directors. In any and all elections of directors of the Company, each Holder shall vote or cause to be voted all Shares owned by such Holder or over which such Holder has voting control, and take all other actions necessary and within such Holder’s reasonable control (including, without limitation, attendance at meetings in person or by proxy for purposes of obtaining a quorum and execution of a written consent), and the Company shall take all actions within its reasonable control (including, without limitation, calling special board meetings and stockholder meetings or soliciting written consents from such parties) so that the following provisions regarding the election of directors shall be effected, beginning as of the date hereof: (a) At Shareholder agrees to vote all Shares in each and every election of directors in which the holders or nomination of the Series B Preferred Stock, voting together as a separate class, are entitled Board of Directors of Bartram to elect noxxxxxx of Gavella to Bartram's board of xxxxxxxxx proportionate to Gavella's ownership of Bartram's outstanding xxxxx xx the time of such election or nomination. Shareholder shall not, directly or indirectly, sell, exchange, pledge, transfer, gift, grant an irrevocable proxy with respect to, devise, assign or in any other way dispose of, encumber or grant a director security interest in (the “Series B Preferred Director”hereinafter referred to as "Transfer"), as long as Radius Venture Partners IIIany Shares or any interest therein or any certificates representing any Shares, L.P. (“Radius”) owns any shares directly or indirectly, nor shall such Shareholder attempt to do so, without first obtaining the agreement of Series B Preferred Stock, each Holder such transferee to vote the Transferred Shares in accordance with the terms of this Agreement. Bartram shall vote or otherwise act send axx xxxx agreement to elect one individual nominated by Radius (DCI promptly upon the “Radius Nominee”); the initial Radius Nominee shall be Xxxxxx X. Xxxxxreceipt thereof. (b) At each election of directors Bartram agrees to take xxx xxtions required to ensure that the rights given to Gavella hereunder are effective and that it enjoys the benefits thereof. Bartram will at all tixxx xx good faith assist in which the holders carrying out of the Series A Convertible Preferred Stock provisions of this Agreement and Series A-1 Preferred Stock, voting together in the taking of all such actions as a separate class, are entitled may be necessary or appropriate in order to elect directors protect the rights of Gavella hereunder against impairment. Bartram shall not (i) xxxxxxxr on its share register any Shares which shall have been purportedly Transferred if such Transfer would be in violation of this Agreement or (ii) accord the “Series A Preferred Directors”), as long as Emerald Stage2 Ventures, L.P. (“Emerald”) owns right to vote to any shares purported Transferee to whom such Shares shall have been so Transferred in violation of Series A Convertible Preferred Stock or Series A-1 Preferred Stock, each Holder shall vote or otherwise act to elect one individual nominated by Emerald (the “Emerald Nominee”) and, as long as Originate Growth Fund #1 Q, L.P. and/or Originate Growth Fund #1 A, L.P. (together, “Originate”) own(s) any shares of Series A Convertible Preferred Stock or Series A-1 Preferred Stock, each Holder shall vote or otherwise act to elect one individual nominated by Originate (the “Originate Nominee”); the initial Emerald Nominee shall be Xxxxx Xxxxxx and the initial Originate Nominee shall be Xxxx Xxxxxxxx;this Agreement. (c) At each election of directors Provided, however, nothing in this Agreement shall prevent Bartram from issuing fxx xxxxideration new shares, including shares which the holders of Voting Common Stockmay be issued pursuant to an employee stock plan, voting as a separate class, are entitled and all such shares shall not be subject to elect directors, each Holder shall vote or otherwise act to elect two individuals nominated by the holders of at least a majority of the voting power of the Voting Common Stock, voting as a separate class (excluding any Voting Common Stock issued upon conversion of Preferred Stock) (the “Common Directors”); the initial Common Directors shall be Xxxxxx X. Xxxxxxxx and Xxxxxx Xxxxxxxx; and (d) At each election of directors in which the holders of Voting Common Stock, voting as a separate class, are entitled to elect directors, each Holder shall vote or otherwise act to elect two individuals nominated by the holders of at least a majority of the voting power of the Voting Common Stock, voting as a separate class (excluding any Voting Common Stock issued upon conversion of Preferred Stock) who are not otherwise an Affiliate (defined below) of the Company or of any Holder and who is reasonably acceptable to the Preferred Directors currently in office (the “Independent Directors”); the initial Independent Directors shall be Xxxxxx Xxxxxxxx and Xx Xxxxxxxxxx. (e) For purposes of this Agreement, an individual, firm, corporation, partnership, association, limited liability company, trust or any other entity (collectively, a “Person”) shall be deemed an “Affiliate” of another Person who, directly or indirectly, controls, is controlled by or is under common control with such Person, including, without limitation, any general partner, managing member, officer or director of such Person or any venture capital fund now or hereafter existing that is controlled by one or more general partners or managing members of, or shares the same management company with, such Person.

Election of Directors. In any and all elections The authorized number of directors of the Company, each Holder shall vote or cause to be voted all Shares owned by such Holder or over which such Holder has voting control, and take all other actions necessary and within such Holder’s reasonable control (including, without limitation, attendance at meetings in person or by proxy for purposes of obtaining a quorum and execution of a written consent), and the Company shall take all actions within its reasonable control (including, without limitation, calling special board meetings and stockholder meetings or soliciting written consents from such parties) so that the following provisions regarding the election of directors this --------------------- Corporation shall be effectedseven (7). Notwithstanding 5(a) above, beginning as of the date hereof: (a) At each election of directors in which the holders of the Series B Preferred Stock, voting together as a separate class, are entitled to elect a director (the “Series B Preferred Director”), as long as Radius Venture Partners III, L.P. (“Radius”) owns any shares of Series B Preferred Stock, each Holder shall vote or otherwise act to elect one individual nominated by Radius (the “Radius Nominee”); the initial Radius Nominee shall be Xxxxxx X. Xxxxx. (b) At each election of directors in which the holders of the Series A Convertible Preferred Stock and Series A-1 Preferred Stock, voting together as a separate class, are entitled to elect directors (the “Series A Preferred Directors”), as long as Emerald Stage2 Ventures, L.P. (“Emerald”) owns any shares of Series A Convertible Preferred Stock or Series A-1 Preferred Stock, each Holder shall vote or otherwise act to elect one individual nominated by Emerald (the “Emerald Nominee”) and, as long as Originate Growth Fund #1 Q, L.P. and/or Originate Growth Fund #1 A, L.P. (together, “Originate”) own(s) any shares of Series A Convertible Preferred Stock or Series A-1 Preferred Stock, each Holder shall vote or otherwise act to elect one individual nominated by Originate (the “Originate Nominee”); the initial Emerald Nominee shall be Xxxxx Xxxxxx and the initial Originate Nominee shall be Xxxx Xxxxxxxx; (c) At each election of directors in which the holders of Voting Common Stock, voting as a separate class, are shall be entitled to elect four (4) directors of the corporation; and the holders of the Series A Preferred Stock, Series B Preferred Stock and Common Stock, voting together as a single class on an as converted basis, shall be entitled to elect three (3) directors of the corporation. At any meeting held for the purpose of electing directors, each Holder the presence in person or by proxy of the holders of a majority of the Series A Preferred Stock then outstanding shall vote or otherwise act constitute a quorum of the Series A Preferred Stock for the election of directors to elect two individuals nominated be elected solely by the holders of at least Series A Preferred Stock. At any meeting held for the purpose of electing directors, the presence in person or by proxy of the holders of a majority of the voting power Series A Preferred Stock, Series B Preferred Stock and Common Stock then outstanding, on an as converted basis, shall constitute a quorum of the Voting Series A Preferred Stock, Series B Preferred Stock and Common Stock for the election of directors to be elected solely by the holders of the Series A Preferred Stock, Series B Preferred Stock and Common Stock, voting together as a separate single class (excluding on an as converted basis. A vacancy in any Voting Common Stock issued upon conversion of Preferred Stock) (the “Common Directors”); the initial Common Directors shall be Xxxxxx X. Xxxxxxxx and Xxxxxx Xxxxxxxx; and (d) At each election of directors in which the holders of Voting Common Stock, voting as a separate class, are entitled to elect directors, each Holder shall vote or otherwise act to elect two individuals nominated directorship elected by the holders of at least a majority Series A Preferred Stock shall be filled only by vote of the holders of Series A Preferred Stock; and a vacancy in any directorship elected by the holders of Series A Preferred Stock, Series B Preferred Stock and Common Stock voting power together shall be filled only by the vote of the Voting Common holders of Series A Preferred Stock, voting as a separate class (excluding any Voting Series B Preferred Stock and Common Stock issued upon conversion of Preferred Stock) who are not otherwise an Affiliate (defined below) of the Company or of any Holder and who is reasonably acceptable to the Preferred Directors currently in office (the “Independent Directors”); the initial Independent Directors shall be Xxxxxx Xxxxxxxx and Xx Xxxxxxxxxxvoting together as provided above. (e) For purposes of this Agreement, an individual, firm, corporation, partnership, association, limited liability company, trust or any other entity (collectively, a “Person”) shall be deemed an “Affiliate” of another Person who, directly or indirectly, controls, is controlled by or is under common control with such Person, including, without limitation, any general partner, managing member, officer or director of such Person or any venture capital fund now or hereafter existing that is controlled by one or more general partners or managing members of, or shares the same management company with, such Person."

