Common use of Matters Requiring Investor Director Approval Clause in Contracts

Matters Requiring Investor Director Approval. So long as either (x) the holders of Series A Preferred Stock are entitled to elect one or more Series A Directors or (y) the holders of the Series B Preferred Stock are entitled to elect one or more Series B Directors, the Company hereby covenants and agrees with each of the Investors that it shall not, nor shall it permit any subsidiary of the Company to, without approval of the Board, which approval must include the affirmative vote of a majority of the Preferred Directors (which majority shall include a Series B Director), or the approval of the Requisite Holders: (a) make, or permit any subsidiary to make, any loan or advance to, or own any stock or other securities of, any subsidiary or other corporation, partnership, or other entity unless it is wholly owned by the Company; (b) make, or permit any subsidiary to make, any loan or advance to any Person, including, without limitation, any employee or director of the Company or any subsidiary, in excess of $100,000 (in the case of individuals) or $500,000 (in the case of Persons that are not individuals), except advances and similar expenditures in the ordinary course of business or under the terms of an employee stock or option plan approved by the Board; (c) guarantee, directly or indirectly, or permit any subsidiary to guarantee, directly or indirectly, any indebtedness of any third party, except for trade accounts of the Company or any subsidiary arising in the ordinary course of business; (d) make any investment inconsistent with any investment policy approved by the Board; (e) incur any aggregate indebtedness in excess of $500,000 that is not already included in a budget approved by the Board, other than trade credit incurred in the ordinary course of business; (f) enter into or be a party to any transaction with any stockholder, director or officer of the Company or any “associate” (as defined in Rule 12b-2 promulgated under the Exchange Act) of any such Person, except for transactions contemplated by this Agreement and the Purchase Agreement or transactions (including agreements related to the compensation of the Company’s executive officers) made in the ordinary course of business upon fair and reasonable terms that are approved by a majority of the disinterested members of the Board; (g) increase the shares of Common Stock reserved for issuance under the Company’s equity incentive plan or adopt any other equity incentive plan; (h) hire or terminate the chief executive officer; (i) enter into any corporate strategic relationship involving the payment, contribution, or assignment of money or assets which exceeds $5,000,000 in any single transaction or in the aggregate ten percent (10%) of the aggregate value of the Company’s net assets on a consolidated basis in any consecutive twelve-month period; (j) sell, lease, transfer, exclusively license or otherwise dispose of material assets and/or intellectual property of the Company or its subsidiaries, in one or a series of related transactions, the aggregate value of which exceeds $5,000,000 in any single transaction or in the aggregate ten percent (10%) of the aggregate value of the Company’s net assets on a consolidated basis in any consecutive twelve-month period; (k) acquire (by merger or stock or asset purchase or otherwise) any Person, business or asset in one or a series of related transactions, the aggregate value of which exceeds $5,000,0000 in any such one or series of related transactions or in the aggregate ten percent (10%) of the aggregate value of the Company’s net assets on a consolidated basis in any consecutive twelve-month period; (l) make any material change in the business plan or business scope; (m) settle any material litigation, arbitration or legal disputes; (n) appoint or remove the Company’s auditor or change materially in accounting policies and standards, including financial year or tax year of the Company; (o) effect any single capital expenditure, the value of which exceeds $5,000,000 in any single transaction or in the aggregate ten percent (10%) of the aggregate value of the Company’s net assets in any fiscal year; or (p) enter into an agreement to do any of the foregoing. For purposes of this Section 5.4, the value of any net assets shall be the value as determined by the Company in good faith. Upon the request of any Investor, the Company shall provide such Investor with reasonable written documentation supporting the basis of such determination of value, and provide such Investor with reasonable access to the personnel, properties, books and records of the Company for the purpose of evaluating the foregoing determination. If such Investor raises any reasonable objections to the foregoing determination, the Company shall consider in good faith such objections and make such revisions to the final determination of value as may be mutually agreed between the Company and such Investor. Notwithstanding anything to the contrary in this Section 5.4, such approval of the Board or the Requisite Holders shall not be required with respect to actions contemplated by any agreements entered into between the Company and its stockholder(s) on or prior to the date hereof.

Matters Requiring Investor Director Approval. So long as either (x) the holders of Series A Preferred Stock are entitled to elect one or more Series A Directors or (y) the holders of the Series B a Preferred Stock are entitled to elect one or more Series B DirectorsDirector, the Company hereby covenants and agrees with each of the Investors that it shall not, nor shall it permit any subsidiary of the Company to, without approval of the BoardBoard of Directors, which approval must include the affirmative vote of a majority at least one of the Preferred Directors (which majority shall include a Series B Director), or the approval of the Requisite HoldersDirectors: (a) make, or permit any subsidiary to make, make any loan or advance to, or own any stock or other securities of, any subsidiary or other corporation, partnership, or other entity unless it is wholly owned by the Company; (b) make, or permit any subsidiary to make, make any loan or advance to any Person, including, without limitation, any employee or director of the Company or any subsidiary, in excess of $100,000 (in the case of individuals) or $500,000 (in the case of Persons that are not individuals), except advances and similar expenditures in the ordinary course of business or under the terms of an employee stock or option plan approved by the BoardBoard of Directors, including at least one of the Preferred Directors; (c) guarantee, directly or indirectly, or permit any subsidiary to guarantee, directly or indirectly, any indebtedness of any third party, except for trade accounts of the Company or any subsidiary arising in the ordinary course of business; (d) make any investment inconsistent with any investment policy approved by the BoardBoard of Directors; (e) incur any aggregate indebtedness in excess of $500,000 250,000 that is not already included in a budget approved by the BoardBoard of Directors, other than trade credit incurred in the ordinary course of business; (f) otherwise enter into or be a party to any transaction with any stockholderdirector, director officer, or officer employee of the Company or any “associate” (as defined in Rule 12b-2 promulgated under the Exchange Act) of any such Person, except for transactions contemplated by this Agreement and the Purchase Agreement Agreement; transactions resulting in payments to or by the Company in an aggregate amount less than $100,000 per year; or transactions (including agreements related to the compensation of the Company’s executive officers) made in the ordinary course of business and pursuant to reasonable requirements of the Company’s business and upon fair and reasonable terms that are approved by a majority of the disinterested members Board of the BoardDirectors; (g) hire, terminate, or change the compensation of the executive officers, including approving any option grants or stock awards to executive officers; (h) change the principal business of the Company, enter new lines of business, or exit the current line of business; (i) sell, assign, license, pledge, or encumber material technology or intellectual property, other than licenses granted in the ordinary course of business; (j) increase the shares of Common Stock reserved for issuance under the Company’s equity incentive plan 2015 Stock Incentive Plan or adopt any other equity incentive plan;; or (h) hire or terminate the chief executive officer; (ik) enter into any corporate strategic relationship involving the payment, contribution, or assignment by the Company or to the Company of money or assets which exceeds greater than $5,000,000 in any single transaction or in the aggregate ten percent (10%) of the aggregate value of the Company’s net assets on a consolidated basis in any consecutive twelve-month period; (j) sell, lease, transfer, exclusively license or otherwise dispose of material assets and/or intellectual property of the Company or its subsidiaries, in one or a series of related transactions, the aggregate value of which exceeds $5,000,000 in any single transaction or in the aggregate ten percent (10%) of the aggregate value of the Company’s net assets on a consolidated basis in any consecutive twelve-month period; (k) acquire (by merger or stock or asset purchase or otherwise) any Person, business or asset in one or a series of related transactions, the aggregate value of which exceeds $5,000,0000 in any such one or series of related transactions or in the aggregate ten percent (10%) of the aggregate value of the Company’s net assets on a consolidated basis in any consecutive twelve-month period; (l) make any material change in the business plan or business scope; (m) settle any material litigation, arbitration or legal disputes; (n) appoint or remove the Company’s auditor or change materially in accounting policies and standards, including financial year or tax year of the Company; (o) effect any single capital expenditure, the value of which exceeds $5,000,000 in any single transaction or in the aggregate ten percent (10%) of the aggregate value of the Company’s net assets in any fiscal year; or (p) enter into an agreement to do any of the foregoing. For purposes of this Section 5.4, the value of any net assets shall be the value as determined by the Company in good faith. Upon the request of any Investor, the Company shall provide such Investor with reasonable written documentation supporting the basis of such determination of value, and provide such Investor with reasonable access to the personnel, properties, books and records of the Company for the purpose of evaluating the foregoing determination. If such Investor raises any reasonable objections to the foregoing determination, the Company shall consider in good faith such objections and make such revisions to the final determination of value as may be mutually agreed between the Company and such Investor. Notwithstanding anything to the contrary in this Section 5.4, such approval of the Board or the Requisite Holders shall not be required with respect to actions contemplated by any agreements entered into between the Company and its stockholder(s) on or prior to the date hereof250,000.

Matters Requiring Investor Director Approval. (a) So long as either (x) the holders of Series A Preferred Stock are entitled to elect one or more Series A Directors or (y) the holders of the Series B three Preferred Stock are entitled to elect one or more Series B Directors, the Company hereby covenants and agrees with each of the Investors that it shall not, nor shall it permit any subsidiary of the Company to, without approval of the BoardBoard of Directors, which approval must include the affirmative vote or consent of a majority of the at least two Preferred Directors (which majority shall include a Series B Director), or the approval of the Requisite HoldersDirectors: (ai) make, or permit any subsidiary to make, any loan or advance to, or own any stock or other securities of, any subsidiary or other corporation, partnership, or other entity unless it is wholly owned by the Company; (bii) make, or permit any subsidiary to make, any loan or advance to any Person, including, without limitation, any employee or director of the Company or any subsidiary, in excess of $100,000 (in the case of individuals) or $500,000 (in the case of Persons that are not individuals), except advances and similar expenditures in the ordinary course of business or under the terms of an employee stock or option plan approved by the BoardBoard of Directors, including the affirmative vote or consent of at least two Preferred Directors; (ciii) guaranteeimplement or change (or make any investment inconsistent with) the Company’s cash investment policy; (iv) hire, directly or indirectlyterminate, or permit any subsidiary to guarantee, directly or indirectly, any indebtedness of any third party, except for trade accounts change the compensation of the Company executive officers, including approving any option grants or any subsidiary arising stock awards to executive officers; (v) change the principal business of the Company, enter new lines of business, or exit the current line of business; or (vi) sell, assign, license, pledge, or encumber material technology or intellectual property, other than licenses granted in the ordinary course of business;. (db) make any investment inconsistent In addition, so long as the holders of Preferred Stock are entitled to elect three Preferred Directors, the Company hereby covenants and agrees with any investment policy approved by each of the Board;Investors that it shall not, without approval of the Board of Directors, which approval must include the affirmative vote or consent of at least two Preferred Directors: (e) incur any aggregate indebtedness in excess of $500,000 that is not already included in a budget approved by the Board, other than trade credit incurred in the ordinary course of business; (fi) enter into or be a party to any transaction with any stockholderdirector, director officer, or officer Founder of the Company or any “associate” (as defined in Rule 12b-2 promulgated under the Exchange Act) of any such Person, except for transactions contemplated by this Agreement and the Purchase Agreement including without limitation any “management bonus” or transactions (including agreements related similar plan providing payments to the compensation of employees in connection with a Deemed Liquidation Event, as such term is defined in the Company’s executive officers) made in the ordinary course Certificate of business upon fair and reasonable terms that are approved by a majority of the disinterested members of the Board;Incorporation; or (gii) approve any stock incentive or stock option plan or program, increase the number of shares of Common Stock reserved for issuance under the Company’s equity incentive any such plan or adopt any other equity incentive plan; (h) hire or terminate the chief executive officer; (i) enter into any corporate strategic relationship involving the payment, contributionprogram, or assignment of money or assets which exceeds $5,000,000 in any single transaction or in the aggregate ten percent (10%) of the aggregate value of the Company’s net assets on a consolidated basis in any consecutive twelve-month period; (j) sell, lease, transfer, exclusively license or otherwise dispose of material assets and/or intellectual property of the Company or its subsidiaries, in one or a series of related transactions, the aggregate value of which exceeds $5,000,000 in any single transaction or in the aggregate ten percent (10%) of the aggregate value of the Company’s net assets on a consolidated basis in any consecutive twelve-month period; (k) acquire (by merger or stock or asset purchase or otherwise) any Person, business or asset in one or a series of related transactions, the aggregate value of which exceeds $5,000,0000 in any such one or series of related transactions or in the aggregate ten percent (10%) of the aggregate value of the Company’s net assets on a consolidated basis in any consecutive twelve-month period; (l) make any material change in the business plan or business scope; (m) settle any material litigation, arbitration or legal disputes; (n) appoint or remove the Company’s auditor or change materially in accounting policies and standards, including financial year or tax year of the Company; (o) effect any single capital expenditure, the value of which exceeds $5,000,000 in any single transaction or in the aggregate ten percent (10%) of the aggregate value of the Company’s net assets in any fiscal year; or (p) enter into an agreement to do any of the foregoing. For purposes of this Section 5.4, the value accelerate vesting of any net assets shall be the value as determined by the Company in good faith. Upon the request of any Investorstock option, the Company shall provide such Investor with reasonable written documentation supporting the basis of such determination of valuerestricted stock, and provide such Investor with reasonable access to the personnel, properties, books and records of the Company for the purpose of evaluating the foregoing determination. If such Investor raises any reasonable objections to the foregoing determination, the Company shall consider in good faith such objections and make such revisions to the final determination of value as may be mutually agreed between the Company and such Investor. Notwithstanding anything to the contrary in this Section 5.4, such approval of the Board or the Requisite Holders shall not be required with respect to actions contemplated by any agreements entered into between the Company and its stockholder(s) on or prior to the date hereofother equity-based incentive.

Matters Requiring Investor Director Approval. So long as either (x) the holders of Series A Preferred Stock are entitled to elect one or more Series A Directors or (y) the holders of the Series B Preferred Stock are entitled to elect one or more Series B Directors, the Company hereby covenants and agrees with each of the Investors that it shall not, nor shall it permit any subsidiary of the Company to, without approval of the BoardBoard of Directors, which approval must include the affirmative vote of a majority of the at least three (3) Preferred Directors (which majority shall include a Series B Director), or all Preferred Directors then in office if there are at the approval time fewer than three (3) Preferred Directors on the Board of Directors of the Requisite Holders:Corporation): (a) make, or permit any subsidiary to make, any loan or advance to, or own any stock or other securities of, any subsidiary or other individual, corporation, partnership, or other entity unless it except to an entity that is wholly owned by the Company; (b) make, or permit any subsidiary to make, any loan or advance to any Person, including, without limitation, any employee or director of the Company or any subsidiary, in excess of $100,000 (in the case of individuals) or $500,000 (in the case of Persons that are not individuals), except advances and similar expenditures in the ordinary course of business or under the terms of an employee stock or option plan approved by the BoardBoard of Directors; (c) guarantee, directly or indirectly, or permit any subsidiary to guarantee, directly or indirectly, any indebtedness of any third party, except for trade accounts of the Company or any subsidiary arising in the ordinary course of business; (d) make any investment inconsistent with any investment policy approved by the BoardBoard of Directors; (e) incur any aggregate indebtedness in excess of $500,000 100,000 that is not already included in a budget approved by the BoardBoard of Directors, other than trade credit incurred in the ordinary course of business; (f) otherwise enter into or be a party to any transaction with any stockholderdirector, director officer, shareholder or officer employee of the Company or any “associate” (as defined in Rule 12b-2 promulgated under the Exchange Act) of any such Person, including without limitation any “management bonus” or similar plan providing payments to employees in connection with a Deemed Liquidation Event, as such term is defined in the Company’s Certificate of Incorporation, except for transactions contemplated by this Agreement and Agreement, the Purchase Agreement Agreement; transactions resulting in payments to or by the Company in an aggregate amount less than $60,000 per year; or transactions (including agreements related to the compensation of the Company’s executive officers) made in the ordinary course of business and pursuant to reasonable requirements of the Company’s business and upon fair and reasonable terms that are approved by a majority of the disinterested members Board of the BoardDirectors; (g) increase the shares of Common Stock reserved for issuance under the Company’s adopt or amend any employee equity incentive plan plans or adopt any other employee equity incentive planplans, including any increase in the aggregate number of shares issuable pursuant thereto; (h) hire hire, terminate, or terminate change the chief compensation of the executive officerofficers, including approving any option grants or stock awards to executive officers; (i) change the principal business of the Company, enter new lines of business, or exit the current line of business; (j) adopt or amend any budget or business plan; (k) acquire, sell, assign, license, pledge, or encumber any material assets, technology or intellectual property, other than licenses granted in the ordinary course of business; or (l) enter into any corporate strategic relationship relationship, including any joint venture or partnership, involving the payment, contribution, or assignment by the Company or to the Company of money or assets which exceeds greater than $5,000,000 in any single transaction or in the aggregate ten percent (10%) of the aggregate value of the Company’s net assets on a consolidated basis in any consecutive twelve-month period; (j) sell, lease, transfer, exclusively license or otherwise dispose of material assets and/or intellectual property of the Company or its subsidiaries, in one or a series of related transactions, the aggregate value of which exceeds $5,000,000 in any single transaction or in the aggregate ten percent (10%) of the aggregate value of the Company’s net assets on a consolidated basis in any consecutive twelve-month period; (k) acquire (by merger or stock or asset purchase or otherwise) any Person, business or asset in one or a series of related transactions, the aggregate value of which exceeds $5,000,0000 in any such one or series of related transactions or in the aggregate ten percent (10%) of the aggregate value of the Company’s net assets on a consolidated basis in any consecutive twelve-month period; (l) make any material change in the business plan or business scope; (m) settle any material litigation, arbitration or legal disputes; (n) appoint or remove the Company’s auditor or change materially in accounting policies and standards, including financial year or tax year of the Company; (o) effect any single capital expenditure, the value of which exceeds $5,000,000 in any single transaction or in the aggregate ten percent (10%) of the aggregate value of the Company’s net assets in any fiscal year; or (p) enter into an agreement to do any of the foregoing. For purposes of this Section 5.4, the value of any net assets shall be the value as determined by the Company in good faith. Upon the request of any Investor, the Company shall provide such Investor with reasonable written documentation supporting the basis of such determination of value, and provide such Investor with reasonable access to the personnel, properties, books and records of the Company for the purpose of evaluating the foregoing determination. If such Investor raises any reasonable objections to the foregoing determination, the Company shall consider in good faith such objections and make such revisions to the final determination of value as may be mutually agreed between the Company and such Investor. Notwithstanding anything to the contrary in this Section 5.4, such approval of the Board or the Requisite Holders shall not be required with respect to actions contemplated by any agreements entered into between the Company and its stockholder(s) on or prior to the date hereof100,000.

Matters Requiring Investor Director Approval. So long as either (x) the holders of Series A Preferred Stock are entitled to elect one or more Series A Directors or (y) the holders of the Series B Preferred Stock are entitled to elect one or more Series B Directors, the Company hereby covenants and agrees with each of the Investors that it shall not, nor shall it permit any subsidiary of the Company to, without approval of the Board, which approval must include the affirmative vote of at least a majority of the Preferred Directors (which majority shall include a Series B Director), or then serving on the approval of the Requisite HoldersBoard: (a) make, or permit any subsidiary to make, any loan or advance to, or own any stock or other securities of, any subsidiary or other corporation, partnership, or other entity unless it is wholly owned by the Company; (b) make, or permit any subsidiary to make, any loan or advance to any Person, including, without limitation, any employee or director of the Company or any subsidiary, in excess of $100,000 (in the case of individuals) or $500,000 (in the case of Persons that are not individuals), except advances and similar expenditures in the ordinary course of business or under the terms of an employee stock or option plan approved by the BoardBoard and by the stockholders of the Company in accordance with applicable law and the Company’s Certificate of Incorporation; (c) guarantee, directly or indirectly, or permit any subsidiary to guarantee, directly or indirectly, any indebtedness of any third party, except for trade accounts of the Company or any subsidiary arising in the ordinary course of business; (d) make any investment inconsistent with any investment policy approved by the Board; (e) incur any aggregate indebtedness in excess of $500,000 100,000 that is not already included in a budget previously approved by the Board, other than trade credit incurred in the ordinary course of business; (f) hire, terminate the employment of, or materially change the compensation of, an executive officer, including approving any option grants or stock awards to an executive officer; (g) change the principal business of the Company, enter new lines of business, or exit the current line of business; (h) sell, assign, license, pledge, or encumber any material technology or intellectual property of the Company, other than licenses granted in the ordinary course of business; (i) enter into any transaction or business arrangement involving the payment, contribution, or assignment by the Company of money or assets in an amount greater than $1,000,000; or (j) otherwise enter into or be a party to any transaction with any stockholderdirector, director officer, or officer employee of the Company company or any “associate” (as defined in Rule Rules 12b-2 promulgated under the Exchange Act) of any such Person, except for (A) transactions contemplated by this Agreement, the Purchase Agreement and the Transaction Agreements (as defined in the Purchase Agreement Agreement) as in effect on the date hereof or amended in accordance with the terms hereof or thereof, as applicable, and (B) employment compensatory transactions (including agreements related to the compensation of the Company’s executive officers) with officers made in the ordinary course of business upon fair and reasonable terms that are approved by a majority of the disinterested members of the Board; (g) increase the shares of Common Stock reserved for issuance under the Company’s equity incentive plan or adopt any other equity incentive plan; (h) hire or terminate the chief executive officer; (i) enter into any corporate strategic relationship involving the payment, contribution, or assignment of money or assets which exceeds $5,000,000 in any single transaction or in the aggregate ten percent (10%) of the aggregate value of the Company’s net assets on a consolidated basis in any consecutive twelve-month period; (j) sell, lease, transfer, exclusively license or otherwise dispose of material assets and/or intellectual property of the Company or its subsidiaries, in one or a series of related transactions, the aggregate value of which exceeds $5,000,000 in any single transaction or in the aggregate ten percent (10%) of the aggregate value of the Company’s net assets on a consolidated basis in any consecutive twelve-month period; (k) acquire (by merger or stock or asset purchase or otherwise) any Person, business or asset in one or a series of related transactions, the aggregate value of which exceeds $5,000,0000 in any such one or series of related transactions or in the aggregate ten percent (10%) of the aggregate value of the Company’s net assets on a consolidated basis in any consecutive twelve-month period; (l) make any material change in the business plan or business scope; (m) settle any material litigation, arbitration or legal disputes; (n) appoint or remove the Company’s auditor or change materially in accounting policies and standards, including financial year or tax year of the Company; (o) effect any single capital expenditure, the value of which exceeds $5,000,000 in any single transaction or in the aggregate ten percent (10%) of the aggregate value of the Company’s net assets in any fiscal year; or (p) enter into an agreement to do any of the foregoing. For purposes of this Section 5.4, the value of any net assets shall be the value as determined by the Company in good faith. Upon the request of any Investor, the Company shall provide such Investor with reasonable written documentation supporting the basis of such determination of value, and provide such Investor with reasonable access to the personnel, properties, books and records of the Company for the purpose of evaluating the foregoing determination. If such Investor raises any reasonable objections to the foregoing determination, the Company shall consider in good faith such objections and make such revisions to the final determination of value as may be mutually agreed between the Company and such Investor. Notwithstanding anything to the contrary in this Section 5.4, such approval of the Board or a committee thereof or employment compensatory transactions with non-officer employees made in the Requisite Holders shall not be required with respect to actions contemplated by any agreements entered into between the Company and its stockholder(s) on or prior to the date hereofordinary course of business.

Matters Requiring Investor Director Approval. So long as either (x) the holders of Series A Preferred Stock are entitled to elect one or more Series A Directors or (y) the holders of the Series B a Preferred Stock are entitled to elect one or more Series B DirectorsDirector, the Company hereby covenants and agrees with each of the Investors that it shall not, nor shall it permit any subsidiary of the Company to, without approval of the BoardBoard of Directors, which approval must include the affirmative vote of a majority of the Preferred Directors (which majority shall include a Series B Director), or the approval of the Requisite HoldersDirectors: (a) make, or permit any subsidiary to make, any loan or advance to, or own any stock or other securities of, any subsidiary or other corporation, partnership, or other entity unless it is wholly owned by the Company; (b) make, or permit any subsidiary to make, any loan or advance to any Person, including, without limitation, any employee or director of the Company or any subsidiary, in excess of $100,000 (in the case of individuals) or $500,000 (in the case of Persons that are not individuals), except advances and similar expenditures in the ordinary course of business or under the terms of an employee stock or option plan approved by the BoardBoard of Directors; (c) guarantee, directly or indirectly, or permit any subsidiary to guarantee, directly or indirectly, any indebtedness of any third party, except for trade accounts of the Company or any subsidiary arising in the ordinary course of business, in an aggregate amount not to exceed $50,000; (d) make make, or permit any subsidiary to make, any investment inconsistent with any investment policy approved by the BoardBoard of Directors; (e) incur incur, or permit any aggregate subsidiary to incur, any indebtedness in excess of $500,000 100,000 in the aggregate among the Company and all of its subsidiaries that is not already included in a budget approved by the BoardBoard of Directors, other than trade credit incurred in the ordinary course of business; (f) otherwise enter into or be a party to, or permit any subsidiary to enter into or be a party to, any transaction with any stockholderdirector, director officer, or officer employee of the Company or any subsidiary or any “associate” (as defined in Rule 12b-2 promulgated under the Exchange Act) of any such Person; (g) hire, except for transactions contemplated by this Agreement and the Purchase Agreement terminate, or transactions (including agreements related to change the compensation of the Company’s executive officers of the Company or any subsidiary, including approving any option grants or stock awards to such executive officers; (h) made change the principal business of the Company, enter new lines of business, or exit the current line of business, or permit any subsidiary to do any of the foregoing; (i) acquire, sell, assign, license, pledge, or encumber material technology or intellectual property, or permit any subsidiary to do any of the foregoing, other than licenses granted in the ordinary course of business upon fair and reasonable terms that are approved by a majority of the disinterested members of the Boardbusiness; (g) increase the shares of Common Stock reserved for issuance under the Company’s equity incentive plan or adopt any other equity incentive plan; (h) hire or terminate the chief executive officer; (ij) enter into into, or permit any subsidiary to enter into, any corporate strategic relationship involving the payment, contribution, or assignment by the Company or any subsidiary or to the Company or any subsidiary of money or assets which exceeds greater than $5,000,000 in any single transaction or in the aggregate ten percent (10%) of the aggregate value of the Company’s net assets on a consolidated basis in any consecutive twelve-month period; (j) sell, lease, transfer, exclusively license or otherwise dispose of material assets and/or intellectual property of the Company or its subsidiaries, in one or a series of related transactions, the aggregate value of which exceeds $5,000,000 in any single transaction or in the aggregate ten percent (10%) of the aggregate value of the Company’s net assets on a consolidated basis in any consecutive twelve-month period100,000; (k) acquire (by merger create or authorize the creation of any stock option or asset purchase other equity incentive plan or otherwise) any Personarrangement, business or asset in one or a series increase the number of related transactions, the aggregate value of which exceeds $5,000,0000 in shares available for issuance under any such one plan or series of related transactions arrangement or in the aggregate ten percent (10%) otherwise amend, waive or terminate any of the aggregate value terms and provisions of such plan or arrangement, or permit any subsidiary to do any of the Company’s net assets on a consolidated basis foregoing with respect to any equity interests in any consecutive twelve-month period;such subsidiary; or (l) make enter into any material change in acquisition, transfer, license or other disposition of intellectual property rights or other assets outside the ordinary course of business plan or business scope; (m) settle cause any material litigation, arbitration or legal disputes; (n) appoint or remove the Company’s auditor or change materially in accounting policies and standards, including financial year or tax year subsidiary of the Company; (o) effect any single capital expenditure, the value of which exceeds $5,000,000 in any single transaction or in the aggregate ten percent (10%) of the aggregate value of the Company’s net assets in any fiscal year; or (p) enter into an agreement Company to do any of the foregoing. For purposes of this Section 5.4, the value of any net assets shall be the value as determined by the Company in good faith. Upon the request of any Investor, the Company shall provide such Investor with reasonable written documentation supporting the basis of such determination of value, and provide such Investor with reasonable access to the personnel, properties, books and records of the Company for the purpose of evaluating the foregoing determination. If such Investor raises any reasonable objections to the foregoing determination, the Company shall consider in good faith such objections and make such revisions to the final determination of value as may be mutually agreed between the Company and such Investor. Notwithstanding anything to the contrary in this Section 5.4, such approval of the Board or the Requisite Holders shall not be required with respect to actions contemplated by any agreements entered into between the Company and its stockholder(s) on or prior to the date hereof.

Matters Requiring Investor Director Approval. So long as either (x) the holders of Series A Preferred Stock are entitled to elect one or more Series A Directors or (y) the holders of the Series B Preferred Stock are entitled to elect one or more Series B Directors, the The Company hereby covenants and agrees with each of the Investors that it shall not, nor shall it permit any subsidiary of the Company to, without approval of the BoardBoard of Directors, which approval must include the affirmative vote of a majority of the Preferred Investor Directors (which majority shall include a Series B Director), or the approval of the Requisite Holdersso long as there are any Investor Directors: (a) make, or permit any subsidiary to make, any loan or advance to, or own any stock or other securities of, any subsidiary or other corporation, partnership, partnership or other entity entity, unless it is wholly owned by the Company; (b) make, or permit any subsidiary to make, any loan or advance to any Person, including, without limitation, any employee or director of the Company or any subsidiary, in excess of $100,000 (in the case of individuals) or $500,000 (in the case of Persons that are not individuals)except loans, except advances and similar expenditures in the ordinary course of business or under the terms of an employee stock or option plan approved by the BoardBoard of Directors or that are permitted under Subsection 5.5(a) above; (c) guarantee, directly or indirectly, or permit any subsidiary to guarantee, directly or indirectly, any indebtedness of any third party, except for trade accounts of the Company or any subsidiary arising in the ordinary course of business; (d) make any investment inconsistent with investment, other than investments in (1) prime commercial paper, (2) money market funds, (3) certificates of deposit in any investment policy approved United States bank having a net worth in excess of $100,000,000 or (4) obligations issued or guaranteed by the BoardUnted States of America, in each case having a maturity not in excess of one year; (e) incur any aggregate indebtedness in excess of $500,000 100,000 that is not already included in a budget approved by the BoardBoard of Directors, other than trade credit incurred in the ordinary course of business; (f) otherwise enter into or be a party to any transaction with any stockholderdirector, director officer, or officer employee of the Company or any “associate” (as defined in Rule 12b-2 promulgated under the Exchange Act) of any such Person, including without limitation any “management bonus” or similar plan providing payments to employees in connection with a Deemed Liquidation Event, as such term is defined in the Restated Certificate, except for the following: (1) transactions contemplated by this Agreement and the Purchase Agreement Agreement; (2) any grant or transactions (including agreements related to the compensation issuance of stock options or other equity incentives under any stock option plan or equity incentive plan approved by a majority of the Company’s executive Board of Directors; (3) any payments or benefits provided under any employee benefit plan approved by a majority of the Board of Directors; (4) payment of salary or other cash compensation to officers, directors or employees in amounts that have been approved by a majority of the Board of Directors, that are reflected in a budget approved by a majority of the Board of Directors or that are required or permitted to be paid pursuant to a written agreement to which the Company is a party; (4) transactions resulting in payments to or by the Company in an aggregate amount less than $60,000 per year; or (5) transactions made in the ordinary course of business and pursuant to reasonable requirements of the Company’s business and upon fair and reasonable terms that are approved by a majority of the disinterested members Board of the BoardDirectors; (g) increase hire or terminate any of the shares executive officers of Common Stock reserved for issuance under the Company, or change any of the compensation of (including approving the payment of bonues to) any of the executive officers unless contemplated in the Company’s equity incentive plan budget or adopt any other equity incentive planagreement between the Company and such executive officer; (h) hire or terminate enter new lines of business that are not primarily related to the chief executive officer; (i) enter into any corporate strategic relationship involving the payment, contribution, or assignment of money or assets which exceeds $5,000,000 in any single transaction or in the aggregate ten percent (10%) of the aggregate value of the Company’s net assets on a consolidated basis in any consecutive twelve-month period; (j) sell, lease, transfer, exclusively license or otherwise dispose of material assets and/or intellectual property business of the Company or its subsidiaries, in one or a series of related transactions, the aggregate value of which exceeds $5,000,000 in any single transaction or in the aggregate ten percent (10%) as conducted as of the aggregate value date of this Agreement, or exit the current line of business of the Company’s net assets on a consolidated basis in any consecutive twelve-month period; (k) acquire (by merger or stock or asset purchase or otherwise) any Person, business or asset in one or a series of related transactions, the aggregate value of which exceeds $5,000,0000 in any such one or series of related transactions or in the aggregate ten percent (10%) Company as conducted as of the aggregate value date of the Company’s net assets on a consolidated basis in any consecutive twelve-month period; (l) make any material change in the business plan or business scope; (m) settle any material litigationthis Agreement, arbitration or legal disputes; (n) appoint or remove the Company’s auditor or change materially in accounting policies and standards, including financial year or tax year the principal business of the Company; (oi) effect any single capital expendituresell, the value of which exceeds $5,000,000 in any single transaction assign, license, pledge, or encumber material technology or intellectual property, other than licenses granted in the aggregate ten percent ordinary course of business; (10%j) the acquisition of all or substantially all of the aggregate value properties, assets or stock of the Company’s net assets in any fiscal yearanother company or entity; or (pk) enter into an agreement to do any increase the size of the foregoing. For purposes Board of this Section 5.4, the value of any net assets shall be the value as determined by the Company in good faith. Upon the request of any Investor, the Company shall provide such Investor with reasonable written documentation supporting the basis of such determination of value, and provide such Investor with reasonable access to the personnel, properties, books and records Directors of the Company for the purpose of evaluating the foregoing determination. If such Investor raises any reasonable objections to the foregoing determination, the Company shall consider in good faith such objections and make such revisions to the final determination of value as may be mutually agreed between the Company and such Investor. Notwithstanding anything to the contrary in this Section 5.4, such approval of the Board or the Requisite Holders shall not be required with respect to actions contemplated by any agreements entered into between the Company and its stockholder(sabove nine (9) on or prior to the date hereofmembers.