Election of Directors. (a) In any and all elections election of directors of the CompanyCompany to elect the Common Director, the Parties shall each Holder shall vote at any regular or cause to be voted all special meeting of stockholders (or by written consent) such number of Shares then owned by such Holder them (or over as to which such Holder has they then have voting control, and take all other actions power) as may be necessary and within such Holder’s reasonable control (including, without limitation, attendance at meetings in person or by proxy for purposes of obtaining a quorum and execution of a written consent), and the Company shall take all actions within its reasonable control (including, without limitation, calling special board meetings and stockholder meetings or soliciting written consents from such parties) so that the following provisions regarding the election of directors shall be effected, beginning as of the date hereof: (a) At each election of directors in which the holders of the Series B Preferred Stock, voting together as a separate class, are entitled to elect a director (the “Series B Preferred Director”), as long as Radius Venture Partners III, L.P. (“Radius”) owns any shares of Series B Preferred Stock, each Holder shall vote or otherwise act to elect one individual (1) director nominated by Radius (the “Radius Nominee”); Common Holders holding a majority of the initial Radius Nominee Common Holder Shares. The Common Director shall initially be Xxxxxx X. XxxxxXxxx Xxxxxx. (b) At each For so long as at least 25% of the Voting Preferred Stock remains outstanding, in any election of directors in of the Company to elect the Voting Preferred Stock Director, the Parties shall each vote at any regular or special meeting of the stockholders (or by written consent) such number of Shares then owned by them (or to which the holders of they then have voting power) as may be necessary to elect one (1) director nominated by the Series A Convertible Investors, Series B Investors and Series D Investors holding a majority such Investor Shares. The Voting Preferred Stock and Series A-1 Preferred Stock, voting together as a separate class, are entitled to elect directors (the “Series A Preferred Directors”), as long as Emerald Stage2 Ventures, L.P. (“Emerald”) owns any shares of Series A Convertible Preferred Stock or Series A-1 Preferred Stock, each Holder Director shall vote or otherwise act to elect one individual nominated by Emerald (the “Emerald Nominee”) and, as long as Originate Growth Fund #1 Q, L.P. and/or Originate Growth Fund #1 A, L.P. (together, “Originate”) own(s) any shares of Series A Convertible Preferred Stock or Series A-1 Preferred Stock, each Holder shall vote or otherwise act to elect one individual nominated by Originate (the “Originate Nominee”); the initial Emerald Nominee shall initially be Xxxxx Xxxxxx and the initial Originate Nominee shall be Xxxx Xxxxxxxx;Xxxxxxx Xxxxxx. (c) At each For so long as at least 25% of the Series C Preferred Stock remains outstanding, in any election of directors in which of the holders of Voting Common Stock, voting as a separate class, are entitled Company to elect directorsthe Series C Director, the Parties shall each Holder shall vote at any regular or otherwise act special meeting of the stockholders (or by written consent) such number of Shares then owned by them (or to which they then have voting power) as may be necessary to elect two individuals one (1) director nominated by the holders of at least Series C Investors holding a majority of the voting power of the such Investor Shares. The Voting Common Stock, voting as a separate class (excluding any Voting Common Stock issued upon conversion of Preferred Stock) (the “Common Directors”); the initial Common Directors Series C Director shall initially be Xxxxxx X. Xxxxxxxx and Xxxxxx Xxxxx Xxxxxxxx; and. (d) At each For so long as Hitachi owns at least 5% of the issued and outstanding shares of capital stock of the Company, in any election of directors in which the holders of Voting Common Stock, voting as a separate class, are entitled to elect directors, each Holder shall vote or otherwise act to elect two individuals nominated by the holders of at least a majority of the voting power of the Voting Common Stock, voting as a separate class (excluding any Voting Common Stock issued upon conversion of Preferred Stock) who are not otherwise an Affiliate (defined below) of the Company to elect the Hitachi Director, the Parties shall each vote at any regular or special meeting of any Holder and who is reasonably acceptable the stockholders (or by written consent) such number of Shares then owned by them (or to which they then have voting power) as may be necessary to elect one (1) director nominated by Hitachi. Notwithstanding anything to the Preferred Directors currently in office (the “Independent Directors”); the initial Independent Directors shall contrary herein, if Hitachi has not nominated a person to be Xxxxxx Xxxxxxxx and Xx Xxxxxxxxxx. (e) For purposes of this Agreement, an individual, firm, corporation, partnership, association, limited liability company, trust or any other entity (collectively, a “Person”) shall be deemed an “Affiliate” of another Person who, directly or indirectly, controls, is controlled by or is under common control with such Person, including, without limitation, any general partner, managing member, officer or director of such Person or any venture capital fund now or hereafter existing the Company, Hitachi may instead elect a representative to attend and participate fully in all meetings of the Board in a nonvoting observer capacity, and the Board shall give the observer copies of all minutes, notices, consents and other material that is controlled by one or more general partners or managing members of, or shares it gives to the same management company with, such Persondirectors.

Election of Directors. In any and During the term of this Agreement, the Investors --------------------- agree that they shall vote all elections of directors the shares of the Company's Series B-1 Preferred Stock, each Holder shall vote Series C-1 Preferred Stock, and Series D-1 Preferred Stock now or cause to be voted all Shares hereafter owned by such Holder them, whether beneficially or over which such Holder has voting control, and take all other actions necessary and within such Holder’s reasonable control otherwise (including, without limitation, attendance at meetings the "Shares") in person or by proxy for purposes of obtaining a quorum and execution of a written consent), and the Company shall take all actions within its reasonable control (including, without limitation, calling special board meetings and stockholder meetings or soliciting written consents from such parties) so that the following provisions regarding the election of directors shall be effected, beginning as of the date hereofmanner: (a) At each election any annual or special meeting called, or any other action taken, for the purpose of electing directors in which to the holders Company's Board of Directors, the Investors agree to vote all of their Shares so as always to elect as the Series B Preferred Stock, voting together as a separate class, are entitled to elect a director (B-1 Representative the “Series B Preferred Director”)nominee put forward by IndoSuez Ventures, as long the Series C-1 Representative the nominee put forward by Morgan Stanley Venture Partners, and as Radius Venture Partners III, L.P. (“Radius”) owns any shares of the Series B Preferred Stock, each Holder shall vote or otherwise act to elect one individual nominated D-1 Representative xxx xxmxxxx xxt forward by Radius (the “Radius Nominee”); the initial Radius Nominee shall be Xxxxxx X. XxxxxGeneral Electric Capital Corporation. (b) At each election Subject to Section 1 (c) below, in the event of directors any vacancy on the Board of Directors, the Investors will vote all such Shares to fill such vacancy with a nominee designated in which the holders of same manner as the person who held the directorship so vacated. In addition, the Series A Convertible Preferred Stock B-1 Representative, Series C-1 Representative, and Series A-1 Preferred Stock, voting together as a separate class, are entitled to elect directors (D-1 Representative shall not be removed without the “Series A Preferred Directors”), as long as Emerald Stage2 respective consent of IndoSuez Ventures, L.P. (“Emerald”) owns Morgan Stanley Venture Partners, and General Electric Capital Corporatxxx, xnx xxx Xnvestors shall not vote their Shares to remove any shares director in contravention of Series A Convertible Preferred Stock or Series A-1 Preferred Stock, each Holder shall vote or otherwise act to elect one individual nominated by Emerald (the “Emerald Nominee”) and, as long as Originate Growth Fund #1 Q, L.P. and/or Originate Growth Fund #1 A, L.P. (together, “Originate”) own(s) any shares of Series A Convertible Preferred Stock or Series A-1 Preferred Stock, each Holder shall vote or otherwise act to elect one individual nominated by Originate (the “Originate Nominee”); the initial Emerald Nominee shall be Xxxxx Xxxxxx and the initial Originate Nominee shall be Xxxx Xxxxxxxx;this Agreement. (c) At each election Notwithstanding the foregoing, in the event that General Electric Capital Corporation declines or is unable (for any reason) to appoint a nominee to the Board of directors in which Directors within 90 days of the holders of Voting Common Stockdate hereof, voting the Investors shall have no obligation to vote their Shares so as a separate class, are entitled to elect directors, each Holder shall vote or otherwise act to elect two individuals nominated as the Series D-1 Representative the nominee put forward by the holders of at least a majority of the voting power of the Voting Common Stock, voting as a separate class (excluding any Voting Common Stock issued upon conversion of Preferred Stock) (the “Common Directors”); the initial Common Directors shall be Xxxxxx X. Xxxxxxxx and Xxxxxx Xxxxxxxx; andGeneral Electric Capital Corporation. (d) At each This Agreement shall not extend to voting upon questions and matters (other than the election of directors in directors) upon which the holders of Voting Common Stock, voting as a separate class, are entitled to elect directors, each Holder shall vote or otherwise act to elect two individuals nominated by the holders of at least a majority stockholders of the voting power Company have a right to vote under the Amended and Restated Certificate of the Voting Common Stock, voting as a separate class (excluding any Voting Common Stock issued upon conversion of Preferred Stock) who are not otherwise an Affiliate (defined below) Incorporation or Bylaws of the Company or under the laws of any Holder and who is reasonably acceptable to the Preferred Directors currently in office (the “Independent Directors”); the initial Independent Directors shall be Xxxxxx Xxxxxxxx and Xx XxxxxxxxxxState of California. (e) For purposes of this Agreement, an individual, firm, corporation, partnership, association, limited liability company, trust The Company agrees not to give effect to any action by any Investor or any other person or entity (collectively, a “Person”) shall be deemed an “Affiliate” of another Person who, directly or indirectly, controls, which is controlled by or is under common control with such Person, including, without limitation, any general partner, managing member, officer or director of such Person or any venture capital fund now or hereafter existing that is controlled by one or more general partners or managing members of, or shares the same management company with, such Personin contravention to this Agreement.

Election of Directors. (a) In any and all elections of directors election of the Companymembers of the Board (each member a “Director” and collectively, each Holder shall vote the “Directors”), the Shareholders agree to vote, or cause to be voted voted, at any regular or special meeting of shareholders (or by written consent) all Shares then owned by such Holder Shareholder (or over as to which such Holder Shareholder then has voting control, and take all other actions necessary and within such Holder’s reasonable control (including, without limitation, attendance at meetings in person or by proxy for purposes of obtaining a quorum and execution of a written consent), and the Company shall take all actions within its reasonable control (including, without limitation, calling special board meetings and stockholder meetings or soliciting written consents from such parties) so that to elect the following provisions regarding individuals as Directors on the election of directors shall be effected, beginning as of the date hereofBoard: (ai) At each election of directors in which the holders of the Series B Preferred StockSubject to Subsection 2.2(d), voting together as a separate classone individual to be designated by Jxxxxxx & Jxxxxxx Innovation - JJDC, are entitled to elect a director Inc. (the “Series B Preferred DirectorJJDC”), as long as Radius Venture Partners III, L.P. who shall initially be Fxxxxxxxx Xxxx; (“Radius”ii) owns any shares of Series B Preferred Stock, each Holder shall vote or otherwise act to elect one individual nominated to be designated jointly by Radius Axxxxxxx Xxxxxx and Fxxxxxxxx Xxxx (together, the “Radius Nominee”); the initial Radius Nominee shall be Xxxxxx X. Xxxxx. (b) At each election of directors in which the holders of the Series A Convertible Preferred Stock and Series A-1 Preferred Stock, voting together as a separate class, are entitled to elect directors (the “Series A Preferred DirectorsFounders”), as long as Emerald Stage2 Ventures, L.P. (“Emerald”) owns any shares of Series A Convertible Preferred Stock or Series A-1 Preferred Stock, each Holder who shall vote or otherwise act to elect one individual nominated by Emerald (the “Emerald Nominee”) and, as long as Originate Growth Fund #1 Q, L.P. and/or Originate Growth Fund #1 A, L.P. (together, “Originate”) own(s) any shares of Series A Convertible Preferred Stock or Series A-1 Preferred Stock, each Holder shall vote or otherwise act to elect one individual nominated by Originate (the “Originate Nominee”); the initial Emerald Nominee shall initially be Xxxxx Xxxxxx and the initial Originate Nominee shall be Xxxx XxxxxxxxAxxxxxxx Xxxxxx; (ciii) At each election of directors in which the holders of Voting Common Stock, voting as a separate class, are entitled to elect directors, each Holder shall vote or otherwise act to elect two individuals nominated to be designated by the holders of at least a majority of the voting power of the Voting Common StockMDB Capital Group, voting as a separate class LLC (excluding any Voting Common Stock issued upon conversion of Preferred Stock) (the “Common DirectorsMDB”); the initial Common Directors , who shall initially be Xxxxxx X. Xxxxxxxx Cxxxxxx Xxxx and Xxxxxx XxxxxxxxAxxxxxx XxXxxxxxxxxxxx; and (div) At each election of directors in which the holders of Voting Common Stock, voting as a separate class, are entitled to elect directors, each Holder shall vote or otherwise act to elect two individuals nominated by the holders of at least a majority of the voting power of the Voting Common Stock, voting as a separate class (excluding any Voting Common Stock issued upon conversion of Preferred Stock) who are one individual not otherwise an Affiliate (as defined below) of the Company or of any Holder and Shareholder who is reasonably mutually acceptable to the Preferred Directors currently in office (the “Independent Directors”); the initial Independent Directors shall be Xxxxxx Xxxxxxxx Founders, JJDC and Xx Xxxxxxxxxx. (e) MDB. For purposes of this Agreement, an individual, firm, corporation, partnership, association, limited liability company, trust or any other entity (collectively, a “Person”) shall be deemed an “Affiliate” of another Person who, directly or indirectly, controls, is controlled by or is under common control with such Person, including, without limitation, any general partner, managing member, officer or director of such Person or any venture capital fund now or hereafter existing that is controlled by one or more general partners or managing members of, or shares the same management company with, such Person. (b) In the absence of any nomination from the Persons with the right to designate a Director as specified above, the Director or Directors previously nominated by such Persons and then serving shall be reelected if still eligible to serve as provided herein. (c) To the extent that the application of Subsection 2.2(a) above shall result in the designation of less than all of the authorized Directors, then any remaining vacancies shall be filled by individuals nominated and elected by the shareholders of the Company entitled to vote thereon in accordance with, and pursuant to, the Amended and Restated Certificate of Incorporation of the Company (the “Certificate of Incorporation”). (d) Notwithstanding anything to the contrary set forth in Subsection 2.2(a)(i), during the period commencing on the date of this Agreement and ending immediately following the closing of a Qualified Equity Financing (as defined below), the Director designated by JJDC pursuant to Subsection 2.2(a)(i) shall be an individual not otherwise an Affiliate of JJDC nor a current or former employee of JJDC.

Election of Directors. In (a) To the extent not prohibited by applicable law and the rules of any and securities exchange on which the Company's voting capital stock is then traded, at each annual or special meeting of the stockholders of the Company occurring on or after the date of this Agreement at which directors of the Company are to be elected, or by a consent in writing of such stockholders in lieu thereof, Infinity agrees to vote (or cause to be voted) all elections shares of capital stock of the Company then owned or the voting of which is controlled by it or its Affiliates (as defined below) that are entitled to vote for the election of directors of the Company, each Holder shall vote whether now owned or cause to be voted all Shares owned by such Holder controlled or over which such Holder has voting controlif ownership or control is hereafter acquired, and take all other actions necessary and within such Holder’s reasonable control (including, without limitation, attendance at meetings in person or by proxy for purposes favor of obtaining a quorum and execution of a written consent), and the Company shall take all actions within its reasonable control (including, without limitation, calling special board meetings and stockholder meetings or soliciting written consents from such parties) so that the following provisions regarding the election of Saperstein and the Saperstein Designee, to the extent Saperstein and/ox xxx Xxxxrstein Dexxxxxx xxx been nominated by the Coxxxxx'x Xxard of Direcxxxx xx x committee thereof, as directors shall be effected, beginning as of the date hereof: (a) At each election of directors in which the holders of the Series B Preferred Stock, voting together as a separate class, are entitled to elect a director (the “Series B Preferred Director”), as long as Radius Venture Partners III, L.P. (“Radius”) owns any shares of Series B Preferred Stock, each Holder shall vote or otherwise act to elect one individual nominated by Radius (the “Radius Nominee”); the initial Radius Nominee shall be Xxxxxx X. XxxxxCompany. (b) At To the extent not prohibited by applicable law and the rules of any securities exchange on which the Company's voting capital stock is then traded, at each annual or special meeting of the stockholders of the Company occurring on or after the date of this Agreement at which directors of the Company are to be elected, or by a consent in writing of such stockholders in lieu thereof, Saperstein agrees to vote (or cause to be voted) all shares of capital xxxxx xx the Company then owned or the voting of which is controlled by him or his Affiliates that are entitled to vote for the election of directors in which the holders of the Series A Convertible Preferred Stock and Series A-1 Preferred StockCompany, voting together whether now owned or controlled or if ownership or control is hereafter acquired, in favor of the election of such persons Infinity shall have selected as a separate classdesignees for election to the Board of Directors of the Company (collectively, are entitled to elect directors (the “Series A Preferred Directors”"Infinity Designees"), as long as Emerald Stage2 Ventures, L.P. (“Emerald”) owns any shares of Series A Convertible Preferred Stock or Series A-1 Preferred Stock, each Holder shall vote or otherwise act to elect one individual the extent the Infinity Designees have been nominated by Emerald (the “Emerald Nominee”) andCompany's Board of Directors or a committee thereof, as long as Originate Growth Fund #1 Q, L.P. and/or Originate Growth Fund #1 A, L.P. (together, “Originate”) own(s) any shares directors of Series A Convertible Preferred Stock or Series A-1 Preferred Stock, each Holder shall vote or otherwise act to elect one individual nominated by Originate (the “Originate Nominee”); the initial Emerald Nominee shall be Xxxxx Xxxxxx and the initial Originate Nominee shall be Xxxx Xxxxxxxx;Company. (c) At each Each of the Stockholders agrees that he or it (as applicable) shall vote (i) in favor of (A) the removal from the Company's Board of Directors of the Saperstein Designee or an Infinity Designee, as the case may be, when xxxx xxxxxal is demanded by Saperstein or Infinity, as the case may be, and (B) the election of directors in which a xxxxxxxxx designee of Saperstein or Infinity, as the holders of Voting Common Stockcase may be, voting as a separate class, are entitled to elect directors, each Holder shall vote fill any vacancy caused xx xxxx xemoval or otherwise act to elect two individuals nominated by the holders of at least a majority resignation, death or disability of the voting power applicable designee and (ii) in opposition to any attempt to remove (other than for cause) Saperstein or the Saperstein Designee or Infinity Designees, as the caxx xxx xx, without xxx xxxxxen consent of the Voting Common Stock, voting as a separate class (excluding any Voting Common Stock issued upon conversion Stockholder who designated the director that is the subject of Preferred Stock) (the “Common Directors”); the initial Common Directors shall be Xxxxxx X. Xxxxxxxx and Xxxxxx Xxxxxxxx; andsuch attempt to remove. (d) At each election of directors in which the holders of Voting Common StockAs used herein, voting as "Affiliate" shall mean, with respect to a separate classStockholder, are entitled to elect directors, each Holder shall vote any person or otherwise act to elect two individuals nominated by the holders of at least a majority of the voting power of the Voting Common Stock, voting as a separate class (excluding any Voting Common Stock issued upon conversion of Preferred Stock) who are not otherwise an Affiliate (defined below) of the Company or of any Holder and who is reasonably acceptable to the Preferred Directors currently in office (the “Independent Directors”); the initial Independent Directors shall be Xxxxxx Xxxxxxxx and Xx Xxxxxxxxxx. (e) For purposes of this Agreement, an individual, firm, corporation, partnership, association, limited liability company, trust or any other entity (collectively, a “Person”) shall be deemed an “Affiliate” of another Person who, that such Stockholder directly or indirectly, indirectly controls, is controlled by or is under common control with such Person, including, without limitation, any general partner, managing member, officer or director of such Person or any venture capital fund now or hereafter existing that is controlled by one or more general partners or managing members of, or shares the same management company with, such Person.