Matters Requiring Investor Director Approval. So long as either (x) the holders of Series A Preferred Stock are entitled to elect one or more Series A Directors or (y) the holders The Company shall not do any of the Series B Preferred Stock are entitled to elect one or more Series B Directors, the Company hereby covenants and agrees with each of the Investors that it shall not, nor shall it permit any subsidiary of the Company tofollowing, without approval of the Board, which approval must include the affirmative vote of a majority of the Preferred Directors (which majority shall include a Series B Director), or the approval of the Requisite HoldersInvestor Director Consent: (a) makeApprove and modify the annual budget by more than $100,000; (b) Incur any capital expenditure (including obligations under hire-purchase and leasing arrangements, and whether in respect of a single item or permit multiple related items) which exceeds the amount for capital expenditure in the Company’s capital expenditure budget by more than $100,000; (c) Dispose (otherwise than in accordance with any subsidiary to make, relevant capital disposals forecast in the Company’s budget) of any loan asset of a capital nature having a book or advance to, or own any stock or other securities of, any subsidiary or other corporation, partnership, or other entity unless it is wholly owned by market value greater than $100,000; (d) Modify the strategy of the Company; (be) makeExecute finance leases; (f) Agree to credit lines, leases or borrowings or indebtedness in the nature of borrowings in excess of $100,000; (g) Mortgage or charge or permit the creation of or suffer to subsist any subsidiary to makemortgage or fixed or floating charge, lien (other than a lien arising by operation of law) or other Encumbrance over the whole or any part of its undertaking, property or assets; (h) Make any loan or advance to or give any Person, including, without limitation, any employee or director of the Company or any subsidiary, in excess of $100,000 credit (in the case of individuals) or $500,000 (in the case of Persons that are not individuals), except advances and similar expenditures other than in the ordinary course of business business) to any person or under acquire any loan capital of any corporate body (wherever incorporated); (i) Appoint or dismiss Key Employees; (j) Engage any employee or consultant on terms that either his contract cannot be terminated by three months’ notice or less or his emoluments and/or commissions or bonuses are or are likely to be at the rate of $200,000 per annum or more or increase the emoluments and/or commissions or bonuses of any employee or consultant to more than $200,000 per annum or vary the terms of an employment of any employee stock earning (or option plan approved by the Boardso that after such variation he will, or is likely to earn) more than $200,000 per annum; (ck) guaranteeVary or make any binding decisions on the terms of employment and service of any director, directly officer, Key Employee of the Company, increase or indirectlyvary the salary or other benefits of any such officer, or permit appoint or dismiss any subsidiary such officer; (l) Appoint legal counsel responsible for monitoring the corporate matters of the Company and subsidiaries; (m) Conduct any litigation material to guarantee, directly or indirectly, any indebtedness of any third partythe Company, except for trade accounts the collection of the Company or any subsidiary debts arising in the ordinary course of business;the business carried on by the Company or any application for an interim injunction or other application or action (including interim defense) which is urgently required in the best interests of the Company in circumstances in which it is not reasonably practicable to obtain prior consent; or (dn) make any investment inconsistent with any investment policy approved by the Board; (e) incur any aggregate indebtedness in excess of $500,000 that is not already included in a budget approved by the Board, other than trade credit incurred in the ordinary course of business; (f) Otherwise enter into or be a party to any transaction with any director, stockholder, director officer, or officer employee of the Company or any “associate” (as defined in Rule 12b-2 promulgated under the Exchange Act) of any such Person, except for transactions contemplated by this Agreement and the Purchase Agreement or transactions (including agreements related to the compensation of the Company’s executive officers) made in the ordinary course of business upon fair and reasonable terms that are approved by a majority of the disinterested members of the Board; (g) increase the shares of Common Stock reserved for issuance under the Company’s equity incentive plan or adopt any other equity incentive plan; (h) hire or terminate the chief executive officer; (i) enter into any corporate strategic relationship involving the payment, contribution, or assignment of money or assets which exceeds $5,000,000 in any single transaction or in the aggregate ten percent (10%) of the aggregate value of the Company’s net assets on a consolidated basis in any consecutive twelve-month period; (j) sell, lease, transfer, exclusively license or otherwise dispose of material assets and/or intellectual property of the Company or its subsidiaries, in one or a series of related transactions, the aggregate value of which exceeds $5,000,000 in any single transaction or in the aggregate ten percent (10%) of the aggregate value of the Company’s net assets on a consolidated basis in any consecutive twelve-month period; (k) acquire (by merger or stock or asset purchase or otherwise) any Person, business or asset in one or a series of related transactions, the aggregate value of which exceeds $5,000,0000 in any such one or series of related transactions or in the aggregate ten percent (10%) of the aggregate value of the Company’s net assets on a consolidated basis in any consecutive twelve-month period; (l) make any material change in the business plan or business scope; (m) settle any material litigation, arbitration or legal disputes; (n) appoint or remove the Company’s auditor or change materially in accounting policies and standards, including financial year or tax year of the Company; (o) effect any single capital expenditure, the value of which exceeds $5,000,000 in any single transaction or in the aggregate ten percent (10%) of the aggregate value of the Company’s net assets in any fiscal year; or (p) enter into an agreement to do any of the foregoing. For purposes of this Section 5.4, the value of any net assets shall be the value as determined by the Company in good faith. Upon the request of any Investor, the Company shall provide such Investor with reasonable written documentation supporting the basis of such determination of value, and provide such Investor with reasonable access to the personnel, properties, books and records of the Company for the purpose of evaluating the foregoing determination. If such Investor raises any reasonable objections to the foregoing determination, the Company shall consider in good faith such objections and make such revisions to the final determination of value as may be mutually agreed between the Company and such Investor. Notwithstanding anything to the contrary in this Section 5.4, such approval of the Board or the Requisite Holders shall not be required with respect to actions contemplated by any agreements entered into between the Company and its stockholder(s) on or prior to the date hereof.

Matters Requiring Investor Director Approval. So long as either (x) the holders of Series A B Preferred Stock, Series C Preferred Stock and Series D Preferred Stock are entitled to elect one or more a Series A Directors or B/C/D Director (y) as defined in the holders of the Series B Preferred Stock are entitled to elect one or more Series B DirectorsRestated Certificate), the Company hereby covenants and agrees with each of the Investors that it shall not, nor shall it permit any subsidiary of the Company to, without approval of the BoardBoard of Directors, which approval must include the affirmative vote of a majority of the Preferred Directors (which majority shall include a then-serving Series B B/C/D Director), or the approval of the Requisite Holders: (a) make, or permit any subsidiary to make, any loan or advance to, or own any stock or other securities of, any subsidiary or other corporation, partnership, or other entity unless it is wholly owned by the Company; (b) make, or permit any subsidiary to make, any loan or advance to any Person, including, without limitation, any employee or director of the Company or any subsidiary, in excess of $100,000 (in the case of individuals) or $500,000 (in the case of Persons that are not individuals), except advances and similar expenditures in the ordinary course of business or under the terms of an employee stock or option plan approved by the Board; (c) guarantee, directly or indirectly, or permit any subsidiary to guarantee, directly or indirectly, any indebtedness of any third party, except for trade accounts of the Company or any subsidiary arising in the ordinary course of business; (d) make any investment inconsistent with any investment policy approved by the Board; (e) incur any aggregate indebtedness in excess of $500,000 that is not already included in a budget approved by the Board, other than trade credit incurred in the ordinary course of business; (f) enter into or be a party to any transaction with any stockholder, director or officer of the Company or any “associate” (as defined in Rule 12b-2 promulgated under the Exchange Act) of any such Person, except for transactions contemplated by this Agreement and the Purchase Agreement or transactions (including agreements related to the compensation of the Company’s executive officers) made in the ordinary course of business upon fair and reasonable terms that are approved by a majority of the disinterested members of the Board; (g) increase the shares of Common Stock reserved for issuance under the Company’s equity incentive plan or adopt any other equity incentive plan; (h) hire or terminate the chief executive officer; (i) enter into any corporate joint venture or (ii) enter into any agreement in connection with sponsored research, collaboration, technology license, development, OEM, marketing or other similar agreements or strategic relationship involving the payment, contribution, or assignment of money or assets partnerships in which exceeds $5,000,000 in any single transaction or in the aggregate ten percent (10%) of the aggregate value of the Company’s net assets on a consolidated basis in any consecutive twelve-month period; (j) sell, lease, transfer, exclusively license to or otherwise dispose of material assets and/or intellectual property obligation of the Company or its subsidiariesis greater than $10,000,000, in one or a series of related transactions, provided that the aggregate value of which exceeds $5,000,000 in any single transaction or in the aggregate ten percent (10%) of the aggregate value of the Company’s net assets on a consolidated basis in any consecutive twelve-month period; (k) acquire (by merger or stock or asset purchase or otherwise) any Person, business or asset in one or a series of related transactions, the aggregate value of which exceeds $5,000,0000 in any such one or series of related transactions or in the aggregate ten percent (10%) of the aggregate value of the Company’s net assets on a consolidated basis in any consecutive twelve-month period; (l) make any material change in the business plan or business scope; (m) settle any material litigation, arbitration or legal disputes; (n) appoint or remove the Company’s auditor or change materially in accounting policies and standards, including financial year or tax year of the Company; (o) effect any single capital expenditure, the value of which exceeds $5,000,000 in any single transaction or in the aggregate ten percent (10%) of the aggregate value of the Company’s net assets in any fiscal year; or (p) enter into an agreement approval otherwise required pursuant to do any of the foregoing. For purposes of this Section 5.4, the value of any net assets shall be the value as determined by the Company in good faith. Upon the request of any Investor, the Company shall provide such Investor with reasonable written documentation supporting the basis of such determination of value, and provide such Investor with reasonable access to the personnel, properties, books and records of the Company for the purpose of evaluating the foregoing determination. If such Investor raises any reasonable objections to the foregoing determination, the Company shall consider in good faith such objections and make such revisions to the final determination of value as may be mutually agreed between the Company and such Investor. Notwithstanding anything to the contrary in this Section 5.4, such approval of the Board or the Requisite Holders 5.3 shall not be required with respect to actions contemplated by any agreements entered into between such joint venture, agreement, strategic partnership or other arrangement described in this Section 5.3(a) if (x) Deerfield Management Company, L.P. (“Deerfield”), any Affiliate of Deerfield or any entity in which either Deerfield or any of Affiliate of Deerfield (collectively, the Company “Deerfield-Related Entities”), directly or indirectly, holds a voting interest in, or is issued or holds stock of, a principal party to such transaction (other than the Company) that represents beneficial ownership of not less than 5% of the equity of such principal party, (y) such Deerfield-Related Entity either (A) controls (as defined in Rule 12b-2 of the Securities Exchange Act of 1934, as amended) a principal party to such transaction (other than the Company), or (B) is a “major investor,” “major holder” or has comparable status with respect to a principal party to such transaction (other than the Company) as and its stockholder(s) on or prior to the date hereofextent that the term “major investor,” “major holder” or any comparable term that conveys participation, information and co-sale rights, is understood or defined with respect to such party’s governing corporate documents and (z) such transaction has been approved by the Board of Directors; (b) authorize the acquisition of any other entity or business, which shall include, without limitation, financial investments of at least $5,000,000 in cash; or (c) make any capital expenditures in a single transaction or series of related transactions in excess of $7,500,000.

Matters Requiring Investor Director Approval. So long as either (x) the holders any shares of Series A Preferred Stock are entitled to elect one or more Series A Directors or (y) the holders of the Series B Preferred Stock are entitled to elect one or more Series B Directorsremain outstanding, the Company hereby covenants and agrees with each of the Investors that it shall not, nor shall it permit any subsidiary of without first obtaining the Company to, without approval of the BoardBoard of Directors, which approval must include the affirmative vote of a majority of the Preferred Directors (which majority shall include a Series B Director), or the approval of the Requisite Holders: (a) A Directors; make, or permit any subsidiary to make, any loan or advance to, or own any stock or other securities of, any subsidiary or other corporation, partnership, or other entity unless it is wholly owned by the Company; (b) ; make, or permit any subsidiary to make, any loan or advance to any Person, including, without limitation, any employee or director of the Company or any subsidiary, in excess of $100,000 (in the case of individuals) or $500,000 (in the case of Persons that are not individuals), except advances and similar expenditures in the ordinary course of business or under the terms of an employee stock or option plan approved by the BoardBoard of Directors; (ca) guarantee, directly or indirectly, or permit any subsidiary to guarantee, directly or indirectly, any indebtedness of any third party, except for trade accounts of the Company or any subsidiary arising in the ordinary course of business; (db) make any investment inconsistent with any investment policy approved by the BoardBoard of Directors; (ec) incur any aggregate indebtedness in excess of $500,000 100,000 in the aggregate that is not already included in a budget approved covered by the BoardBudget, other than trade credit incurred in the ordinary course of business; (fd) otherwise enter into or be a party to any transaction with any stockholderdirector, director officer or officer employee of the Company or any “associate” (as defined in Rule 12b-2 promulgated under the Exchange Act) of any such Person; (e) hire, except for transactions contemplated by this Agreement and the Purchase Agreement terminate, or transactions (including agreements related to change the compensation of the Company’s executive officers, including approving or amending the terms of any option grants or stock awards to executive officers; (f) made change the principal business of the Company, or enter into a new line of business, or exit the existing line of business of the Company; (g) sell, assign, license, pledge or encumber material technology or intellectual property, other than licenses granted in the ordinary course of business upon fair and reasonable terms that are approved by a majority of the disinterested members of the Board; (g) increase the shares of Common Stock reserved for issuance under the Company’s equity incentive plan or adopt any other equity incentive plan;business; or (h) hire or terminate the chief executive officer; (i) enter into any corporate strategic relationship involving the payment, contribution, payment contribution or assignment by the Company or to the Company of money or assets which exceeds greater than $5,000,000 in any single transaction or in the aggregate ten percent (10%) of the aggregate value of the Company’s net assets on a consolidated basis in any consecutive twelve-month period; (j) sell, lease, transfer, exclusively license or otherwise dispose of material assets and/or intellectual property of the Company or its subsidiaries, in one or a series of related transactions, the aggregate value of which exceeds $5,000,000 in any single transaction or in the aggregate ten percent (10%) of the aggregate value of the Company’s net assets on a consolidated basis in any consecutive twelve-month period; (k) acquire (by merger or stock or asset purchase or otherwise) any Person, business or asset in one or a series of related transactions, the aggregate value of which exceeds $5,000,0000 in any such one or series of related transactions or in the aggregate ten percent (10%) of the aggregate value of the Company’s net assets on a consolidated basis in any consecutive twelve-month period; (l) make any material change in the business plan or business scope; (m) settle any material litigation, arbitration or legal disputes; (n) appoint or remove the Company’s auditor or change materially in accounting policies and standards, including financial year or tax year of the Company; (o) effect any single capital expenditure, the value of which exceeds $5,000,000 in any single transaction or in the aggregate ten percent (10%) of the aggregate value of the Company’s net assets in any fiscal year; or (p) enter into an agreement to do any of the foregoing. For purposes of this Section 5.4, the value of any net assets shall be the value as determined by the Company in good faith. Upon the request of any Investor, the Company shall provide such Investor with reasonable written documentation supporting the basis of such determination of value, and provide such Investor with reasonable access to the personnel, properties, books and records of the Company for the purpose of evaluating the foregoing determination. If such Investor raises any reasonable objections to the foregoing determination, the Company shall consider in good faith such objections and make such revisions to the final determination of value as may be mutually agreed between the Company and such Investor. Notwithstanding anything to the contrary in this Section 5.4, such approval of the Board or the Requisite Holders shall not be required with respect to actions contemplated by any agreements entered into between the Company and its stockholder(s) on or prior to the date hereof250,000.

Matters Requiring Investor Director Approval. So long as either (x) the holders of Series A Preferred Stock Shares are entitled to elect one or more a Series A Directors or (y) the holders of the Series B Preferred Stock are entitled to elect one or more Series B DirectorsDirector, the Company hereby covenants and agrees with each of the Investors that it shall not, nor shall it permit any subsidiary of the Company to, without approval of the BoardBoard of Directors, which approval must include the affirmative vote of all the Series A Directors and a majority of the Preferred Directors (which majority shall include a Series B Director), or the approval of the Requisite HoldersRainy Day Directors: (a) make, or permit any subsidiary to make, any loan or advance to, or own any stock or other securities of, any subsidiary or other corporation, partnership, or other entity unless it is wholly owned by approve the annual operating and capital budget of the Company; (b) increase the number of Common Shares reserved for issuance to employees or directors of, or consultants or advisors to the Company pursuant to the Company’s employee share or option plans previously approved by the Board of Directors; (c) incur any aggregate indebtedness for borrowed money in excess of the principal amount of Cdn$10,000,000; (d) make, or permit any subsidiary to make, any loan or advance to any Person, including, without limitation, any employee or director of the Company or any subsidiary, in excess of $100,000 (in the case of individuals) or $500,000 (in the case of Persons that are not individuals), except advances and similar expenditures in the ordinary course of business or under the terms of an employee stock or option plan approved by the Board; (c) guarantee, directly or indirectly, or permit any subsidiary to guarantee, directly or indirectly, any indebtedness of any third party, except for trade accounts of the Company or any subsidiary arising in the ordinary course of business; (d) make any investment inconsistent with any investment policy approved by the Board; (e) incur any aggregate indebtedness in excess of $500,000 that is not already included in a budget approved by the Board, other than trade credit incurred in the ordinary course of business; (f) otherwise enter into or be a party to any transaction with any stockholderdirector, director officer, or officer employee of the Company or any “associate” (as defined in Rule 12b-2 promulgated under the Exchange Act) of any such Person, except for transactions contemplated by this Agreement Agreement, the Subscription and Purchase Agreement, and the Transaction Agreements (as defined in the Subscription and Purchase Agreement Agreement); (f) subject to Section 9 of the Amended and Restated Voting Agreement, hire, terminate, or transactions (including agreements related to change the compensation of the Company’s executive officers) made in the ordinary course of business upon fair and reasonable terms that are approved by a majority of the disinterested members of the Board, including approving any option grants or share awards to executive officers; (g) increase the shares of Common Stock reserved for issuance under the Company’s equity incentive plan or adopt any other equity incentive plan; (h) hire or terminate the chief executive officer; (i) enter into any corporate strategic relationship involving the payment, contribution, or assignment of money or assets which exceeds $5,000,000 in any single transaction or in the aggregate ten percent (10%) of the aggregate value of the Company’s net assets on appoint a consolidated basis in any consecutive twelve-month period; (j) sell, lease, transfer, exclusively license or otherwise dispose of material assets and/or intellectual property of the Company or its subsidiaries, in one or a series of related transactions, the aggregate value of which exceeds $5,000,000 in any single transaction or in the aggregate ten percent (10%) of the aggregate value of the Company’s net assets on a consolidated basis in any consecutive twelve-month period; (k) acquire (by merger or stock or asset purchase or otherwise) any Person, business or asset in one or a series of related transactions, the aggregate value of which exceeds $5,000,0000 in any such one or series of related transactions or in the aggregate ten percent (10%) of the aggregate value of the Company’s net assets on a consolidated basis in any consecutive twelve-month period; (l) make any material change in the business plan or business scope; (m) settle any material litigation, arbitration or legal disputes; (n) appoint or remove the Company’s auditor or change materially in accounting policies and standards, including financial year or tax year new Chief Executive Officer of the Company; (oh) effect any single capital expenditure, change the value of which exceeds $5,000,000 in any single transaction or in the aggregate ten percent (10%) of the aggregate value principal business of the Company’s net assets in any fiscal year, enter new lines of business, or exit the current line of business; or (pi) enter into an agreement to do any amend the terms of the foregoing. For purposes of this Section 5.4, Rainy Day Debt (as defined in the value of any net assets shall be the value as determined by the Company in good faith. Upon the request of any Investor, the Company shall provide such Investor with reasonable written documentation supporting the basis of such determination of value, Subscription and provide such Investor with reasonable access to the personnel, properties, books and records of the Company for the purpose of evaluating the foregoing determination. If such Investor raises any reasonable objections to the foregoing determination, the Company shall consider in good faith such objections and make such revisions to the final determination of value as may be mutually agreed between the Company and such Investor. Notwithstanding anything to the contrary in this Section 5.4, such approval of the Board or the Requisite Holders shall not be required with respect to actions contemplated by any agreements entered into between the Company and its stockholder(s) on or prior to the date hereofPurchase Agreement).

Matters Requiring Investor Director Approval. So The Company shall not take the following actions without having first obtained the consent of the Board of Directors, which consent, so long as either (x) the holders of Series A Preferred Stock Units are entitled to elect one or more Series A Directors or (y) the holders of the Series B Preferred Stock are entitled to elect one or more Series B Directors, the Company hereby covenants and agrees with each of the Investors that it shall not, nor shall it permit any subsidiary of the Company to, without approval of the Board, which approval must include the affirmative vote of a majority of the Preferred Directors then serving on the Board of Directors (which majority shall include a including at least one Series B Director), or if any Series B Directors are then serving on the approval Board of the Requisite Holders:Directors): (a) make, or permit any subsidiary to make, make any loan or advance to, or own any stock or other securities of, any subsidiary or other corporation, partnership, or other entity unless it is wholly owned by the Company; (b) make, or permit any subsidiary to make, make any loan or advance to any Personperson, including, without limitation, any employee or director of the Company or any subsidiary, in excess of $100,000 (in the case of individuals) or $500,000 (in the case of Persons that are not individuals)director, except advances and similar expenditures in the ordinary course of business or under the terms of an employee stock or option equity compensation plan approved by the BoardBoard of Directors including a majority of the Preferred Directors (including at least one Series B Director, if any Series B Directors are then serving on the Board of Directors); (c) guarantee, directly or indirectly, or permit any subsidiary to guarantee, directly or indirectly, guarantee any indebtedness of any third party, except for trade accounts of the Company or any Company subsidiary arising in the ordinary course of business; (d) make any investment inconsistent with any investment policy approved by the BoardBoard of Directors; (e) incur any aggregate indebtedness in excess of $500,000 100,000 that is not already included in a budget approved by the BoardOperating Plan, other than trade credit incurred in the ordinary course of business; (f) enter into or be a party to any transaction with any stockholderdirector, director officer, executive or officer holder of more than 5% of the Company Company’s Common Stock (calculated on an as-converted to Common Stock basis, assuming full exercise and/or conversion of all exercisable and/or convertible securities outstanding) or any “associate” (as defined in Rule 12b-2 promulgated under the Exchange Act) of any such Person, person except for transactions contemplated by this Agreement and the Purchase Agreement or transactions (including agreements related to the compensation of the Company’s executive officers) made in the ordinary course of business and pursuant to reasonable requirements of the Company’s business and upon fair and reasonable terms that are terms, in each case approved by a majority of the directors disinterested members of the Boardwith respect to such transaction; (g) increase hire or change the shares compensation of Common Stock reserved for issuance under the Company’s any executive-level employee (including vice president-level positions), including approving any grants of equity incentive plan or adopt any other equity incentive plancompensation; (h) hire change the principal business of the Company, enter new lines of business, or terminate exit the chief executive officercurrent line of business; (i) sell, assign, license, pledge or encumber material technology or intellectual property, other than licenses granted in the ordinary course of business; (j) enter into any corporate strategic relationship involving the payment, contribution, contribution or assignment of money or assets which exceeds $5,000,000 in any single transaction or in the aggregate ten percent (10%) of the aggregate value of the Company’s net assets on a consolidated basis in any consecutive twelve-month period; (j) sell, lease, transfer, exclusively license or otherwise dispose of material assets and/or intellectual property of by the Company or its subsidiaries, in one or a series to the Company of related transactions, the aggregate value of which exceeds assets greater than $5,000,000 in any single transaction or in the aggregate ten percent (10%) of the aggregate value of the Company’s net assets on a consolidated basis in any consecutive twelve-month period100,000; (k) acquire (by merger establish or stock amend any employee incentive plan or asset purchase or otherwise) any Person, business or asset in one or a series of related transactions, the aggregate value of which exceeds $5,000,0000 in any such one or series of related transactions or in the aggregate ten percent (10%) of the aggregate value of the Company’s net assets on a consolidated basis in any consecutive twelve-month periodsimilar equity compensation plan; (l) make any material change in the business plan or business scope;initiate its IPO; or (m) settle grant any material litigation, arbitration or legal disputes; (n) appoint or remove registration rights unless junior to those held by the Company’s auditor or change materially in accounting policies and standards, including financial year or tax year holders of the Company; (o) effect any single capital expenditure, the value of which exceeds $5,000,000 in any single transaction or in the aggregate ten percent (10%) of the aggregate value of the Company’s net assets in any fiscal year; or (p) enter into an agreement to do any of the foregoing. For purposes of Registrable Securities under this Section 5.4, the value of any net assets shall be the value as determined by the Company in good faith. Upon the request of any Investor, the Company shall provide such Investor with reasonable written documentation supporting the basis of such determination of value, and provide such Investor with reasonable access to the personnel, properties, books and records of the Company for the purpose of evaluating the foregoing determination. If such Investor raises any reasonable objections to the foregoing determination, the Company shall consider in good faith such objections and make such revisions to the final determination of value as may be mutually agreed between the Company and such Investor. Notwithstanding anything to the contrary in this Section 5.4, such approval of the Board or the Requisite Holders shall not be required with respect to actions contemplated by any agreements entered into between the Company and its stockholder(s) on or prior to the date hereofAgreement.

Matters Requiring Investor Director Approval. So long as either (x) the holders of Series A Preferred Stock are entitled to elect at least one or more Series A Directors or (y1) the holders of the Series B Preferred Stock are entitled to elect one or more Series B DirectorsDirector, the Company hereby covenants and agrees with each of the Investors that it shall not, nor shall it permit any subsidiary of the Company to, without approval of the Board, which approval must include the affirmative vote of a majority of the all Preferred Directors (which majority shall include a Series B Director), or the approval of the Requisite Holdersthen in office: (a) make, or permit any subsidiary to make, make any loan or advance to, or own any stock or other securities of, any subsidiary or other corporation, partnership, or other entity unless it is wholly owned by the Company; (b) make, or permit any subsidiary to make, make any loan or advance to any Person, including, without limitation, any employee or director of the Company or any subsidiary, in excess of $100,000 (in the case of individuals) or $500,000 (in the case of Persons that are not individuals), except advances and similar expenditures in the ordinary course of business or under the terms of an employee stock or option plan approved by the Board, including the Preferred Directors; (c) guarantee, directly or indirectly, or permit any subsidiary to guarantee, directly or indirectly, any indebtedness of any third party, except for trade accounts of the Company or any subsidiary arising in the ordinary course of business; (d) make any material investment inconsistent with any investment policy approved by the Board; (e) incur any aggregate indebtedness in excess of $500,000 that is not already included in a budget approved by the Board, other than trade credit incurred in the ordinary course of business; (f) otherwise enter into or be a party to any transaction with any stockholderdirector, director officer, or officer employee of the Company or any “associate” (as defined in Rule 12b-2 promulgated under the Exchange Act) of any such Person, except for transactions contemplated by this Agreement and the Purchase Agreement Agreement; transactions resulting in payments to or by the Company in an aggregate amount less than $500,000 per year; or transactions (including agreements related to the compensation of the Company’s executive officers) made in the ordinary course of business and pursuant to reasonable requirements of the Company’s business and upon fair and reasonable terms that are approved by a majority of the disinterested members of the Board; (g) hire, terminate, or change the compensation of the executive officers, including approving any option grants or stock awards to executive officers; (h) change the principal business of the Company, enter new lines of business, or exit the current line of business; (i) sell, assign, license, pledge, or encumber material technology or intellectual property, other than licenses granted in the ordinary course of business; (j) increase the shares of Common Stock reserved for issuance under the Company’s equity incentive plan 2015 Stock Option Plan or adopt any other equity incentive plan;; or (h) hire or terminate the chief executive officer; (ik) enter into any corporate strategic relationship involving the payment, contribution, or assignment by the Company or to the Company of money or assets which exceeds greater than $5,000,000 in any single transaction or in the aggregate ten percent (10%) of the aggregate value of the Company’s net assets on a consolidated basis in any consecutive twelve-month period; (j) sell, lease, transfer, exclusively license or otherwise dispose of material assets and/or intellectual property of the Company or its subsidiaries, in one or a series of related transactions, the aggregate value of which exceeds $5,000,000 in any single transaction or in the aggregate ten percent (10%) of the aggregate value of the Company’s net assets on a consolidated basis in any consecutive twelve-month period; (k) acquire (by merger or stock or asset purchase or otherwise) any Person, business or asset in one or a series of related transactions, the aggregate value of which exceeds $5,000,0000 in any such one or series of related transactions or in the aggregate ten percent (10%) of the aggregate value of the Company’s net assets on a consolidated basis in any consecutive twelve-month period; (l) make any material change in the business plan or business scope; (m) settle any material litigation, arbitration or legal disputes; (n) appoint or remove the Company’s auditor or change materially in accounting policies and standards, including financial year or tax year of the Company; (o) effect any single capital expenditure, the value of which exceeds $5,000,000 in any single transaction or in the aggregate ten percent (10%) of the aggregate value of the Company’s net assets in any fiscal year; or (p) enter into an agreement to do any of the foregoing. For purposes of this Section 5.4, the value of any net assets shall be the value as determined by the Company in good faith. Upon the request of any Investor, the Company shall provide such Investor with reasonable written documentation supporting the basis of such determination of value, and provide such Investor with reasonable access to the personnel, properties, books and records of the Company for the purpose of evaluating the foregoing determination. If such Investor raises any reasonable objections to the foregoing determination, the Company shall consider in good faith such objections and make such revisions to the final determination of value as may be mutually agreed between the Company and such Investor. Notwithstanding anything to the contrary in this Section 5.4, such approval of the Board or the Requisite Holders shall not be required with respect to actions contemplated by any agreements entered into between the Company and its stockholder(s) on or prior to the date hereof500,000.

Matters Requiring Investor Director Approval. So long as either (x) the holders of Series A Preferred Stock are entitled to elect one or more Series A Directors or (y) the holders of the Series B Preferred Stock are entitled to elect one or more Series B Directors, the Company hereby covenants and agrees with each of the Investors that it shall notnot do any of the following, nor shall it permit any subsidiary of its direct or indirect subsidiaries to do any of the Company tofollowing, without approval of the Board, which approval must include including the affirmative vote of a majority of the Preferred Directors (which majority shall include a Series B Director), or the approval of the Requisite HoldersInvestor Director Approval: (a) make, approve its Budget and any material amendments thereto or permit any subsidiary to make, any loan or advance to, or own any stock or other securities of, any subsidiary or other corporation, partnership, or other entity unless it is wholly owned by the Companydeviations therefrom; (b) make, establish or permit invest in any subsidiary to make, any loan or advance to any Person, including, without limitation, any employee or director of the Company or any subsidiary, in excess of $100,000 (in the case of individuals) or $500,000 (in the case of Persons that are not individuals), except advances and similar expenditures in the ordinary course of business or under the terms of an employee stock or option plan approved by the Boardjoint venture; (c) guarantee, directly or indirectly, or permit any subsidiary to guarantee, directly or indirectly, any indebtedness of any third party, except for trade accounts of the Company or any subsidiary arising in the ordinary course of business; (d) make any investment inconsistent with any investment policy approved by the Board; (e) incur any aggregate indebtedness in excess of $500,000 200,000 that is not already included in a budget approved by the BoardBudget, other than trade credit incurred in the ordinary course of business; (d) make any capital expenditures in excess of $100,000 not contemplated by the Budget; (e) change its independent accountants; (f) enter into grant any stock option or be a party to any transaction with any stockholder, director or officer of the Company or any “associate” other similar equity award providing for (as defined in Rule 12b-2 promulgated under the Exchange Acti) of any such Person, except for transactions contemplated by this Agreement and the Purchase Agreement or transactions (including agreements related to the compensation of vesting provisions different from the Company’s executive officersstandard vesting schedule described in Section 5.3 herein, or (ii) made in the ordinary course acceleration of business upon fair and reasonable terms that are approved by a majority vesting of the disinterested members of the Boardsuch option or equity award under any conditions; (g) grant of any salaries, sales commissions and/or bonuses for new or existing employees in excess of $125,000 annually; (h) create, or increase the number of shares of Common Stock reserved for issuance under the Company’s under, any employee stock option plan, employee stock purchase plan, employee restricted stock plan or other equity incentive plan or adopt grant any other stock option under any such equity incentive plan; (hi) hire or terminate (or otherwise change the chief role, title or duties of) its Chief Executive Officer or any other senior executive officer; officer (i) enter into any corporate strategic relationship involving the paymenti.e., contribution, or assignment of money or assets which exceeds $5,000,000 in any single transaction or in the aggregate ten percent (10%) of the aggregate value of the Company’s net assets on a consolidated basis in any consecutive twelve-month periodVice President level and above; (j) sellexcept as required by Section 5.5 below, lease, transfer, exclusively license or otherwise dispose of material assets and/or intellectual property create any committee of the Company board of directors or its subsidiariesboard of managers, in one or a series of related transactions, the aggregate value of which exceeds $5,000,000 in any single transaction or in the aggregate ten percent (10%) of the aggregate value of the Company’s net assets on a consolidated basis in any consecutive twelve-month periodas applicable; (k) acquire (by merger or stock or asset purchase or otherwise) any Person, change its principal business or asset in one enter new lines of business, or a series exit the current line of related transactions, the aggregate value of which exceeds $5,000,0000 in any such one or series of related transactions or in the aggregate ten percent (10%) of the aggregate value of the Company’s net assets on a consolidated basis in any consecutive twelve-month period;business, (l) make acquire any material change in the business plan (whether by stock or business scopeasset purchase, merger, consolidation or otherwise); (m) settle any material litigation, arbitration or legal disputeschange the location of its principal executive offices; (n) appoint or remove sell any assets not in the Company’s auditor or change materially in accounting policies and standards, including financial year or tax year ordinary course of the Companybusiness; (o) effect xxxxx xxxxxxxxx arrangements or enter into employment agreements that cannot be terminated at will by the Company or such subsidiary, as applicable; (p) exclusively license any single capital expenditure, intellectual property or enter into an exclusive distribution or partnership agreement relating to its intellectual property; (q) increase or decrease the value of which exceeds $5,000,000 in any single transaction or in the aggregate ten percent (10%) size of the aggregate value of the Company’s net assets in any fiscal yearBoard; or (pr) enter into an agreement adopt any amendment to do any the Restated Certificate or the Company’s Bylaws relating to the rights of a particular class of stock to elect a member of the foregoing. For purposes of this Section 5.4, the value of any net assets shall be the value as determined by the Company in good faith. Upon the request of any Investor, the Company shall provide such Investor with reasonable written documentation supporting the basis of such determination of value, and provide such Investor with reasonable access to the personnel, properties, books and records of the Company for the purpose of evaluating the foregoing determination. If such Investor raises any reasonable objections to the foregoing determination, the Company shall consider in good faith such objections and make such revisions to the final determination of value as may be mutually agreed between the Company and such Investor. Notwithstanding anything to the contrary in this Section 5.4, such approval of the Board or the Requisite Holders shall not be required with respect to actions contemplated by any agreements entered into between the Company and its stockholder(s) on or prior to the date hereofBoard.

Matters Requiring Investor Director Approval. So long as either (x) the holders of Series A Preferred Stock are entitled to elect one or more Series A Directors or (y) the holders of the Series B Preferred Stock are entitled to elect one or more Series B Directors, the Company hereby covenants and agrees with each of the Investors that it shall not, nor shall it permit any subsidiary of the Company to, without approval of the BoardBoard of Directors, which approval must include the affirmative vote of a majority of the Preferred Directors (which majority shall include a Series B or if there is only one Preferred Director), or the approval affirmative vote of the Requisite Holderssuch remaining Preferred Director: (a) make, or permit any subsidiary to make, any loan or advance to, or own any stock or other securities of, any subsidiary or other corporation, partnership, or other entity unless it is wholly owned by the Company; (b) make, or permit any subsidiary to make, any loan or advance to any Person, including, without limitation, any employee or director of the Company or any subsidiary, in excess of $100,000 (in the case of individuals) or $500,000 (in the case of Persons that are not individuals), except advances and similar expenditures in the ordinary course of business or under the terms of an employee stock or option plan approved by the BoardBoard of Directors; (c) guarantee, directly or indirectly, or permit any subsidiary to guarantee, directly or indirectly, any indebtedness of any third party, except for trade accounts of the Company or any subsidiary arising in the ordinary course of business; (d) make any investment inconsistent with any investment policy approved by the BoardBoard of Directors; (e) incur any aggregate indebtedness in excess of $500,000 that is not already included in a budget Budget approved by the BoardBoard of Directors, other than trade credit incurred in the ordinary course of business; (f) otherwise enter into or be a party to any transaction with or materially modify any stockholderagreement with any director, director officer, or officer employee of the Company or any “associate” (as defined in Rule 12b-2 promulgated under the Exchange Act) of any such Person, except for transactions contemplated by this Agreement, the Purchase Agreement, the Second Amended and Restated Stockholders’ Agreement of even date herewith and the Purchase Agreement or Takagi Agreement, and transactions (including agreements related to the compensation of the Company’s executive officers) made in the ordinary course of business and pursuant to reasonable requirements of the Company’s business and upon fair and reasonable terms that are approved by a majority of the disinterested members Board of the BoardDirectors; (g) increase hire, terminate, or change the shares compensation of Common Stock reserved for issuance under the Company’s equity incentive plan executive officers, including approving any option grants or adopt any other equity incentive planstock awards to executive officers; (h) hire change the principal business of the Company, enter into any material new line of business, or terminate exit the chief executive officercurrent line of business; (i) sell, assign, license, pledge, or encumber material technology or intellectual property of the Company or of any subsidiary, other than licenses granted in the ordinary course of business; (j) enter into any corporate strategic relationship involving the payment, contribution, or assignment by the Company or to the Company of money or assets which exceeds in excess of $5,000,000 in any single transaction or in the aggregate ten percent (10%) of the aggregate value of the Company’s net assets on a consolidated basis in any consecutive twelve-month period; (j) sell, lease, transfer, exclusively license or otherwise dispose of material assets and/or intellectual property of the Company or its subsidiaries, in one or a series of related transactions, the aggregate value of which exceeds $5,000,000 in any single transaction or in the aggregate ten percent (10%) of the aggregate value of the Company’s net assets on a consolidated basis in any consecutive twelve-month period500,000; (k) acquire (by merger grant of any stock option or stock equivalent providing for vesting provisions that differ from the Company’s standard vesting schedule or asset purchase or otherwise) any Person, business or asset in one or acceleration of vesting upon a series change of related transactions, the aggregate value of which exceeds $5,000,0000 in any such one or series of related transactions or in the aggregate ten percent (10%) of the aggregate value control of the Company’s net , sale of all or substantially all assets on a consolidated basis in any consecutive twelve-month periodof the Company, termination or similar event; (l) make any material change increase the number of shares of the Company’s capital stock reserved in the business plan or business scopeemployee pool; (m) settle acquire any material litigationbusinesses (whether by stock or asset purchase, arbitration merger, consolidation or legal disputes;otherwise) or permit any subsidiary to do so; or (n) appoint or remove the Company’s auditor or change materially in accounting policies and standards, including financial year or tax year of the Company; (o) effect any single capital expenditure, the value of which exceeds $5,000,000 in any single transaction or in the aggregate ten percent (10%) of the aggregate value approve of the Company’s net assets in any fiscal year; or (p) enter into an agreement to do any of the foregoing. For purposes of this Section 5.4, the value of any net assets shall be the value as determined by the Company in good faith. Upon the request of any Investor, the Company shall provide such Investor with reasonable written documentation supporting the basis of such determination of value, and provide such Investor with reasonable access to the personnel, properties, books and records of the Company for the purpose of evaluating the foregoing determination. If such Investor raises any reasonable objections to the foregoing determination, the Company shall consider in good faith such objections and make such revisions to the final determination of value as may be mutually agreed between the Company and such Investor. Notwithstanding anything to the contrary in this Section 5.4, such approval of the Board or the Requisite Holders shall not be required with respect to actions contemplated by any agreements entered into between the Company and its stockholder(s) on or prior to the date hereofannual Budget.