Election of Directors. In any Each Preferred Stockholder and all elections of directors of the Company, each Holder Founder shall vote take or cause to be voted all Shares owned by taken such Holder actions as may be required from time to time to establish and maintain the number of persons comprising the Board of Directors of the Company at seven (7) or over which at such Holder has voting controlother number as the Board of Directors may determine from time to time, and take all other actions necessary and within such Holder’s reasonable control to elect as directors (includingi) one representative designated by HarbourVest Partners, without limitation, attendance at meetings in person or by proxy for purposes of obtaining a quorum and execution of a written consentLLC ("HVP"), and (ii) one representative designated by BancBoston Ventures, Inc. (together, with the Company shall take all actions within its reasonable control representative elected pursuant to the foregoing clause (includingi), without limitationthe "Series C Directors"), calling special board meetings and stockholder meetings or soliciting written consents from such parties(iii) so that the following provisions regarding the election of directors shall be effected, beginning as one representative of the date hereof: (a) At each election of directors in which the holders of the Company's Series B A Convertible Voting Preferred Stock, voting together as a separate class, are entitled to elect a director par value $.01 per share (the “Series B Preferred Director”), as long as Radius Venture Partners III, L.P. (“Radius”) owns any shares of Series B Preferred Stock, each Holder shall vote or otherwise act to elect one individual nominated by Radius (the “Radius Nominee”); the initial Radius Nominee shall be Xxxxxx X. Xxxxx. (b) At each election of directors in which the holders of the "Series A Convertible Preferred Stock and Series A-1 Preferred Stock, voting together as a separate class, are entitled to elect directors (the “Series A Preferred Directors”), as long as Emerald Stage2 Ventures, L.P. (“Emerald”") owns any shares of Series A Convertible Preferred Stock or Series A-1 Preferred Stock, each Holder shall vote or otherwise act to elect one individual nominated designated for election by Emerald (the “Emerald Nominee”) and, as long as Originate Growth Fund #1 Q, L.P. and/or Originate Growth Fund #1 A, L.P. (together, “Originate”) own(s) any shares of Series A Convertible Preferred Stock or Series A-1 Preferred Stock, each Holder shall vote or otherwise act to elect one individual nominated by Originate (the “Originate Nominee”); the initial Emerald Nominee shall be Xxxxx Xxxxxx and the initial Originate Nominee shall be Xxxx Xxxxxxxx; (c) At each election of directors in which the holders of Voting Common Stock, voting as a separate class, are entitled to elect directors, each Holder shall vote or otherwise act to elect two individuals nominated by the holders of at least a majority of the voting power Series A Stock issued and outstanding (the "Class A Director"), (iii) two representatives of the Voting Common Stock, voting as Founders designated for election by the Founders (the "Founder Directors") and (iv) two independent directors designated for election by both (A) at least a separate class (excluding any Voting Common majority of the Series C Stock issued upon conversion of Preferred Stock) (the “Common Directors”); the initial Common Directors shall be Xxxxxx X. Xxxxxxxx and Xxxxxx Xxxxxxxx; and (d) At each election of directors in which the holders of Voting Common Stockoutstanding, voting as a separate class, are entitled to elect directors, each Holder shall vote or otherwise act to elect two individuals nominated by the holders of and (B) at least a majority of the voting power of the Voting Common StockSeries A Stock issued and outstanding, voting as a separate class class; provided that each such independent director shall be a person that is not a director, officer, employee, agent, representative or Affiliate of any Investor or of Ashton. Without limiting the generality of the foregoing, at each annual meeting of the stockholders and at each special meeting of the stockholders called for the purpose of electing directors of the Company, and at any time at which the stockholders have the right to, or shall, elect directors of the Company, then, and in each event, the Preferred Stockholders and the Founders shall vote all Shares owned by them (excluding any Voting Common Stock issued upon conversion or shall consent in writing in lieu of Preferred Stocka meeting of stockholders, as the case may be) who are not otherwise an Affiliate (defined below) to set the number of, and to elect persons as, directors of the Company or of any Holder and who is reasonably acceptable to in accordance with the Preferred Directors currently in office (the “Independent Directors”); the initial Independent Directors shall be Xxxxxx Xxxxxxxx and Xx Xxxxxxxxxxpreceding sentence. (e) For purposes of this Agreement, an individual, firm, corporation, partnership, association, limited liability company, trust or any other entity (collectively, a “Person”) shall be deemed an “Affiliate” of another Person who, directly or indirectly, controls, is controlled by or is under common control with such Person, including, without limitation, any general partner, managing member, officer or director of such Person or any venture capital fund now or hereafter existing that is controlled by one or more general partners or managing members of, or shares the same management company with, such Person."

Election of Directors. In any and all elections of directors of the Company, each Holder shall vote or cause to be voted all Shares owned by such Holder or over which such Holder has voting control, and take all other actions necessary and within such Holder’s reasonable control (including, without limitation, attendance at meetings in person or by proxy for purposes of obtaining a quorum and execution of a written consent), and the Company shall take all actions within its reasonable control (including, without limitation, calling special board meetings and stockholder meetings or soliciting written consents from such parties) so that the following provisions regarding the election of directors shall be effected, beginning as of the date hereof: (a) At each election From the Effective Date, CORE Designator shall have the right, but not the obligation, to nominate to the Board a number of designees (such persons, the “CORE Nominees”) equal to at least: (i) a majority of the Total Number of Directors (as defined below), so long as the CORE Investors Beneficially Own shares of Common Stock representing at least 50% of the Original Amount (as defined below), (ii) 35% of the Total Number of Directors, in the event that the CORE Investors Beneficially Own shares of Common Stock representing at least 20% but less than 35% of the Original Amount, (iii) 20% of the Total Number of Directors, in the event that the CORE Investors Beneficially Own shares of Common Stock representing at least 10% but less than 20% of the Original Amount and (iv) 1 (one) Director (as defined below), in the event that the CORE Investors Beneficially Own shares of Common Stock representing at least 5% of the Original Amount. For purposes of calculating the number of directors in which the holders of the Series B Preferred Stock, voting together as a separate class, are that CORE Designator is entitled to elect a director designate pursuant to the immediately preceding sentence, any fractional amounts shall automatically be rounded up to the nearest whole number (the “Series B Preferred Director”)e.g., as long as Radius Venture Partners III, L.P. (“Radius”11/4 Directors shall equate to 2 Directors) owns and any shares of Series B Preferred Stock, each Holder shall vote or otherwise act to elect one individual nominated by Radius (the “Radius Nominee”); the initial Radius Nominee such calculations shall be Xxxxxx X. Xxxxxmade after taking into account any increase in the Total Number of Directors. (b) At each election In the event that CORE Designator has nominated less than the total number of directors designees that CORE Designator is entitled to nominate pursuant to Section 2.2(a), CORE Designator shall have the right, at any time, to nominate such additional designees to which it is entitled, in which case, the holders Company and the Directors shall take all necessary corporation action, to the fullest extent permitted by applicable law (including with respect to fiduciary duties under Delaware law), to (x) enable CORE Designator to nominate and effect the election or appointment of such additional individuals, whether by increasing the size of the Series A Convertible Preferred Stock and Series A-1 Preferred StockBoard, voting together as a separate class, are entitled to elect directors (the “Series A Preferred Directors”), as long as Emerald Stage2 Ventures, L.P. (“Emerald”) owns any shares of Series A Convertible Preferred Stock or Series A-1 Preferred Stock, each Holder shall vote or otherwise act and (y) to elect one individual designate such additional individuals nominated by Emerald (the “Emerald Nominee”) and, as long as Originate Growth Fund #1 Q, L.P. and/or Originate Growth Fund #1 A, L.P. (together, “Originate”) own(s) CORE Designator to fill such newly created vacancies or to fill any shares of Series A Convertible Preferred Stock or Series A-1 Preferred Stock, each Holder shall vote or otherwise act to elect one individual nominated by Originate (the “Originate Nominee”); the initial Emerald Nominee shall be Xxxxx Xxxxxx and the initial Originate Nominee shall be Xxxx Xxxxxxxx;other existing vacancies. (c) At each election In addition to the nomination rights set forth in Section 2.2(a) above, from the Effective Date, for so long as the CORE Investors Beneficially Own shares of directors Common Stock representing at least 5% of the Original Amount, CORE Designator shall have the right, but not the obligation, to designate a person (a “Non-Voting Observer”) to attend meetings of the Board (including any meetings of