Matters Requiring Investor Director Approval. So long as either (x) the holders of Series A Preferred Stock are entitled entitled, as a separate class, to elect one or more Series A Directors or (y) the holders of the Series B Lead Preferred Stock are entitled to elect one or more Series B DirectorsDirector, the Company hereby covenants and agrees with each of the Investors that it shall not, nor shall it permit any subsidiary of the Company to, without approval of the Board, which approval must include the affirmative vote of a majority of the Lead Preferred Directors (which majority shall include a Series B Director), or the approval of the Requisite Holders: (a) make, or permit any subsidiary to make, any loan or advance to, or own any stock or other securities of, any subsidiary or other corporation, partnership, partnership or other entity entity, unless it is wholly owned by the Company; (b) make, or permit any subsidiary to make, any loan or advance to any Person, including, without limitation, any employee or director of the Company or any subsidiary, in excess of $100,000 (in the case of individuals) or $500,000 (in the case of Persons that are not individuals)except loans, except advances and similar expenditures in the ordinary course of business or under the terms of an employee stock or option plan approved by the BoardBoard (including the Lead Preferred Director) or that are permitted under Subsection 5.5(a) above; (c) guarantee, directly or indirectly, or permit any subsidiary to guarantee, directly or indirectly, any indebtedness of any third party, except for trade accounts of the Company or any subsidiary arising in the ordinary course of business; (d) make any investment inconsistent with any investment policy approved by the Board; (e) incur any aggregate indebtedness in excess of $500,000 100,000 that is not already included in a an annual budget approved by the Board, other than trade credit incurred in the ordinary course of business; (f) otherwise enter into or be a party to any transaction with any stockholderdirector, director officer, or officer employee of the Company or any “associate” (as defined in Rule 12b-2 promulgated under the Exchange Act) of any such Person, except for transactions contemplated by this Agreement and the Purchase Agreement Agreement, transactions resulting in payments to or by the Company in an aggregate amount less than $100,000 per year, or transactions (including agreements related to the compensation of the Company’s executive officers) made in the ordinary course of business and pursuant to reasonable requirements of the Company’s business and upon fair and reasonable terms that are approved by a majority of the disinterested members of the Board; (g) hire, terminate, or change the compensation of the executive officers, including approving any option grants or stock awards to executive officers, unless approved by the Compensation Committee of the Board acting within its delegated authority, which approval includes the Lead Preferred Director; (h) change the principal business of the Company, enter new lines of business, or exit the current line of business; (i) sell, assign, license, pledge, or encumber material technology or intellectual property, other than licenses granted in the ordinary course of business; (j) increase the shares of Common Stock reserved for issuance under the Company’s equity incentive plan 2016 Equity Incentive Plan or adopt any other equity incentive plan or increase the shares of Common Stock reserved for issuance under such other equity incentive plan;; or (h) hire or terminate the chief executive officer; (ik) enter into any corporate strategic relationship involving the payment, contribution, or assignment by the Company or to the Company of money or assets which exceeds greater than $5,000,000 in any single transaction or in the aggregate ten percent (10%) of the aggregate value of the Company’s net assets on a consolidated basis in any consecutive twelve-month period; (j) sell, lease, transfer, exclusively license or otherwise dispose of material assets and/or intellectual property of the Company or its subsidiaries, in one or a series of related transactions, the aggregate value of which exceeds $5,000,000 in any single transaction or in the aggregate ten percent (10%) of the aggregate value of the Company’s net assets on a consolidated basis in any consecutive twelve-month period; (k) acquire (by merger or stock or asset purchase or otherwise) any Person, business or asset in one or a series of related transactions, the aggregate value of which exceeds $5,000,0000 in any such one or series of related transactions or in the aggregate ten percent (10%) of the aggregate value of the Company’s net assets on a consolidated basis in any consecutive twelve-month period; (l) make any material change in the business plan or business scope; (m) settle any material litigation, arbitration or legal disputes; (n) appoint or remove the Company’s auditor or change materially in accounting policies and standards, including financial year or tax year of the Company; (o) effect any single capital expenditure, the value of which exceeds $5,000,000 in any single transaction or in the aggregate ten percent (10%) of the aggregate value of the Company’s net assets in any fiscal year; or (p) enter into an agreement to do any of the foregoing. For purposes of this Section 5.4, the value of any net assets shall be the value as determined by the Company in good faith. Upon the request of any Investor, the Company shall provide such Investor with reasonable written documentation supporting the basis of such determination of value, and provide such Investor with reasonable access to the personnel, properties, books and records of the Company for the purpose of evaluating the foregoing determination. If such Investor raises any reasonable objections to the foregoing determination, the Company shall consider in good faith such objections and make such revisions to the final determination of value as may be mutually agreed between the Company and such Investor. Notwithstanding anything to the contrary in this Section 5.4, such approval of the Board or the Requisite Holders shall not be required with respect to actions contemplated by any agreements entered into between the Company and its stockholder(s) on or prior to the date hereof100,000.

Matters Requiring Investor Director Approval. So long as either (x) the holders of Series A Preferred Stock are entitled to elect one or more Series A Directors or (y) the holders of the Series B Preferred Stock are entitled to elect one or more Series B Directors, the Company hereby covenants and agrees with each of the Investors that it shall not, nor shall it permit any subsidiary of the Company to, without approval of the Board, which approval must include the affirmative vote of a majority of the Preferred Directors (which majority shall include a Series B IVP Director), or the approval of the Requisite Holders: (a) make, or permit any subsidiary to make, any loan or advance to, or own any stock or other securities of, any subsidiary or other corporation, partnership, or other entity unless it is wholly owned by the Company; (b) make, or permit any subsidiary to make, any loan or advance to any Person, including, without limitation, any employee or director of the Company or any subsidiary, in excess of $100,000 (in the case of individuals) or $500,000 (in the case of Persons that are not individuals), except advances and similar expenditures in the ordinary course of business or under the terms of an employee stock or option plan approved by the BoardBoard of Directors; (c) guarantee, directly or indirectly, or permit any subsidiary to guarantee, directly or indirectly, any indebtedness of any third party, except for trade accounts of the Company or any subsidiary arising in the ordinary course of business; (d) make hire any investment inconsistent new employee (i) with any investment policy approved by a title of Senior Vice President who will earn an annual base salary in excess of $250,000 in base salary and will receive an equity grant in excess of 0.45% of the Board;Company’s capital stock, calculated on a fully-diluted, as-converted basis; (ii) with a C-level officer title or Executive Vice President who will earn an annual base salary in excess of $350,000 and will receive an equity grant in excess of 0.75% of the Company’s capital stock, calculated on a fully-diluted, as-converted basis; (iii) with a title below Senior Vice President who will earn an annual base salary in excess of $200,000 in annual base salary and will receive an equity grant in excess of 0.25% of the Company’s capital stock, calculated on a fully-diluted, as-converted basis. (e) incur any aggregate indebtedness in excess change the principal business of $500,000 that is not already included in a budget approved by the BoardCompany, enter new material lines of business, or exit the current line of business; (f) sell, assign, license, pledge, or encumber material technology or intellectual property, other than trade credit incurred licenses granted in the ordinary course of business; (fg) enter into any corporate strategic relationship involving the payment, contribution, or assignment by the Company or to the Company of money or assets greater than $10,000,000; or (h) enter into or be a party to any transaction with any stockholder, director Common Director (as defined in the Company’s Amended and Restated Certificate of Incorporation) or officer of the Company or any “associate” (as defined in Rule 12b-2 promulgated under the Exchange Act) of any such Person, except for transactions contemplated by this Agreement and the Purchase Agreement including without limitation any “management bonus” or transactions similar plan providing payments to any such persons in connection with a Deemed Liquidation Event, provided that each of (including agreements related to the compensation of A) the Company’s executive officersAnnual Incentive Plan for a calendar year, as adopted by the Board in respect of such year, (B) made any bonus program component rewarding any such individual at a level of 30% or below such individual’s earned salary within the previous year, (C) any compensation arrangements entered into in the ordinary course of business upon fair and reasonable terms that are (D) any option acceleration provisions in the forms previously approved by a majority of the disinterested members of the Board; (g) increase the shares of Common Stock reserved for issuance under the Company’s equity incentive plan or adopt any other equity incentive plan; (h) hire or terminate the chief executive officer; (i) enter into any corporate strategic relationship involving the payment, contribution, or assignment of money or assets which exceeds $5,000,000 in any single transaction or in the aggregate ten percent (10%) of the aggregate value of the Company’s net assets on a consolidated basis in any consecutive twelve-month period; (j) sell, lease, transfer, exclusively license or otherwise dispose of material assets and/or intellectual property of the Company or its subsidiaries, in one or a series of related transactions, the aggregate value of which exceeds $5,000,000 in any single transaction or in the aggregate ten percent (10%) of the aggregate value of the Company’s net assets on a consolidated basis in any consecutive twelve-month period; (k) acquire (by merger or stock or asset purchase or otherwise) any Person, business or asset in one or a series of related transactions, the aggregate value of which exceeds $5,000,0000 in any such one or series of related transactions or in the aggregate ten percent (10%) of the aggregate value of the Company’s net assets on a consolidated basis in any consecutive twelve-month period; (l) make any material change in the business plan or business scope; (m) settle any material litigation, arbitration or legal disputes; (n) appoint or remove the Company’s auditor or change materially in accounting policies and standards, including financial year or tax year of the Company; (o) effect any single capital expenditure, the value of which exceeds $5,000,000 in any single transaction or in the aggregate ten percent (10%) of the aggregate value of the Company’s net assets in any fiscal year; or (p) enter into an agreement to do any of the foregoing. For purposes of this Section 5.4, the value of any net assets shall be the value as determined by the Company in good faith. Upon the request of any Investor, the Company shall provide such Investor with reasonable written documentation supporting the basis of such determination of value, and provide such Investor with reasonable access to the personnel, properties, books and records of the Company for the purpose of evaluating the foregoing determination. If such Investor raises any reasonable objections to the foregoing determination, the Company shall consider in good faith such objections and make such revisions to the final determination of value as may be mutually agreed between the Company and such Investor. Notwithstanding anything to the contrary in this Section 5.4, such approval of the Board or the Requisite Holders shall not be required with respect to actions contemplated by any agreements entered into between the Company and its stockholder(s) on or prior to the date hereofincluded in this clause.

Matters Requiring Investor Director Approval. So long as either (x) the holders of Series A record of Preferred Stock are entitled to elect one any director of the Company pursuant to the Restated Certificate or more Series A Directors or (y) the holders of the record of Series B A-1 Preferred Stock and Series A-2 Preferred Stock are entitled entitled, as a single class voting together on an as converted basis, to elect one or more Series B Directorsthe Lead Preferred Director, the Company hereby covenants and agrees with each of the Investors that it shall not, nor and shall it not permit any subsidiary of the Company to, without approval of the BoardBoard of Directors, which approval must include the affirmative vote of a majority of the Lead Preferred Directors (which majority shall include a Series B Director), or the approval of the Requisite Holders: (a) make, or permit any subsidiary to make, make any loan or advance to, or own any stock or other securities of, any subsidiary or other corporation, partnership, partnership or other entity entity, unless it is wholly owned by the Company; (b) make, or permit any subsidiary to make, make any loan or advance to any Person, including, without limitation, including any employee or director of the Company or any subsidiary, in excess of $100,000 (in the case of individuals) or $500,000 (in the case of Persons that are not individuals)except loans, except advances and similar expenditures in the ordinary course of business or under the terms of an employee stock or option plan approved by the BoardBoard of Directors, including the Lead Preferred Director, or that are permitted under Subsection 5.5(a) above; (c) guarantee, directly or indirectly, or permit any subsidiary to guarantee, directly or indirectly, any indebtedness of any third party, except for trade accounts of the Company or any subsidiary arising in the ordinary course of business; (d) make any investment inconsistent with any investment policy (I) approved by the BoardBoard of Directors, including the Lead Preferred Director or (II) unanimously approved by any committee of the Board acting within its delegated authority that includes the Lead Preferred Director; (e) incur any aggregate indebtedness in excess of $500,000 100,000 that is not already included in a an annual budget approved by the BoardBoard of Directors, other than trade credit incurred in the ordinary course of business; (f) otherwise enter into or be a party to any transaction with any stockholderdirector, director officer, or officer employee of the Company or any “associate” (as defined in Rule 12b-2 promulgated under the Exchange Act) of any such Person, including any “management bonus” or similar plan providing payments to employees in connection with a Deemed Liquidation Event, except for the following: (1) transactions contemplated by this Agreement and Agreement, the Series B Purchase Agreement Agreement; (2) any grant or transactions (including agreements related to the compensation issuance of stock options or other equity incentives under any stock option plan or equity incentive plan approved by a majority of the Company’s executive Board of Directors, including the Lead Preferred Director; (3) any payments or benefits provided under any employee benefit plan approved by a majority of the Board of Directors, including the Lead Preferred Director; (4) payment of salary or other cash compensation to officers, directors or employees in amounts that have been approved by a majority of the Board of Directors, including the Lead Preferred Director, that are reflected in a budget approved by a majority of the Board of Directors, including the Lead Preferred Director; (5) transactions resulting in payments to or by the Company in an aggregate amount of less than $60,000 per year; or (6) transactions made in the ordinary course of business and pursuant to reasonable requirements of the Company’s business and upon fair and reasonable terms that are approved by a majority of the disinterested members Board of Directors, including the BoardLead Preferred Director; (g) increase hire or terminate any of the shares executive officers of Common Stock reserved for issuance under the Company’s equity incentive plan , or adopt change any of the compensation of (including approving the payment of bonuses or the award of option grants or other equity incentive plansecurities to) any executive officers unless approved by the Compensation Committee of the Board acting within its delegated authority, which approval includes the Lead Preferred Director; (h) hire enter new lines of business, or terminate exit the chief executive officercurrent line of business, or change the principal business of the Company; (i) sell, assign, license, pledge, or encumber any material technology or intellectual property of the Company, other than licenses granted in the ordinary course of business; (j) acquire all or substantially all of the properties, assets or stock of another company or entity; (k) enter into any corporate strategic relationship involving the payment, contribution, or assignment by the Company or to the Company of money or assets which exceeds $5,000,000 in any single transaction or in the aggregate ten percent (10%) of the aggregate value of the Company’s net assets on a consolidated basis in any consecutive twelve-month period; (j) sell, lease, transfer, exclusively license or otherwise dispose of material assets and/or intellectual property of the Company or its subsidiaries, in one or a series of related transactions, the aggregate value of which exceeds $5,000,000 in any single transaction or in the aggregate ten percent (10%) of the aggregate value of the Company’s net assets on a consolidated basis in any consecutive twelve-month period; (k) acquire (by merger or stock or asset purchase or otherwise) any Person, business or asset in one or a series of related transactions, the aggregate value of which exceeds $5,000,0000 in any such one or series of related transactions or in the aggregate ten percent (10%) of the aggregate value of the Company’s net assets on a consolidated basis in any consecutive twelve-month periodassets; (l) make increase the number of shares of Common Stock reserved for issuance under any material change in the business stock option plan or business scope;equity incentive plan of the Company; or (m) settle adopt any material litigation, arbitration other stock option plan or legal disputes; (n) appoint or remove the Company’s auditor or change materially in accounting policies and standards, including financial year or tax year of the Company; (o) effect any single capital expenditure, the value of which exceeds $5,000,000 in any single transaction or in the aggregate ten percent (10%) of the aggregate value of the Company’s net assets in any fiscal year; or (p) enter into an agreement to do any of the foregoing. For purposes of this Section 5.4, the value of any net assets shall be the value as determined by the Company in good faith. Upon the request of any Investor, the Company shall provide such Investor with reasonable written documentation supporting the basis of such determination of value, and provide such Investor with reasonable access to the personnel, properties, books and records of the Company for the purpose of evaluating the foregoing determination. If such Investor raises any reasonable objections to the foregoing determination, the Company shall consider in good faith such objections and make such revisions to the final determination of value as may be mutually agreed between the Company and such Investor. Notwithstanding anything to the contrary in this Section 5.4, such approval of the Board or the Requisite Holders shall not be required with respect to actions contemplated by any agreements entered into between the Company and its stockholder(s) on or prior to the date hereofequity incentive plan.

Matters Requiring Investor Director Approval. So long as either (x) the holders of Series A Preferred Stock are entitled to elect one or more Series A Directors or (y) the holders of the Series B a Preferred Stock are entitled to elect one or more Series B DirectorsDirector, the Company hereby covenants and agrees with each of the Investors that it shall not, nor shall it permit any subsidiary of the Company to, without approval of the BoardBoard of Directors, which approval must include the affirmative vote of a majority of the at least one Preferred Directors (which majority shall include a Series B Director), or the approval of the Requisite Holders: (a) make, or permit any subsidiary to make, any loan or advance to, or own any stock or other securities of, any subsidiary or other corporation, partnership, or other entity unless it is wholly owned by the CompanyCompany owns at least 75% of such entity; (b) make, or permit any subsidiary to make, any loan or advance to any PersonPerson in excess of $2,000,000, including, without limitation, any employee or director of the Company or any subsidiary, in excess of $100,000 (in the case of individuals) or $500,000 (in the case of Persons that are not individuals), except advances and similar expenditures in the ordinary course of business or under the terms of an employee stock or option plan approved by the BoardBoard of Directors; (c) guarantee, directly or indirectly, or permit any subsidiary to guarantee, directly or indirectly, any indebtedness in excess of any third party, $2,000,000 except for trade accounts of the Company or any subsidiary arising in the ordinary course of business; (d) make any investment in excess of $2,000,000 inconsistent with any investment policy approved by the BoardBoard of Directors; (e) incur any aggregate indebtedness in excess of $500,000 5,000,000 that is not already included in a budget the Annual Budget approved by the BoardBoard of Directors, other than trade credit incurred in the ordinary course of business, except (the “Debt Exceptions”) (i) as otherwise set forth in any other budget approved by a majority of the Board of Directors, which majority includes at least one Preferred Director, or (ii) renewals of, or drawdowns under, credit or capital lease facilities existing as of the date hereof with accredited financial institutions previously approved by the Board of Directors; (f) otherwise enter into or be a party to any transaction with any stockholderdirector, director officer, or officer employee of the Company or any “associate” (as defined in Rule 12b-2 promulgated under the Exchange Act) of any such Person, Person except for transactions contemplated by the Annual Budget, this Agreement and or the Purchase Agreement Agreement, or transactions resulting in payments to or by the Company in an aggregate amount less than $250,000 per year; (including agreements related to g) hire, terminate, or change the compensation of the Company’s executive officers, including approving any option grants or stock awards to executive officers, other than (i) made plans or presentations approved by a majority of the Board of Directors, which majority includes at least one Preferred Director or otherwise contemplated in any Annual Budget or (ii) amounts less than $100,000 individually or $1,000,000 per year in the aggregate (h) change the principal business of the Company, or exit the current line of business; (i) create, or hold capital stock in, any subsidiary that is not at least 75% owned (either directly or through one or more other subsidiaries) by the Company, or sell, transfer or otherwise dispose of any capital stock of any direct or indirect subsidiary of the Company, or permit any direct or indirect subsidiary to sell, lease, transfer, exclusively license or otherwise dispose (in a single transaction or series of related transactions) of all or substantially all of the assets of such subsidiary; (j) sell, assign, license, pledge, or encumber material technology or intellectual property in excess of $5,000,000 annually in the aggregate, other than licenses granted in the ordinary course of business upon fair and reasonable terms that are approved by a majority other than the transfer or spin-out of the disinterested members of the Board;novel selective PI3k inhibitor technology licensed from Columbia University; or (g) increase the shares of Common Stock reserved for issuance under the Company’s equity incentive plan or adopt any other equity incentive plan; (h) hire or terminate the chief executive officer; (ik) enter into any corporate strategic relationship involving the payment, contribution, or assignment by the Company or to the Company of money or assets which exceeds greater than $5,000,000 in any single transaction or in the aggregate ten percent (10%) of the aggregate value of the Company’s net assets on a consolidated basis in any consecutive twelve-month period; (j) sell, lease, transfer, exclusively license or otherwise dispose of material assets and/or intellectual property of the Company or its subsidiaries, in one or a series of related transactions, the aggregate value of which exceeds $5,000,000 in any single transaction or in the aggregate ten percent (10%) of the aggregate value of the Company’s net assets on a consolidated basis in any consecutive twelve-month period; (k) acquire (by merger or stock or asset purchase or otherwise) any Person, business or asset in one or a series of related transactions, the aggregate value of which exceeds $5,000,0000 in any such one or series of related transactions or in the aggregate ten percent (10%) of the aggregate value of the Company’s net assets on a consolidated basis in any consecutive twelve-month period; (l) make any material change in the business plan or business scope; (m) settle any material litigation, arbitration or legal disputes; (n) appoint or remove the Company’s auditor or change materially in accounting policies and standards, including financial year or tax year of the Company; (o) effect any single capital expenditure, the value of which exceeds $5,000,000 in any single transaction or in the aggregate ten percent (10%) of the aggregate value of the Company’s net assets in any fiscal year; or (p) enter into an agreement to do any of the foregoing. For purposes of this Section 5.4, the value of any net assets shall be the value as determined by the Company in good faith. Upon the request of any Investor, the Company shall provide such Investor with reasonable written documentation supporting the basis of such determination of value, and provide such Investor with reasonable access to the personnel, properties, books and records of the Company for the purpose of evaluating the foregoing determination. If such Investor raises any reasonable objections to the foregoing determination, the Company shall consider in good faith such objections and make such revisions to the final determination of value as may be mutually agreed between the Company and such Investor. Notwithstanding anything to the contrary in this Section 5.4, such approval of the Board or the Requisite Holders shall not be required with respect to actions contemplated by any agreements entered into between the Company and its stockholder(s) on or prior to the date hereof5,000,000.

Matters Requiring Investor Director Approval. So long as either (x) the holders of Series A Preferred Stock are entitled to elect one or more Series A Directors or (y) the holders of the Series B a Preferred Stock are entitled to elect one or more Series B DirectorsDirector, the Company hereby covenants and agrees with each of the Investors that it shall not, nor shall it permit any subsidiary of the Company to, without approval of the BoardBoard of Directors, which approval must include the affirmative vote of a majority at least two of the Preferred Directors (which majority shall include a Series B Director), or the approval of the Requisite Holders:except as set forth below): (a) make, or permit any subsidiary to make, any loan or advance to, or own any stock or other securities of, any subsidiary or other corporation, partnership, or other entity unless it is wholly owned by the Company; (b) make, or permit any subsidiary to make, any loan or advance to any Person, including, without limitation, any employee or director of the Company or any subsidiary, in excess of $100,000 (in the case of individuals) or $500,000 (in the case of Persons that are not individuals), except advances and similar expenditures in the ordinary course of business or under the terms of an employee stock or option plan approved by the BoardBoard of Directors; (c) guarantee, directly or indirectly, or permit any subsidiary to guarantee, directly or indirectly, any indebtedness of any third party, except for trade accounts of the Company or any subsidiary arising in the ordinary course of business; (d) make any investment inconsistent with any investment policy approved by the BoardBoard of Directors; (e) incur any aggregate indebtedness in excess of $500,000 100,000 that is not already included in a budget approved by the BoardBoard of Directors, other than trade credit incurred in the ordinary course of business; (f) otherwise enter into or be a party to any transaction with any stockholderdirector, director officer, or officer employee of the Company or any “associate” (as defined in Rule 12b-2 promulgated under the Exchange Act) of any such Person, except for transactions contemplated by this Agreement Agreement, the Purchase Agreement, and the other Transaction Agreements (as defined in the Purchase Agreement Agreement); transactions resulting in payments to or by the Company in an aggregate amount less than $120,000 per year; or transactions (including agreements related to the compensation of the Company’s executive officers) made in the ordinary course of business and pursuant to reasonable requirements of the Company’s business and upon fair and reasonable terms that are approved by a majority of the disinterested members Board of the BoardDirectors; (g) increase hire, terminate the shares employment of, or change the compensation of Common Stock reserved for issuance under the Company’s equity incentive plan executive officers, including approving any option grants or adopt any other equity incentive planstock awards to executive officers; (h) hire change the principal business of the Company, enter new lines of business, or terminate exit the chief executive officercurrent line of business; provided, however, that any such change would require the affirmative vote of a majority of the Preferred Directors; (i) sell, assign, license, pledge, or encumber material technology or intellectual property, other than licenses granted in the ordinary course of business; or (j) enter into any corporate strategic relationship involving the payment, contribution, or assignment by the Company or to the Company of money or assets which exceeds greater than $5,000,000 in any single transaction or in the aggregate ten percent (10%) of the aggregate value of the Company’s net assets on a consolidated basis in any consecutive twelve-month period; (j) sell, lease, transfer, exclusively license or otherwise dispose of material assets and/or intellectual property of the Company or its subsidiaries, in one or a series of related transactions, the aggregate value of which exceeds $5,000,000 in any single transaction or in the aggregate ten percent (10%) of the aggregate value of the Company’s net assets on a consolidated basis in any consecutive twelve-month period; (k) acquire (by merger or stock or asset purchase or otherwise) any Person, business or asset in one or a series of related transactions, the aggregate value of which exceeds $5,000,0000 in any such one or series of related transactions or in the aggregate ten percent (10%) of the aggregate value of the Company’s net assets on a consolidated basis in any consecutive twelve-month period; (l) make any material change in the business plan or business scope; (m) settle any material litigation, arbitration or legal disputes; (n) appoint or remove the Company’s auditor or change materially in accounting policies and standards, including financial year or tax year of the Company; (o) effect any single capital expenditure, the value of which exceeds $5,000,000 in any single transaction or in the aggregate ten percent (10%) of the aggregate value of the Company’s net assets in any fiscal year; or (p) enter into an agreement to do any of the foregoing. For purposes of this Section 5.4, the value of any net assets shall be the value as determined by the Company in good faith. Upon the request of any Investor, the Company shall provide such Investor with reasonable written documentation supporting the basis of such determination of value, and provide such Investor with reasonable access to the personnel, properties, books and records of the Company for the purpose of evaluating the foregoing determination. If such Investor raises any reasonable objections to the foregoing determination, the Company shall consider in good faith such objections and make such revisions to the final determination of value as may be mutually agreed between the Company and such Investor. Notwithstanding anything to the contrary in this Section 5.4, such approval of the Board or the Requisite Holders shall not be required with respect to actions contemplated by any agreements entered into between the Company and its stockholder(s) on or prior to the date hereof100,000.

Matters Requiring Investor Director Approval. So long as either (x) the holders of Series A Preferred Stock are entitled to elect one or more Series A Directors or (y) the holders of the Series B Preferred Stock are entitled to elect one or more Series B Directors, the The Company hereby covenants and agrees with each of the Investors that it shall not, nor shall it permit any subsidiary of the Company to, without approval of the BoardBoard of Directors, which approval must include the affirmative vote of a majority at least two-thirds (2/3) of the Preferred Directors (which majority shall include a Series B Director), or the approval of the Requisite Holdersthen in office: (a) make, or permit any subsidiary to make, make any loan or advance to, or own any stock or other securities of, any subsidiary or other corporation, partnership, or other entity entity, unless it is wholly owned by the Company; (b) make, or permit any subsidiary to make, make any loan or advance to any Person, including, without limitation, any employee or director of the Company or any subsidiary, in excess of $100,000 (in the case of individuals) or $500,000 (in the case of Persons that are not individuals)Company, except advances and similar expenditures in the ordinary course of business or under the terms of an employee stock or option plan approved by the Board; (c) guarantee, directly or indirectly, or permit any subsidiary to guarantee, directly or indirectly, any indebtedness of any third party, except for (i) trade accounts of the Company or any subsidiary arising in the ordinary course of businessbusiness or (ii) aggregate indebtedness allowed for per Subsection (e) below; (d) make any investment inconsistent with any investment policy approved by the Board; (e) incur any aggregate indebtedness in excess of $500,000 2,500,000 that is not already included in a budget approved by the Board, other than trade credit incurred in the ordinary course of business; (f) enter into or be a party to any transaction (which shall not include employee, contractor or consultant compensation) with any stockholderdirector, director officer, or officer employee of the Company or any “associate” (as defined in Rule 12b-2 promulgated under the Exchange Act0000 Xxx) of any such Person, except for transactions contemplated resulting in payments to or by this Agreement and the Purchase Agreement Company in an aggregate amount of less than $120,000 per year; (g) hire, terminate, or transactions (including agreements related to change the compensation of any executive officer, including the approval of any stock grant or option grant to an executive officer; (h) change the principal business of the Company, enter into any new lines of business, or exit the Company’s executive officerscurrent line of business; (i) made sell, assign, license, pledge, or encumber material technology or intellectual property, other than licenses granted in the ordinary course of business upon fair and reasonable terms that are approved by a majority of the disinterested members of the Boardbusiness; (gj) enter into any corporate strategic relationship which was not included in the business plan of the Company approved by the Board, and involves the payment, contribution, or assignment by the Company or to the Company of funds or assets with an aggregate value in excess of $500,000; (k) consent to any amendment, waiver or termination of this Agreement, the Voting Agreement, the Series D Agreement or the Right of First Refusal and Co-Sale Agreement of even date herewith by and among the Company, the Investors and the certain other stockholders, as it may be amended from time to time; (l) amend, alter or repeal any provision of the Company’s certificate of incorporation or bylaws; (m) issue Common Stock as consideration for the Company’s acquisition of a corporation or another entity or substantially all of the assets of a corporation or other entity; (n) approve any budget or Business Plan provided to Investors pursuant to this Agreement; (o) increase or decrease the number of shares of Common Stock reserved for issuance under the Company’s equity incentive plan or adopt any other equity incentive plan; (h) hire or terminate the chief executive officer; (i) enter into any corporate strategic relationship involving the payment, contribution, or assignment of money or assets which exceeds $5,000,000 in any single transaction or in the aggregate ten percent (10%) of the aggregate value of the Company’s net assets on a consolidated basis in any consecutive twelve-month period; (j) sell, lease, transfer, exclusively license or otherwise dispose of material assets and/or intellectual property of the Company or its subsidiaries, in one or a series of related transactions, the aggregate value of which exceeds $5,000,000 in any single transaction or in the aggregate ten percent (10%) of the aggregate value of the Company’s net assets on a consolidated basis in any consecutive twelve-month period; (k) acquire (by merger or stock or asset purchase or otherwise) any Person, business or asset in one or a series of related transactions, the aggregate value of which exceeds $5,000,0000 in any such one or series of related transactions or in the aggregate ten percent (10%) of the aggregate value of the Company’s net assets on a consolidated basis in any consecutive twelve-month period; (l) make any material change in the business plan or business scope; (m) settle any material litigation, arbitration or legal disputes; (n) appoint or remove the Company’s auditor or change materially in accounting policies and standards, including financial year or tax year of the Company; (o) effect any single capital expenditure, the value of which exceeds $5,000,000 in any single transaction or in the aggregate ten percent (10%) of the aggregate value of the Company’s net assets in any fiscal yearplans; or (p) enter into an agreement effect the acquisition of any company or companies or its or their assets for cash consideration that exceeds $25,000,000 in the aggregate, with such amount measured with respect to do any transactions closing from and after the date of the foregoing. For purposes first sale of this Section 5.4, the value Series D Preferred Stock through the date of any net assets shall be the value as determined by the Company in good faith. Upon the request of any Investor, the Company shall provide such Investor with reasonable written documentation supporting the basis of such determination of value, and provide such Investor with reasonable access to the personnel, properties, books and records next equity financing of the Company for after the purpose completion of evaluating the foregoing determination. If such Investor raises any reasonable objections sale of shares of Series D Preferred Stock, which next equity financing results in cash proceeds to the foregoing determination, the Company shall consider in good faith such objections and make such revisions to the final determination of value as may be mutually agreed between the Company and such Investor. Notwithstanding anything to the contrary in this Section 5.4, such approval of the Board or the Requisite Holders shall not be required with respect to actions contemplated by any agreements entered into between the Company and its stockholder(s) on or prior to the date hereofat least $100,000,000.

Matters Requiring Investor Director Approval. So long as either (x) the holders of Series A Preferred Stock Shares are entitled to elect one or more Series A Directors or (y) the holders of the Series B Preferred Stock are entitled to elect one or more Series B Directors, the Company hereby covenants and agrees with each of the Investors that it shall not, nor shall it permit any subsidiary of the Company to, without approval of the Board, which approval must include the affirmative vote of a majority of the Preferred Directors (which majority shall include a Series B Director), or then serving on the approval of the Requisite HoldersBoard: (a) make, or permit any subsidiary to make, any loan or advance to, or own any stock or other securities of, any subsidiary or other corporation, partnership, or other entity unless it is wholly owned by the Company; (b) make, or permit any subsidiary to make, any loan or advance to any Person, including, without limitation, any employee or director of the Company or any subsidiary, in excess of $100,000 (in the case of individuals) or $500,000 (in the case of Persons that are not individuals), except advances and similar expenditures in the ordinary course of business or under the terms of an employee stock share or option plan approved by the Board; (c) guarantee, directly or indirectly, or permit any subsidiary to guarantee, directly or indirectly, any indebtedness of any third party, except for trade accounts of the Company or any subsidiary arising in the ordinary course of business; (d) make any investment inconsistent with any investment policy approved by the Board; (eb) incur any aggregate indebtedness in excess of $500,000 3,000,000 that is not already included in a budget approved by the Board, other than trade credit incurred in the ordinary course of business; (fc) otherwise enter into or be a party to any transaction with any stockholderdirector, director officer, employee, or officer Affiliate of the Company or any “associate” (as defined in Rule 12b-2 promulgated under the Exchange Act) of any such PersonPerson (each, a “Related Party”), except for (i) transactions contemplated by this Agreement Agreement, the Purchase Agreement, and the Transaction Agreements (as defined in the Purchase Agreement Agreement); or (ii) transactions (including agreements related to the compensation of the Company’s executive officers) made on an arms’ length basis in the ordinary course of business upon fair and pursuant to reasonable terms that are approved by a majority requirements of the disinterested members Company’s business; provided that, if any director is an Affiliate of the Boardsuch Related Party, such director shall recuse himself or herself from such vote; (gd) increase change the shares principal business of Common Stock reserved for issuance under the Company’s equity incentive plan , enter new lines of business, or adopt any other equity incentive planexit the current line of business; (he) hire sell, assign, license, pledge, or terminate encumber any material technology or intellectual property of the chief executive officer;Company, other than pursuant to licenses granted in the ordinary course of business; or (if) enter into any corporate strategic relationship involving the payment, contribution, or assignment by the Company or to the Company of money or assets which exceeds greater than $5,000,000 in any single transaction or in the aggregate ten percent (10%) of the aggregate value of the Company’s net assets on a consolidated basis in any consecutive twelve-month period; (j) sell, lease, transfer, exclusively license or otherwise dispose of material assets and/or intellectual property of the Company or its subsidiaries, in one or a series of related transactions, the aggregate value of which exceeds $5,000,000 in any single transaction or in the aggregate ten percent (10%) of the aggregate value of the Company’s net assets on a consolidated basis in any consecutive twelve-month period; (k) acquire (by merger or stock or asset purchase or otherwise) any Person, business or asset in one or a series of related transactions, the aggregate value of which exceeds $5,000,0000 in any such one or series of related transactions or in the aggregate ten percent (10%) of the aggregate value of the Company’s net assets on a consolidated basis in any consecutive twelve-month period; (l) make any material change in the business plan or business scope; (m) settle any material litigation, arbitration or legal disputes; (n) appoint or remove the Company’s auditor or change materially in accounting policies and standards, including financial year or tax year of the Company; (o) effect any single capital expenditure, the value of which exceeds $5,000,000 in any single transaction or in the aggregate ten percent (10%) of the aggregate value of the Company’s net assets in any fiscal year; or (p) enter into an agreement to do any of the foregoing. For purposes of this Section 5.4, the value of any net assets shall be the value as determined by the Company in good faith. Upon the request of any Investor, the Company shall provide such Investor with reasonable written documentation supporting the basis of such determination of value, and provide such Investor with reasonable access to the personnel, properties, books and records of the Company for the purpose of evaluating the foregoing determination. If such Investor raises any reasonable objections to the foregoing determination, the Company shall consider in good faith such objections and make such revisions to the final determination of value as may be mutually agreed between the Company and such Investor. Notwithstanding anything to the contrary in this Section 5.4, such approval of the Board or the Requisite Holders shall not be required with respect to actions contemplated by any agreements entered into between the Company and its stockholder(s) on or prior to the date hereof1,000,000.