any committees thereof) in which a non-voting observer capacity. Any such Non-Voting Observer shall be permitted to attend all meetings of the holders Board. CORE Designator shall have the right to remove and replace its Non-Voting Observer at any time and from time to time. The Company shall furnish to any Non-Voting Observer (i) notices of Board meetings no later than, and using the same form of communication as, notice of Board meetings are furnished to Directors and (ii) copies of any materials prepared for meetings of the Board that are furnished to the Directors no later than the time such materials are furnished to the Directors; provided, that (x) such Non-Voting Common Stock, voting as a separate class, are entitled Observer shall be required to elect directors, each Holder shall vote execute or otherwise act become subject to elect two individuals nominated by the holders any codes of at least a majority conduct or confidentiality agreements of the voting power Company generally applicable to directors of the Company or as the Company reasonably requests and (y) the Company reserves the right to withhold any information and to exclude such Non-Voting Common StockObserver from any meeting or portion thereof to the extent access to such materials or attendance at such meeting would be reasonably likely to adversely affect the attorney-client privilege between the Company and its counsel or result in disclosure of trade secrets or a conflict of interest; provided, voting as a separate class (excluding further, that failure to deliver notice, or materials, to such Non-Voting Observer in connection with such Non-Voting Observer’s right to attend and/or review materials with respect to, any Voting Common Stock issued upon conversion meeting of Preferred Stock) (the “Common Directors”); Board shall not, by itself, impair the initial Common Directors shall be Xxxxxx X. Xxxxxxxx and Xxxxxx Xxxxxxxx; andvalidity of any action taken by such Board at such meeting. (d) At each election The Company shall pay all reasonable out-of-pocket expenses incurred by the CORE Nominees and the Non-Voting Observer in connection with the performance of directors in which the holders of Voting Common Stock, voting his or her duties as a separate class, are entitled to elect directors, each Holder shall vote Director or otherwise act to elect two individuals nominated by the holders of a Non-Voting Observer and in connection with his or her attendance at least a majority any meeting of the voting power Board. In addition, as promptly as practicable following the request by any CORE Nominee who is serving as a Director, the Company shall enter into an indemnification agreement with such CORE Nominee in the form entered into with the other members of the Voting Common Stock, voting as a separate class (excluding any Voting Common Stock issued upon conversion of Preferred Stock) who are not otherwise an Affiliate (defined below) of the Company or of any Holder and who is reasonably acceptable to the Preferred Directors currently in office (the “Independent Directors”); the initial Independent Directors shall be Xxxxxx Xxxxxxxx and Xx XxxxxxxxxxBoard. (e) For purposes No reduction in the number of shares of Common Stock that the CORE Investors Beneficially Own shall shorten the term of any incumbent director who is serving as a CORE Nominee. (f) In the event that any CORE Nominee shall cease to serve for any reason, CORE Designator shall be entitled, for so long as CORE Designator retains the right to nominate a CORE Nominee to fill the applicable vacant seat, to designate such person’s successor in accordance with this Agreement and the Board shall promptly fill the vacancy with such successor nominee; it being understood that any such designee shall serve the remainder of the term of the director whom such designee replaces. (g) If a CORE Nominee is not appointed or elected to the Board because of such person’s death, disability, disqualification, withdrawal as a nominee or for other reason is unavailable or unable to serve on the Board, CORE Designator shall be entitled, for so long as CORE Designator retains the right to nominate a CORE Nominee to fill the applicable vacant seat, to designate promptly another nominee and the director position for which the original CORE Nominee was nominated shall not be filled pending such designation. (h) So long as CORE Designator has the right to nominate CORE Nominees under Section 2.2(a) or any such CORE Nominee is serving on the Board, the Company shall use its reasonable best efforts to maintain in effect at all times directors and officers indemnity insurance coverage in an amount determined by the Board to be reasonable and customary, and the Company Charter and Amended and Restated Bylaws (each as may be further amended, supplemented or waived in accordance with its terms) shall at all times provide for indemnification, exculpation and advancement of expenses to the fullest extent permitted under applicable law. Upon the removal or resignation of any CORE Nominee as a Director for any reason, the Company shall use commercially reasonable efforts to take all actions reasonably necessary to extend such director’s official liability insurance coverage for a period of not less than six (6) years from any such event in respect or any act or omission occurring at or prior to such event. (i) If the size of the Board is expanded, CORE Designator shall be entitled to nominate a number of CORE Nominees to fill the newly created vacancies such that the total number of CORE Nominees serving on the Board following such expansion will be equal to that number of CORE Nominees that CORE Designator would be entitled to nominate in accordance with Section 2.2(a) if such expansion occurred immediately prior to any meeting of the stockholders of the Company called with respect to the election of members of the Board, and the Board shall appoint such CORE Nominees to the Board. (j) During such time as the Company is required by applicable law or the New York Stock Exchange or such other principal United States securities exchange on which the Class A Common Stock is listed, quoted, or admitted to trading (the “Exchange”) listing standards to have a majority of the Board comprised of “independent directors” (subject in each case to any applicable phase-in periods), CORE Nominees shall include a number of persons that qualify as “independent directors” under applicable law and the Exchange listing standards such that, together with any other “independent directors” then serving on the Board that are not CORE Nominees, the Board is comprised of a majority of “independent directors.” (k) At any time that CORE Designator shall have any nomination rights under Section 2.2, except as required by Law or the rules and regulations of the Exchange, the Company shall not take any action, including making or recommending any amendment to the Company Charter or the Company’s Amended and Restated Bylaws that could reasonably be expected to adversely affect CORE Designator’s rights, respectively, under this Agreement, an individualin each case without the prior written consent of CORE Designator. (l) Any CORE Nominee will be subject to the Company’s customary due diligence process, firmincluding its review of a completed questionnaire and a background check. Based on the foregoing, corporationthe Company may object to any CORE Nominee if (a) it does so in good faith and such objection is based upon any of the following: (i) such CORE Nominee was convicted in a criminal proceeding or is a named subject of a pending criminal proceeding (excluding traffic violations and other minor offenses); (ii) such CORE Nominee was the subject of any order, partnershipjudgment, associationor decree not subsequently reversed, limited liability companysuspended or vacated of any court of competent jurisdiction, trust permanently or temporarily enjoining such proposed director from, or otherwise limiting, the following activities: (A) engaging in any type of business practice; or (B) engaging in any activity in connection with the purchase or sale of any security or in connection with any violation of federal or state securities laws; (iii) such CORE Nominee was the subject of any order, judgment or decree, not subsequently reversed, suspended or vacated, of any federal or state authority barring, suspending or otherwise limiting for more than sixty (60) days the right of such person to engage in any activity described in clause (ii)(B), or to be associated with persons engaged in such activity; (iv) such CORE Nominee was found by a court of competent jurisdiction in a civil action or by the Commission to have violated any federal or state securities law, and the judgment in such civil action or finding by the Commission has not been subsequently reversed, suspended or vacated; (v) such CORE Nominee was the subject of, or a party to any federal or state judicial or administrative order, judgment, decree or finding, not subsequently reversed, suspended or vacated, relating to a violation of any federal or state securities laws or regulations; or (vi) any other entity (collectivelyreason(s) that apply by reason of applicable Law, a “Person”) shall the rules and regulations of the Exchange or Company policy. In the event the Board reasonably finds the CORE Nominee to be deemed an “Affiliate” of another Person who, directly or indirectly, controls, is controlled by or is under common control with such Person, including, without limitation, any general partner, managing member, officer or director of such Person or any venture capital fund now or hereafter existing that is controlled by unsuitable based upon one or more general partners or managing members ofof the foregoing clauses (i) through (vi) and reasonably objects to the identified director, or shares the same management company with, CORE Designator shall be entitled to propose a different CORE Nominee to the Board within thirty (30) calendar days of the Company’s notice to the CORE Designator of its objection to the CORE Nominee and such Personreplacement CORE Nominee shall be subject to the review process outlined above.

Election of Directors. In any and all elections of directors of the Company, each Holder shall vote or cause to be voted all Shares owned by such Holder or over which such Holder has voting control, and take all other actions necessary and within such Holder’s reasonable control (including, without limitation, attendance at meetings in person or by proxy for purposes of obtaining a quorum and execution of a written consent), and the Company shall take all actions within its reasonable control (including, without limitation, calling special board meetings and stockholder meetings or soliciting written consents from such parties) so that the following provisions regarding the election of directors shall be effected, beginning as of the date hereof: (a) At each election the first annual meeting of directors in which Parent’s stockholders after the date hereof, Parent shall propose to the holders of Parent Common Stock (and shall recommend that the Series B Preferred Stock, voting together as a separate class, are entitled holders of Parent Common Stock vote in favor of and otherwise use its commercially reasonable efforts to elect a director obtain the approval of such holders of Parent Common Stock of) an amendment to Parent’s articles of incorporation to increase the size of the Board (the “Series B Preferred Director”), as long as Radius Venture Partners III, L.P. (“RadiusCharter Amendment”) owns any shares of Series B Preferred Stock, each Holder shall vote or otherwise act to elect one individual nominated by Radius permit more than nine (the “Radius Nominee”); the initial Radius Nominee shall be Xxxxxx X. Xxxxx9) members thereto. (b) At each election From the Closing Date until the Fall-Away of directors Investor Rights, in which the event that an Investor Director is not a member of the Board, the Investor Parties shall have the right to designate one (1) observer (including, as necessary, any substitute observer designated by the Investor) (the “Investor Observer”) who shall be entitled, subject to the limitations set forth in this Agreement and applicable Laws, to attend (in person or telephonically) all meetings of the Board and, to the extent agreed by the Board, any committees thereof in a non-voting observer capacity, and to receive copies of all notices, minutes, consents, agendas and other materials distributed to the Board and any such committee thereof; provided, however, that, if Parent believes in good faith that excluding any such materials (or portions thereof) from the Investor Observer is necessary to preserve attorney-client privilege, such materials (or portions thereof) may be withheld from the Investor Observer and the Investor Observer may be excluded from any meeting or portion thereof related to such matters upon reasonable prior notice to the Investor Observer (to the extent practicable). Except as otherwise set forth herein, the Investor Observer may participate in discussions of matters brought to the Board or any committee thereof; provided, that the Investor Observer shall have no voting rights with respect to actions taken or elected not to be taken by the Board or any committee thereof and the Investor Observer shall not owe any fiduciary duty to Parent, its Subsidiaries or the holders of any class or series of Parent securities. If the Series A Convertible Preferred Stock Investor Observer is unable to attend any meeting of the Board or a committee thereof, the Investor Parties shall have the right to designate a substitute Investor Observer with written notice to the Board or such committee. For the avoidance of doubt, the Investor Observer shall cease to have any rights to attend any meetings of the Board or any of its committees upon effect of the appointment of the Investor Director to the Board. (c) Beginning at the Fall-Away of Investor Rights, at the request of the Board, the Investor Director shall immediately resign, and Series A-1 Preferred Stockthe Investor Parties shall cause the Investor Director immediately to resign, voting together from the Board and any committee thereof effective as of the Fall-Away of Investor Rights, and the Investor Parties shall no longer have any rights under this Section 5.10, including, for the avoidance of doubt, any designation or nomination rights under Section 5.10(d) and any rights to designate an Investor Observer. The Investor Parties shall provide prompt written notice to Parent upon the Fall-Away of Investor Rights. (d) From and after the Closing and until the Fall-Away of Investor Rights (provided that the Charter Amendment has been or is concurrently adopted), at any annual meeting of Parent’s stockholders at which the term of the Investor Director shall expire (or if no Investor Director served as a separate classmember of the Board during the period prior to such annual meeting), the Investor Parties shall have the right to designate an Investor Designee to the Board for election to the Board at such annual meeting. Parent shall include the Investor Designee designated by the Investor Parties in accordance with this Section 5.10(d) in Parent’s slate of nominees (as set forth in its relevant proxy materials) for the applicable annual meeting of Parent’s stockholders and shall recommend that the holders of Parent Common Stock vote in favor of any such Investor Designee’s election and shall support the Investor Designee in a manner no less rigorous and favorable than the manner in which Parent supports its other nominees in the aggregate. Without the prior written consent of the Investor Parties, so long as the Investor Parties are entitled to elect directors designate an Investor Designee for election to the Board in accordance with this Section 5.10, the Board shall not remove, with or without cause, the Investor Director from his or her directorship (except as required by Law, the “Series A Preferred Directors”Certificate of Designations or the Charter Documents). (e) Whether or not the Charter Amendment has been adopted, the Investor Parties shall, upon the request of the Board, designate an Investor Designee to the Board for election to the Board at any meeting of shareholders of Parent or for appointment by the Board to fill a vacancy on the Board; provided, however, in the event the Investor Parties waive their right under the Certificate of Designations to a higher Regular Dividend Rate (as defined therein) pursuant to the last sentence of the definition thereof (which waiver shall be revocable at any time), the Investor Parties shall not be required pursuant to the terms of this provision to so designate an Investor Designee; provided, further, that upon revocation of any such waiver by the Investor Parties, the right to such higher Regular Dividend Rate shall automatically become effective and enforceable pursuant to the terms of the Certificate of Designations effective as long of the first Business Day following the next annual meeting of Parent’s stockholders. (f) In the event of the death, disability, resignation or removal of the Investor Director as Emerald Stage2 Venturesa member of the Board (other than resignation pursuant to Section 5.10(c)), L.P. the Investor Parties, if the Investor Parties are entitled to nominate a director pursuant to this Section 5.10, may designate an Investor Designee to replace such Investor Director and, subject to Section 5.10(g) and any applicable provisions of the VSCA, Parent shall cause such Investor Designee to fill such resulting vacancy. (“Emerald”g) owns Parent’s obligations to have any Investor Designee elected to the Board or any committee thereof or nominate any Investor Designee for election as a director at any meeting of Parent’s stockholders pursuant to this Section 5.10, as applicable, shall in each case be subject to such Investor Designee being reasonably acceptable to Parent’s Board (provided that the individuals listed on Exhibit E shall be deemed reasonably acceptable to the Board, but shall be subject to the following clauses (i)-(iii)) and, unless Parent otherwise consents, must (i) qualify as an independent director pursuant to applicable listing standards, SEC rules and publicly disclosed standards used by the Board in determining independence of Parent’s directors, (ii) meet all other qualifications required for service as a director under Parent’s bylaws, corporate governance guidelines and stock exchange rules regarding service as a director of Parent and (iii) be subject to the same guidelines and policies applicable to Parent’s other directors; provided, however, that neither an Investor Designee’s relationship with the Investor Parties or their Affiliates (or any other actual or potential lack of independence resulting therefrom) nor the ownership by the Investor Parties of any shares of Series A Convertible Preferred Stock or shares of Parent Common Stock, including those issuable upon exchange of any Series A-1 A Preferred Stock, shall, in and of itself, be considered to disqualify such Investor Designee from becoming a member of the Board pursuant to Section 5.10. The Investor Parties will cause each Holder shall vote Investor Designee to make himself or otherwise act herself reasonably available for interviews and to elect one individual nominated by Emerald (consent to such reference and background checks or other investigations as the “Emerald Nominee”) and, Board may reasonably request to determine the Investor Designee’s eligibility and qualification to serve as long as Originate Growth Fund #1 Q, L.P. and/or Originate Growth Fund #1 A, L.P. (together, “Originate”) own(s) any shares a director of Series A Convertible Preferred Stock or Series A-1 Preferred Stock, each Holder shall vote or otherwise act to elect one individual nominated by Originate (the “Originate Nominee”); the initial Emerald Nominee Parent. No Investor Designee shall be Xxxxx Xxxxxx eligible to serve on the Board if he or she has been involved in any of the events enumerated under Item 2(d) of Schedule 13D under the Exchange Act or Item 401(f) of Regulation S-K under the Securities Act, is a “Bad Actor” as defined in Rule 506(d)(1)(i)-(viii) promulgated under the Securities Act or is subject to any Judgment prohibiting service as a director of any public company. As a condition to any Investor Designee’s election to the Board or nomination for election as a director of Parent at any meeting of its stockholders, the Investor Parties and the initial Originate Nominee shall Investor Designee (as applicable) must provide to Parent: (i) all information requested by Parent that is required to be Xxxx Xxxxxxxxor is customarily disclosed for directors, candidates for directors and their respective Affiliates and Representatives in a proxy statement or other filings in accordance with applicable Law, any stock exchange rules or listing standards or the Charter Documents or corporate governance guidelines, in each case, relating to the Investor Designee’s election as a director of Parent or Parent’s operations in the ordinary course of business; (cii) At all information requested by Parent in connection with assessing eligibility and other criteria applicable to directors or satisfying compliance and legal or regulatory obligations, in each election of directors in which case, relating to the holders of Voting Common StockInvestor Designee’s nomination or election, voting as applicable, as a separate class, are entitled to elect directors, each Holder shall vote director of Parent or otherwise act to elect two individuals nominated by Parent’s operations in the holders ordinary course of at least a majority of the voting power of the Voting Common Stock, voting as a separate class (excluding any Voting Common Stock issued upon conversion of Preferred Stock) (the “Common Directors”); the initial Common Directors shall be Xxxxxx X. Xxxxxxxx and Xxxxxx Xxxxxxxxbusiness; and (diii) At each election