Matters Requiring Investor Director Approval. So long as either at least twenty percent (x20%) of the holders principal amount of the Notes on the date of this Agreement, or, if converted, at least twenty percent (20%) of the shares of Series A Preferred Stock are entitled so converted (subject to elect one appropriate adjustment in the event of any stock dividend, stock split, combination or more other similar recapitalization with respect to the Series A Directors or (y) the holders of the Series B Preferred Stock are entitled to elect one or more Series B DirectorsStock), remain outstanding, the Company hereby covenants and agrees with each of the Investors that it shall not, nor shall it permit any subsidiary of the Company to, without approval of the BoardBoard of Directors, which approval must include the affirmative vote of a majority two of the Preferred Directors (which majority shall include a Series B Director), or the approval of the Requisite HoldersDirectors: (a) make, or permit any subsidiary to make, any loan or advance to, or own any stock or other securities of, any subsidiary or other corporation, partnership, or other entity unless it is wholly owned by the Company; (b) make, or permit any subsidiary to make, any loan or advance to any Person, including, without limitation, any employee or director of the Company or any subsidiary, in excess of $100,000 (in the case of individuals) or $500,000 (in the case of Persons that are not individuals), except advances and similar expenditures in the ordinary course of business or under the terms of an employee stock or option plan approved by the BoardBoard of Directors; (c) guarantee, directly or indirectly, or permit any subsidiary to guarantee, directly or indirectly, any indebtedness of any third party, except for trade accounts of the Company or any subsidiary arising in the ordinary course of business; (d) make any investment inconsistent with other than investments in prime commercial paper, money market funds, certificates of deposit in any investment policy approved United States bank having a net worth in excess of $100,000,000 or obligations issued or guaranteed by the BoardUnited States of America, in each case having a maturity not in excess of two years; (e) incur any aggregate indebtedness in excess of $500,000 50,000 that is not already included in a budget approved by the BoardBoard of Directors, other than trade credit incurred in the ordinary course of business; (f) otherwise enter into or be a party to any transaction with any stockholderdirector, director officer, or officer employee of the Company or any “associate” (as defined in Rule 12b-2 promulgated under the Exchange Act) of any such Person, except for transactions contemplated by this Agreement and the Purchase Agreement Agreement; (g) hire, terminate, or transactions (including agreements related to change the compensation of the Company’s executive officers, including approving any option grants or stock awards to executive officers; (h) made change the principal business of the Company, enter new lines of business, or exit the current line of business; or (i) sell, assign, license, pledge, or encumber material technology or intellectual property, other than licenses granted in the ordinary course of business upon fair and reasonable terms that are approved by a majority of the disinterested members of the Board; (g) increase the shares of Common Stock reserved for issuance under the Company’s equity incentive plan or adopt any other equity incentive plan; (h) hire or terminate the chief executive officer; (i) enter into any corporate strategic relationship involving the payment, contribution, or assignment of money or assets which exceeds $5,000,000 in any single transaction or in the aggregate ten percent (10%) of the aggregate value of the Company’s net assets on a consolidated basis in any consecutive twelve-month period; (j) sell, lease, transfer, exclusively license or otherwise dispose of material assets and/or intellectual property of the Company or its subsidiaries, in one or a series of related transactions, the aggregate value of which exceeds $5,000,000 in any single transaction or in the aggregate ten percent (10%) of the aggregate value of the Company’s net assets on a consolidated basis in any consecutive twelve-month period; (k) acquire (by merger or stock or asset purchase or otherwise) any Person, business or asset in one or a series of related transactions, the aggregate value of which exceeds $5,000,0000 in any such one or series of related transactions or in the aggregate ten percent (10%) of the aggregate value of the Company’s net assets on a consolidated basis in any consecutive twelve-month period; (l) make any material change in the business plan or business scope; (m) settle any material litigation, arbitration or legal disputes; (n) appoint or remove the Company’s auditor or change materially in accounting policies and standards, including financial year or tax year of the Company; (o) effect any single capital expenditure, the value of which exceeds $5,000,000 in any single transaction or in the aggregate ten percent (10%) of the aggregate value of the Company’s net assets in any fiscal year; or (p) enter into an agreement to do any of the foregoing. For purposes of this Section 5.4, the value of any net assets shall be the value as determined by the Company in good faith. Upon the request of any Investor, the Company shall provide such Investor with reasonable written documentation supporting the basis of such determination of value, and provide such Investor with reasonable access to the personnel, properties, books and records of the Company for the purpose of evaluating the foregoing determination. If such Investor raises any reasonable objections to the foregoing determination, the Company shall consider in good faith such objections and make such revisions to the final determination of value as may be mutually agreed between the Company and such Investor. Notwithstanding anything to the contrary in this Section 5.4, such approval of the Board or the Requisite Holders shall not be required with respect to actions contemplated by any agreements entered into between the Company and its stockholder(s) on or prior to the date hereofbusiness.

Matters Requiring Investor Director Approval. So long as either (x) the holders of Series A Preferred Stock are entitled to elect one or more a Series A Directors or (y) the holders of the Series B Preferred Stock are entitled to elect one or more Series B DirectorsDirector, the Company hereby covenants and agrees with each of the Investors that it shall not, nor shall it permit any subsidiary of the Company to, without approval of the BoardBoard of Directors, which approval must include the affirmative vote of a majority one of the Preferred Directors (which majority shall include a Series B Director), or the approval of the Requisite HoldersA Directors: (a) increase the size of the Board of Directors above eight (8) members; (b) make, or permit any subsidiary to make, any loan or advance to, or own any stock or other securities of, any subsidiary or other corporation, partnership, or other entity unless it is wholly owned by the Company; (bc) make, or permit any subsidiary to make, any loan or advance to any Person, including, without limitation, any employee or director of the Company or any subsidiary, in excess of $100,000 (in the case of individuals) or $500,000 (in the case of Persons that are not individuals), except advances and similar expenditures in the ordinary course of business or under the terms of an employee stock or option plan approved by the BoardBoard of Directors; (cd) guarantee, directly or indirectly, or permit any subsidiary to guarantee, directly or indirectly, any indebtedness of any third party, except for trade accounts of the Company or any subsidiary arising in the ordinary course of business; (de) make any investment inconsistent with other than investments in prime commercial paper, money market funds, certificates of deposit in any investment policy approved United States bank having a net worth in excess of $100,000,000 or obligations issued or guaranteed by the BoardUnited States of America, in each case having a maturity not in excess of one year; (ef) incur any aggregate indebtedness in excess of $500,000 100,000 that is not already included in a budget approved by the BoardBoard of Directors, other than trade credit incurred in the ordinary course of business; (fg) otherwise enter into or be a party to any transaction with any stockholderdirector, director officer, or officer employee of the Company or any “associate” (as defined in Rule 12b-2 promulgated under the Exchange Act) of any such Person, except for transactions contemplated by this Agreement and the Purchase Agreement or transactions (including agreements related to the compensation of the Company’s executive officers) made in the ordinary course of business upon fair and reasonable terms that are approved by a majority of the disinterested members of the Board; (g) increase the shares of Common Stock reserved for issuance under the Company’s equity incentive plan or adopt any other equity incentive planAgreement; (h) hire or terminate any senior executive, or change the chief compensation of any senior executive officerother than changes contemplated in the Company’s annual budget or the executives’ respective employment agreements, including approving any option grants or stock awards to executive officers; (i) enter into any corporate strategic relationship involving change the payment, contribution, or assignment of money or assets which exceeds $5,000,000 in any single transaction or in the aggregate ten percent (10%) of the aggregate value principal business of the Company’s net assets on a consolidated basis in any consecutive twelve-month period, enter new lines of business that are not primarily related to the business of the Company as currently conducted, or exit the current line of business; (j) sell, lease, transfer, exclusively grant an exclusive license or otherwise dispose of material assets and/or intellectual property of the Company or its subsidiaries, in one or a series of related transactions, the aggregate value of which exceeds $5,000,000 in to any single transaction or in the aggregate ten percent (10%) of the aggregate value of the Company’s net assets on a consolidated basis in any consecutive twelve-month period;material intellectual property rights; or (k) acquire (by merger all or substantially all of the properties, assets or stock or asset purchase or otherwise) any Person, business or asset in one or a series of related transactions, the aggregate value of which exceeds $5,000,0000 in any such one or series of related transactions or in the aggregate ten percent (10%) of the aggregate value of the Company’s net assets on a consolidated basis in any consecutive twelve-month period; (l) make any material change in the business plan or business scope; (m) settle any material litigation, arbitration or legal disputes; (n) appoint or remove the Company’s auditor or change materially in accounting policies and standards, including financial year or tax year of the Company; (o) effect any single capital expenditure, the value of which exceeds $5,000,000 in any single transaction or in the aggregate ten percent (10%) of the aggregate value of the Company’s net assets in any fiscal year; or (p) enter into an agreement to do any of the foregoing. For purposes of this Section 5.4, the value of any net assets shall be the value as determined by the Company in good faith. Upon the request of any Investor, the Company shall provide such Investor with reasonable written documentation supporting the basis of such determination of value, and provide such Investor with reasonable access to the personnel, properties, books and records of the Company for the purpose of evaluating the foregoing determination. If such Investor raises any reasonable objections to the foregoing determination, the Company shall consider in good faith such objections and make such revisions to the final determination of value as may be mutually agreed between the Company and such Investor. Notwithstanding anything to the contrary in this Section 5.4, such approval of the Board other company or the Requisite Holders shall not be required with respect to actions contemplated by any agreements entered into between the Company and its stockholder(s) on or prior to the date hereofentity.

Matters Requiring Investor Director Approval. (a) So long as either (x) the holders of Series A Preferred Stock are entitled to elect one or more Series A Directors or (y) the holders of the Series B three Preferred Stock are entitled to elect one or more Series B Directors, the Company hereby covenants and agrees with each of the Investors that it shall not, nor shall it permit any subsidiary of the Company to, without approval of the BoardBoard of Directors, which approval must include the affirmative vote or consent of a majority of the at least two Preferred Directors (which majority shall include a Series B Director), or the approval of the Requisite HoldersDirectors: (ai) make, or permit any subsidiary to make, any loan or advance to, or own any stock or other securities of, any subsidiary or other corporation, partnership, or other entity unless it is wholly owned by the Company; (bii) make, or permit any subsidiary to make, any loan or advance to any Person, including, without limitation, any employee or director of the Company or any subsidiary, in excess of $100,000 (in the case of individuals) or $500,000 (in the case of Persons that are not individuals), except advances and similar expenditures in the ordinary course of business or under the terms of an employee stock or option plan approved by the BoardBoard of Directors, including the affirmative vote or consent of at least two Preferred Directors; (ciii) guarantee, directly or indirectly, or permit any subsidiary to guarantee, directly or indirectly, any indebtedness of any third party, except for trade accounts of the Company or any subsidiary arising in the ordinary course of business; (div) implement or change (or make any investment inconsistent with any with) the Company’s cash investment policy approved by the Boardpolicy; (ev) incur any aggregate indebtedness in excess of five hundred thousand dollars ($500,000 500,000) that is not already included in a budget approved by the BoardBudget (as defined in Subsection 3.1(e)), other than trade credit incurred in the ordinary course of business; (fvi) hire, terminate, or change the compensation of the executive officers, including approving any option grants or stock awards to executive officers; (vii) change the principal business of the Company, enter new lines of business, or exit the current line of business; (viii) sell, assign, license, pledge, or encumber material technology or intellectual property, other than licenses granted in the ordinary course of business; or (ix) enter into any corporate strategic relationship involving the payment, contribution or assignment by the Company or to the Company of money or assets greater than five hundred thousand dollars ($500,000). (b) In addition, so long as the holders of Preferred Stock are entitled to elect three Preferred Directors, the Company hereby covenants and agrees with each of the Investors that it shall not, without approval of the Board of Directors, which approval must include the affirmative vote or consent of at least two Preferred Directors: (i) enter into or be a party to any transaction with any stockholderdirector, director officer, or officer Founder of the Company or any “associate” (as defined in Rule 12b-2 promulgated under the Exchange Act) of any such Person, except for transactions contemplated by this Agreement and the Purchase Agreement including without limitation any “management bonus” or transactions (including agreements related similar plan providing payments to the compensation of employees in connection with a Deemed Liquidation Event, as such term is defined in the Company’s executive officers) made in the ordinary course Certificate of business upon fair and reasonable terms that are approved by a majority of the disinterested members of the Board;Incorporation; or (gii) approve any stock incentive or stock option plan or program, increase the number of shares of Common Stock reserved for issuance under the Company’s equity incentive any such plan or adopt any other equity incentive plan; (h) hire or terminate the chief executive officer; (i) enter into any corporate strategic relationship involving the payment, contributionprogram, or assignment of money or assets which exceeds $5,000,000 in any single transaction or in the aggregate ten percent (10%) of the aggregate value of the Company’s net assets on a consolidated basis in any consecutive twelve-month period; (j) sell, lease, transfer, exclusively license or otherwise dispose of material assets and/or intellectual property of the Company or its subsidiaries, in one or a series of related transactions, the aggregate value of which exceeds $5,000,000 in any single transaction or in the aggregate ten percent (10%) of the aggregate value of the Company’s net assets on a consolidated basis in any consecutive twelve-month period; (k) acquire (by merger or stock or asset purchase or otherwise) any Person, business or asset in one or a series of related transactions, the aggregate value of which exceeds $5,000,0000 in any such one or series of related transactions or in the aggregate ten percent (10%) of the aggregate value of the Company’s net assets on a consolidated basis in any consecutive twelve-month period; (l) make any material change in the business plan or business scope; (m) settle any material litigation, arbitration or legal disputes; (n) appoint or remove the Company’s auditor or change materially in accounting policies and standards, including financial year or tax year of the Company; (o) effect any single capital expenditure, the value of which exceeds $5,000,000 in any single transaction or in the aggregate ten percent (10%) of the aggregate value of the Company’s net assets in any fiscal year; or (p) enter into an agreement to do any of the foregoing. For purposes of this Section 5.4, the value accelerate vesting of any net assets shall be the value as determined by the Company in good faith. Upon the request of any Investorstock option, the Company shall provide such Investor with reasonable written documentation supporting the basis of such determination of valuerestricted stock, and provide such Investor with reasonable access to the personnel, properties, books and records of the Company for the purpose of evaluating the foregoing determination. If such Investor raises any reasonable objections to the foregoing determination, the Company shall consider in good faith such objections and make such revisions to the final determination of value as may be mutually agreed between the Company and such Investor. Notwithstanding anything to the contrary in this Section 5.4, such approval of the Board or the Requisite Holders shall not be required with respect to actions contemplated by any agreements entered into between the Company and its stockholder(s) on or prior to the date hereofother equity-based incentive.

Matters Requiring Investor Director Approval. So long as either (x) the holders of Series A Preferred Stock are entitled to elect one or more Series A Directors or (y) the holders of the Series B Preferred Stock are entitled to elect one or more the Series B DirectorsDirector, the Company hereby covenants and agrees with each of the Investors that it shall not, nor shall it permit any subsidiary of the Company to, without approval of the BoardBoard approval, which approval must include the affirmative vote of a majority of the Preferred Directors (which majority shall include a Series B Director), or the approval of the Requisite Holders: (a) make, agree to or permit consummate any subsidiary to make, any loan or advance to, or own any stock or other securities of, any subsidiary or other corporation, partnership, or other entity unless it is wholly owned acquisition by the CompanyCompany (or any direct or indirect subsidiary) of another entity or its assets in a single transaction or a series of related transactions for a purchase price in excess of $35 million; (b) makeincur, or permit any subsidiary to make, any loan direct or advance to any Person, including, without limitation, any employee or director indirect Subsidiary of the Company to incur, additional indebtedness for borrowed money (other than the Xxxxxxx Credit Facility (as defined in Section 5.3), as amended, restated, modified, renewed, refunded, replaced (whether upon or any subsidiaryafter termination or otherwise) or refinanced in whole or in part from time to time, whether in one or more agreements, and indebtedness related to manufacturing and distribution vendor lines of credit) in excess of $100,000 (in the case of individuals) or $500,000 (in the case of Persons that are not individuals), except advances and similar expenditures in the ordinary course of business or under the terms of an employee stock or option plan approved by the Board35 million; (c) guarantee, directly agree to consummate any issuance by any direct or indirectly, or permit any subsidiary to guarantee, directly or indirectly, any indebtedness indirect Subsidiary of the Company of any third party, shares of its capital stock (or options therefor) except for trade accounts of to the Company or any other wholly-owned direct or indirect subsidiary arising of the Company and except for (i) directors’ qualifying shares required to be issued to satisfy applicable law or regulation, (ii) shares required to be issued to satisfy regulatory restrictions and (iii) bona fide transactions with parties unaffiliated with the Key Holders, family members of Key Holders, or any persons affiliated with such family members in connection with the ordinary course creation of business;bona fide joint ventures or other strategic or commercial partnerships or arrangements negotiated on an arm’s length basis, and the issuance of capital stock to employees and consultants directly in connection with such transactions; or (d) make any investment inconsistent with any investment policy approved by following the Board; (e) incur any aggregate indebtedness in excess Initial Closing under the Purchase Agreement, issue more than 1,618,123 shares of $500,000 that is not already included in a budget approved by the Board, other than trade credit incurred Series B2 Preferred Stock in the ordinary course of business; (f) enter into or be a party to any transaction with any stockholder, director or officer of the Company or any “associate” (as defined in Rule 12b-2 promulgated under the Exchange Act) of any such Person, except for transactions contemplated by this Agreement and the Purchase Agreement or transactions (including agreements related to the compensation of the Company’s executive officers) made in the ordinary course of business upon fair and reasonable terms that are approved by a majority of the disinterested members of the Board; (g) increase the shares of Common Stock reserved for issuance under the Company’s equity incentive plan or adopt any other equity incentive plan; (h) hire or terminate the chief executive officer; (i) enter into any corporate strategic relationship involving the payment, contribution, or assignment of money or assets which exceeds $5,000,000 in any single transaction or in the aggregate ten percent (10%) of the aggregate value of the Company’s net assets on a consolidated basis in any consecutive twelve-month period; (j) sell, lease, transfer, exclusively license or otherwise dispose of material assets and/or intellectual property of the Company or its subsidiaries, in one or a series of related transactions, the aggregate value of which exceeds $5,000,000 in any single transaction or in the aggregate ten percent (10%) of the aggregate value of the Company’s net assets on a consolidated basis in any consecutive twelve-month period; (k) acquire (by merger or stock or asset purchase or otherwise) any Person, business or asset in one or a series of related transactions, the aggregate value of which exceeds $5,000,0000 in any such one or series of related transactions or in the aggregate ten percent (10%) of the aggregate value of the Company’s net assets on a consolidated basis in any consecutive twelve-month period; (l) make any material change in the business plan or business scope; (m) settle any material litigation, arbitration or legal disputes; (n) appoint or remove the Company’s auditor or change materially in accounting policies and standards, including financial year or tax year of the Company; (o) effect any single capital expenditure, the value of which exceeds $5,000,000 in any single transaction or in the aggregate ten percent (10%) of the aggregate value of the Company’s net assets in any fiscal year; or (p) enter into an agreement to do any of the foregoing. For purposes of this Section 5.4, the value of any net assets shall be the value as determined by the Company in good faith. Upon the request of any Investor, the Company shall provide such Investor with reasonable written documentation supporting the basis of such determination of value, and provide such Investor with reasonable access to the personnel, properties, books and records of the Company for the purpose of evaluating the foregoing determination. If such Investor raises any reasonable objections to the foregoing determination, the Company shall consider in good faith such objections and make such revisions to the final determination of value as may be mutually agreed between the Company and such Investor. Notwithstanding anything to the contrary in this Section 5.4, such approval of the Board or the Requisite Holders shall not be required with respect to actions contemplated by any agreements entered into between the Company and its stockholder(s) on or prior to the date hereofaggregate.

Matters Requiring Investor Director Approval. So long as either (x) the holders of Series A Preferred Stock are entitled to elect one or more Series A Directors or (y) the holders of the Series B a Preferred Stock are entitled to elect one or more Series B DirectorsDirector, the Company hereby covenants and agrees with each of the Investors that it shall not, nor shall it permit any subsidiary of the Company to, without approval of the BoardBoard of Directors, which approval must include the affirmative vote of a majority one of the Preferred Directors Directors, provided, however, that clauses (which majority g) and (i) shall include a Series B Director), or require the approval affirmative vote of at least two-thirds of the Requisite HoldersPreferred Directors: (a) make, or permit any subsidiary to make, any loan or advance to, or own any stock or other securities of, any subsidiary or other corporation, partnership, or other entity unless it is wholly owned by the Company; (b) make, or permit any subsidiary to make, any loan or advance to any Person, including, without limitation, any employee or director of the Company or any subsidiary, in excess of $100,000 (in the case of individuals) or $500,000 (in the case of Persons that are not individuals), except advances and similar expenditures in the ordinary course of business or under the terms of an employee stock or option plan approved by the BoardBoard of Directors; (c) guarantee, directly or indirectly, or permit any subsidiary to guarantee, directly or indirectly, any indebtedness of any third party, except for trade accounts of the Company or any subsidiary arising in the ordinary course of business; (d) make any investment inconsistent with any investment policy approved by the Board; (e) incur any aggregate indebtedness in excess of $500,000 that is not already included in a budget approved by the Board, other than trade credit incurred in the ordinary course of business; (f) otherwise enter into or be a party to any transaction with any stockholder, director or officer of the Company or any “associate” (as defined in Rule 12b-2 promulgated under the Exchange Act) of any such Person, including without limitation any “management bonus” or similar plan providing payments to employees in connection with a Deemed Liquidation Event, as such term is defined in the Company’s Certificate of Incorporation, except for transactions contemplated by this Agreement and Agreement, the Purchase Agreement or Agreement, and transactions (including agreements related to the compensation of the Company’s executive officers) made in the ordinary course of business and pursuant to reasonable requirements of the Company’s business and upon fair fair, reasonable and reasonable arms-length terms that are approved by a majority of the disinterested members Board of Directors; (e) hire, terminate, or change the compensation of the Boardexecutive officers, including approving any option grants, stock awards or bonuses to executive officers; (f) change the principal business of the Company, enter new lines of business, or exit the current line of business; (g) increase sell, assign, license, pledge, or encumber material technology or intellectual property, other than licenses granted in the shares ordinary course of Common Stock reserved for issuance under the Company’s equity incentive plan or adopt any other equity incentive plan;business; or (h) hire enter into any corporate strategic relationship involving the payment, contribution, or terminate assignment by the chief executive officer;Company or to the Company of money or assets greater than $500,000; or (i) enter into any corporate strategic relationship involving the payment, contribution, or assignment by the Company or to the Company of money or assets which exceeds greater than $5,000,000 in any single transaction or in the aggregate ten percent (10%) of the aggregate value of the Company’s net assets on a consolidated basis in any consecutive twelve-month period; (j) sell, lease, transfer, exclusively license or otherwise dispose of material assets and/or intellectual property of the Company or its subsidiaries, in one or a series of related transactions, the aggregate value of which exceeds $5,000,000 in any single transaction or in the aggregate ten percent (10%) of the aggregate value of the Company’s net assets on a consolidated basis in any consecutive twelve-month period; (k) acquire (by merger or stock or asset purchase or otherwise) any Person, business or asset in one or a series of related transactions, the aggregate value of which exceeds $5,000,0000 in any such one or series of related transactions or in the aggregate ten percent (10%) of the aggregate value of the Company’s net assets on a consolidated basis in any consecutive twelve-month period; (l) make any material change in the business plan or business scope; (m) settle any material litigation, arbitration or legal disputes; (n) appoint or remove the Company’s auditor or change materially in accounting policies and standards, including financial year or tax year of the Company; (o) effect any single capital expenditure, the value of which exceeds $5,000,000 in any single transaction or in the aggregate ten percent (10%) of the aggregate value of the Company’s net assets in any fiscal year; or (p) enter into an agreement to do any of the foregoing. For purposes of this Section 5.4, the value of any net assets shall be the value as determined by the Company in good faith. Upon the request of any Investor, the Company shall provide such Investor with reasonable written documentation supporting the basis of such determination of value, and provide such Investor with reasonable access to the personnel, properties, books and records of the Company for the purpose of evaluating the foregoing determination. If such Investor raises any reasonable objections to the foregoing determination, the Company shall consider in good faith such objections and make such revisions to the final determination of value as may be mutually agreed between the Company and such Investor. Notwithstanding anything to the contrary in this Section 5.4, such approval of the Board or the Requisite Holders shall not be required with respect to actions contemplated by any agreements entered into between the Company and its stockholder(s) on or prior to the date hereof1,000,000.

Matters Requiring Investor Director Approval. So long as either (x) the holders of Series A Preferred Stock are entitled any Major Investor is eligible to elect one or more Series A Directors or (y) the holders of the Series B Preferred Stock are entitled to elect one or more Series B Directorsdesignate a Designee, the Company hereby covenants and agrees with each of the Investors that it shall not, nor shall it permit any subsidiary of the Company to, without approval of the BoardBoard of Directors, which approval must include the affirmative vote of a majority at least two of the Preferred Directors (which majority shall include a Series B Director)Designees, or the approval for so long as two of the Requisite HoldersMajor Investors remain eligible to designate Designees: (a) make, or permit any subsidiary to make, any loan or advance to, or own any stock or other securities of, any subsidiary or other corporation, partnership, or other entity unless it is wholly owned by the Company; (b) make, or permit any subsidiary to make, any loan or advance to any Person, including, without limitation, any employee or director of the Company or any subsidiary, in excess of $100,000 (in the case of individuals) or $500,000 (in the case of Persons that are not individuals), except advances and similar expenditures in the ordinary course of business or under the terms of an employee stock or option plan approved by the BoardBoard of Directors; (c) guarantee, directly or indirectly, or permit any subsidiary to guarantee, directly or indirectly, any indebtedness of any third party, except for trade accounts of the Company or any subsidiary arising in the ordinary course of business; (d) make any investment inconsistent with other than investments in prime commercial paper, money market funds, certificates of deposit in any investment policy approved United States bank having a net worth in excess of $100,000,000 or obligations listed or guaranteed by the BoardUnited States of America, in each case having a maturity not in excess of two (2) years; (e) incur any aggregate indebtedness in excess of $500,000 that is not already included in a budget approved by the Board, other than trade credit incurred in the ordinary course of business; (f) otherwise enter into or be a party to any transaction with any stockholderdirector, director officer, or officer Key Employee of the Company or any “associate” (as defined in Rule 12b-2 promulgated under the Exchange Act) of any such Person, except for transactions contemplated by this Agreement Agreement, and the Purchase Agreement Agreement, or transactions (including agreements related to the compensation of the Company’s executive officers) made in the ordinary course of business and pursuant to reasonable requirements of the Company’s business and upon fair and reasonable terms that are approved by a majority of the disinterested members Board of Directors; (f) hire, terminate, or change the compensation of the Board;executive officers, including approving any option grants or stock awards to executive officers; or (g) increase the shares of Common Stock reserved for issuance under the Company’s equity incentive plan or adopt any other equity incentive plan; (h) hire or terminate the chief executive officer; (i) enter into any corporate strategic relationship involving the paymentsell, contributionassign, license, pledge, or assignment of money encumber material technology or assets which exceeds $5,000,000 in any single transaction or intellectual property, other than licenses granted in the aggregate ten percent (10%) ordinary course of the aggregate value of the Company’s net assets on a consolidated basis in any consecutive twelve-month period; (j) sell, lease, transfer, exclusively license or otherwise dispose of material assets and/or intellectual property of the Company or its subsidiaries, in one or a series of related transactions, the aggregate value of which exceeds $5,000,000 in any single transaction or in the aggregate ten percent (10%) of the aggregate value of the Company’s net assets on a consolidated basis in any consecutive twelve-month period; (k) acquire (by merger or stock or asset purchase or otherwise) any Person, business or asset in one or a series of related transactions, the aggregate value of which exceeds $5,000,0000 in any such one or series of related transactions or in the aggregate ten percent (10%) of the aggregate value of the Company’s net assets on a consolidated basis in any consecutive twelve-month period; (l) make any material change in the business plan or business scope; (m) settle any material litigation, arbitration or legal disputes; (n) appoint or remove the Company’s auditor or change materially in accounting policies and standards, including financial year or tax year of the Company; (o) effect any single capital expenditure, the value of which exceeds $5,000,000 in any single transaction or in the aggregate ten percent (10%) of the aggregate value of the Company’s net assets in any fiscal year; or (p) enter into an agreement to do any of the foregoing. For purposes of this Section 5.4, the value of any net assets shall be the value as determined by the Company in good faith. Upon the request of any Investor, the Company shall provide such Investor with reasonable written documentation supporting the basis of such determination of value, and provide such Investor with reasonable access to the personnel, properties, books and records of the Company for the purpose of evaluating the foregoing determination. If such Investor raises any reasonable objections to the foregoing determination, the Company shall consider in good faith such objections and make such revisions to the final determination of value as may be mutually agreed between the Company and such Investor. Notwithstanding anything to the contrary in this Section 5.4, such approval of the Board or the Requisite Holders shall not be required with respect to actions contemplated by any agreements entered into between the Company and its stockholder(s) on or prior to the date hereofbusiness.

Matters Requiring Investor Director Approval. So long as either (x) the holders of Series A Preferred Stock are entitled to elect one or more Series A Directors or (y) the holders of the Series B a Preferred Stock are entitled to elect one or more Series B DirectorsDirector, the Company hereby covenants and agrees with each of the Investors that it shall not, nor shall it permit any subsidiary of the Company to, without approval of the BoardBoard of Directors, which approval must include the affirmative vote of a majority of the Preferred Directors (which majority shall include a Series B Director), or the approval of the Requisite HoldersDirectors: (a) make, or permit any subsidiary to make, any loan or advance to, or own any stock or other securities of, any subsidiary or other corporation, partnership, or other entity unless it is wholly owned by the Company; (b) make, or permit any subsidiary to make, any loan or advance to any Person, including, without limitation, any employee or director of the Company or any subsidiary, in excess of $100,000 (in the case of individuals) or $500,000 (in the case of Persons that are not individuals), except advances and similar expenditures in the ordinary course of business or under the terms of an employee stock or option plan approved by the BoardBoard of Directors, and then, not in excess of $100,000; (c) guaranteeadopt, directly amend, terminate or indirectly, or permit approve any subsidiary to guarantee, directly or indirectly, any indebtedness of any third party, except for trade accounts equity incentive plan of the Company or any subsidiary arising in the ordinary course of businessCompany; (d) make any investment inconsistent with any investment policy approved by approve the BoardBudget; (e) incur any aggregate indebtedness for borrowed money in excess of $500,000 that is not already included in a budget approved by the BoardBoard of Directors, other than trade credit incurred in the ordinary course of business; (f) otherwise enter into or be a party to any transaction with any stockholderdirector, director officer, or officer employee of the Company or any “associate” (as defined in Rule 12b-2 promulgated under the Exchange Act) of any such PersonPerson that involve payments in excess of $50,000 in the aggregate in any one year that are not otherwise made on an arms-length basis; (g) hire, except for transactions contemplated by this Agreement and the Purchase Agreement terminate, or transactions (including agreements related to change the compensation of the executive officers of the Company’s executive officers, including approving any option grants or stock awards to such senior management; (h) made change the principal business of the Company, enter new lines of business, or exit the current line of business; (i) make any investment inconsistent with any investment policy approved by the Board of Directors; (j) sell, assign, license, pledge, or encumber material technology or intellectual property, other than licenses granted in the ordinary course of business upon fair and reasonable terms that are approved by a majority of the disinterested members of the Boardbusiness; (gk) increase guarantee, directly or indirectly, or permit any subsidiary to guarantee, directly or indirectly, any indebtedness except for trade accounts of the shares Company or any subsidiary arising in the ordinary course of Common Stock reserved for issuance under the Company’s equity incentive plan or adopt any other equity incentive planbusiness; (h) hire or terminate the chief executive officer; (il) enter into any corporate strategic relationship involving the payment, contribution, or assignment by the Company or to the Company of money or assets which exceeds greater than $5,000,000 in any single transaction or in the aggregate ten percent (10%) of the aggregate value of the Company’s net assets on a consolidated basis in any consecutive twelve-month period; (j) sell, lease, transfer, exclusively license or otherwise dispose of material assets and/or intellectual property of the Company or its subsidiaries, in one or a series of related transactions, the aggregate value of which exceeds $5,000,000 in any single transaction or in the aggregate ten percent (10%) of the aggregate value of the Company’s net assets on a consolidated basis in any consecutive twelve-month period; (k) acquire (by merger or stock or asset purchase or otherwise) any Person, business or asset in one or a series of related transactions, the aggregate value of which exceeds $5,000,0000 in any such one or series of related transactions or in the aggregate ten percent (10%) of the aggregate value of the Company’s net assets on a consolidated basis in any consecutive twelve-month period; (l) make any material change in the business plan or business scope;500,000; or (m) settle permit any material litigation, arbitration or legal disputes; (n) appoint or remove the Company’s auditor or change materially in accounting policies and standards, including financial year or tax year of the Company; (o) effect any single capital expenditure, the value of which exceeds $5,000,000 in any single transaction or in the aggregate ten percent (10%) of the aggregate value of the Company’s net assets in any fiscal year; or (p) enter into an agreement subsidiary to do any of the foregoing. For purposes of this Section 5.4, the value of any net assets shall be the value as determined by the Company in good faith. Upon the request of any Investor, the Company shall provide such Investor with reasonable written documentation supporting the basis of such determination of value, and provide such Investor with reasonable access to the personnel, properties, books and records of the Company for the purpose of evaluating the foregoing determination. If such Investor raises any reasonable objections to the foregoing determination, the Company shall consider in good faith such objections and make such revisions to the final determination of value as may be mutually agreed between the Company and such Investor. Notwithstanding anything to the contrary in this Section 5.4, such approval of the Board or the Requisite Holders shall not be required with respect to actions contemplated by any agreements entered into between the Company and its stockholder(s) on or prior to the date hereof.

Matters Requiring Investor Director Approval. So long as either (x) the holders of Series A Preferred Stock are entitled to elect one or more a Series A Directors Director or (y) the holders of the Series B Preferred Stock are entitled to elect one or more a Series B DirectorsDirector, the Company hereby covenants and agrees with each of the Investors that it shall not, nor shall it permit any subsidiary of the Company to, without approval of the Board, which approval must include the affirmative vote of a majority of the Preferred Directors (which majority shall include a Series B Director), or the approval of the Requisite HoldersPreferred Directors: (a) make, or permit any subsidiary to make, any loan or advance to, or own any stock or other securities of, any subsidiary or other corporation, partnership, or other entity unless it is wholly owned by the Company; (b) make, or permit any subsidiary to make, any loan or advance to any Person, including, without limitation, any employee or director of the Company or any subsidiary, in excess of $100,000 (in the case of individuals) or $500,000 (in the case of Persons that are not individuals), except advances and similar expenditures in the ordinary course of business or under the terms of an employee stock or option plan approved by the Board; (c) guarantee, directly or indirectly, or permit any subsidiary to guarantee, directly or indirectly, any indebtedness of any third party, except for trade accounts of the Company or any subsidiary arising in the ordinary course of business; (d) make any investment inconsistent with any investment policy approved by the Board; (e) incur any aggregate indebtedness in excess of $500,000 that is not already included in a budget approved by the Board, other than trade credit incurred in the ordinary course of business; (f) otherwise enter into or be a party to any transaction with any stockholderdirector, director officer, or officer employee of the Company or any “associate” (as defined in Rule 12b-2 promulgated under the Exchange Act) of any such Person, except for for: transactions contemplated by this Agreement Agreement, the Purchase Agreement, and the other Transaction Agreements (as defined in the Purchase Agreement Agreement); transactions resulting in payments to or by the Company in an aggregate amount less than $60,000 per year; or transactions (including agreements related to the compensation of the Company’s executive officers) made in the ordinary course of business and pursuant to reasonable requirements of the Company’s business and upon fair and reasonable terms that are approved by a majority of the disinterested members of the Board; (g) increase hire, terminate, or change the shares compensation of Common Stock reserved for issuance under the Company’s equity incentive plan executive officers outside of the ordinary course of business, including approving any option grants or adopt any other equity incentive planstock awards to executive officers; (h) hire change the principal business of the Company, enter new lines of business, or terminate exit the chief executive officercurrent line of business; (i) sell, assign, license, pledge, or encumber material technology or intellectual property, other than licenses granted in the ordinary course of business; or (j) enter into any corporate strategic relationship involving the payment, contribution, or assignment by the Company or to the Company of money or assets which exceeds greater than $5,000,000 in any single transaction or in the aggregate ten percent (10%) of the aggregate value of the Company’s net assets on a consolidated basis in any consecutive twelve-month period; (j) sell, lease, transfer, exclusively license or otherwise dispose of material assets and/or intellectual property of the Company or its subsidiaries, in one or a series of related transactions, the aggregate value of which exceeds $5,000,000 in any single transaction or in the aggregate ten percent (10%) of the aggregate value of the Company’s net assets on a consolidated basis in any consecutive twelve-month period; (k) acquire (by merger or stock or asset purchase or otherwise) any Person, business or asset in one or a series of related transactions, the aggregate value of which exceeds $5,000,0000 in any such one or series of related transactions or in the aggregate ten percent (10%) of the aggregate value of the Company’s net assets on a consolidated basis in any consecutive twelve-month period; (l) make any material change in the business plan or business scope; (m) settle any material litigation, arbitration or legal disputes; (n) appoint or remove the Company’s auditor or change materially in accounting policies and standards, including financial year or tax year of the Company; (o) effect any single capital expenditure, the value of which exceeds $5,000,000 in any single transaction or in the aggregate ten percent (10%) of the aggregate value of the Company’s net assets in any fiscal year; or (p) enter into an agreement to do any of the foregoing. For purposes of this Section 5.4, the value of any net assets shall be the value as determined by the Company in good faith. Upon the request of any Investor, the Company shall provide such Investor with reasonable written documentation supporting the basis of such determination of value, and provide such Investor with reasonable access to the personnel, properties, books and records of the Company for the purpose of evaluating the foregoing determination. If such Investor raises any reasonable objections to the foregoing determination, the Company shall consider in good faith such objections and make such revisions to the final determination of value as may be mutually agreed between the Company and such Investor. Notwithstanding anything to the contrary in this Section 5.4, such approval of the Board or the Requisite Holders shall not be required with respect to actions contemplated by any agreements entered into between the Company and its stockholder(s) on or prior to the date hereof500,000.

Matters Requiring Investor Director Approval. So long as either (x) the holders of Series A Preferred Stock are entitled to elect one or more Series A Directors or (y) the holders of the Series B Preferred Stock are entitled to elect one or more Series B Directors, the The Company hereby covenants and agrees with each of the Investors that it shall not, nor shall it permit any subsidiary of without first obtaining the Company to, without approval of the BoardBoard of Directors, which approval must include include, for so long as any shares of Series A Preferred Stock remain outstanding, the affirmative vote of a majority of the Preferred at least two (2) Series A Directors (which majority shall include a or at least one (1) Series B A Director), or the approval of the Requisite Holders:at any time when there are fewer than two (2) Series A Directors then serving): (ai) make, or permit any subsidiary to make, any loan or advance to, or own any stock or other securities of, any subsidiary or other corporation, partnership, or other entity unless it is wholly owned by the Company; (bii) make, or permit any subsidiary to make, any loan or advance to any Person, including, without limitation, any employee or director of the Company or any subsidiary, in excess of $100,000 (in the case of individuals) or $500,000 (in the case of Persons that are not individuals), except advances and similar expenditures in the ordinary course of business or under the terms of an employee stock or option plan approved by the BoardBoard of Directors; (ciii) guarantee, directly or indirectly, or permit any subsidiary to guarantee, directly or indirectly, any indebtedness of any third party, except for trade accounts of the Company or any subsidiary arising in the ordinary course of business; (div) make any investment inconsistent with any investment policy approved by the BoardBoard of Directors; (ev) incur any aggregate indebtedness in excess of $500,000 100,000 in the aggregate that is not already included in a budget approved covered by the BoardBudget, other than trade credit incurred in the ordinary course of business; (fvi) otherwise enter into or be a party to any transaction with any stockholderdirector, director officer or officer employee of the Company or any “associate” (as defined in Rule 12b-2 promulgated under the Exchange Act) of any such Person; (vii) hire, except for transactions contemplated by this Agreement and the Purchase Agreement terminate, or transactions (including agreements related to change the compensation of the Company’s executive officers, including approving or amending the terms of any option grants or stock awards to executive officers; (viii) made change the principal business of the Company, or enter into a new line of business, or exit the existing line of business of the Company; (ix) sell, assign, license, pledge or encumber material technology or intellectual property other than licenses granted in the ordinary course of business upon fair and reasonable terms that are approved by a majority of the disinterested members of the Board;business; or (g) increase the shares of Common Stock reserved for issuance under the Company’s equity incentive plan or adopt any other equity incentive plan; (h) hire or terminate the chief executive officer; (ix) enter into any corporate strategic relationship involving the payment, contribution, payment contribution or assignment by the Company or to the Company of money or assets which exceeds greater than $5,000,000 in any single transaction or in the aggregate ten percent (10%) of the aggregate value of the Company’s net assets on a consolidated basis in any consecutive twelve-month period; (j) sell, lease, transfer, exclusively license or otherwise dispose of material assets and/or intellectual property of the Company or its subsidiaries, in one or a series of related transactions, the aggregate value of which exceeds $5,000,000 in any single transaction or in the aggregate ten percent (10%) of the aggregate value of the Company’s net assets on a consolidated basis in any consecutive twelve-month period; (k) acquire (by merger or stock or asset purchase or otherwise) any Person, business or asset in one or a series of related transactions, the aggregate value of which exceeds $5,000,0000 in any such one or series of related transactions or in the aggregate ten percent (10%) of the aggregate value of the Company’s net assets on a consolidated basis in any consecutive twelve-month period; (l) make any material change in the business plan or business scope; (m) settle any material litigation, arbitration or legal disputes; (n) appoint or remove the Company’s auditor or change materially in accounting policies and standards, including financial year or tax year of the Company; (o) effect any single capital expenditure, the value of which exceeds $5,000,000 in any single transaction or in the aggregate ten percent (10%) of the aggregate value of the Company’s net assets in any fiscal year; or (p) enter into an agreement to do any of the foregoing. For purposes of this Section 5.4, the value of any net assets shall be the value as determined by the Company in good faith. Upon the request of any Investor, the Company shall provide such Investor with reasonable written documentation supporting the basis of such determination of value, and provide such Investor with reasonable access to the personnel, properties, books and records of the Company for the purpose of evaluating the foregoing determination. If such Investor raises any reasonable objections to the foregoing determination, the Company shall consider in good faith such objections and make such revisions to the final determination of value as may be mutually agreed between the Company and such Investor. Notwithstanding anything to the contrary in this Section 5.4, such approval of the Board or the Requisite Holders shall not be required with respect to actions contemplated by any agreements entered into between the Company and its stockholder(s) on or prior to the date hereof250,000.

Matters Requiring Investor Director Approval. So In addition to any other consents required hereunder or under the Certificate of Incorporation, so long as either (x) the holders of Series A A-1 Preferred Stock and Series A-2 Preferred Stock are entitled to elect at least one or more Series A Directors or (y) the holders of the Series B Preferred Stock are entitled to elect one or more Series B DirectorsDirector, the Company hereby covenants and agrees with each of the Investors that it shall not, nor shall it permit any subsidiary of the Company to, directly or indirectly, by amendment, merger, consolidation or otherwise, without approval of the BoardBoard of Directors, which approval must include the affirmative vote of at least a majority of the Preferred Directors (which majority shall include a Series B Director), or the approval of the Requisite HoldersA Directors: (a) make, or permit any subsidiary to make, any loan or advance to, or own to any stock or other securities of, any subsidiary Subsidiary or other corporation, partnership, or other entity unless it is wholly owned by the Company; (b) make, or permit any subsidiary to make, any loan or advance to any PersonPerson or Persons in excess of $25,000, including, without limitation, any employee or director manager of the Company or any subsidiary, in excess of $100,000 (in the case of individuals) or $500,000 (in the case of Persons that are not individuals)Subsidiary, except advances and similar expenditures in the ordinary course of business or under the terms of an employee stock or option plan approved by the BoardBoard of Directors, including at least a majority of the Series A Directors; (c) guarantee, directly or indirectly, or permit any subsidiary to guarantee, directly or indirectly, any indebtedness of any third party, except for trade accounts of the Company or any subsidiary arising in the ordinary course of business; (d) make any investment inconsistent with any investment policy approved by the Board; (e) incur any aggregate indebtedness in excess of $500,000 that is not already included in a budget approved by the Board, other than trade credit incurred in the ordinary course of business; (f) otherwise enter into or be a party to any transaction with any stockholdermanager, director officer, or officer employee of the Company or any “associate” (as defined in Rule 12b-2 promulgated under the Exchange Act) of any such Person, except for (i) transactions contemplated by this Agreement and the Purchase Agreement Agreement; or (ii) transactions (including agreements related to the compensation of the Company’s executive officers) made in the ordinary course of business and pursuant to reasonable requirements of the Company’s business and upon fair and reasonable terms that are approved by at least a majority of the disinterested members Board of Directors, including at least a majority of the Board; (g) increase the shares of Common Stock reserved for issuance under the Company’s equity incentive plan or adopt any other equity incentive plan; (h) hire or terminate the chief executive officer; (i) enter into any corporate strategic relationship involving the payment, contribution, or assignment of money or assets which exceeds $5,000,000 in any single transaction or in the aggregate ten percent (10%) of the aggregate value of the Company’s net assets on a consolidated basis in any consecutive twelve-month period; (j) sell, lease, transfer, exclusively license or otherwise dispose of material assets and/or intellectual property of the Company or its subsidiaries, in one or a series of related transactions, the aggregate value of which exceeds $5,000,000 in any single transaction or in the aggregate ten percent (10%) of the aggregate value of the Company’s net assets on a consolidated basis in any consecutive twelve-month period; (k) acquire (by merger or stock or asset purchase or otherwise) any Person, business or asset in one or a series of related transactions, the aggregate value of which exceeds $5,000,0000 in any such one or series of related transactions or in the aggregate ten percent (10%) of the aggregate value of the Company’s net assets on a consolidated basis in any consecutive twelve-month period; (l) make any material change in the business plan or business scope; (m) settle any material litigation, arbitration or legal disputes; (n) appoint or remove the Company’s auditor or change materially in accounting policies and standards, including financial year or tax year of the Company; (o) effect any single capital expenditure, the value of which exceeds $5,000,000 in any single transaction or in the aggregate ten percent (10%) of the aggregate value of the Company’s net assets in any fiscal yearSeries A Directors; or (pd) enter into an agreement hire, terminate, or change the compensation of Xxxxx Xxxx or Xxxxxx Xxxxxx, including approving any option grants or other equity awards to do any of the foregoing. For purposes of this Section 5.4, the value of any net assets shall be the value as determined by the Company in good faith. Upon the request of any Investor, the Company shall provide such Investor with reasonable written documentation supporting the basis of such determination of value, and provide such Investor with reasonable access to the personnel, properties, books and records of the Company for the purpose of evaluating the foregoing determination. If such Investor raises any reasonable objections to the foregoing determination, the Company shall consider in good faith such objections and make such revisions to the final determination of value as may be mutually agreed between the Company and such Investor. Notwithstanding anything to the contrary in this Section 5.4, such approval of the Board Xxxxx Xxxx or the Requisite Holders shall not be required with respect to actions contemplated by any agreements entered into between the Company and its stockholder(s) on or prior to the date hereofXxxxxx Xxxxxx.

Matters Requiring Investor Director Approval. So long as either (x) the holders of Series A Preferred Stock are entitled to elect one or more Series A Directors or (y) the holders of the Series B a Preferred Stock are entitled to elect one or more Series B DirectorsDirector, the Company hereby covenants and agrees with each of the Investors that it shall not, nor shall it permit any subsidiary of the Company to, without approval of the BoardBoard of Directors, which approval must include the affirmative vote of a majority of the Lead Preferred Directors (which majority shall include a Series B Director), or the approval of the Requisite Holders: (a) make, or permit any subsidiary to make, make any loan or advance to, or own any stock or other securities of, any subsidiary or other corporation, partnership, or other entity unless it is wholly owned by the Company; (b) make, or permit any subsidiary to make, make any loan or advance to any Person, including, without limitation, any employee or director of the Company or any subsidiary, in excess of $100,000 (in the case of individuals) or $500,000 (in the case of Persons that are not individuals), except advances and similar expenditures in the ordinary course of business or under the terms of an employee stock or option plan approved by the BoardBoard of Directors, including the Lead Preferred Director; (c) guarantee, directly or indirectly, or permit any subsidiary to guarantee, directly or indirectly, any indebtedness of any third party, except for trade accounts of the Company or any subsidiary arising in the ordinary course of business; (d) make any investment inconsistent with any investment policy approved by the BoardBoard of Directors; (e) incur any aggregate indebtedness in excess of $500,000 100,000 that is not already included in a budget approved by the BoardBoard of Directors, other than trade credit incurred in the ordinary course of business; (f) otherwise enter into or be a party to any transaction with any stockholderdirector, director officer, or officer employee of the Company or any “associate” (as defined in Rule 12b-2 promulgated under the Exchange Act) of any such Person, except for transactions contemplated by this Agreement and the Purchase Agreement Agreement, transactions resulting in payments to or by the Company in an aggregate amount less than $60,000 per year, or transactions (including agreements related to the compensation of the Company’s executive officers) made in the ordinary course of business and pursuant to reasonable requirements of the Company’s business and upon fair and reasonable terms that are approved by a majority of the disinterested members Board of the BoardDirectors; (g) hire, terminate, or change the compensation of the executive officers, including approving any option grants or stock awards to executive officers; (h) change the principal business of the Company, enter new lines of business, or exit the current line of business; (i) sell, assign, license, pledge, or encumber material technology or intellectual property, other than licenses granted in the ordinary course of business; (j) increase the shares of Common Stock reserved for issuance under the Company’s equity incentive plan 2015 Stock Incentive Plan, as amended, or adopt any other equity incentive plan;; or (h) hire or terminate the chief executive officer; (ik) enter into any corporate strategic relationship involving the payment, contribution, or assignment by the Company or to the Company of money or assets which exceeds $5,000,000 in any single transaction or in the aggregate ten percent (10%) of the aggregate value of the Company’s net assets on a consolidated basis in any consecutive twelve-month period; (j) sell, lease, transfer, exclusively license or otherwise dispose of material assets and/or intellectual property of the Company or its subsidiaries, in one or a series of related transactions, the aggregate value of which exceeds $5,000,000 in any single transaction or in the aggregate ten percent (10%) of the aggregate value of the Company’s net assets on a consolidated basis in any consecutive twelve-month period; (k) acquire (by merger or stock or asset purchase or otherwise) any Person, business or asset in one or a series of related transactions, the aggregate value of which exceeds $5,000,0000 in any such one or series of related transactions or in the aggregate ten percent (10%) of the aggregate value of the Company’s net assets on a consolidated basis in any consecutive twelve-month period; (l) make any material change in the business plan or business scope; (m) settle any material litigation, arbitration or legal disputes; (n) appoint or remove the Company’s auditor or change materially in accounting policies and standards, including financial year or tax year of the Company; (o) effect any single capital expenditure, the value of which exceeds $5,000,000 in any single transaction or in the aggregate ten percent (10%) of the aggregate value of the Company’s net assets in any fiscal year; or (p) enter into an agreement to do any of the foregoing. For purposes of this Section 5.4, the value of any net assets shall be the value as determined by the Company in good faith. Upon the request of any Investor, the Company shall provide such Investor with reasonable written documentation supporting the basis of such determination of value, and provide such Investor with reasonable access to the personnel, properties, books and records of the Company for the purpose of evaluating the foregoing determination. If such Investor raises any reasonable objections to the foregoing determination, the Company shall consider in good faith such objections and make such revisions to the final determination of value as may be mutually agreed between the Company and such Investor. Notwithstanding anything to the contrary in this Section 5.4, such approval of the Board or the Requisite Holders shall not be required with respect to actions contemplated by any agreements entered into between the Company and its stockholder(s) on or prior to the date hereofassets.

Matters Requiring Investor Director Approval. So long as either (x) the holders of Series A Preferred Stock are entitled to elect one or more Series A Directors or (y) the holders of the Series B a Preferred Stock are entitled to elect one or more Series B DirectorsDirector, the Company hereby covenants and agrees with each of the Investors that it shall not, nor shall it permit any subsidiary of the Company to, without approval of the BoardBoard of Directors, which approval must include the affirmative vote of a majority of the Preferred Directors (which majority shall include a Series B Director), or the approval of the Requisite HoldersDirectors: (a) subject to Section 1.1 of that certain Second Amended and Restated Voting Agreement, dated as of the date hereof, by and among the Company and certain of its stockholders, increase the size of the Board of Directors above seven (7) members; (b) make, or permit any subsidiary to make, any loan or advance to, or own any stock or other securities of, any subsidiary or other corporation, partnership, or other entity unless it is wholly owned by the Company; (bc) make, or permit any subsidiary to make, any loan or advance to any Person, including, without limitation, any employee or director of the Company or any subsidiary, in excess of $100,000 (in the case of individuals) or $500,000 (in the case of Persons that are not individuals), except advances and similar expenditures in the ordinary course of business or under the terms of an employee stock or option plan approved by the BoardBoard of Directors; (cd) make any loan or advance to, or own any stock or other securities of, any subsidiary of any other corporation, partnership or other entity unless it is wholly owned by the Company; (e) guarantee, directly or indirectly, or permit any subsidiary to guarantee, directly or indirectly, any indebtedness of any third party, except for trade accounts of the Company or any subsidiary arising in the ordinary course of business; (d) make any investment inconsistent with any investment policy approved by the Board; (ef) incur any aggregate indebtedness in excess of $500,000 that is not already included in a budget approved by the Board, other than (excluding trade credit incurred in the ordinary course of business) in excess of $100,000 that is not already included in a Budget for the fiscal year in which such indebtedness is incurred; (fg) make any investment other than investments in prime commercial paper, money market funds, certificates of deposit in any United States bank having a net worth in excess of $100,000,000, or obligations issued or guaranteed by the United States of America, in each case having a maturity not in excess of one year; (h) enter into any lines of business that is not primarily related to the business of the Company as conducted as of the Closing, exit the business of the Company as conducted as of the Closing, or change the principal business of the Company; (i) grant any exclusive license to any of the Company’s material intellectual property rights; (j) acquire all or substantially all of the properties, assets or stock of any other company or entity; (k) otherwise enter into or be a party to any transaction with any stockholderdirector, director officer, or officer employee of the Company or any “associate” (as defined in Rule 12b-2 promulgated under the Exchange Act) of any such Person, except for transactions contemplated by this Agreement and the Purchase Agreement or transactions (including agreements related to the compensation of the Company’s executive officers) made in the ordinary course of business upon fair and reasonable terms that are approved by a majority of the disinterested members of the Board; (g) increase the shares of Common Stock reserved for issuance under the Company’s equity incentive plan or adopt any other equity incentive plan; (h) hire or terminate the chief executive officer; (i) enter into any corporate strategic relationship involving the payment, contribution, or assignment of money or assets which exceeds $5,000,000 in any single transaction or in the aggregate ten percent (10%) of the aggregate value of the Company’s net assets on a consolidated basis in any consecutive twelve-month period; (j) sell, lease, transfer, exclusively license or otherwise dispose of material assets and/or intellectual property of the Company or its subsidiaries, in one or a series of related transactions, the aggregate value of which exceeds $5,000,000 in any single transaction or in the aggregate ten percent (10%) of the aggregate value of the Company’s net assets on a consolidated basis in any consecutive twelve-month period; (k) acquire (by merger or stock or asset purchase or otherwise) any Person, business or asset in one or a series of related transactions, the aggregate value of which exceeds $5,000,0000 in any such one or series of related transactions or in the aggregate ten percent (10%) of the aggregate value of the Company’s net assets on a consolidated basis in any consecutive twelve-month period;Agreement; or (l) make any material change in the business plan or business scope; (m) settle any material litigationhire, arbitration or legal disputes; (n) appoint or remove the Company’s auditor terminate, or change materially in accounting policies and standardsthe compensation of any senior executive officer, including financial year approving the payment of bonuses to any senior executive officer, except in accordance with the Budget or tax year of the Company; (o) effect any single capital expenditure, the value of which exceeds $5,000,000 in any single transaction or in the aggregate ten percent (10%) of the aggregate value of the Companysuch senior executive officer’s net assets in any fiscal year; or (p) enter into an agreement to do any of the foregoing. For purposes of this Section 5.4, the value of any net assets shall be the value as determined by the Company in good faith. Upon the request of any Investor, the Company shall provide such Investor with reasonable written documentation supporting the basis of such determination of value, and provide such Investor with reasonable access to the personnel, properties, books and records of the Company for the purpose of evaluating the foregoing determination. If such Investor raises any reasonable objections to the foregoing determination, the Company shall consider in good faith such objections and make such revisions to the final determination of value as may be mutually agreed between the Company and such Investor. Notwithstanding anything to the contrary in this Section 5.4, such approval of the Board or the Requisite Holders shall not be required with respect to actions contemplated by any agreements entered into between the Company and its stockholder(s) on or prior to the date hereofemployment agreement.

Matters Requiring Investor Director Approval. So long as either (x) the holders of Series A Preferred Stock are entitled to elect one or more a Series A Directors or (y) the holders of the Series B Preferred Stock are entitled to elect one or more Series B DirectorsDirector, the Company hereby covenants and agrees with each of the Investors that it shall not, nor shall it permit any subsidiary of not after the Company todate hereof, without approval of the BoardBoard of Directors, which approval must include the affirmative vote of a majority of the Preferred Directors (which majority shall include a Series B Director), or the approval of the Requisite HoldersA Directors: (a) grant a security interest to any third party to secure any indebtedness or other obligations of Company; (b) make, or permit any subsidiary to make, any loan or advance to, or own any stock or other securities of, any subsidiary or other corporation, partnership, or other entity unless it is wholly owned by the Company; (b) make, or permit any subsidiary to make, any loan or advance to any Person, including, without limitation, any employee or director of the Company or any subsidiary, in excess of $100,000 (in the case of individuals) or $500,000 (in the case of Persons that are not individuals), except advances and similar expenditures in the ordinary course of business or under the terms of an employee stock or option plan approved by the Board; (c) guarantee, directly or indirectly, or permit any subsidiary to guarantee, directly or indirectly, any indebtedness of any third party, except for trade accounts of the Company or any subsidiary arising in the ordinary course of business; (d) make any investment inconsistent with other than investments in prime commercial paper, money market funds, certificates of deposit in any investment policy approved United States bank having a net worth in excess of $100,000,000 or obligations issued or guaranteed by the BoardUnited States of America, in each case having a maturity not in excess of one year; (e) incur any aggregate indebtedness in excess of $500,000 that is not already included in a budget approved by the Board, other than trade credit incurred in the ordinary course of business; (f) otherwise enter into or be a party to any transaction transaction, including loans, with any stockholderdirector, director officer, or officer employee of the Company or any “associate” (as defined in Rule 12b-2 promulgated under the Exchange Act) of any such Person, except for transactions set forth in or contemplated by this Agreement and Agreement, the Purchase Agreement or transactions (including agreements related to the compensation of the Company’s executive officers) made in the ordinary course of business and pursuant to reasonable requirements of the Company’s business and upon fair and reasonable terms that are approved by a majority of the disinterested members Board of Directors; (f) hire, terminate, or change the compensation of the Boardexecutive officers, including approving any option grants or stock awards to executive officers; (g) increase change the shares principal business of Common Stock reserved for issuance under the Company’s equity incentive plan , enter new lines of business, or adopt any other equity incentive planexit the current line of business; (h) hire or terminate the chief executive officer; (i) enter into any corporate strategic relationship involving the paymentsell, contributionassign, license, pledge, or assignment of money encumber material technology or assets which exceeds $5,000,000 in any single transaction or intellectual property, other than licenses granted in the aggregate ten percent (10%) ordinary course of the aggregate value of the Company’s net assets on a consolidated basis in any consecutive twelve-month period; (j) sell, lease, transfer, exclusively license or otherwise dispose of material assets and/or intellectual property of the Company or its subsidiaries, in one or a series of related transactions, the aggregate value of which exceeds $5,000,000 in any single transaction or in the aggregate ten percent (10%) of the aggregate value of the Company’s net assets on a consolidated basis in any consecutive twelve-month period; (k) acquire (by merger or stock or asset purchase or otherwise) any Person, business or asset in one or a series of related transactions, the aggregate value of which exceeds $5,000,0000 in any such one or series of related transactions or in the aggregate ten percent (10%) of the aggregate value of the Company’s net assets on a consolidated basis in any consecutive twelve-month period; (l) make any material change in the business plan or business scope; (m) settle any material litigation, arbitration or legal disputes; (n) appoint or remove the Company’s auditor or change materially in accounting policies and standards, including financial year or tax year of the Company; (o) effect any single capital expenditure, the value of which exceeds $5,000,000 in any single transaction or in the aggregate ten percent (10%) of the aggregate value of the Company’s net assets in any fiscal year; or (p) enter into an agreement to do any of the foregoing. For purposes of this Section 5.4, the value of any net assets shall be the value as determined by the Company in good faith. Upon the request of any Investor, the Company shall provide such Investor with reasonable written documentation supporting the basis of such determination of value, and provide such Investor with reasonable access to the personnel, properties, books and records of the Company for the purpose of evaluating the foregoing determination. If such Investor raises any reasonable objections to the foregoing determination, the Company shall consider in good faith such objections and make such revisions to the final determination of value as may be mutually agreed between the Company and such Investor. Notwithstanding anything to the contrary in this Section 5.4, such approval of the Board or the Requisite Holders shall not be required with respect to actions contemplated by any agreements entered into between the Company and its stockholder(s) on or prior to the date hereofbusiness.

Matters Requiring Investor Director Approval. So long as either (x) the holders of Series A Preferred Stock are entitled to elect one or more Series A Directors or (y) the holders any member of the Series B Preferred Stock are entitled to elect one or more Series B Board of Directors, the Company hereby covenants and agrees with each of the Investors that it shall not, nor shall it permit any subsidiary of the Company to, without approval of the BoardBoard of Directors, which approval must include the affirmative vote of a majority at least two of the Preferred Directors (which majority shall include a Series B Director), or the approval of the Requisite HoldersDirectors: (a) make, or permit any subsidiary to make, any loan or advance to, or own any stock or other securities of, any subsidiary or other corporation, partnership, or other entity unless it is wholly owned by the Company; (b) make, or permit any subsidiary to make, any loan or advance to any Person, including, without limitation, any employee or director of the Company or any subsidiary, in excess of $100,000 (in the case of individuals) or $500,000 (in the case of Persons that are not individuals), except advances and similar expenditures in the ordinary course of business or under the terms of an employee stock or option plan or other benefits plan approved by the BoardBoard of Directors; (c) guarantee, directly or indirectly, or permit any subsidiary to guarantee, directly or indirectly, any indebtedness of any third party, except for trade accounts of the Company or any subsidiary arising in the ordinary course of business; (d) make any investment inconsistent with any investment policy approved by the BoardBoard of Directors; (e) incur any aggregate indebtedness in excess of $500,000 that is not already included in a budget approved by the Board, other than trade credit incurred in the ordinary course of business; (f) otherwise enter into or be a party to any transaction with any stockholderdirector, director officer, or officer employee of the Company or any “associate” (as defined in Rule 12b-2 promulgated under the Exchange Act) of any such Person, except for transactions contemplated by this Agreement and Agreement, the Purchase Agreement or Agreement, and transactions (including agreements related to the compensation of the Company’s executive officers) made in the ordinary course of business and pursuant to reasonable requirements of the Company’s business and upon fair and reasonable terms that are approved by a majority of the disinterested members Board of Directors; (f) hire, terminate, or change the compensation of the Boardexecutive officers, including approving any option grants or stock awards to executive officers; (g) increase change the shares principal business of Common Stock reserved for issuance under the Company’s equity incentive plan , enter new lines of business, or adopt any other equity incentive planexit the current line of business; (h) hire sell, assign, license, pledge, or terminate encumber material technology or intellectual property, other than licenses granted in the chief executive officer;ordinary course of business; or (i) enter into any corporate strategic relationship involving the payment, contribution, or assignment by the Company or to the Company of money or assets which exceeds greater than $5,000,000 in any single transaction or in the aggregate ten percent (10%) of the aggregate value of the Company’s net assets on a consolidated basis in any consecutive twelve-month period; (j) sell, lease, transfer, exclusively license or otherwise dispose of material assets and/or intellectual property of the Company or its subsidiaries, in one or a series of related transactions, the aggregate value of which exceeds $5,000,000 in any single transaction or in the aggregate ten percent (10%) of the aggregate value of the Company’s net assets on a consolidated basis in any consecutive twelve-month period; (k) acquire (by merger or stock or asset purchase or otherwise) any Person, business or asset in one or a series of related transactions, the aggregate value of which exceeds $5,000,0000 in any such one or series of related transactions or in the aggregate ten percent (10%) of the aggregate value of the Company’s net assets on a consolidated basis in any consecutive twelve-month period; (l) make any material change in the business plan or business scope; (m) settle any material litigation, arbitration or legal disputes; (n) appoint or remove the Company’s auditor or change materially in accounting policies and standards, including financial year or tax year of the Company; (o) effect any single capital expenditure, the value of which exceeds $5,000,000 in any single transaction or in the aggregate ten percent (10%) of the aggregate value of the Company’s net assets in any fiscal year; or (p) enter into an agreement to do any of the foregoing. For purposes of this Section 5.4, the value of any net assets shall be the value as determined by the Company in good faith. Upon the request of any Investor, the Company shall provide such Investor with reasonable written documentation supporting the basis of such determination of value, and provide such Investor with reasonable access to the personnel, properties, books and records of the Company for the purpose of evaluating the foregoing determination. If such Investor raises any reasonable objections to the foregoing determination, the Company shall consider in good faith such objections and make such revisions to the final determination of value as may be mutually agreed between the Company and such Investor. Notwithstanding anything to the contrary in this Section 5.4, such approval of the Board or the Requisite Holders shall not be required with respect to actions contemplated by any agreements entered into between the Company and its stockholder(s) on or prior to the date hereof100,000.

Matters Requiring Investor Director Approval. So long as either (x) the holders of Series A Preferred Stock are entitled to elect one or more Series A Directors or (y) the holders of the Series B Preferred Stock are entitled to elect one or more a Series B DirectorsDirector, the Company hereby covenants and agrees with each of the Investors that it shall not, nor shall it permit any subsidiary of the Company to, without approval of the Board, which approval must include the affirmative vote of a majority of the at least two Preferred Directors (which majority shall include a Series B Director), or the approval of the Requisite HoldersDirectors: (a) make, or permit any subsidiary to make, any loan or advance to, or own any stock or other securities of, any subsidiary or other corporation, partnership, or other entity or person unless it is wholly owned by the Company; (b) make, or permit any subsidiary to make, any loan or advance to any Person, including, without limitation, any employee or director of the Company or any subsidiary, in excess of $100,000 (in the case of individuals) or $500,000 (in the case of Persons that are not individuals), except advances and similar expenditures in the ordinary course of business or under the terms of an employee stock or option plan approved by the Board; (c) guarantee, directly or indirectly, or permit any subsidiary to guarantee, directly or indirectly, any indebtedness of any third party, except for trade accounts of the Company or any subsidiary arising in the ordinary course of business; (d) make any investment inconsistent with any investment policy approved by the Board; (e) incur any aggregate indebtedness in excess of $500,000 1,000,000 that is not already included in a budget approved by the Board, other than trade credit incurred in the ordinary course of business; (f) otherwise enter into or be a party to any transaction with any stockholderdirector, director officer, or officer employee of the Company or any “associate” (as defined in Rule 12b-2 promulgated under the Exchange Act) of any such Person, except for transactions contemplated by this Agreement and or the Purchase Agreement Agreement; transactions resulting in payments to or by the Company in an aggregate amount less than $120,000 per year; or transactions (including agreements related to the compensation of the Company’s executive officers) made in the ordinary course of business and pursuant to reasonable requirements of the Company’s business and upon fair and reasonable terms that are approved by a majority of the disinterested members of the Board; (g) increase hire, terminate, or change the shares compensation of Common Stock reserved for issuance under the Company’s equity incentive plan executive officers, including approving any option grants or adopt any other equity incentive planstock awards to executive officers; (h) hire change the principal business of the Company, enter new lines of business, or terminate exit the chief executive officercurrent line of business; (i) sell, assign, license, pledge, or encumber material technology or intellectual property, other than licenses granted in the ordinary course of business; or (j) enter into any corporate strategic relationship involving the payment, contribution, or assignment by the Company or to the Company of money or assets which exceeds greater than $5,000,000 in any single transaction or in the aggregate ten percent (10%) of the aggregate value of the Company’s net assets on a consolidated basis in any consecutive twelve-month period; (j) sell, lease, transfer, exclusively license or otherwise dispose of material assets and/or intellectual property of the Company or its subsidiaries, in one or a series of related transactions, the aggregate value of which exceeds $5,000,000 in any single transaction or in the aggregate ten percent (10%) of the aggregate value of the Company’s net assets on a consolidated basis in any consecutive twelve-month period; (k) acquire (by merger or stock or asset purchase or otherwise) any Person, business or asset in one or a series of related transactions, the aggregate value of which exceeds $5,000,0000 in any such one or series of related transactions or in the aggregate ten percent (10%) of the aggregate value of the Company’s net assets on a consolidated basis in any consecutive twelve-month period; (l) make any material change in the business plan or business scope; (m) settle any material litigation, arbitration or legal disputes; (n) appoint or remove the Company’s auditor or change materially in accounting policies and standards, including financial year or tax year of the Company; (o) effect any single capital expenditure, the value of which exceeds $5,000,000 in any single transaction or in the aggregate ten percent (10%) of the aggregate value of the Company’s net assets in any fiscal year; or (p) enter into an agreement to do any of the foregoing. For purposes of this Section 5.4, the value of any net assets shall be the value as determined by the Company in good faith. Upon the request of any Investor, the Company shall provide such Investor with reasonable written documentation supporting the basis of such determination of value, and provide such Investor with reasonable access to the personnel, properties, books and records of the Company for the purpose of evaluating the foregoing determination. If such Investor raises any reasonable objections to the foregoing determination, the Company shall consider in good faith such objections and make such revisions to the final determination of value as may be mutually agreed between the Company and such Investor. Notwithstanding anything to the contrary in this Section 5.4, such approval of the Board or the Requisite Holders shall not be required with respect to actions contemplated by any agreements entered into between the Company and its stockholder(s) on or prior to the date hereof1,000,000.