an undertaking in writing by the Investor Designee to be subject to, bound by and duly comply with Parent’s Code of directors in Business Conduct and Ethics, Corporate Governance Guidelines, Stock Ownership Guidelines (which shall be deemed satisfied by the holders Investor Parties’ ownership of Voting Common Stock, voting Acquired Shares) and Policy Statement on Trading Policy with such changes thereto (or such successor policies) as a separate class, are entitled applicable to elect all other directors, in each Holder shall vote case, as such changes or otherwise act to elect two individuals nominated successor policies are adopted in good faith by the holders Board, and do not by their terms materially, adversely and disproportionately impact the Investor Designee relative to all other directors; provided, that no such code of at least a majority conduct or Policy Statement on Trading Policy shall (x) apply to the Investor Parties or any of their respective Affiliates (other than with respect to the Investor Director solely in his or her individual capacity), (y) restrict any transfer of securities of any Affiliate of the voting power Investor Parties, provided that no Confidential Information constituting material non-public information is disclosed to or used by or on behalf of the Voting Common Stocksuch Affiliate in connection with such transfer of securities, voting as a separate class (excluding any Voting Common Stock issued upon conversion of Preferred Stock) who are not otherwise an Affiliate (defined below) of the Company or of any Holder and who is reasonably acceptable in each case, except to the Preferred Directors currently extent that such Affiliate and transferee maintain the Confidential Information in office accordance with Section 5.05 as if such Affiliate and transferee were a party to such section and abide by the restrictions imposed by the United States securities laws on the purchase or sale of securities by any person who has received material, non-public information from the issuer of such securities for so long as such Confidential Information constitutes material, non-public information, or (z) impose any share ownership requirement for the “Independent Directors”); the initial Independent Directors shall be Xxxxxx Xxxxxxxx and Xx XxxxxxxxxxInvestor Director. (eh) For purposes Subject to Section 5.10(g), Parent shall, upon effect of the appointment of the Investor Director to the Board and until the Fall-Away of Investor Rights, cause one or more committees of the Board, as Parent and the Investor Parties may mutually agree in good faith, to include the Investor Director. (i) Parent shall indemnify the Investor Director and provide the Investor Director with director and officer insurance to the same extent as it indemnifies and provides such insurance to other members of the Board, pursuant to the Charter Documents, the VSCA or otherwise (including pursuant to customary indemnification agreements). Parent hereby acknowledges and agrees that it (1) is the indemnitor of first resort (i.e., its obligations to the Investor Director are primary and any obligation of the Investor Parties or their Affiliates to advance expenses or to provide indemnification for the same expenses or liabilities incurred by the Investor Director are secondary) and (2) shall be required to advance the amount of expenses incurred by the Investor Director and shall be liable for the amount of all expenses and liabilities incurred by the Investor Director, in each case to the same extent as it advances to and indemnifies and provides such insurance to other members of the Board, pursuant to the Charter Documents, the VSCA or otherwise, without regard to any rights the Investor Director may have against any Investor Party or its Affiliates. This Section 5.10(i) shall (i) survive (A) the consummation of the Transactions, (B) the Fall-Away of Investor Rights and (C) the resignation or removal of any Investor Director pursuant to this Agreement, an individual, firm, corporation, partnership, association, limited liability company, trust Section 5.10 and (ii) be binding on all successors and assigns of Parent. This Section 5.10(i) is intended to be for the benefit of each Investor Director and her or any other entity her heirs and representatives (collectivelyeach, a “Director Indemnitee”) and may be enforced by any such Director Indemnitee as if such Director Indemnitee was a party to this Agreement. The obligations of Parent under this Section 5.10(i) shall not be terminated or modified in such a manner as to adversely affect any Person to whom this Section 5.10(i) applies without the written consent of such affected Person”. If Parent or any of its successors or assigns (x) consolidates with or merges into any other Person and shall not be the continuing or surviving corporation or entity of such consolidation or merger or (y) transfers or conveys all or substantially all of its properties and assets to any Person, then, and in each such case, to the extent necessary, proper provision shall be made so that the successors and assigns of Parent shall assume the obligations set forth in this Section 5.10(i). (j) Prior to the Fall-Away of Investor Rights, Parent shall not decrease the size of the Board or any committee of the Board on which the Investor Director sits without, in each case, the consent of the Investor Parties if such decrease would require the resignation or removal of the Investor Designee from the Board or such committee thereof. (k) The parties hereto agree that the Investor Director (or, as applicable, the Investor Observer) shall be deemed an “Affiliate” entitled to reimbursement from Parent for the reasonable out-of-pocket fees or expenses incurred in connection with his or her service as a director or observer of another Person whothe Board, directly or indirectlyin each case, controlsin a manner consistent with Xxxxxx’s practices with respect to reimbursement for other members and observers of the Board, is controlled by or is under common control with such Person, including, without limitation, any general partner, managing member, officer or director of such Person or any venture capital fund now or hereafter existing that is controlled by one or more general partners or managing members of, or shares the same management company with, such Personincluding reimbursement pursuant to customary indemnification arrangements.

Election of Directors. In any (a) PEV shall have the right to designate one (1) person (the "Preferred Designee") for nomination and election to the Company's Board of Directors (the "Board"). The name of the person so nominated shall be submitted to the Company and MTI agrees to take all elections action necessary or appropriate to cause the nomination of directors such representative as candidate for director of the Company, each Holder shall vote or cause to be voted all Shares owned by such Holder or over which such Holder has voting control, and take all other actions necessary and within such Holder’s reasonable control (including, without limitation, attendance at meetings in person or by proxy for purposes of obtaining a quorum and execution of a written consent), and the . The Company shall take all actions within its reasonable control (including, without limitation, calling special board meetings and stockholder meetings necessary or soliciting written consents from appropriate to present such parties) so that nominee to the following provisions regarding the shareholders for election of directors as a director. PEV's initial Preferred Designee shall be effectedDavix Xxxxxxx, beginning as Xxce President of the date hereof: (a) At each election of directors in which the holders of the Series B PacifiCorp, and subsequent Preferred Stock, voting together as a separate class, are entitled to elect a director (the “Series B Preferred Director”), as long as Radius Venture Partners III, L.P. (“Radius”) owns any shares of Series B Preferred Stock, each Holder shall vote or otherwise act to elect one individual nominated by Radius (the “Radius Nominee”); the initial Radius Nominee Designees shall be Xxxxxx X. Xxxxxof comparable position within PEV or its affiliates. (b) At each In the election of directors in which the holders Company's directors, MTI agrees to vote its Stock (as defined below) for election of the Series A Convertible Preferred Stock Designee. If the Preferred Designee resigns or is removed by a vote of the Company's shareholders, or if his or her Board seat is otherwise vacated for any reason, then PEV shall have the right to nominate his or her replacement and Series A-1 Preferred StockMTI agrees to vote its shares for the election of such replacement. MTI further agrees that it shall not vote its shares for the removal of any representative nominated pursuant to this Section 3, voting together as a separate classwithout the consent of PEV. Should the provisions of this Section 3 be construed to constitute the granting of proxies, are entitled to elect directors (the “Series A Preferred Directors”), as long as Emerald Stage2 Ventures, L.P. (“Emerald”) owns any shares of Series A Convertible Preferred Stock or Series A-1 Preferred Stock, each Holder shall vote or otherwise act to elect one individual nominated by Emerald (the “Emerald Nominee”) and, as long as Originate Growth Fund #1 Q, L.P. and/or Originate Growth Fund #1 A, L.P. (together, “Originate”) own(s) any shares of Series A Convertible Preferred Stock or Series A-1 Preferred Stock, each Holder shall vote or otherwise act to elect one individual nominated by Originate (the “Originate Nominee”); the initial Emerald Nominee such proxies shall be Xxxxx Xxxxxx and the initial Originate Nominee shall be Xxxx Xxxxxxxx;deemed coupled with an interest. (c) At each election of directors in which the holders of Voting Common Stock, voting as a separate class, are entitled to elect directors, each Holder shall vote or otherwise act to elect two individuals nominated by the holders of at least a majority of the voting power of the Voting Common Stock, voting as a separate class (excluding any Voting Common Stock issued upon conversion of Preferred Stock) (the “Common Directors”); the initial Common Directors shall be Xxxxxx X. Xxxxxxxx and Xxxxxx Xxxxxxxx; and (d) At each election of directors in which the holders of Voting Common Stock, voting as a separate class, are entitled to elect directors, each Holder shall vote or otherwise act to elect two individuals nominated by the holders of at least a majority of the voting power of the Voting Common Stock, voting as a separate class (excluding any Voting Common Stock issued upon conversion of Preferred Stock) who are not otherwise an Affiliate (defined below) of the Company or of any Holder and who is reasonably acceptable to the Preferred Directors currently in office (the “Independent Directors”); the initial Independent Directors shall be Xxxxxx Xxxxxxxx and Xx Xxxxxxxxxx. (e) For purposes of this AgreementSection 4, an individual"Stock" shall mean and include any and all shares of capital stock of the Company by whatever name called, firmwhich carry voting rights and shall include any Stock now owned or subsequently acquired by a party hereto, corporationhowever acquired, partnership, association, limited liability company, trust or any other entity (collectively, a “Person”) shall be deemed an “Affiliate” of another Person who, directly or indirectly, controls, is controlled by or is under common control with such Person, including, including without limitation, any general partner, managing member, officer or director of such Person or any venture capital fund now or hereafter existing that is controlled by one or more general partners or managing members of, or shares the same management company with, such Personlimitation stock splits and stock dividends.