Matters Requiring Investor Director Approval. So long as either (x) the holders of Series A Preferred Stock are entitled to elect one or more Series A Directors or (y) the holders of the Series B Preferred Stock are entitled to elect one or more Series B Directors, the The Company hereby covenants and agrees with each of the Investors that it shall not, nor shall it permit any subsidiary of the Company to, without approval of the BoardBoard of Directors, which approval must include the affirmative vote of a majority at least two of the Preferred Directors (which majority shall include a Series B Director), or the approval of the Requisite HoldersInvestor Directors: (a) make, or permit any subsidiary to make, make any loan or advance to, or own any stock or other securities of, any subsidiary or other corporation, partnership, or other entity unless it is wholly owned by the Company; (b) make, or permit any subsidiary to make, make any loan or advance to any Personperson, including, without limitation, any employee or director of the Company or any subsidiary, in excess of $100,000 (in the case of individuals) or $500,000 (in the case of Persons that are not individuals)director, except advances and similar expenditures in the ordinary course of business or under the terms of an employee stock or option plan approved by the BoardBoard of Directors; (c) guarantee, directly or indirectly, or permit any subsidiary to guarantee, directly or indirectly, guarantee any indebtedness of any third party, except for trade accounts of the Company or any subsidiary arising in the ordinary course of business; (d) make any investment inconsistent with other than investments in prime commercial paper, money market funds, certificates of deposit in any investment policy approved United States bank having a net worth in excess of $100,000,000 or obligations issued or guaranteed by the BoardUnited States of America, in each case having a maturity not in excess of one year; (e) incur any aggregate indebtedness in excess of $500,000 50,000 that is not already included in a budget Board-approved by the Boardbudget, other than trade credit incurred in the ordinary course of business; (f) enter into or be a party to any transaction with any stockholderdirector, director officer or officer employee of the Company or any “associate” (as defined in Rule 12b-2 promulgated under the Exchange Act) of any such Personperson; (g) hire, except for transactions contemplated by this Agreement and the Purchase Agreement fire, or transactions (including agreements related to change the compensation of the Company’s executive officers, including approving any option plans; (h) made change the principal business of the Company, enter new lines of business, or exit the current line of business; (i) sell, transfer, license, pledge or encumber technology or intellectual property (other than immaterial licenses granted in the ordinary course of business upon fair and reasonable terms that are approved by a majority of the disinterested members of the Board; (g) increase the shares of Common Stock reserved for issuance under the Company’s equity incentive plan or adopt any other equity incentive plan; (h) hire or terminate the chief executive officer; (i) enter into any corporate strategic relationship involving the payment, contribution, or assignment of money or assets which exceeds $5,000,000 in any single transaction or in the aggregate ten percent (10%) of the aggregate value of the Company’s net assets on a consolidated basis in any consecutive twelve-month periodbusiness); (j) sell, lease, transfer, exclusively license or otherwise dispose of material assets and/or intellectual property increase the size of the Company or its subsidiaries, in one or a series of related transactions, the aggregate value of which exceeds $5,000,000 in any single transaction or in the aggregate ten percent (10%) of the aggregate value of the Company’s net assets on a consolidated basis in any consecutive twelve-month period;options pool; or (k) acquire enter into or be a party to any contract research organization (by merger or stock or asset purchase or otherwiseCRO) any Personagreement that is not already included in a Board-approved budget; provided, business or asset in one or a series of related transactions, however. that the aggregate value of which exceeds $5,000,0000 in Company further covenants and agrees that it shall not enter into any such one or series agreement that involves obligations of related transactions or in the aggregate ten percent (10%) of the aggregate value of the Company’s net assets on a consolidated basis in any consecutive twelve-month period; (l) make any material change in the business plan or business scope; (m) settle any material litigation, arbitration or legal disputes; (n) appoint or remove the Company’s auditor or change materially in accounting policies and standards, including financial year or tax year of the Company; (o) effect any single capital expenditure, the value of which exceeds $5,000,000 in any single transaction or in the aggregate ten percent (10%) of the aggregate value of the Company’s net assets in any fiscal year; or (p) enter into an agreement to do any of the foregoing. For purposes of this Section 5.4, the value of any net assets shall be the value as determined by the Company in good faith. Upon the request excess of any Investor$500,000, the Company shall provide such Investor with reasonable written documentation supporting the basis of such determination of valuewhether or not included in a Board-approved budget, and provide such Investor with reasonable access to the personnel, properties, books and records of the Company for the purpose of evaluating the foregoing determination. If such Investor raises any reasonable objections to the foregoing determination, the Company shall consider in good faith such objections and make such revisions to the final determination of value as may be mutually agreed between the Company and such Investor. Notwithstanding anything to the contrary in this Section 5.4, such approval of without first providing the Board or the Requisite Holders shall not be required of Directors with respect to actions contemplated by any agreements entered into between the Company and its stockholder(s) on or prior to the date hereofnotice thereof.

Matters Requiring Investor Director Approval. So long as either (x) the holders of Series A Preferred Stock are entitled to elect at least one or more Series A Directors or (y) the holders of the Series B Preferred Stock are entitled to elect one or more Series B DirectorsDirector, the Company hereby covenants and agrees with each of the Investors that it shall not, nor shall it permit any subsidiary of the Company to, without approval of the BoardBoard of Directors, which approval must include the affirmative vote of a majority of the Preferred Directors (which Series A Directors; provided that such majority shall not include an interested Series A Director’s approval in connection with Subsection 5.5(f) below (and if all Series A Directors disqualify as a Series B Director), or the approval result of the Requisite Holders:foregoing proviso, a majority of the disinterested directors on the Board shall approve the matter described in subsection 5.5(f) below): (a) make, or permit any subsidiary to make, any loan or advance to, or own any stock or other securities of, any subsidiary or other corporation, partnership, or other entity unless it is wholly owned by the Company; (b) make, or permit any subsidiary to make, any loan or advance to any Person, including, without limitation, any employee or director of the Company or any subsidiary, in excess of $100,000 (in the case of individuals) or $500,000 (in the case of Persons that are not individuals), except advances and similar expenditures in the ordinary course of business or under the terms of an employee stock or option plan approved by the BoardBoard of Directors; (c) guarantee, directly or indirectly, or permit any subsidiary to guarantee, directly or indirectly, any indebtedness of any third party, except for trade accounts of the Company or any subsidiary arising in the ordinary course of business; (d) make any investment inconsistent with any investment policy approved by the BoardBoard of Directors; (e) incur any aggregate indebtedness in excess of $500,000 250,000 that is not already included in a budget approved by the BoardBoard of Directors, other than trade credit incurred in the ordinary course of business; (f) otherwise enter into or be a party to any transaction with any stockholderdirector, director officer, or officer employee of the Company or any “associate” (as defined in Rule 12b-2 promulgated under the Exchange Act) of any such Person, including without limitation any “management bonus” or similar plan providing payments to employees in connection with a Deemed Liquidation Event, as such term is defined in the Company’s Certificate of Incorporation, except for transactions contemplated by this Agreement and or the Purchase Agreement Agreement; (g) hire, terminate, or transactions (including agreements related to change the compensation of the Company’s executive officers, including approving any option grants or stock awards to executive officers; (h) made change the principal business of the Company, enter new lines of business, or exit the current line of business; (i) acquire, sell, assign, license, pledge, or encumber material technology or intellectual property, other than licenses granted in the ordinary course of business upon fair and reasonable terms that are approved by a majority of the disinterested members of the Boardbusiness; (gj) increase the shares of Common Stock reserved for issuance under the Company’s equity incentive plan adopt or adopt amend any other equity incentive budget or business plan; (h) hire or terminate the chief executive officer; (ik) enter into any corporate strategic relationship involving the payment, contribution, or assignment by the Company or to the Company of money or assets which exceeds greater than $5,000,000 in any single transaction or in the aggregate ten percent (10%) of the aggregate value of the Company’s net assets on a consolidated basis in any consecutive twelve-month period; (j) sell, lease, transfer, exclusively license or otherwise dispose of material assets and/or intellectual property of the Company or its subsidiaries, in one or a series of related transactions, the aggregate value of which exceeds $5,000,000 in any single transaction or in the aggregate ten percent (10%) of the aggregate value of the Company’s net assets on a consolidated basis in any consecutive twelve-month period; (k) acquire (by merger or stock or asset purchase or otherwise) any Person, business or asset in one or a series of related transactions, the aggregate value of which exceeds $5,000,0000 in any such one or series of related transactions or in the aggregate ten percent (10%) of the aggregate value of the Company’s net assets on a consolidated basis in any consecutive twelve-month period;250,000; or (l) make adopt or amend any material change in the business plan or business scope; (m) settle any material litigation, arbitration or legal disputes; (n) appoint or remove the Company’s auditor or change materially in accounting policies and standardsemployee equity incentive plans, including financial year or tax year of the Company; (o) effect any single capital expenditure, the value of which exceeds $5,000,000 in any single transaction or increase in the aggregate ten percent (10%) number of the aggregate value of the Company’s net assets in any fiscal year; or (p) enter into an agreement to do any of the foregoing. For purposes of this Section 5.4, the value of any net assets shall be the value as determined by the Company in good faith. Upon the request of any Investor, the Company shall provide such Investor with reasonable written documentation supporting the basis of such determination of value, and provide such Investor with reasonable access to the personnel, properties, books and records of the Company for the purpose of evaluating the foregoing determination. If such Investor raises any reasonable objections to the foregoing determination, the Company shall consider in good faith such objections and make such revisions to the final determination of value as may be mutually agreed between the Company and such Investor. Notwithstanding anything to the contrary in this Section 5.4, such approval of the Board or the Requisite Holders shall not be required with respect to actions contemplated by any agreements entered into between the Company and its stockholder(s) on or prior to the date hereofshares issuable pursuant thereto.

Matters Requiring Investor Director Approval. So long as either (x) the holders of Series A A-3 Preferred Stock are entitled to elect one or more a Series A Directors or (y) the holders of the Series B Preferred Stock are entitled to elect one or more Series B DirectorsA-3 Director, the Company hereby covenants and agrees with each of the Investors that it shall not, nor shall it permit any subsidiary of the Company to, without approval of the BoardBoard of Directors, which approval must include the affirmative vote of a majority of the Preferred Directors (which majority shall include a at least one Series B A-3 Director), or the approval of the Requisite Holders: (a) make, or permit any subsidiary to make, make any loan or advance to, or own any stock or other securities of, any subsidiary or other corporation, partnership, or other entity unless it is wholly owned by the Company; (b) make, or permit any subsidiary to make, make any loan or advance to any Person, including, without limitation, any employee or director of the Company or any subsidiary, in excess of $100,000 (in the case of individuals) or $500,000 (in the case of Persons that are not individuals), except advances and similar expenditures in the ordinary course of business or under the terms of an employee stock or option plan approved by the BoardBoard of Directors; (c) guarantee, directly or indirectly, or permit any subsidiary to guarantee, directly or indirectly, indirectly any indebtedness of any third party, except for trade accounts of the Company or any subsidiary arising in the ordinary course of business; (d) make any investment inconsistent with any investment policy approved by the BoardBoard of Directors; (e) incur any aggregate indebtedness in excess of $500,000 that is not already included in a budget approved by the BoardBoard of Directors, other than trade credit incurred in the ordinary course of business; (f) otherwise enter into or be a party to any transaction with any stockholderdirector, director officer, or officer employee of the Company or any “associate” (as defined in Rule 12b-2 promulgated under the Exchange Act) of any such Person, except for transactions contemplated by this Agreement and the Purchase Agreement Agreement; or transactions (including agreements related to the compensation of the Company’s executive officers) made in the ordinary course of business and pursuant to reasonable requirements of the Company’s business and upon fair and reasonable terms that are approved by a majority of the disinterested members Board of the BoardDirectors, including at least one Series A-3 Director; (g) hire, terminate, or change the compensation of the executive officers, including approving any option grants or stock awards to executive officers; (h) change the principal business of the Company, enter new lines of business, or exit the current line of business; (i) sell, assign, license, pledge, or encumber material technology or intellectual property, other than licenses granted in the ordinary course of business; (j) increase the shares of Common Stock reserved for issuance under the Company’s equity incentive plan 2010 Equity Incentive Plan or adopt any other equity incentive plan;; or (h) hire or terminate the chief executive officer; (ik) enter into any corporate strategic relationship involving the payment, contribution, or assignment by the Company or to the Company of money or assets which exceeds greater than $5,000,000 in any single transaction or in the aggregate ten percent (10%) of the aggregate value of the Company’s net assets on a consolidated basis in any consecutive twelve-month period; (j) sell, lease, transfer, exclusively license or otherwise dispose of material assets and/or intellectual property of the Company or its subsidiaries, in one or a series of related transactions, the aggregate value of which exceeds $5,000,000 in any single transaction or in the aggregate ten percent (10%) of the aggregate value of the Company’s net assets on a consolidated basis in any consecutive twelve-month period; (k) acquire (by merger or stock or asset purchase or otherwise) any Person, business or asset in one or a series of related transactions, the aggregate value of which exceeds $5,000,0000 in any such one or series of related transactions or in the aggregate ten percent (10%) of the aggregate value of the Company’s net assets on a consolidated basis in any consecutive twelve-month period; (l) make any material change in the business plan or business scope; (m) settle any material litigation, arbitration or legal disputes; (n) appoint or remove the Company’s auditor or change materially in accounting policies and standards, including financial year or tax year of the Company; (o) effect any single capital expenditure, the value of which exceeds $5,000,000 in any single transaction or in the aggregate ten percent (10%) of the aggregate value of the Company’s net assets in any fiscal year; or (p) enter into an agreement to do any of the foregoing. For purposes of this Section 5.4, the value of any net assets shall be the value as determined by the Company in good faith. Upon the request of any Investor, the Company shall provide such Investor with reasonable written documentation supporting the basis of such determination of value, and provide such Investor with reasonable access to the personnel, properties, books and records of the Company for the purpose of evaluating the foregoing determination. If such Investor raises any reasonable objections to the foregoing determination, the Company shall consider in good faith such objections and make such revisions to the final determination of value as may be mutually agreed between the Company and such Investor. Notwithstanding anything to the contrary in this Section 5.4, such approval of the Board or the Requisite Holders shall not be required with respect to actions contemplated by any agreements entered into between the Company and its stockholder(s) on or prior to the date hereof500,000.

Matters Requiring Investor Director Approval. So long as either (x) the holders of Series A Preferred Stock are entitled to elect one or more Series A Directors or (y) the holders of the Series B Preferred Stock are entitled to elect one or more Series B Directorsa Director, the Company hereby covenants and agrees with each of the Investors that it shall not, nor shall it permit any subsidiary of the Company to, without approval of the BoardBoard of Directors, which approval must include the affirmative vote of a majority of the Preferred Directors (which majority shall include a Series B Director), or the approval of the Requisite HoldersDirectors: (a) form any subsidiary or enter into a joint venture; (b) make, or permit any subsidiary to make, any loan or advance to, or own any stock or other securities of, any subsidiary or other corporation, partnership, or other entity unless it is wholly owned by the Company; (bc) make, or permit any subsidiary to make, any loan or advance to any Person, including, without limitation, any employee or director of the Company or any subsidiary, in excess of $100,000 (in the case of individuals) or $500,000 (in the case of Persons that are not individuals), except advances and similar expenditures in the ordinary course of business or under the terms of an employee stock or option plan approved by the BoardBoard of Directors; (cd) guaranteeguarantee or assume, directly or indirectly, or permit any subsidiary to guaranteeguarantee or assume, directly or indirectly, any indebtedness of any third party, except for trade accounts of the Company or any subsidiary arising in the ordinary course of business; (de) make any investment inconsistent with any investment policy approved by the BoardBoard of Directors; (ef) incur create or authorize the creation of any indebtedness, including without limitation any debt security, if the Company’s aggregate indebtedness in excess of would exceed $500,000 that is to the extent not already included in a budget Budget approved by the BoardBoard of Directors, other than trade credit incurred in the ordinary course of business; (fg) otherwise enter into or be a party to any transaction with any stockholderdirector, director officer, or officer employee of the Company or any “associate” (as defined in Rule 12b-2 promulgated under the Exchange Act) of any such Person, except for transactions contemplated by this Agreement and Agreement, the Purchase Agreement Agreement, and transactions resulting in payments to or transactions (including agreements related to by the Company in the form of compensation of the Company’s executive officers) made or benefits in the ordinary course of business upon fair and reasonable terms that are approved by a majority of the disinterested members of the Board; (g) increase the shares of Common Stock reserved for issuance under the Company’s equity incentive plan or adopt any other equity incentive planbusiness; (h) hire hire, fire, or terminate change the chief executive officercompensation of the Chief Executive Officer, President, Chief Scientific Officer, Chief Medical Officer, or Chief Financial Officer, including approving or modifying any option grants or stock awards; (i) change the principal business of the Company, enter new lines of business, or exit the current line of business (provided that a change in Company’s lead candidate(s) or back-up candidate(s) in connection with oncology-related diseases and indications shall not be deemed to be a change of entering a new line of business or exiting a current line of business requiring the approval described in this Section 5.5); (j) create or hold capital stock in any subsidiary that is not a wholly-owned subsidiary or dispose of any subsidiary stock or all or substantially all of any subsidiary assets; (k) acquire all of the equity securities of another entity, or all or substantially all of the assets of another entity; (l) enter into any corporate strategic relationship involving the payment, contribution, contribution or assignment of money or assets which exceeds $5,000,000 in any single transaction or in the aggregate ten percent (10%) of the aggregate value of the Company’s net assets on a consolidated basis in any consecutive twelve-month period; (j) sell, lease, transfer, exclusively license or otherwise dispose of material assets and/or intellectual property of by the Company or its subsidiaries, in one or a series to the Company of related transactions, the aggregate value of which exceeds assets greater than $5,000,000 in any single transaction or in the aggregate ten percent (10%) of the aggregate value of the Company’s net assets on a consolidated basis in any consecutive twelve-month period; (k) acquire (by merger or stock or asset purchase or otherwise) any Person, business or asset in one or a series of related transactions, the aggregate value of which exceeds $5,000,0000 in any such one or series of related transactions or in the aggregate ten percent (10%) of the aggregate value of the Company’s net assets on a consolidated basis in any consecutive twelve-month period; (l) make any material change in the business plan or business scope250,000; (m) settle any sell, assign, license, pledge, or encumber material litigationtechnology or intellectual property, arbitration or legal disputes;other than licenses granted in the ordinary course of business; and (n) appoint or remove the Company’s auditor or change materially in accounting policies and standards, including financial year or tax year of the Company; (o) effect any single capital expenditure, the value of which exceeds $5,000,000 in any single transaction or in the aggregate ten percent (10%) of the aggregate value of the Company’s net assets in any fiscal year; or (p) enter into an agreement to do any of the foregoing. For purposes of this Section 5.4, the value of any net assets shall be the value as determined by the Company in good faith. Upon the request of any Investor, the Company shall provide such Investor with reasonable written documentation supporting the basis of such determination of value, and provide such Investor with reasonable access to the personnel, properties, books and records of the Company for the purpose of evaluating the foregoing determination. If such Investor raises any reasonable objections to the foregoing determination, the Company shall consider in good faith such objections and make such revisions to the final determination of value as may be mutually agreed between the Company and such Investor. Notwithstanding anything to the contrary in this Section 5.4, such approval of the Board or the Requisite Holders shall not be required with respect to actions contemplated by any agreements entered into between the Company and its stockholder(s) on or prior to the date hereof.

Matters Requiring Investor Director Approval. So long as either at least twenty percent (x20%) of the holders shares of Series A total aggregate Preferred Stock are entitled to elect one or more Series A Directors or (y) purchased by the holders Investors as of the Series B Preferred Stock are entitled to elect one or more Series B Directorsdate hereof remain outstanding, the Company hereby covenants and agrees with each of the Investors that it shall not, nor shall it permit any subsidiary of the Company to, without approval of the BoardBoard of Directors, which approval must include the affirmative vote of either Preferred Director, if a majority of the Preferred Directors (which majority shall include a Series B Director), or the approval of the Requisite HoldersDirector is then serving: (a) make, or permit any subsidiary to make, any loan or advance to, or own any stock or other securities of, any subsidiary or other corporation, partnership, or other entity unless it is wholly owned by the Company; (b) make, or permit any subsidiary to make, any loan or advance to any Person, including, without limitation, any employee or director of the Company or any subsidiary, in excess of $100,000 (in the case of individuals) or $500,000 (in the case of Persons that are not individuals), except advances and similar expenditures in the ordinary course of business or under the terms of an employee stock or option plan approved by the BoardBoard of Directors; (c) guarantee, directly or indirectly, or permit any subsidiary to guarantee, directly or indirectly, any indebtedness of any third party, except for trade accounts of the Company or any subsidiary arising in the ordinary course of business; (d) make an investment other than investments in prime commercial paper, money market funds, certificates of deposit in any investment inconsistent with any investment policy approved United States bank having a net worth in excess of one hundred million dollars ($100,000,000) or obligations issued or guaranteed by the BoardUnited States of America, in each case having a maturity not in excess of two (2) years; (e) incur any aggregate indebtedness in excess of $500,000 3,000,000 that is not already included in a budget approved by the BoardBoard of Directors, other than trade credit incurred in the ordinary course of business; (f) otherwise enter into or be a party to any transaction with any stockholderdirector, director officer, or officer employee of the Company or any “associate” (as defined in Rule 12b-2 promulgated under the Exchange Act) of any such Person, except for (i) transactions contemplated by this Agreement Agreement, the Purchase Agreement, and the other Transaction Agreements (as defined in the Purchase Agreement or transactions Agreement), (including agreements related ii) compensation paid to the compensation of the Company’s executive officers) made employees in the ordinary course of business upon fair and reasonable terms that are approved or (iii) transactions resulting in payments to or by a majority of the disinterested members of the BoardCompany in an aggregate amount less than $125,000 per year; (g) increase hire, terminate, or change the shares compensation of Common Stock reserved for issuance under the Company’s equity incentive plan executive officers, including approving any option grants or adopt any other equity incentive planstock awards to executive officers; (h) hire or terminate change the chief executive officer;fundamental nature of the business, provided that, the Company’s entry into new verticals shall not be deemed to be a fundamental change and therefore shall not require the affirmative approval of a Preferred Director; or (i) enter into any corporate strategic relationship involving the payment, contribution, or assignment of money or assets which exceeds $5,000,000 in any single transaction or in the aggregate ten percent (10%) of the aggregate value of the Company’s net assets on a consolidated basis in any consecutive twelve-month period; (j) sell, leaseassign, transfer, exclusively license license, pledge, or otherwise dispose of encumber material assets and/or technology or material intellectual property of the Company or its subsidiariesproperty, in one or a series of related transactions, the aggregate value of which exceeds $5,000,000 in any single transaction or other than licenses granted in the aggregate ten percent (10%) ordinary course of the aggregate value of the Company’s net assets on a consolidated basis in any consecutive twelve-month period; (k) acquire (by merger or stock or asset purchase or otherwise) any Person, business or asset in one or a series of related transactions, the aggregate value of which exceeds $5,000,0000 in any such one or series of related transactions or in the aggregate ten percent (10%) of the aggregate value of the Company’s net assets on a consolidated basis in any consecutive twelve-month period; (l) make any material change in the business plan or business scope; (m) settle any material litigation, arbitration or legal disputes; (n) appoint or remove the Company’s auditor or change materially in accounting policies and standards, including financial year or tax year of the Company; (o) effect any single capital expenditure, the value of which exceeds $5,000,000 in any single transaction or in the aggregate ten percent (10%) of the aggregate value of the Company’s net assets in any fiscal year; or (p) enter into an agreement to do any of the foregoing. For purposes of this Section 5.4, the value of any net assets shall be the value as determined by the Company in good faith. Upon the request of any Investor, the Company shall provide such Investor with reasonable written documentation supporting the basis of such determination of value, and provide such Investor with reasonable access to the personnel, properties, books and records of the Company for the purpose of evaluating the foregoing determination. If such Investor raises any reasonable objections to the foregoing determination, the Company shall consider in good faith such objections and make such revisions to the final determination of value as may be mutually agreed between the Company and such Investor. Notwithstanding anything to the contrary in this Section 5.4, such approval of the Board or the Requisite Holders shall not be required with respect to actions contemplated by any agreements entered into between the Company and its stockholder(s) on or prior to the date hereofbusiness.

Matters Requiring Investor Director Approval. So long as either (x) the holders any shares of Series A Preferred Stock are entitled to elect one or more Series A Directors or (y) the holders of the Series B Preferred Stock are entitled to elect one or more Series B Directorsremain outstanding, the Company hereby covenants and agrees with each of the Investors that it shall not, nor shall it permit any subsidiary of without first obtaining the Company to, without approval of the BoardBoard of Directors, which approval must include the affirmative vote of a majority of the Preferred Directors (which majority shall include a Series B Director), or then serving on the approval Board of the Requisite HoldersDirectors: (a) make, or permit any subsidiary to make, any loan or advance to, or own any stock or other securities of, any subsidiary or other corporation, partnership, or other entity unless it is wholly owned by the Company; (b) create any subsidiary; (c) make, or permit any subsidiary to make, any loan or advance to any Person, including, without limitation, any employee or director of the Company or any subsidiary, in excess of $100,000 (in the case of individuals) or $500,000 (in the case of Persons that are not individuals), except advances and similar expenditures in the ordinary course of business or under the terms of an employee stock or option plan approved by the BoardBoard of Directors; (cd) guarantee, directly or indirectly, or permit any subsidiary to guarantee, directly or indirectly, any indebtedness of any third party, except for trade accounts of the Company or any subsidiary arising in the ordinary course of business; (de) make any investment inconsistent with any investment policy approved by the BoardBoard of Directors; (ef) incur any aggregate indebtedness in excess of $500,000 200,000 in the aggregate that is not already included in a budget approved covered by the BoardBudget, other than trade credit incurred in the ordinary course of business; (fg) otherwise enter into or be a party to any transaction with any stockholderdirector, director officer or officer employee of the Company or any “associate” (as defined in Rule 12b-2 promulgated under the Exchange Act) of any such Person, except for transactions contemplated by this Agreement and the Purchase Agreement or transactions (including agreements related to the compensation of the Company’s executive officers) made in the ordinary course of business upon fair and reasonable terms that are approved by a majority of the disinterested members of the Board; (g) increase the shares of Common Stock reserved for issuance under the Company’s equity incentive plan or adopt any other equity incentive plan; (h) hire hire, terminate, or terminate change the chief compensation of the executive officer;officers, including approving any option grants or stock awards to executive officers; or (i) enter into any corporate strategic relationship involving change the payment, contribution, or assignment of money or assets which exceeds $5,000,000 in any single transaction or in the aggregate ten percent (10%) of the aggregate value principal business of the Company’s net assets on , or enter into a consolidated basis in any consecutive twelve-month period; (j) sellnew line of business, lease, transfer, exclusively license or otherwise dispose exit the existing line of material assets and/or intellectual property of the Company or its subsidiaries, in one or a series of related transactions, the aggregate value of which exceeds $5,000,000 in any single transaction or in the aggregate ten percent (10%) of the aggregate value business of the Company’s net assets on a consolidated basis in any consecutive twelve-month period; (k) acquire (by merger or stock or asset purchase or otherwise) any Person, business or asset in one or a series of related transactions, the aggregate value of which exceeds $5,000,0000 in any such one or series of related transactions or in the aggregate ten percent (10%) of the aggregate value of the Company’s net assets on a consolidated basis in any consecutive twelve-month period; (l) make any material change in the business plan or business scope; (m) settle any material litigation, arbitration or legal disputes; (n) appoint or remove the Company’s auditor or change materially in accounting policies and standards, including financial year or tax year of the Company; (o) effect any single capital expenditure, the value of which exceeds $5,000,000 in any single transaction or in the aggregate ten percent (10%) of the aggregate value of the Company’s net assets in any fiscal year; or (p) enter into an agreement to do any of the foregoing. For purposes of this Section 5.4, the value of any net assets shall be the value as determined by the Company in good faith. Upon the request of any Investor, the Company shall provide such Investor with reasonable written documentation supporting the basis of such determination of value, and provide such Investor with reasonable access to the personnel, properties, books and records of the Company for the purpose of evaluating the foregoing determination. If such Investor raises any reasonable objections to the foregoing determination, the Company shall consider in good faith such objections and make such revisions to the final determination of value as may be mutually agreed between the Company and such Investor. Notwithstanding anything to the contrary in this Section 5.4, such approval of the Board or the Requisite Holders shall not be required with respect to actions contemplated by any agreements entered into between the Company and its stockholder(s) on or prior to the date hereof.

Matters Requiring Investor Director Approval. So long as either (x) the holders of Series A Preferred Stock are entitled to elect one or more a Series A Directors or (y) the holders of the Series B Preferred Stock are entitled to elect one or more Series B DirectorsDirector, the Company hereby covenants and agrees with each of the Investors that it shall not, nor shall it permit any subsidiary of the Company to, without approval of the BoardBoard of Directors, which approval must include the affirmative vote of a majority of the Preferred Directors (which majority shall include a Series B Director), or the approval of the Requisite HoldersA Directors: (a) make, or permit any subsidiary to make, any loan or advance toto any Person, or own any stock or other securities ofincluding, without limitation, any subsidiary or other corporation, partnership, partnership or other entity unless it is wholly owned by the Company; (b) make, or permit any subsidiary to make, any loan or advance to any Person, including, without limitation, any employee or director of the Company or any subsidiary, in excess of $100,000 (in the case of individuals) or $500,000 (in the case of Persons that are not individuals), except advances and similar expenditures in the ordinary course of business or under the terms of an employee stock or option plan approved by the BoardBoard of Directors; (c) guarantee, directly or indirectly, or permit any subsidiary to guarantee, directly or indirectly, any indebtedness of any third party, except for trade accounts of the Company or any subsidiary arising in the ordinary course of business; (d) make any investment inconsistent with any investment policy approved by the BoardBoard of Directors; (e) incur any aggregate indebtedness in excess of $500,000 2,000,000 that is not already included in a budget approved by the BoardBoard of Directors, other than trade credit incurred in the ordinary course of business; (f) otherwise enter into or be a party to any transaction with any stockholderdirector, director officer, or officer employee of the Company or any “associate” (as defined in Rule 12b-2 promulgated under the Exchange Act) of any such Person, except for transactions contemplated resulting in payments to or by this Agreement and the Purchase Agreement Company in an aggregate amount less than $60,000 per year; (g) hire, terminate, or transactions (including agreements related to change the compensation of the Company’s executive officers, including approving any option grants or stock awards to executive officers; (h) made change the principal business of the Company, enter new lines of business, or exit the current line of business; (i) sell, assign, license, pledge, or encumber material technology or intellectual property, other than licenses granted in the ordinary course of business upon fair and reasonable terms that are approved by a majority of the disinterested members of the Board;business; or (g) increase the shares of Common Stock reserved for issuance under the Company’s equity incentive plan or adopt any other equity incentive plan; (h) hire or terminate the chief executive officer; (ij) enter into any corporate strategic relationship involving the payment, contribution, or assignment by the Company or to the Company of money or assets which exceeds greater than $5,000,000 in any single transaction or in the aggregate ten percent (10%) of the aggregate value of the Company’s net assets on a consolidated basis in any consecutive twelve-month period; (j) sell, lease, transfer, exclusively license or otherwise dispose of material assets and/or intellectual property of the Company or its subsidiaries, in one or a series of related transactions, the aggregate value of which exceeds $5,000,000 in any single transaction or in the aggregate ten percent (10%) of the aggregate value of the Company’s net assets on a consolidated basis in any consecutive twelve-month period; (k) acquire (by merger or stock or asset purchase or otherwise) any Person, business or asset in one or a series of related transactions, the aggregate value of which exceeds $5,000,0000 in any such one or series of related transactions or in the aggregate ten percent (10%) of the aggregate value of the Company’s net assets on a consolidated basis in any consecutive twelve-month period; (l) make any material change in the business plan or business scope; (m) settle any material litigation, arbitration or legal disputes; (n) appoint or remove the Company’s auditor or change materially in accounting policies and standards, including financial year or tax year of the Company; (o) effect any single capital expenditure, the value of which exceeds $5,000,000 in any single transaction or in the aggregate ten percent (10%) of the aggregate value of the Company’s net assets in any fiscal year; or (p) enter into an agreement to do any of the foregoing. For purposes of this Section 5.4, the value of any net assets shall be the value as determined by the Company in good faith. Upon the request of any Investor, the Company shall provide such Investor with reasonable written documentation supporting the basis of such determination of value, and provide such Investor with reasonable access to the personnel, properties, books and records of the Company for the purpose of evaluating the foregoing determination. If such Investor raises any reasonable objections to the foregoing determination, the Company shall consider in good faith such objections and make such revisions to the final determination of value as may be mutually agreed between the Company and such Investor. Notwithstanding anything to the contrary in this Section 5.4, such approval of the Board or the Requisite Holders shall not be required with respect to actions contemplated by any agreements entered into between the Company and its stockholder(s) on or prior to the date hereof2,000,000.

Matters Requiring Investor Director Approval. So long as either (x) the holders of Series A Preferred Stock are entitled to elect at least one or more Series A Directors or (y) the holders of the Series B Preferred Stock are entitled to elect one or more Series B DirectorsDirector, the Company hereby covenants and agrees with each of the Investors that it shall not, nor shall it permit any subsidiary of the Company to, without approval of the BoardBoard of Directors, which approval must include the affirmative vote of a majority all of the Preferred Directors (which majority shall include a Series B Director), or the approval of the Requisite Holdersthen in office: (a) make, or permit approve an operating budget for any subsidiary to make, any loan or advance to, or own any stock or other securities of, any subsidiary or other corporation, partnership, or other entity unless it is wholly owned by the Companyfiscal year; (b) make, or permit any subsidiary to make, any loan or advance to any Person, including, without limitation, hire any employee for the Company or director its subsidiaries with a compensation package greater than $100,000 per annum, unless provided for in the budget; (c) pledge or grant a security interest in any assets of the Company or any subsidiary, in excess of $100,000 (in the case of individuals) or $500,000 (in the case of Persons that are not individuals), except advances and similar expenditures in the ordinary course of business or under the terms of an employee stock or option plan approved by the Boardits subsidiaries; (cd) guarantee, directly make guarantees of third-party loans to employees or indirectly, or permit any subsidiary to guarantee, directly or indirectly, any indebtedness of any third partyobligations of subsidiaries, except for trade accounts of the Company or any subsidiary arising in the ordinary course of business; (d) make any investment inconsistent with any investment policy approved by the Board; (e) incur issue any aggregate indebtedness in excess of $500,000 that is not already included in a budget approved by the Board, options to purchase Common Stock or other than trade credit incurred in the ordinary course of businesssecurities convertible or exercisable into Common Stock; (f) enter into or be a party any agreements, including but not limited to any transaction with any stockholderleases, director or officer of that obligate the Company or any “associate” (as defined its subsidiaries to make aggregate annual payments in Rule 12b-2 promulgated under the Exchange Act) excess of any such Person$100,000, except unless provided for transactions contemplated by this Agreement and the Purchase Agreement or transactions (including agreements related to the compensation of the Company’s executive officers) made in the ordinary course of business upon fair and reasonable terms that are approved by a majority of the disinterested members of the Boardbudget; (g) any establishment of, amendment to, or increase of the shares number of Common Stock reserved units available for issuance under the Company’s under, any employee incentive plan, similar equity incentive compensation plan or adopt any other arrangement for the grant of equity incentive plancompensation awards; (h) hire change the principal business of the Company, enter new lines of business, or terminate exit the chief executive officercurrent line of business; (i) enter into incur any corporate strategic relationship involving the paymentindebtedness in excess of $250,000, contribution, or assignment of money or assets which exceeds $5,000,000 in any single transaction individually or in the aggregate ten percent (10%) aggregate, or acquire any asset or assets with a value in excess of the aggregate value of the Company’s net assets on $100,000 in a consolidated basis in any consecutive twelve-month period; (j) sell, lease, transfer, exclusively license or otherwise dispose of material assets and/or intellectual property of the Company or its subsidiaries, in one single transaction or a series of related transactions, the aggregate value of which exceeds $5,000,000 in any single transaction or unless provided for in the aggregate ten percent budget approved by the Board of Directors; (10%j) create any subsidiary of the aggregate value this Company or transfer any of the Company’s net assets on a consolidated basis in to any consecutive twelve-month period;subsidiary of this Company; or (k) acquire (by merger sell, assign, license, pledge, or stock encumber material technology or asset purchase or otherwise) any Personintellectual property, business or asset in one or a series of related transactions, the aggregate value of which exceeds $5,000,0000 in any such one or series of related transactions or other than licenses granted in the aggregate ten percent (10%) ordinary course of the aggregate value of the Company’s net assets on a consolidated basis in any consecutive twelve-month period; (l) make any material change in the business plan or business scope; (m) settle any material litigation, arbitration or legal disputes; (n) appoint or remove the Company’s auditor or change materially in accounting policies and standards, including financial year or tax year of the Company; (o) effect any single capital expenditure, the value of which exceeds $5,000,000 in any single transaction or in the aggregate ten percent (10%) of the aggregate value of the Company’s net assets in any fiscal year; or (p) enter into an agreement to do any of the foregoing. For purposes of this Section 5.4, the value of any net assets shall be the value as determined by the Company in good faith. Upon the request of any Investor, the Company shall provide such Investor with reasonable written documentation supporting the basis of such determination of value, and provide such Investor with reasonable access to the personnel, properties, books and records of the Company for the purpose of evaluating the foregoing determination. If such Investor raises any reasonable objections to the foregoing determination, the Company shall consider in good faith such objections and make such revisions to the final determination of value as may be mutually agreed between the Company and such Investor. Notwithstanding anything to the contrary in this Section 5.4, such approval of the Board or the Requisite Holders shall not be required with respect to actions contemplated by any agreements entered into between the Company and its stockholder(s) on or prior to the date hereofbusiness.

Matters Requiring Investor Director Approval. So long as either (x) the holders of Series A Preferred Stock are entitled to elect one or more Series A Directors or (y) the holders of the Series B Preferred Stock are entitled to elect one or more Series B Directorsa Preferred Director, the Company hereby covenants and agrees with each of the Investors that it shall not, nor shall it permit any subsidiary of the Company to, without approval of the BoardBoard of Directors, which approval must include the affirmative vote of a majority all of the Preferred Directors (which majority shall include a Series B Director), or the approval of the Requisite HoldersDirectors: (a) Effect or consummate a public offering of any Capital Stock of the company or any of its subsidiaries, or engage any investment banking firm or underwriter in connection therewith; (b) make, or permit any subsidiary to make, any loan or advance to, or own any stock or other securities of, any subsidiary or other corporation, partnership, or other entity unless it is wholly owned by the Company; (bc) make, or permit any subsidiary to make, any loan or advance to any Person, including, without limitation, any employee or director of the Company or any subsidiary, in excess of $100,000 (in the case of individuals) or $500,000 (in the case of Persons that are not individuals), except advances and similar expenditures in the ordinary course of business or under the terms of an employee stock or option plan approved by the BoardBoard of Directors; (cd) guarantee, directly or indirectly, or permit any subsidiary to guarantee, directly or indirectly, any indebtedness of any third party, except for trade accounts of the Company or any subsidiary arising in the ordinary course of business; (de) make any investment inconsistent with any investment policy approved by the BoardBoard of Directors; (ef) incur any aggregate indebtedness in excess of $500,000 250,000 that is not already included in a budget approved by the BoardBoard of Directors, other than trade credit incurred in the ordinary course of business; (fg) make any capital expenditures (including expenditures under capitalized leases) that in the aggregate are more than 10% in excess of the annual budget approved by the Board;; (h) otherwise enter into or be a party to any transaction with any stockholderdirector, director officer, or officer employee of the Company or any “associate” (as defined in Rule 12b-2 promulgated under the Exchange Act) of any such Person, except for transactions contemplated by this Agreement and the Purchase Agreement or transactions (including agreements related to the compensation of the Company’s executive officers) made in the ordinary course of business, pursuant to reasonable requirements of the Company’s business and upon fair and reasonable terms that are approved by a majority the Board of the disinterested members of the Board; (g) increase the shares of Common Stock reserved for issuance under the Company’s equity incentive plan or adopt any other equity incentive plan; (h) hire or terminate the chief executive officerDirectors; (i) hire, terminate, or change the compensation of the executive officers, including approving any option grants or stock awards to executive officers; (j) change the principal business of the Company, enter unrelated lines of business, or exit the current line of business; (k) sell, assign, license, pledge, or encumber material technology or intellectual property, other than the sale of products, services or licenses granted in the ordinary course of business; (l) enter into any corporate strategic relationship involving the payment, contribution, or assignment by the Company or to the Company of money or assets which exceeds greater than $5,000,000 in any single transaction or in 200,000, other than agreements for the aggregate ten percent (10%) of the aggregate value provision of the Company’s net assets on a consolidated basis in any consecutive twelve-month period; (j) sell, lease, transfer, exclusively license or otherwise dispose of material assets and/or intellectual property of the Company or its subsidiaries, in one or a series of related transactions, the aggregate value of which exceeds $5,000,000 in any single transaction or services entered into in the aggregate ten percent (10%) ordinary course of the aggregate value of the Company’s net assets on a consolidated basis in any consecutive twelve-month period; (k) acquire (by merger or stock or asset purchase or otherwise) any Person, business or asset in one or a series of related transactions, the aggregate value of which exceeds $5,000,0000 in any such one or series of related transactions or in the aggregate ten percent (10%) of the aggregate value of the Company’s net assets on a consolidated basis in any consecutive twelve-month period; (l) make any material change in the business plan or business scopebusiness; (m) settle any material litigation, arbitration increase or legal disputesdecrease the size of the Board of Directors; (n) appoint increase or remove decrease the Company’s auditor or change materially in accounting policies and standards, including financial year or tax year amount of the CompanyDirectors and Officers liability insurance; (o) effect any single capital expenditureamend, modify, terminate, waive, or otherwise alter, in whole or in part, the value of which exceeds $5,000,000 in any single transaction or in the aggregate ten percent (10%) election procedure of the aggregate value Board of the Company’s net assets in Directors; (p) adopt any fiscal yearplan, or any amendment of any plan, for issuance of any capital stock to employees, directors and consultants; or (pq) enter into an agreement to do approve the Budget or adopt any of the foregoing. For purposes of this Section 5.4, the value of any net assets shall be the value as determined by the Company in good faith. Upon the request of any Investor, the Company shall provide such Investor with reasonable written documentation supporting the basis of such determination of value, and provide such Investor with reasonable access to the personnel, properties, books and records of the Company for the purpose of evaluating the foregoing determination. If such Investor raises any reasonable objections to the foregoing determination, the Company shall consider in good faith such objections and make such revisions to the final determination of value as may be mutually agreed between the Company and such Investor. Notwithstanding anything to the contrary in this Section 5.4, such approval of the Board material changes or the Requisite Holders shall not be required with respect to actions contemplated by any agreements entered into between the Company and its stockholder(s) on or prior to the date hereofincreases cumulatively greater than 15%.

Matters Requiring Investor Director Approval. So long as either (x) the holders of Series A Preferred Stock are entitled to elect one or more Series A Directors or (y) the holders of the Series B Preferred Stock are entitled to elect one or more Series B Directorsdirectors, the Company hereby covenants and agrees with each of the Investors that it shall not, nor shall it permit any subsidiary of the Company to, without approval of the Board, which approval must include the affirmative vote of a majority of the Requisite Preferred Directors (which majority shall include a Series B Director), or the approval of the Requisite HoldersDirectors: (a) make, or permit any subsidiary to make, any loan or advance to, or own any stock or other securities of, any subsidiary or other corporation, partnership, or other entity unless it is wholly owned by the Company; (b) make, or permit any subsidiary to make, any loan or advance to any Person, including, without limitation, any employee or director of the Company or any subsidiary, in excess of $100,000 (in the case of individuals) or $500,000 (in the case of Persons that are not individuals), except advances and similar expenditures in the ordinary course of business or under the terms of an employee stock or option plan approved by the BoardBoard of Directors; (c) guarantee, directly or indirectly, or permit any subsidiary to guarantee, directly or indirectly, any indebtedness of any third party, except for trade accounts of the Company or any subsidiary arising in the ordinary course of business; (d) make any implement or change a cash investment inconsistent with any investment policy approved by the Boardpolicy; (e) incur any aggregate indebtedness in excess of $500,000 150,000 that is not already included in a budget approved by the BoardBoard of Directors, other than trade credit incurred credit; (f) hire, terminate, or change the compensation of the executive officers, including approving any option plans; (g) change the number of shares subject to any equity incentive plan or approves the adoption of any equity incentive plan; or (h) sell, transfer, license, pledge, or encumber technology or intellectual property, other than licenses granted in the ordinary course of business; (f) enter into or be a party to any transaction with any stockholder, director or officer of the Company or any “associate” (as defined in Rule 12b-2 promulgated under the Exchange Act) of any such Person, except for transactions contemplated by this Agreement and the Purchase Agreement or transactions (including agreements related to the compensation of the Company’s executive officers) made in the ordinary course of business upon fair and reasonable terms that are approved by a majority of the disinterested members of the Board; (g) increase the shares of Common Stock reserved for issuance under the Company’s equity incentive plan or adopt any other equity incentive plan; (h) hire or terminate the chief executive officer; (i) enter into any corporate strategic relationship involving the payment, contribution, or assignment of money or assets which exceeds $5,000,000 in any single transaction or in the aggregate ten percent (10%) of the aggregate value of the Company’s net assets on a consolidated basis in any consecutive twelve-month period; (j) sell, lease, transfer, exclusively license or otherwise dispose of material assets and/or intellectual property of the Company or its subsidiaries, in one or a series of related transactions, the aggregate value of which exceeds $5,000,000 in any single transaction or in the aggregate ten percent (10%) of the aggregate value of the Company’s net assets on a consolidated basis in any consecutive twelve-month period; (k) acquire (by merger or stock or asset purchase or otherwise) any Person, business or asset in one or a series of related transactions, the aggregate value of which exceeds $5,000,0000 in any such one or series of related transactions or in the aggregate ten percent (10%) of the aggregate value of the Company’s net assets on a consolidated basis in any consecutive twelve-month period; (l) make any material change in the business plan or business scope; (m) settle any material litigation, arbitration or legal disputes; (n) appoint or remove the Company’s auditor or change materially in accounting policies and standards, including financial year or tax year of the Company; (o) effect any single capital expenditure, the value of which exceeds $5,000,000 in any single transaction or in the aggregate ten percent (10%) of the aggregate value of the Company’s net assets in any fiscal year; or (p) enter into an agreement to do any of the foregoing. For purposes of this Section 5.4, the value of any net assets shall be the value as determined by the Company in good faith. Upon the request of any Investor, the Company shall provide such Investor with reasonable written documentation supporting the basis of such determination of value, and provide such Investor with reasonable access to the personnel, properties, books and records of the Company for the purpose of evaluating the foregoing determination. If such Investor raises any reasonable objections to the foregoing determination, the Company shall consider in good faith such objections and make such revisions to the final determination of value as may be mutually agreed between the Company and such Investor. Notwithstanding anything to the contrary in this Section 5.4, such approval of the Board or the Requisite Holders shall not be required with respect to actions contemplated by any agreements entered into between the Company and its stockholder(s) on or prior to the date hereof.

Matters Requiring Investor Director Approval. So long as either (x) the holders of Series A Preferred Stock are entitled to elect one or more Series A Directors or (y) the holders of the Series B Preferred Stock are entitled to elect one or more Series B Directors, the Company hereby covenants and agrees with each of the Investors that it shall not, nor shall it permit any subsidiary of the Company to, without approval of the BoardBoard of Directors, which approval must include the affirmative vote of a majority at least one of the Preferred Directors (except with respect to clause (e) below, which majority shall include a Series B Director), or require the approval affirmative vote of the Requisite Holders:both Preferred Directors): (a) make, or permit any subsidiary to make, any loan or advance to, or own any stock or other securities of, any subsidiary or other corporation, partnership, or other entity unless it is wholly owned by the Company; (b) make, or permit any subsidiary to make, any loan or advance to any Person, including, without limitation, any employee or director of the Company or any subsidiary, in excess of $100,000 (in the case of individuals) or $500,000 (in the case of Persons that are not individuals), except advances and similar expenditures in the ordinary course of business or under the terms of an employee stock or option plan approved by the BoardBoard of Directors; (c) guarantee, directly or indirectly, or permit any subsidiary to guarantee, directly or indirectly, any indebtedness of any third party, except for trade accounts of the Company or any subsidiary arising in the ordinary course of business; (d) make any investment inconsistent with other than investments in prime commercial paper, money market funds, certificates of deposit in any investment policy approved United States bank having a net worth in excess of $100,000,000 or obligations issued or guaranteed by the BoardUnited States of America, in each case having a maturity not in excess of two years; (e) incur any aggregate indebtedness in excess of $500,000 that is not already included in a budget approved by the Board, other than trade credit incurred in the ordinary course of business; (f) otherwise enter into or be a party to any transaction with any stockholderdirector, director officer, employee or officer stockholders of the Company or any “associate” (as defined in Rule 12b-2 promulgated under the Exchange Act) of any such Person; (f) hire, except for transactions contemplated by this Agreement and the Purchase Agreement terminate, or transactions (including agreements related to change the compensation of the Company’s executive officers, including approving an option grants; or (g) made sell, assign, license, pledge, or encumber material technology or intellectual property, other than licenses granted in the ordinary course of business upon fair and reasonable terms that are approved by a majority of the disinterested members of the Board; (g) increase the shares of Common Stock reserved for issuance under the Company’s equity incentive plan or adopt any other equity incentive plan;business; or (h) hire or terminate the chief executive officer; (i) enter into any corporate strategic relationship involving the payment, contribution, contribution or assignment of money or assets which exceeds $5,000,000 in any single transaction or in the aggregate ten percent (10%) of the aggregate value of the Company’s net assets on a consolidated basis in any consecutive twelve-month period; (j) sell, lease, transfer, exclusively license or otherwise dispose of material assets and/or intellectual property of by the Company or its subsidiaries, in one or a series of related transactions, the aggregate value of which exceeds $5,000,000 in any single transaction or in the aggregate ten percent (10%) of the aggregate value of the Company’s net assets on a consolidated basis in any consecutive twelve-month period; (k) acquire (by merger or stock or asset purchase or otherwise) any Person, business or asset in one or a series of related transactions, the aggregate value of which exceeds $5,000,0000 in any such one or series of related transactions or in the aggregate ten percent (10%) of the aggregate value of the Company’s net assets on a consolidated basis in any consecutive twelve-month period; (l) make any material change in the business plan or business scope; (m) settle any material litigation, arbitration or legal disputes; (n) appoint or remove the Company’s auditor or change materially in accounting policies and standards, including financial year or tax year of the Company; (o) effect any single capital expenditure, the value of which exceeds $5,000,000 in any single transaction or in the aggregate ten percent (10%) of the aggregate value of the Company’s net assets in any fiscal year; or (p) enter into an agreement to do any of the foregoing. For purposes of this Section 5.4, the value of any net assets shall be the value as determined by the Company in good faith. Upon the request of any Investor, the Company shall provide such Investor with reasonable written documentation supporting the basis of such determination of value, and provide such Investor with reasonable access to the personnel, properties, books and records of the Company for the purpose of evaluating the foregoing determination. If such Investor raises any reasonable objections to the foregoing determination, the Company shall consider in good faith such objections and make such revisions to the final determination of value as may be mutually agreed between the Company and such Investor. Notwithstanding anything to the contrary in this Section 5.4, such approval of the Board or the Requisite Holders shall not be required with respect to actions contemplated by any agreements entered into between the Company and its stockholder(s) on or prior to the date hereofassets greater than $500,000.

Matters Requiring Investor Director Approval. So long as either (x) the holders of the Company’s Series A C Senior Preferred Stock are entitled to elect at least one or more Series A Directors or (y) the holders member of the Series B Preferred Stock are entitled to elect one or more Series B Board of Directors, the Company hereby covenants and agrees with each of the Investors that it shall not, nor shall it permit any subsidiary of the Company to, without approval of the BoardBoard of Directors, which approval must include the affirmative vote of at least a majority of the Preferred Non-Common Directors (which majority shall include a Series B Director), or then serving on the approval Board of the Requisite HoldersDirectors: (a) make, or permit any subsidiary to make, any loan or advance to, or own any stock or other securities of, any subsidiary or other corporation, partnership, or other entity unless it is wholly owned by the Company; (b) make, or permit any subsidiary to make, any loan or advance to any Person, including, without limitation, any employee or director of the Company or any subsidiary, in excess of $100,000 (in the case of individuals) or $500,000 (in the case of Persons that are not individuals), except advances and similar expenditures in the ordinary course of business or under the terms of an employee stock or option plan approved by the BoardBoard of Directors; (c) guarantee, directly or indirectly, or permit any subsidiary to guarantee, directly or indirectly, any indebtedness of any third party, except for trade accounts of the Company or any subsidiary arising in the ordinary course of business; (d) make any investment inconsistent with any investment policy approved by the Board; (e) incur any aggregate indebtedness in excess of $500,000 50,000 that is not already included in a budget approved by the BoardBoard of Directors, including a majority of the Non-Common Directors then serving on the Board of Directors, other than trade credit incurred in the ordinary course of business; (fe) otherwise enter into or be a party to any transaction with any stockholderdirector, director officer, or officer employee of the Company or any “associate” (as defined in Rule 12b-2 promulgated under the Exchange Act) of any such Person, except for transactions contemplated by this Agreement and including, without limitation, any “management bonus” or similar plan providing payments to employees in connection with a Deemed Liquidation Event, as such term is defined in the Purchase Agreement Certificate of Incorporation; (f) hire, terminate, or transactions (including agreements related to change the compensation of the executive officers of the Company’s , including approving any option grants or stock awards to such executive officers; (g) made change the principal business of the Company, enter new lines of business, or exit the current line of business; (h) sell, assign, license, pledge, or encumber material technology or intellectual property, other than licenses granted in the ordinary course of business upon fair and reasonable terms that are approved by a majority of the disinterested members of the Board; (g) increase the shares of Common Stock reserved for issuance under the Company’s equity incentive plan or adopt any other equity incentive plan; (h) hire or terminate the chief executive officer;business; or (i) enter into any corporate strategic relationship involving the payment, contribution, or assignment by the Company or to the Company of money or assets which exceeds greater than $5,000,000 in any single transaction or in the aggregate ten percent (10%) of the aggregate value of the Company’s net assets on a consolidated basis in any consecutive twelve-month period; (j) sell, lease, transfer, exclusively license or otherwise dispose of material assets and/or intellectual property of the Company or its subsidiaries, in one or a series of related transactions, the aggregate value of which exceeds $5,000,000 in any single transaction or in the aggregate ten percent (10%) of the aggregate value of the Company’s net assets on a consolidated basis in any consecutive twelve-month period; (k) acquire (by merger or stock or asset purchase or otherwise) any Person, business or asset in one or a series of related transactions, the aggregate value of which exceeds $5,000,0000 in any such one or series of related transactions or in the aggregate ten percent (10%) of the aggregate value of the Company’s net assets on a consolidated basis in any consecutive twelve-month period; (l) make any material change in the business plan or business scope; (m) settle any material litigation, arbitration or legal disputes; (n) appoint or remove the Company’s auditor or change materially in accounting policies and standards, including financial year or tax year of the Company; (o) effect any single capital expenditure, the value of which exceeds $5,000,000 in any single transaction or in the aggregate ten percent (10%) of the aggregate value of the Company’s net assets in any fiscal year; or (p) enter into an agreement to do any of the foregoing. For purposes of this Section 5.4, the value of any net assets shall be the value as determined by the Company in good faith. Upon the request of any Investor, the Company shall provide such Investor with reasonable written documentation supporting the basis of such determination of value, and provide such Investor with reasonable access to the personnel, properties, books and records of the Company for the purpose of evaluating the foregoing determination. If such Investor raises any reasonable objections to the foregoing determination, the Company shall consider in good faith such objections and make such revisions to the final determination of value as may be mutually agreed between the Company and such Investor. Notwithstanding anything to the contrary in this Section 5.4, such approval of the Board or the Requisite Holders shall not be required with respect to actions contemplated by any agreements entered into between the Company and its stockholder(s) on or prior to the date hereof100,000.

Matters Requiring Investor Director Approval. So long as either (x) the any holders of Series A Preferred Stock are entitled to elect one or more Series A Preferred Directors or (y) as defined in the holders of the Series B Preferred Stock are entitled to elect one or more Series B DirectorsRestated Certificate), the Company hereby covenants and agrees with each of the Investors that it the Company shall not, nor and shall it not permit any subsidiary of the Company its subsidiaries to, without approval the affirmative vote or consent of the Board, which approval must include the affirmative vote of a majority of including the Preferred Directors (which majority shall include a Series B Director), or the approval of the Requisite HoldersDirector Approval: (a) makeexcept with respect to wholly-owned subsidiaries of the Company, or permit any subsidiary to make, make any loan or advance to, or own any stock or other securities guarantee the indebtedness of, any subsidiary person or other corporation, partnershipentity, or make an equity investment in, or otherwise acquire all or any material portion of, any entity; (b) issue any securities of any subsidiary of the Company to any person other entity unless it is wholly owned by than the Company; (bc) makesell, transfer, license, pledge or permit any subsidiary to make, any loan encumber technology or advance to any Person, including, without limitation, any employee or director intellectual property of the Company or any subsidiaryof its subsidiaries, in excess of $100,000 (in the case of individuals) or $500,000 (in the case of Persons that are not individuals), except advances and similar expenditures other than non-exclusive licenses granted in the ordinary course of business or under the terms of an employee stock or option plan approved by the Board; (c) guarantee, directly or indirectly, or permit enter into any subsidiary agreements, arrangements or understandings that require the Company or any of its subsidiaries to guarantee, directly pay any material royalties or indirectly, other payments to any indebtedness of any third party, except for trade accounts person or entity with respect to the technology or intellectual property of the Company or any subsidiary arising in the ordinary course of businessits subsidiaries; (d) make any investment inconsistent with other than investments in prime commercial paper, money market funds, certificates of deposit in any investment policy approved United States bank, or obligations issued or guaranteed by the BoardUnited States of America, in each case having a maturity not in excess of one year (including, for the avoidance of doubt and without limitation, any investments in Auction Rate Securities); (e) incur any aggregate indebtedness in excess of $500,000 that is not already included in a budget approved by the Board, other than trade credit incurred in the ordinary course of business; (f) enter into or be a party to any transaction with any stockholderdirector, director officer or officer executive employee of the Company or any of its subsidiaries or any “associate” (as defined in Rule 12b-2 promulgated under the Exchange Act) of any such Personperson; or (f) hire, except for transactions contemplated by this Agreement and the Purchase Agreement fire, or transactions (including agreements related to materially change the compensation of the Company’s executive officers) made in the ordinary course of business upon fair and reasonable terms that are approved by a majority of the disinterested members of the Board; (g) increase the shares of Common Stock reserved for issuance under the Company’s equity incentive plan Chief Executive Officer or adopt any other equity incentive plan; (h) hire or terminate the chief executive officer; (i) enter into any corporate strategic relationship involving the payment, contribution, or assignment of money or assets which exceeds $5,000,000 in any single transaction or in the aggregate ten percent (10%) of the aggregate value of the Company’s net assets on a consolidated basis in any consecutive twelve-month period; (j) sell, lease, transfer, exclusively license or otherwise dispose of material assets and/or intellectual property employee of the Company or any of its subsidiaries, in one or a series of related transactions, subsidiaries directly reporting to the aggregate value of which exceeds $5,000,000 in any single transaction or in the aggregate ten percent (10%) of the aggregate value Chief Executive Officer of the Company’s net assets on a consolidated basis in , including approving any consecutive twelve-month period; (k) acquire (by merger or stock or asset purchase or otherwise) any Person, business or asset in one or a series of related transactions, the aggregate value of which exceeds $5,000,0000 in option grants to any such one or series of related transactions or in the aggregate ten percent (10%) of the aggregate value of the Company’s net assets on a consolidated basis in any consecutive twelve-month period; (l) make any material change in the business plan or business scope; (m) settle any material litigation, arbitration or legal disputes; (n) appoint or remove the Company’s auditor or change materially in accounting policies and standards, including financial year or tax year of the Company; (o) effect any single capital expenditure, the value of which exceeds $5,000,000 in any single transaction or in the aggregate ten percent (10%) of the aggregate value of the Company’s net assets in any fiscal year; or (p) enter into an agreement to do any of the foregoing. For purposes of this Section 5.4, the value of any net assets shall be the value as determined by the Company in good faith. Upon the request of any Investor, the Company shall provide such Investor with reasonable written documentation supporting the basis of such determination of value, and provide such Investor with reasonable access to the personnel, properties, books and records of the Company for the purpose of evaluating the foregoing determination. If such Investor raises any reasonable objections to the foregoing determination, the Company shall consider in good faith such objections and make such revisions to the final determination of value as may be mutually agreed between the Company and such Investor. Notwithstanding anything to the contrary in this Section 5.4, such approval of the Board or the Requisite Holders shall not be required with respect to actions contemplated by any agreements entered into between the Company and its stockholder(s) on or prior to the date hereofperson.

Matters Requiring Investor Director Approval. So long as either (x) the holders of Series A Preferred Stock are entitled to elect one or more Series A Directors or (y) the holders of the Series B Preferred Stock are entitled to elect one or more Series B Directors, the The Company hereby covenants and agrees with each of the Investors that it shall not, nor shall it permit any subsidiary of the Company to, without approval of the Board, which approval must include the affirmative vote of a majority of the Preferred Directors (which majority shall include a Series B Director)Requisite Directors, take any action that would, or would reasonably be expected to, have a material effect on the approval of the Requisite HoldersCompany, its business or its operations, including without limitation: (a) make, or permit any subsidiary to make, any loan or advance to, or own any stock or other securities of, any subsidiary or other corporation, partnership, or other entity unless it is wholly owned by the Company; (b) make, or permit any subsidiary to make, any loan or advance to any Person, including, without limitation, any employee or director of the Company or any subsidiary, in excess of $100,000 (in the case of individuals) or $500,000 (in the case of Persons that are not individuals), except advances and similar expenditures in the ordinary course of business or under the terms of an employee stock or option plan approved by the Board; (c) guarantee, directly or indirectly, or permit any subsidiary to guarantee, directly or indirectly, any indebtedness of any third party, except for trade accounts of the Company or any subsidiary arising in the ordinary course of business; (d) make any investment inconsistent with any investment policy approved by the Board; (e) incur any aggregate indebtedness in excess of $500,000 that is not already included in a budget approved by the Board, other than trade credit incurred in the ordinary course of business; (f) otherwise enter into or be a party to any transaction with any stockholderdirector, director officer, or officer employee of the Company or any “associate” (as defined in Rule 12b-2 promulgated under the Exchange Act) of any such Person, except for transactions contemplated by this Agreement Agreement, the Purchase Agreement, and the Transaction Agreements (as defined in the Purchase Agreement Agreement); transactions resulting in payments to or by the Company in an aggregate amount less than $60,000 per year; or transactions (including agreements related to the compensation of the Company’s executive officers) made in the ordinary course of business and pursuant to reasonable requirements of the Company’s business and upon fair and reasonable terms that are approved by a majority of the disinterested members Board, including the approval of the BoardRequisite Directors; (f) hire, terminate, or change the compensation of the executive officers, including approving any option grants or stock awards to executive officers; (g) increase change the shares principal business of Common Stock reserved for issuance under the Company’s equity incentive plan , enter new lines of business, or adopt any other equity incentive planexit the current line of business; (h) hire sell, assign, license, pledge, or terminate encumber material technology or intellectual property, other than licenses granted in the chief executive officerordinary course of business; (i) enter into any corporate strategic relationship involving the payment, contribution, or assignment by the Company or to the Company of money or assets which exceeds greater than $5,000,000 in any single transaction or in the aggregate ten percent (10%) of the aggregate value of the Company’s net assets on a consolidated basis in any consecutive twelve-month period250,000; (j) sell, lease, transfer, exclusively license or otherwise dispose of material assets and/or intellectual property of enter into any transaction pursuant to which the Company or any of its subsidiaries, subsidiaries would incur Term Debt (as defined below) in one or a series of related transactions, which the aggregate value principal amount outstanding of which exceeds all Term Debt would be in excess of $5,000,000 in any single transaction or in the aggregate ten percent (10%) of the aggregate value of the Company’s net assets on a consolidated basis in any consecutive twelve-month period;5,000,000; or (k) acquire (by merger take any action that, pursuant to the Restated Certificate, expressly requires approval of or stock or asset purchase or otherwise) any Person, business or asset in one or a series of related transactions, the aggregate value of which exceeds $5,000,0000 in any such one or series of related transactions or in the aggregate ten percent (10%) of the aggregate value of the Company’s net assets on a consolidated basis in any consecutive twelve-month period; (l) make any material change in the business plan or business scope; (m) settle any material litigation, arbitration or legal disputes; (n) appoint or remove the Company’s auditor or change materially in accounting policies and standards, including financial year or tax year of the Company; (o) effect any single capital expenditure, the value of which exceeds $5,000,000 in any single transaction or in the aggregate ten percent (10%) of the aggregate value of the Company’s net assets in any fiscal year; or (p) enter into an agreement to do any of the foregoing. For purposes of this Section 5.4, the value of any net assets shall be the value as determined ratification by the Company in good faith. Upon the request of any Investor, the Company shall provide such Investor with reasonable written documentation supporting the basis of such determination of value, and provide such Investor with reasonable access to the personnel, properties, books and records of the Company for the purpose of evaluating the foregoing determination. If such Investor raises any reasonable objections to the foregoing determination, the Company shall consider in good faith such objections and make such revisions to the final determination of value as may be mutually agreed between the Company and such Investor. Notwithstanding anything to the contrary in this Section 5.4, such approval of the Board or the Requisite Holders shall not be required with respect to actions contemplated by any agreements entered into between the Company and its stockholder(s) on or prior to the date hereofBoard.

Matters Requiring Investor Director Approval. So long as either (x) the holders of Series A Preferred Stock are entitled to elect one or more Series A Directors or (y) the holders of the Series B Preferred Stock are entitled to elect one or more Series B Directors, the The Company hereby covenants and agrees with each of the Investors that it shall not, nor and shall it permit cause each of its Subsidiaries not to, take any subsidiary of the Company to, following actions without approval of the BoardBoard of Directors, which approval must include the affirmative vote of a majority at least two of the Preferred Directors (which majority shall include a Series B Director), or the approval of the Requisite HoldersDirectors: (a) makeissue any securities, or permit grant any subsidiary right to makeacquire securities, any loan or advance toin connection with sponsored research, or own any stock collaboration, technology license, development, OEM, marketing or other securities of, similar agreements or strategic partnerships or any subsidiary or other corporation, partnership, or other entity unless it is wholly owned by the Companybusiness transaction; (b) make, purchase or permit redeem any subsidiary to make, any loan or advance to any Person, including, without limitation, any employee or director shares in the share capital of the Company from the Company’s employees, directors, officers, consultants and other service providers, other than repurchases of shares held by any former employees, directors, officers, consultants and other service providers, in connection with the cessation of such employment or service, at the lower of the original purchase price or the then-current fair market value thereof; (c) incur any subsidiaryexpenditure or indebtedness, outside of the Company’s annual budget as approved by the Board, in excess of $100,000 US$5,000,000 or other equivalent currency; (in d) make any loan, advance or other form of lending to any person outside of the case of individuals) or $500,000 (in Company’s annual budget as approved by the case of Persons that are not individuals)Board, except for advances and similar expenditures in the ordinary course of business or under the terms of an employee stock or option plan approved by the Board; (c) guarantee, directly or indirectly, or permit any subsidiary to guarantee, directly or indirectly, any indebtedness of any third party, except for trade accounts of the Company or any subsidiary arising that do not exceed US$500,000 in the ordinary course of business; (d) make any investment inconsistent with any investment policy approved by the Boardaggregate; (e) incur any aggregate indebtedness in excess of $500,000 that is not already included in a budget approved by the Board, other than trade credit incurred in the ordinary course of business; (f) enter into or be a party to or otherwise engage in any transaction with any stockholderdirector, director officer, or officer employee of the Company or any “associate” (as defined in Rule 12b-2 promulgated under the Exchange Act) of its Subsidiaries, or Lilly or any such Personof its Affiliates, except for transactions contemplated by this Agreement and Agreement, the Purchase Agreement and other Transaction Documents, and transactions relating to the employment or transactions other service relationship of such director, officer or employee with the Company or its Subsidiaries (including agreements related to except as otherwise set forth in the immediately following subclause (e)); (f) hire, terminate, or change the compensation of the Company’s executive officers) made in the ordinary course of business upon fair and reasonable terms that are approved by a majority of the disinterested members of the Board, including approving any option grants or stock awards to executive officers; (g) increase the shares of Common Stock reserved for issuance under the Company’s equity incentive plan establish or adopt acquire any other equity incentive plansubsidiary or branch office; (h) hire appoint or terminate change the chief executive officer;auditor of the Company; or (i) enter into any corporate strategic relationship involving the payment, contribution, or assignment of money or assets which exceeds $5,000,000 in any single transaction or in the aggregate ten percent (10%) initiate an initial public offering of the aggregate value shares of the Company’s net assets on a consolidated basis in any consecutive twelve-month period; (j) sell, lease, transfer, exclusively license capital stock or otherwise dispose of material assets and/or intellectual property other equity interests of the Company or its subsidiaries, in one or a series of related transactions, the aggregate value of which exceeds $5,000,000 in any single transaction or in the aggregate ten percent (10%) of the aggregate value of the Company’s net assets on a consolidated basis in any consecutive twelve-month period; (k) acquire (by merger or stock or asset purchase or otherwise) any Person, business or asset in one or a series of related transactions, the aggregate value of which exceeds $5,000,0000 in any such one or series of related transactions or in the aggregate ten percent (10%) of the aggregate value of the Company’s net assets on a consolidated basis in any consecutive twelve-month period; (l) make any material change in the business plan or business scope; (m) settle any material litigation, arbitration or legal disputes; (n) appoint or remove the Company’s auditor or change materially in accounting policies and standards, including financial year or tax year of the Company; (o) effect any single capital expenditure, the value of which exceeds $5,000,000 in any single transaction or in the aggregate ten percent (10%) of the aggregate value of the Company’s net assets in any fiscal year; or (p) enter into an agreement to do any of the foregoing. For purposes of this Section 5.4, the value its Subsidiaries on any securities exchange of any net assets shall be the value as determined by the Company in good faith. Upon the request of any Investor, the Company shall provide such Investor with reasonable written documentation supporting the basis of such determination of value, and provide such Investor with reasonable access to the personnel, properties, books and records of the Company for the purpose of evaluating the foregoing determination. If such Investor raises any reasonable objections to the foregoing determination, the Company shall consider in good faith such objections and make such revisions to the final determination of value as may be mutually agreed between the Company and such Investor. Notwithstanding anything to the contrary in this Section 5.4, such approval of the Board or the Requisite Holders shall not be required with respect to actions contemplated by any agreements entered into between the Company and its stockholder(s) on or prior to the date hereofjurisdiction.

Matters Requiring Investor Director Approval. So long as either (x) the holders of Series A Preferred Stock are entitled to elect one or more a Series A Directors Director or (y) the holders of the Series B Preferred Stock are entitled to elect one or more a Series B DirectorsDirector, the Company hereby covenants and agrees with each of the Investors that it shall not, nor shall it permit any subsidiary of the Company to, without approval of the BoardBoard of Directors, which approval must include the affirmative vote of a majority of the Preferred Directors (which majority shall include a Series B Director and at least one (1) Series A Director), or the approval of the Requisite Holders: (a) make, or permit any subsidiary to make, any loan or advance to, or own any stock or other securities of, any subsidiary or other corporation, partnership, or other entity unless it is wholly owned by the Company; (b) make, or permit any subsidiary to make, any loan or advance to any Person, including, without limitation, any employee or director of the Company or any subsidiary, subsidiary in excess of $100,000 (in the case of individuals) or $500,000 (in the case of Persons that are not individuals)100,000, except advances and similar expenditures in the ordinary course of business or under the terms of an employee stock or option plan approved by the BoardBoard of Directors, in accordance with this Section 6.4; (c) guarantee, directly or indirectly, or permit any subsidiary to guarantee, directly or indirectly, any indebtedness of any third party, except for trade accounts of the Company or any subsidiary arising in the ordinary course of business; (d) make any investment inconsistent with any investment policy approved by the BoardBoard of Directors; (e) incur any aggregate indebtedness in excess of $500,000 that is not already included in a budget the Budget approved by the BoardBoard of Directors, other than trade credit incurred in the ordinary course of businessbusiness and a line of credit for working capital; (f) enter into or be a party to any transaction with any stockholderdirector, director officer, or officer employee of the Company or any an “associate” (as defined in Rule 12b-2 promulgated under the Exchange Act) of any such Person, including without limitation any “management bonus” or similar plan providing payments to employees in connection with a Deemed Liquidation Event, as such term is defined in the Company’s Certificate of Incorporation, except for transactions contemplated by this Agreement and Agreement, or the Purchase Agreement Agreement; (g) hire, terminate, or transactions (including agreements related to change the compensation of the Company’s executive officers (namely the CEO, CBO, CSO, CFO, COO and CMO), including approving any option grants or stock awards to executive officers; (h) made change the principal business of the Company, enter new lines of business, or exit the current line of business; (i) sell, assign, license, pledge, or encumber material technology or intellectual property, other than licenses granted in the ordinary course of business upon fair and reasonable terms that are approved by a majority business, or permit any subsidiary to sell, assign, license, pledge or encumber material technology or intellectual property of such subsidiary, other than licenses granted in the disinterested members ordinary course of the Boardbusiness; (g) increase the shares of Common Stock reserved for issuance under the Company’s equity incentive plan or adopt any other equity incentive plan; (h) hire or terminate the chief executive officer; (ij) enter into any corporate strategic relationship involving the payment, contribution, or assignment by the Company or to the Company of money or assets which exceeds greater than $5,000,000 500,000; (k) make any capital expenditure in any single transaction or excess of $500,000 that is not already included in the Budget, other than trade credit incurred in the ordinary course of business; (l) grant any stock option or stock equivalent providing for vesting provisions that differ from the vesting schedule described in Subsection 6.3 or acceleration of vesting upon a change of control of the Company, sale of all or substantially all of the assets of the Company, termination or similar event; (m) increase the number of shares reserved for issuance under the Company’s equity incentive plans, except for such equity incentive plan to be adopted following the date hereof pursuant to which the Company will reserve an aggregate number of shares of Common Stock for issuance in an amount equal to ten percent (10%) of the aggregate value of the Company’s net assets on a consolidated basis in any consecutive twelvefully-month period; (j) sell, lease, transfer, exclusively license or otherwise dispose of material assets and/or intellectual property diluted capital of the Company or its subsidiaries, in one or a series as of related transactions, immediately following the aggregate value of which exceeds $5,000,000 in any single transaction or in the aggregate ten percent (10%) consummation of the aggregate value of transactions contemplated by the Company’s net assets on a consolidated basis in any consecutive twelve-month period; (k) acquire (by merger or stock or asset purchase or otherwise) any Person, business or asset in one or a series of related transactions, the aggregate value of which exceeds $5,000,0000 in any such one or series of related transactions or in the aggregate ten percent (10%) of the aggregate value of the Company’s net assets on a consolidated basis in any consecutive twelve-month period; (l) make any material change in the business plan or business scope; (m) settle any material litigation, arbitration or legal disputesPurchase Agreement; (n) appoint create or remove the Company’s auditor or change materially in accounting policies and standards, including financial year or tax year dissolve any committee of the CompanyBoard of Directors; (o) effect make any single capital expenditurechange to the Company’s independent accountants; (p) acquire any corporation, partnership, or other entity (whether by stock or asset purchase, merger, consolidation or otherwise) or any equity or securities therein; (q) approve the value of which exceeds $5,000,000 in any single transaction or in Budget; or (r) change the aggregate ten percent (10%) of the aggregate value location of the Company’s net assets in any fiscal year; or (p) enter into an agreement to do any of the foregoing. For purposes of this Section 5.4, the value of any net assets shall be the value as determined by the Company in good faith. Upon the request of any Investor, the Company shall provide such Investor with reasonable written documentation supporting the basis of such determination of value, and provide such Investor with reasonable access to the personnel, properties, books and records of the Company for the purpose of evaluating the foregoing determination. If such Investor raises any reasonable objections to the foregoing determination, the Company shall consider in good faith such objections and make such revisions to the final determination of value as may be mutually agreed between the Company and such Investor. Notwithstanding anything to the contrary in this Section 5.4, such approval of the Board or the Requisite Holders shall not be required with respect to actions contemplated by any agreements entered into between the Company and its stockholder(s) on or prior to the date hereofexecutive offices.