Election of Directors. In any (a) The Company and each of the Olims agree that, so long as the voting agreement set forth in this Section 3.5 remains in effect, and subject in all elections of directors events to the applicable provisions of the Company's Articles as in effect from time to time, each Holder of them shall vote or cause to be voted all Shares owned by such Holder or over which such Holder has voting control, and take all other actions action necessary and within such Holder’s reasonable control from time to time (including, without limitation, the voting of Common Stock or preferred stock, the execution of written consents, the calling of special meetings, the removal of directors, the filling of vacancies on the Board, the waiving of notice and attendance at meetings in person or by proxy for purposes of obtaining a quorum and execution of a written consent), and meetings) to maintain the Company shall take all actions within its reasonable control (including, without limitation, calling special board meetings and stockholder meetings or soliciting written consents from such parties) so that the following provisions regarding the election of directors shall be effected, beginning as membership of the date hereofBoard as follows: (ai) The number of directors composing the Board shall be fixed at no more than eight (8) members, two of which shall have one-half vote each and either (A) six of which shall have one whole vote or (B) if and as so designated by Olims, two of which shall have two whole votes and four of which shall have one whole vote, each for all actions taken by the Board. (ii) At each election all times that the Series A Preferred Stock outstanding is at least fifty percent (50%) of directors in which the Series A Preferred Stock issued and outstanding on the First Closing Date, the holders of Series A Preferred Stock ("Series A Holders") (acting by the consent of the Series A Holders holding a majority of the Series A Conversion Stock), shall have the right to designate one (1) person to serve as a director of the Company whom shall have one whole vote for all actions taken by the Board and shall be as designated in writing to the Company by the Series A Holders holding a majority of the Series A Conversion Stock. (iii) At all times that the Series B Preferred Stock outstanding is at least fifty percent (50%) of the Series A Preferred Stock issued and outstanding on the last Subsequent Closing Date, the holders of Series B Preferred Stock and the Agent Warrant (collectively, the "Series B Holders") (acting by the consent of the Series B Preferred Holders holding a majority of the Series B Conversion Stock), voting together shall have the right to designate one (1) person to serve as a separate classdirector, are entitled whom shall have one whole vote for all actions taken by the Board and shall be as designated in writing to elect a director (the “Company by the Series B Preferred Director”), as long as Radius Venture Partners III, L.P. (“Radius”) owns any shares Holders holding a majority of the Series B Preferred Conversion Stock, each Holder shall vote or otherwise act to elect one individual nominated by Radius (the “Radius Nominee”); the initial Radius Nominee shall be Xxxxxx X. Xxxxx. (b) At each election of directors The persons entitled to name a director pursuant to Section 3.5(a) above are referred to in which this Section 3.5 as the holders of "Principals" with respect to that director. If Principals give notice at any time to the Series A Convertible Preferred Stock Company and Series A-1 Preferred Stock, voting together the Olims that an individual then serving as a separate class, are entitled to elect directors (the “Series A Preferred Directors”), as long as Emerald Stage2 Ventures, L.P. (“Emerald”) owns any shares of Series A Convertible Preferred Stock or Series A-1 Preferred Stock, each Holder shall vote or otherwise act to elect one individual nominated by Emerald (the “Emerald Nominee”) and, as long as Originate Growth Fund #1 Q, L.P. and/or Originate Growth Fund #1 A, L.P. (together, “Originate”) own(s) any shares of Series A Convertible Preferred Stock or Series A-1 Preferred Stock, each Holder shall vote or otherwise act to elect one individual nominated by Originate (the “Originate Nominee”); the initial Emerald Nominee shall be Xxxxx Xxxxxx and the initial Originate Nominee shall be Xxxx Xxxxxxxx; (c) At each election of directors in which the holders of Voting Common Stock, voting as a separate class, are entitled to elect directors, each Holder shall vote or otherwise act to elect two individuals nominated by the holders of at least a majority of the voting power of the Voting Common Stock, voting as a separate class (excluding any Voting Common Stock issued upon conversion of Preferred Stock) (the “Common Directors”); the initial Common Directors shall be Xxxxxx X. Xxxxxxxx and Xxxxxx Xxxxxxxx; and (d) At each election of directors in which the holders of Voting Common Stock, voting as a separate class, are entitled to elect directors, each Holder shall vote or otherwise act to elect two individuals nominated by the holders of at least a majority of the voting power of the Voting Common Stock, voting as a separate class (excluding any Voting Common Stock issued upon conversion of Preferred Stock) who are not otherwise an Affiliate (defined below) director of the Company or of any Holder and who is reasonably acceptable to at the Preferred Directors currently in office (the “Independent Directors”); the initial Independent Directors shall be Xxxxxx Xxxxxxxx and Xx Xxxxxxxxxx. (e) For purposes of this Agreement, an individual, firm, corporation, partnership, association, limited liability company, trust or any other entity (collectively, a “Person”) shall be deemed an “Affiliate” of another Person who, directly or indirectly, controls, is controlled by or is under common control with such Person, including, without limitation, any general partner, managing member, officer or director designation of such Person or any venture capital fund now or hereafter existing that Principals is controlled by one or more general partners or managing members ofno longer their designee, or shares then the same management company with, such PersonCompany and the Olims shall take all action necessary to remove the director so designated.

Election of Directors. In any and all elections (a) Each holder of directors of the Company, each Holder Class B Common Stock shall vote or cause to be voted all Shares owned by such Holder or over which such Holder has voting control, of its shares of Class B Common Stock and shall take all other necessary or desirable actions necessary and within such HolderStockholder’s reasonable control (whether in such Stockholder’s capacity as a stockholder, director, member of a Board committee or officer of the Company or otherwise, and including, without limitation, attendance at meetings in person or by proxy for purposes of obtaining a quorum and quorum, execution of a written consentconsents in lieu of meetings and approval of amendments and/or restatements of the Company’s certificate of incorporation or by-laws), and the Company shall take all necessary and desirable actions within its reasonable control (including, without limitation, calling special board Board or stockholder meetings and stockholder meetings or soliciting written consents from such parties) so that the following provisions regarding the election approval of directors shall be effected, beginning as amendments and/or restatements of the date hereofCompany’s certificate of incorporation or by-laws), so that: (ai) At each election the authorized number of directors in which on the holders Board shall be as established by OTPP; provided that such number shall initially be three; (ii) the Chief Executive Officer of the Series B Preferred Stock, voting together as a separate class, are entitled to elect a director (the “Series B Preferred Director”), as long as Radius Venture Partners III, L.P. (“Radius”) owns any shares of Series B Preferred Stock, each Holder shall vote or otherwise act to elect one individual nominated by Radius (the “Radius Nominee”); the initial Radius Nominee Company shall be Xxxxxx X. Xxxxxelected to the Board; (iii) the remainder of the directors, which will be designated by OTPP, shall be elected to the Board; (iv) the removal from the Board (with or without cause) of any representative designated pursuant hereto by OTPP shall be at OTPP’s written request, but only upon such written request and under no other circumstances. (b) At In order to secure the obligation of each holder of Class B Common Stock to vote its shares of Class B Common Stock in accordance with the provisions of Section 8(a) above, each such holder (to the extent it is a Non-OTPP Stockholder) hereby irrevocably appoints OTPP as its true and lawful proxy and attorney-in-fact, with full power of substitution, to vote all of such holder’s shares of Class B Common Stock for the election and removal of directors and all such other matters as expressly provided for in which Section 8(a) above. OTPP may exercise the holders irrevocable proxy granted to it hereunder at any time any such holder fails to comply with the provisions of this Section 8(a). The proxies and powers granted by each such holder pursuant to this Section 8(b) are coupled with an interest and are given to secure the performance of the Series A Convertible Preferred Stock obligations under this Agreement. Such proxies and Series A-1 Preferred Stock, voting together as a separate class, are entitled to elect directors (powers will be irrevocable until the “Series A Preferred Directors”), as long as Emerald Stage2 Ventures, L.P. (“Emerald”) owns any shares termination of Series A Convertible Preferred Stock or Series A-1 Preferred Stock, each Holder shall vote or otherwise act to elect one individual nominated by Emerald (the “Emerald Nominee”) and, as long as Originate Growth Fund #1 Q, L.P. and/or Originate Growth Fund #1 A, L.P. (together, “Originate”) own(s) any shares of Series A Convertible Preferred Stock or Series A-1 Preferred Stock, each Holder shall vote or otherwise act to elect one individual nominated by Originate (the “Originate Nominee”); the initial Emerald Nominee shall be Xxxxx Xxxxxx and the initial Originate Nominee shall be Xxxx Xxxxxxxx;this Agreement. (c) At each election of directors in which the holders of Voting Common Stock, voting as a separate class, are entitled to elect directors, each Holder shall vote or otherwise act to elect two individuals nominated by the holders Approval of at least a majority one member of the voting power Board, other than the Chief Executive Officer or any Independent Director, shall be required in connection with any action of the Voting Common Stock, voting as a separate class (excluding any Voting Common Stock issued upon conversion of Preferred Stock) (the “Common Directors”); the initial Common Directors shall be Xxxxxx X. Xxxxxxxx and Xxxxxx Xxxxxxxx; andBoard. (d) At each election The composition of the board of directors in which the holders (or similar forming bodies) of Voting Common Stock, voting as a separate class, are entitled to elect directors, each Holder shall vote or otherwise act to elect two individuals nominated by the holders of at least a majority of the voting power of the Voting Common Stock, voting as a separate class Company’s Subsidiaries (excluding any Voting Common Stock issued upon conversion of Preferred Stock) who are not otherwise an Affiliate (defined below) of the Company or of any Holder and who is reasonably acceptable to the Preferred Directors currently in office (the “Independent Directors”); the initial Independent Directors shall be Xxxxxx Xxxxxxxx and Xx Xxxxxxxxxx. (e) For purposes of this Agreement, an individual, firm, corporation, partnership, association, limited liability company, trust or any other entity (collectively, a “PersonSubsidiary Board”) shall be deemed an “Affiliate” determined only upon the approval of another Person who, directly or indirectly, controls, is controlled by or is under common control with such Person, including, without limitation, the Board; and any general partner, managing member, officer or director committee of such Person the Board or any venture capital fund now Subsidiary Board shall be created only upon the approval of the Board or hereafter existing such Subsidiary Board; provided that is controlled by one or more general partners or managing members of, or shares the same management company with, such Personcomposition of the board of directors of DPC shall be as provided in the Voting Agreement.