Matters Requiring Investor Director Approval. (a) So long as either (x) the holders of Series A Preferred Stock are entitled to elect one or more Series A Directors or (y) the holders of the Series B a Preferred Stock are entitled to elect one or more Series B DirectorsDirector, the Company hereby covenants and agrees with each of the Investors that it shall not, nor not and it shall it permit any subsidiary cause each of the Company its direct and indirect subsidiaries not to, without approval of the Board, which approval must include the affirmative vote of a majority of the Preferred Directors (which majority shall include a Series B Director), or the approval of the Requisite HoldersInvestor Directors: (ai) make, or permit any subsidiary to make, any loan or advance to, or own any stock or other securities of, any subsidiary or other corporation, partnership, or other entity unless it is wholly owned by the Company; (bii) make, or permit any subsidiary to make, any loan or advance to any Person, including, without limitation, any employee or director of the Company or any subsidiary, in excess of $100,000 (in the case of individuals) or $500,000 (in the case of Persons that are not individuals), except advances and similar expenditures in the ordinary course of business or under the terms of an employee stock or option plan approved by the Board; (ciii) guarantee, directly or indirectly, or permit any subsidiary to guarantee, directly or indirectly, any indebtedness of any third party, except for trade accounts of the Company or any subsidiary arising in the ordinary course of business; (div) make any investment inconsistent with any investment policy approved by the BoardBoard other than investments in prime commercial paper, money market funds, certificates of deposit in any United States bank having a net worth in excess of $100,000,000 or obligations issued or guaranteed by the United States of America; (ev) incur any aggregate indebtedness in excess of $500,000 250,000 that is not already included in a budget approved by the Board, other than trade credit incurred in the ordinary course of business; (fvi) otherwise enter into or be a party to any transaction with any stockholderdirector, director officer, consultant or officer employee of the Company Company, or any significant stockholder of the Company, or any “associate” (as defined in Rule 12b-2 promulgated under the Exchange Act) of any such Person, including without limitation any “management bonus” or similar plan providing payments to employees in connection with a Deemed Liquidation Event, as such term is defined in the Company’s Certificate of Incorporation, except for transactions contemplated by this Agreement and the Purchase Agreement or transactions (including agreements related to the compensation of the Company’s executive officers) made in the ordinary course of business and pursuant to reasonable requirements of the Company’s business and upon fair and reasonable terms that are approved by a majority of the disinterested members of the Board who have no direct economic interest in the transaction and no affiliation (other than representation on the Board) with any entity that (i) is a party to the transaction or (ii) is affiliated with a party to the transaction; (gvii) increase hire, terminate, or change the shares compensation of Common Stock reserved for issuance under the Company’s equity incentive plan executive officers, including approving any option grants or adopt any other equity incentive planstock awards to executive officers; (hviii) hire change the principal business of the Company, enter new lines of business, or terminate exit the chief executive officercurrent line of business; (iix) sell, assign, license, pledge, or encumber material technology or intellectual property, other than licenses granted in the ordinary course of business; or (x) enter into any corporate strategic relationship involving the payment, contribution, or assignment by the Company or to the Company of money or assets which exceeds greater than $5,000,000 in any single transaction or 500,000, except for transactions in the aggregate ten percent ordinary course of business. (10%b) Notwithstanding anything herein to the contrary, prior to approving any action or waiver that requires the approval of the aggregate value of Requisite Investor Directors pursuant to this Agreement or the Company’s net assets on a consolidated basis in any consecutive twelve-month period; ’ Certificate of Incorporation (j) sellan “Investor Director Approval Action”), leaseif the Series C Director seat is vacant, transfer, exclusively license or otherwise dispose of material assets and/or intellectual property of the Company or its subsidiaries, in one or a series of related transactions, the aggregate value of which exceeds $5,000,000 in any single transaction or in the aggregate ten percent (10%) of the aggregate value of the Company’s net assets on a consolidated basis in any consecutive twelve-month period; (k) acquire (by merger or stock or asset purchase or otherwise) any Person, business or asset in one or a series of related transactions, the aggregate value of which exceeds $5,000,0000 in any such one or series of related transactions or in the aggregate ten percent (10%) of the aggregate value of the Company’s net assets on a consolidated basis in any consecutive twelve-month period; (l) make any material change in the business plan or business scope; (m) settle any material litigation, arbitration or legal disputes; (n) appoint or remove the Company’s auditor or change materially in accounting policies and standards, including financial year or tax year of the Company; (o) effect any single capital expenditure, the value of which exceeds $5,000,000 in any single transaction or in the aggregate ten percent (10%) of the aggregate value of the Company’s net assets in any fiscal year; or (p) enter into an agreement to do any of the foregoing. For purposes of this Section 5.4, the value of any net assets shall be the value as determined by the Company in good faith. Upon the request of any Investor, then the Company shall provide Xxxxx Bros. no less than five business days’ written notice prior to considering such Investor with reasonable written documentation supporting the basis of such determination of valueDirector Approval Action, and provide the Board shall not consider such Investor with reasonable access to Director Approval Action during such five business day period. If, during such five business day period, Xxxxx Bros. notifies the personnelCompany, propertiesin writing, books and records of the Company for the purpose its designation of evaluating the foregoing determination. If such Investor raises any reasonable objections to the foregoing determinationa Series C Director, the Company covenants and agrees that it shall consider in good faith not take the applicable Investor Director Approval Action unless such objections and make such revisions to the final determination of value as may be mutually agreed between the Company and such Investor. Notwithstanding anything to the contrary in this Section 5.4, such approval of Series C Director is seated on the Board or the Requisite Holders shall not be required with respect to actions contemplated by any agreements entered into between the Company and its stockholder(s) has voted on or prior to the date hereofsuch applicable Investor Director Approval Action.

Matters Requiring Investor Director Approval. So long as either (x) the holders of Series A Preferred Stock are entitled to elect one or more Series A Directors or (y) the holders of the Series B Preferred Stock are entitled to elect one or more Series B Directors, the Company hereby covenants and agrees with each of the Investors that it shall not, nor shall it permit any subsidiary of the Company to, without approval of the BoardBoard of Directors, which approval must include the affirmative vote of a majority at least one of the Preferred Directors (which majority shall include a Series B Director), or the approval who are members of the Requisite HoldersBoard of Directors at such time: (a) make, or permit any subsidiary to make, any loan or advance to, or own any stock or other securities of, any subsidiary or other corporation, partnership, or other entity unless it is wholly owned by the Company; (b) make, or permit any subsidiary to make, any loan or advance to any Person, including, without limitation, any employee or director of the Company or any subsidiary, in excess of $100,000 (in the case of individuals) or $500,000 (in the case of Persons that are not individuals), except advances and similar expenditures in the ordinary course of business or under the terms of an employee stock or option plan approved by the BoardBoard of Directors; (c) guarantee, directly or indirectly, or permit any subsidiary to guarantee, directly or indirectly, any indebtedness of any third party, except for trade accounts of the Company or any subsidiary arising in the ordinary course of business; (d) make any investment inconsistent with any investment policy approved by the BoardBoard of Directors; (e) incur any aggregate indebtedness in excess of $500,000 that is not already included in a budget approved by the BoardBoard of Directors, other than trade credit incurred in the ordinary course of business; (f) otherwise enter into or be a party to any transaction with any stockholderdirector, director officer, or officer employee of the Company or any “associate” (as defined in Rule 12b-2 promulgated under the Exchange Act) of any such Person, except for transactions contemplated by this Agreement and Agreement, the Purchase Agreement Agreement, or transactions (including agreements related to the compensation of the Company’s executive officers) made in the ordinary course of business and pursuant to reasonable requirements of the Company’s business and upon fair and reasonable terms that are approved by a majority of the disinterested members Board of the BoardDirectors; (g) increase hire, terminate, or change the shares compensation of Common Stock reserved for issuance under the Company’s equity incentive plan executive officers, including approving any option grants or adopt any other equity incentive planstock awards to executive officers; (h) hire change the principal business of the Company, enter new lines of business, or terminate exit the chief executive officercurrent line of business; (i) sell, assign, license, pledge, or encumber material technology or intellectual property, other than licenses granted in the ordinary course of business; or (j) enter into any corporate strategic relationship involving the payment, contribution, or assignment by the Company or to the Company of money or assets which exceeds greater than $5,000,000 in any single transaction or in the aggregate ten percent (10%) of the aggregate value of the Company’s net assets on a consolidated basis in any consecutive twelve-month period; (j) sell, lease, transfer, exclusively license or otherwise dispose of material assets and/or intellectual property of the Company or its subsidiaries, in one or a series of related transactions, the aggregate value of which exceeds $5,000,000 in any single transaction or in the aggregate ten percent (10%) of the aggregate value of the Company’s net assets on a consolidated basis in any consecutive twelve-month period; (k) acquire (by merger or stock or asset purchase or otherwise) any Person, business or asset in one or a series of related transactions, the aggregate value of which exceeds $5,000,0000 in any such one or series of related transactions or in the aggregate ten percent (10%) of the aggregate value of the Company’s net assets on a consolidated basis in any consecutive twelve-month period; (l) make any material change in the business plan or business scope; (m) settle any material litigation, arbitration or legal disputes; (n) appoint or remove the Company’s auditor or change materially in accounting policies and standards, including financial year or tax year of the Company; (o) effect any single capital expenditure, the value of which exceeds $5,000,000 in any single transaction or in the aggregate ten percent (10%) of the aggregate value of the Company’s net assets in any fiscal year; or (p) enter into an agreement to do any of the foregoing. For purposes of this Section 5.4, the value of any net assets shall be the value as determined by the Company in good faith. Upon the request of any Investor, the Company shall provide such Investor with reasonable written documentation supporting the basis of such determination of value, and provide such Investor with reasonable access to the personnel, properties, books and records of the Company for the purpose of evaluating the foregoing determination. If such Investor raises any reasonable objections to the foregoing determination, the Company shall consider in good faith such objections and make such revisions to the final determination of value as may be mutually agreed between the Company and such Investor. Notwithstanding anything to the contrary in this Section 5.4, such approval of the Board or the Requisite Holders shall not be required with respect to actions contemplated by any agreements entered into between the Company and its stockholder(s) on or prior to the date hereof500,000.

Matters Requiring Investor Director Approval. So long as either an aggregate of twenty-five percent (x25%) of the holders Series A Preferred Stock, Series B Preferred Stock, Series B-1 Preferred Stock, Series C Preferred Stock and Series C-1 Preferred Stock originally issued pursuant to each of the Purchase Agreement, that certain Series A Preferred Stock are entitled to elect one or more Series A Directors or (y) Purchase Agreement between the holders of Company and the other parties thereto dated October 31, 2016, as amended, that certain Series B Preferred Stock are entitled Purchase Agreement between the Company and the other parties thereto dated March 13, 2018, as amended, that certain Series B-1 Preferred Stock Purchase Agreement between the Company and the other parties thereto dated June 18, 2019 and that certain Series C Preferred Stock Purchase Agreement between the Company and the other parties thereto dated November 18, 2019, as amended, respectively, remain outstanding (subject to elect one or more Series B Directorsappropriate adjustment for stock splits, stock dividends, combinations, and other recapitalizations), the Company hereby covenants and agrees with each of the Investors that it shall not, nor shall it permit any subsidiary of the Company to, without approval of the Board, which approval must include the affirmative vote Board of a majority Directors (including at least three of the Preferred Directors (which majority shall include a Series B Director), or the approval of the Requisite Holders:then serving): (a) make, or permit any subsidiary to make, any loan or advance to, or own any stock or other securities of, any subsidiary or other corporation, partnership, or other entity unless it is wholly owned by the Company; (b) make, or permit any subsidiary to make, any loan or advance to any Person, including, without limitation, any employee or director of the Company or any subsidiary, in excess of $100,000 (in the case of individuals) or $500,000 (in the case of Persons that are not individuals), except advances and similar expenditures in the ordinary course of business or under the terms of an employee stock or option plan approved by the BoardBoard of Directors; (c) guarantee, directly or indirectly, or permit any subsidiary to guarantee, directly or indirectly, any indebtedness of any third party, except for trade accounts of the Company or any subsidiary arising in the ordinary course of business; (d) make any investment inconsistent with other than investments in prime commercial paper, money market funds, certificates of deposit in any investment policy approved United States bank having a net worth in excess of $100,000,000 or obligations issued or guaranteed by the BoardUnited States of America, in each case having a maturity not in excess of two years; (e) incur any aggregate indebtedness in excess of $500,000 100,000 that is not already included in a budget approved by the BoardBoard of Directors, other than trade credit incurred in the ordinary course of business; (f) otherwise enter into or be a party to any transaction with any stockholderdirector, director officer, or officer employee of the Company or any “associate” (as defined in Rule 12b-2 promulgated under the Exchange Act) of any such Person, including without limitation any “management bonus” or similar plan providing payments to employees in connection with a Deemed Liquidation Event, as such term is defined in the Company’s Certificate of Incorporation, except for transactions contemplated by this Agreement and or the Purchase Agreement Agreement; (g) hire, terminate, or transactions (including agreements related to change the compensation of the Company’s executive officers, Xxxxx Xxxxxxxxx or Xxxxxxx Xxxxxx, including approving any option grants or stock awards to any of them; (h) made change the principal business of the Company, enter new lines of business, or exit the current line of business; (i) sell, assign, license, pledge, or encumber material technology or intellectual property, other than licenses granted in the ordinary course of business upon fair and reasonable terms that are approved by a majority of the disinterested members of the Board; (g) increase the shares of Common Stock reserved for issuance under the Company’s equity incentive plan or adopt any other equity incentive plan; (h) hire or terminate the chief executive officer; (i) enter into any corporate strategic relationship involving the payment, contribution, or assignment of money or assets which exceeds $5,000,000 in any single transaction or in the aggregate ten percent (10%) of the aggregate value of the Company’s net assets on a consolidated basis in any consecutive twelve-month period;business; or (j) sell, lease, transfer, exclusively license or otherwise dispose of material assets and/or intellectual property of the Company or its subsidiaries, in one or a series of related transactions, the aggregate value of which exceeds $5,000,000 in any single transaction or in the aggregate ten percent (10%) of the aggregate value of the Company’s net assets on a consolidated basis in any consecutive twelve-month period; (k) acquire (by merger or stock or asset purchase or otherwise) any Person, business or asset in one or a series of related transactions, the aggregate value of which exceeds $5,000,0000 in any such one or series of related transactions or in the aggregate ten percent (10%) of the aggregate value of the Company’s net assets on a consolidated basis in any consecutive twelve-month period; (l) make any material change in the business plan investments or business scope; (m) settle acquisitions or enter into any material litigation, arbitration or legal disputes; (n) appoint or remove the Company’s auditor or change materially in accounting policies and standards, including financial year or tax year of the Company; (o) effect any single capital expenditure, the value of which exceeds $5,000,000 in any single transaction or in the aggregate ten percent (10%) of the aggregate value of the Company’s net assets in any fiscal year; or (p) enter into an agreement to do any of the foregoing. For purposes of this Section 5.4, the value of any net assets shall be the value as determined by the Company in good faith. Upon the request of any Investor, the Company shall provide such Investor with reasonable written documentation supporting the basis of such determination of value, and provide such Investor with reasonable access to the personnel, properties, books and records of the Company for the purpose of evaluating the foregoing determination. If such Investor raises any reasonable objections to the foregoing determination, the Company shall consider in good faith such objections and make such revisions to the final determination of value as may be mutually agreed between the Company and such Investor. Notwithstanding anything to the contrary in this Section 5.4, such approval of the Board or the Requisite Holders shall not be required with respect to actions contemplated by any agreements entered into between the Company and its stockholder(s) on or prior to the date hereofjoint ventures.

Matters Requiring Investor Director Approval. So long as either (x) the holders of Series A Preferred Stock are entitled to elect one or more Series A Directors or (y) the holders of the Series B Preferred Stock are entitled to elect one or more Series B Directors, the The Company hereby covenants and agrees with each of the Investors that it shall not, nor shall it directly or indirectly by amendment or otherwise, do (or permit any subsidiary to do) any of the Company to, following without approval of the Board, which approval must include the affirmative vote of a majority of the Preferred Directors (which majority shall include a Series B Director), or the approval of the Requisite HoldersBoard Qualified Majority: (a) make, or permit any subsidiary to make, any loan or advance to, or own any stock or other securities of, any subsidiary or other corporation, partnership, or other entity unless it is wholly owned by the Company; (b) make, or permit any subsidiary to make, any loan or advance to any Person, including, without limitation, any employee or director of the Company or any subsidiary, in excess of $100,000 (in the case of individuals) or $500,000 (in the case of Persons that are not individuals), except advances and similar expenditures in the ordinary course of business or under the terms of an employee stock or option plan approved by the BoardBoard of Directors; (c) guarantee, directly or indirectly, or permit any subsidiary to guarantee, directly or indirectly, any indebtedness of any third party, except for trade accounts of the Company or any subsidiary arising in the ordinary course of business; (d) make any investment inconsistent with any investment policy approved by the BoardBoard of Directors; (ed) incur any aggregate indebtedness or make any aggregate expenditures in excess of $500,000 that is not already included in a budget approved by the BoardBudget, other than trade credit incurred in the ordinary course of business; (fe) otherwise enter into or be a party to any transaction with any stockholderdirector, director officer, or officer employee of the Company or any “associate” (as defined in Rule 12b-2 promulgated under the Exchange Act) of any such Person, except for transactions contemplated by this Agreement other than employment arrangements made, and the Purchase Agreement or transactions (including agreements related to the compensation of the Company’s executive officers) made employee benefits provided, in the ordinary course of business and pursuant to reasonable requirements of the Company’s business and upon fair and reasonable terms that are approved by a majority terms; (f) hire, terminate, or change the compensation of the disinterested members of the Boardexecutive officers, including approving any option grants or stock awards to executive officers; (g) increase change the shares principal business of Common Stock reserved for issuance under the Company’s equity incentive plan , enter new lines of business, or adopt any other equity incentive planexit the current line of business; (h) hire sell, assign, license, pledge, or terminate encumber material technology or intellectual property, other than licenses granted in the chief executive officer;ordinary course of business; or (i) enter into any corporate strategic relationship involving the payment, contribution, or assignment by the Company or to the Company of money or assets which exceeds greater than $5,000,000 in any single transaction or in the aggregate ten percent (10%) of the aggregate value of the Company’s net assets on a consolidated basis in any consecutive twelve-month period; (j) sell, lease, transfer, exclusively license or otherwise dispose of material assets and/or intellectual property of the Company or its subsidiaries, in one or a series of related transactions, the aggregate value of which exceeds $5,000,000 in any single transaction or in the aggregate ten percent (10%) of the aggregate value of the Company’s net assets on a consolidated basis in any consecutive twelve-month period; (k) acquire (by merger or stock or asset purchase or otherwise) any Person, business or asset in one or a series of related transactions, the aggregate value of which exceeds $5,000,0000 in any such one or series of related transactions or in the aggregate ten percent (10%) of the aggregate value of the Company’s net assets on a consolidated basis in any consecutive twelve-month period; (l) make any material change in the business plan or business scope; (m) settle any material litigation, arbitration or legal disputes; (n) appoint or remove the Company’s auditor or change materially in accounting policies and standards, including financial year or tax year of the Company; (o) effect any single capital expenditure, the value of which exceeds $5,000,000 in any single transaction or in the aggregate ten percent (10%) of the aggregate value of the Company’s net assets in any fiscal year; or (p) enter into an agreement to do any of the foregoing. For purposes of this Section 5.4, the value of any net assets shall be the value as determined by the Company in good faith. Upon the request of any Investor, the Company shall provide such Investor with reasonable written documentation supporting the basis of such determination of value, and provide such Investor with reasonable access to the personnel, properties, books and records of the Company for the purpose of evaluating the foregoing determination. If such Investor raises any reasonable objections to the foregoing determination, the Company shall consider in good faith such objections and make such revisions to the final determination of value as may be mutually agreed between the Company and such Investor. Notwithstanding anything to the contrary in this Section 5.4, such approval of the Board or the Requisite Holders shall not be required with respect to actions contemplated by any agreements entered into between the Company and its stockholder(s) on or prior to the date hereof500,000.

Matters Requiring Investor Director Approval. So long as either (x) the holders of Series A Preferred Stock are entitled to elect one or more Series A Directors or (y) the holders of the Series B a Preferred Stock are entitled to elect one or more Series B DirectorsDirector, the Company hereby covenants and agrees with each of the Investors that it shall not, nor shall it permit any subsidiary of the Company to, without approval of the BoardBoard of Directors, which approval must include the affirmative vote of a majority of the Preferred Directors (which majority shall include a Series B Director), or the approval of the Requisite HoldersDirectors: (a) make, or permit any subsidiary to make, make any loan or advance to, or own any stock or other securities of, any subsidiary or other corporation, partnership, or other entity unless it is wholly owned by the Company; (b) make, or permit any subsidiary to make, make any loan or advance to any Person, including, without limitation, any employee or director of the Company or any subsidiary, in excess of $100,000 (in the case of individuals) or $500,000 (in the case of Persons that are not individuals), except advances and similar expenditures in the ordinary course of business or under the terms of an employee stock or option plan approved by the BoardBoard of Directors, including the Preferred Directors; (c) guarantee, directly or indirectly, or permit any subsidiary to guarantee, directly or indirectly, any indebtedness of any third party, except for trade accounts of the Company or any subsidiary arising in the ordinary course of business; (d) make any investment inconsistent with any investment policy approved by the BoardBoard of Directors; (e) incur any aggregate indebtedness in excess of $500,000 100,000 that is not already included in a budget approved by the BoardBoard of Directors, other than trade credit incurred in the ordinary course of business; (f) otherwise enter into or be a party to any transaction with any stockholderdirector, director officer, or officer employee of the Company or any “associate” (as defined in Rule 12b-2 promulgated under the Exchange Act) of any such Person, except for transactions contemplated by this Agreement and the Purchase Agreement Agreement; transactions resulting in payments to or by the Company in an aggregate amount less than $60,000 per year; or transactions (including agreements related to the compensation of the Company’s executive officers) made in the ordinary course of business and pursuant to reasonable requirements of the Company’s business and upon fair and reasonable terms that are approved by a majority of the disinterested members Board of the BoardDirectors; (g) hire, terminate, or change the compensation of the executive officers, including approving any option grants or stock awards to executive officers; (h) change the principal business of the Company, enter new lines of business, or exit the current line of business; (i) sell, assign, license, pledge, or encumber material technology or intellectual property, other than licenses granted in the ordinary course of business; (j) increase the shares of Common Stock reserved for issuance under the Company’s equity incentive plan 2012 Stock Incentive Plan or adopt any other equity incentive plan;; or (h) hire or terminate the chief executive officer; (ik) enter into any corporate strategic relationship involving the payment, contribution, or assignment by the Company or to the Company of money or assets which exceeds greater than $5,000,000 in any single transaction or in the aggregate ten percent (10%) of the aggregate value of the Company’s net assets on a consolidated basis in any consecutive twelve-month period; (j) sell, lease, transfer, exclusively license or otherwise dispose of material assets and/or intellectual property of the Company or its subsidiaries, in one or a series of related transactions, the aggregate value of which exceeds $5,000,000 in any single transaction or in the aggregate ten percent (10%) of the aggregate value of the Company’s net assets on a consolidated basis in any consecutive twelve-month period; (k) acquire (by merger or stock or asset purchase or otherwise) any Person, business or asset in one or a series of related transactions, the aggregate value of which exceeds $5,000,0000 in any such one or series of related transactions or in the aggregate ten percent (10%) of the aggregate value of the Company’s net assets on a consolidated basis in any consecutive twelve-month period; (l) make any material change in the business plan or business scope; (m) settle any material litigation, arbitration or legal disputes; (n) appoint or remove the Company’s auditor or change materially in accounting policies and standards, including financial year or tax year of the Company; (o) effect any single capital expenditure, the value of which exceeds $5,000,000 in any single transaction or in the aggregate ten percent (10%) of the aggregate value of the Company’s net assets in any fiscal year; or (p) enter into an agreement to do any of the foregoing. For purposes of this Section 5.4, the value of any net assets shall be the value as determined by the Company in good faith. Upon the request of any Investor, the Company shall provide such Investor with reasonable written documentation supporting the basis of such determination of value, and provide such Investor with reasonable access to the personnel, properties, books and records of the Company for the purpose of evaluating the foregoing determination. If such Investor raises any reasonable objections to the foregoing determination, the Company shall consider in good faith such objections and make such revisions to the final determination of value as may be mutually agreed between the Company and such Investor. Notwithstanding anything to the contrary in this Section 5.4, such approval of the Board or the Requisite Holders shall not be required with respect to actions contemplated by any agreements entered into between the Company and its stockholder(s) on or prior to the date hereof100,000.

Matters Requiring Investor Director Approval. So long as either (x) the holders of Series A Preferred Stock are entitled to elect one or more Series A Directors or (y) the holders of the Series B a Preferred Stock are entitled to elect one or more Series B DirectorsDirector, the Company hereby covenants and agrees with each of the Investors that it shall not, nor shall it permit any subsidiary of the Company to, without approval of the BoardBoard of Directors, which approval must include the affirmative vote of a majority of the Requisite Preferred Directors (which majority shall include a Series B Director), or the approval of the Requisite HoldersDirector Vote: (a) consummate an acquisition or sale by the Company of any entity or assets if the purchase price is more than $1,500,000; (b) directly or indirectly license, sell, assign or otherwise transfer to any third party in any territory of any material Company-controlled intellectual property or Product rights with a value in excess of $1,500,000; (c) issue any stock options or warrants to purchase Common Stock or Preferred Stock (other than options or warrants issued to employees, consultants, or directors in accordance with the Company’s Amended and Restated 2018 Equity Incentive Plan or other equity incentive plans approved by the Board, including at least one Series A Director); (d) make, or permit any subsidiary to make, any loan or advance in excess of $1,000,000 to, or own any stock or other securities ofof or make any investments with a value in excess of $1,000,000 in, any subsidiary or other corporation, partnership, or other entity unless it is wholly owned by the Company; or Person (b) make, or permit any subsidiary to make, any loan or advance to any Person, including, without limitation, any employee or director of the Company or any subsidiary, in excess of $100,000 (in the case of individuals) or $500,000 (in the case of Persons that are not individuals), except advances and similar expenditures in the ordinary course of business or under the terms of an employee stock or option plan approved unless it is wholly owned by the Board; (c) guarantee, directly or indirectly, or permit any subsidiary to guarantee, directly or indirectly, any indebtedness of any third party, except for trade accounts of the Company or any subsidiary arising in the ordinary course of business; (d) make any investment inconsistent with any investment policy approved by the Board;Company (e) incur any aggregate indebtedness in excess of $500,000 that is not already included in a budget approved by the Board1,500,000, other than trade credit incurred except for (x) payables arising in the ordinary course of business, or (y) loans from institutional or other third-party lenders, equipment leases and similar arrangements; (f) enter into make any material changes in or be a party to any transaction with any stockholder, director or officer deviate from the nature of the Company or any “associate” (as defined business engaged in Rule 12b-2 promulgated under the Exchange Act) of any such Person, except for transactions contemplated by this Agreement and the Purchase Agreement or transactions (including agreements related to the compensation of the Company’s executive officers) made in the ordinary course of business upon fair and reasonable terms that are approved by a majority of the disinterested members of the Board;; or (g) increase the shares of Common Stock reserved for issuance under the Company’s equity incentive plan or adopt any other equity incentive plan; (h) hire or terminate the chief without cause any senior executive officer; (i) enter into any corporate strategic relationship involving the payment, contribution, or assignment of money or assets which exceeds $5,000,000 in any single transaction or in the aggregate ten percent (10%) of the aggregate value of the Company’s net assets on a consolidated basis in any consecutive twelve-month period; (j) sell, lease, transfer, exclusively license or otherwise dispose of material assets and/or intellectual property of the Company or its subsidiaries, in one or a series of related transactions, the aggregate value of which exceeds $5,000,000 in any single transaction or in the aggregate ten percent (10%) of the aggregate value of the Company’s net assets on a consolidated basis in any consecutive twelve-month period; (k) acquire (by merger or stock or asset purchase or otherwise) any Person, business or asset in one or a series of related transactions, the aggregate value of which exceeds $5,000,0000 in any such one or series of related transactions or in the aggregate ten percent (10%) of the aggregate value of the Company’s net assets on a consolidated basis in any consecutive twelve-month period; (l) make any material change in the business plan or business scope; (m) settle any material litigation, arbitration or legal disputes; (n) appoint or remove the Company’s auditor or change materially in accounting policies and standards, including financial year or tax year of the Company; (o) effect any single capital expenditure, the value of which exceeds $5,000,000 in any single transaction or in the aggregate ten percent (10%) of the aggregate value of the Company’s net assets in any fiscal year; or (p) enter into an agreement to do any of the foregoing. For purposes of this Section 5.4, the value of any net assets shall be the value as determined by the Company in good faith. Upon the request of any Investor, the Company shall provide such Investor with reasonable written documentation supporting the basis of such determination of value, and provide such Investor with reasonable access to the personnel, properties, books and records of the Company for the purpose of evaluating the foregoing determination. If such Investor raises any reasonable objections to the foregoing determination, the Company shall consider in good faith such objections and make such revisions to the final determination of value as may be mutually agreed between the Company and such Investor. Notwithstanding anything to the contrary in this Section 5.4, such approval of the Board or the Requisite Holders shall not be required with respect to actions contemplated by any agreements entered into between the Company and its stockholder(s) on or prior to the date hereof.

Matters Requiring Investor Director Approval. So long as either (x) the holders of Series A Preferred Stock are entitled to elect one or more Series A Directors or (y) the holders of the Series B Preferred Stock are entitled to elect one or more Series B Directors, the Company hereby covenants and agrees with each of the Investors that it shall not, nor shall it permit any subsidiary of the Company to, without approval of the BoardBoard of Directors, which approval must include the affirmative vote of a majority three of the Preferred Directors (which majority shall include a Series B Director)or, or the approval if fewer, such number of the Requisite Holders:Preferred Directors as there are then serving): (a) make, or permit any subsidiary to make, any loan or advance to, or own any stock or other securities of, any subsidiary or other corporation, partnership, or other entity unless it is wholly owned by the Company; (b) make, or permit any subsidiary to make, any loan or advance to any Person, including, without limitation, any employee or director of the Company or any subsidiary, in excess of $100,000 (in the case of individuals) or $500,000 (in the case of Persons that are not individuals), except advances and similar expenditures in the ordinary course of business or under the terms of an employee stock or option plan approved by the BoardBoard of Directors; (c) guarantee, directly or indirectly, or permit any subsidiary to guarantee, directly or indirectly, any indebtedness of any third party, except for trade accounts of the Company or any subsidiary arising in the ordinary course of business; (d) make any investment inconsistent with any investment policy approved by the BoardBoard of Directors; (e) incur any aggregate indebtedness in excess of $500,000 100,000 that is not already included in a budget approved by the BoardBoard of Directors, other than trade credit incurred in the ordinary course of business; (f) otherwise enter into or be a party to any transaction with any stockholderdirector, director officer, or officer employee of the Company or any “associate” (as defined in Rule 12b-2 promulgated under the Exchange Act) of any such Person, including without limitation any “management bonus” or similar plan providing payments to employees in connection with a Deemed Liquidation Event, as such term is defined in the Certificate of Incorporation, except for transactions contemplated by this Agreement and the Purchase Agreement Agreement; transactions resulting in payments to or by the Company in an aggregate amount less than $100,000 per year; or transactions (including agreements related to the compensation of the Company’s executive officers) made in the ordinary course of business and pursuant to reasonable requirements of the Company’s business and upon fair and reasonable terms that are approved by a majority of the disinterested members Board of the BoardDirectors; (g) increase hire, terminate, or change the shares compensation of Common Stock reserved for issuance under the Company’s equity incentive plan executive officers, including approving any option grants or adopt any other equity incentive planstock awards to executive officers; (h) hire change the principal business of the Company, enter new lines of business, or terminate exit the chief executive officercurrent line of business; (i) sell, assign, license, pledge, or encumber material technology or intellectual property, other than licenses granted in the ordinary course of business; or (j) enter into any corporate strategic relationship involving the payment, contribution, or assignment by the Company or to the Company of money or assets which exceeds greater than $5,000,000 in any single transaction or in the aggregate ten percent (10%) of the aggregate value of the Company’s net assets on a consolidated basis in any consecutive twelve-month period; (j) sell, lease, transfer, exclusively license or otherwise dispose of material assets and/or intellectual property of the Company or its subsidiaries, in one or a series of related transactions, the aggregate value of which exceeds $5,000,000 in any single transaction or in the aggregate ten percent (10%) of the aggregate value of the Company’s net assets on a consolidated basis in any consecutive twelve-month period; (k) acquire (by merger or stock or asset purchase or otherwise) any Person, business or asset in one or a series of related transactions, the aggregate value of which exceeds $5,000,0000 in any such one or series of related transactions or in the aggregate ten percent (10%) of the aggregate value of the Company’s net assets on a consolidated basis in any consecutive twelve-month period; (l) make any material change in the business plan or business scope; (m) settle any material litigation, arbitration or legal disputes; (n) appoint or remove the Company’s auditor or change materially in accounting policies and standards, including financial year or tax year of the Company; (o) effect any single capital expenditure, the value of which exceeds $5,000,000 in any single transaction or in the aggregate ten percent (10%) of the aggregate value of the Company’s net assets in any fiscal year; or (p) enter into an agreement to do any of the foregoing. For purposes of this Section 5.4, the value of any net assets shall be the value as determined by the Company in good faith. Upon the request of any Investor, the Company shall provide such Investor with reasonable written documentation supporting the basis of such determination of value, and provide such Investor with reasonable access to the personnel, properties, books and records of the Company for the purpose of evaluating the foregoing determination. If such Investor raises any reasonable objections to the foregoing determination, the Company shall consider in good faith such objections and make such revisions to the final determination of value as may be mutually agreed between the Company and such Investor. Notwithstanding anything to the contrary in this Section 5.4, such approval of the Board or the Requisite Holders shall not be required with respect to actions contemplated by any agreements entered into between the Company and its stockholder(s) on or prior to the date hereof100,000.

Matters Requiring Investor Director Approval. So long as either (x) the holders of Series A Preferred Stock are entitled to elect one or more Series A Directors or (y) the holders of the Series B a Preferred Stock are entitled to elect one or more Series B DirectorsDirector, the Company hereby covenants and agrees with each of the Investors that it shall not, nor shall it permit any subsidiary of the Company to, without approval of the BoardBoard of Directors, which approval must include the affirmative vote of a majority at least three of the Preferred Directors (which majority shall include a Series B Director), or the approval of the Requisite HoldersDirectors: (a) make, or permit any subsidiary to make, any loan or advance to, or own any stock or other securities of, any subsidiary or other corporation, partnership, or other entity unless it is wholly owned by the Company; (b) make, or permit any subsidiary to make, any loan or advance to any Person, including, without limitation, any employee or director of the Company or any subsidiary, in excess of $100,000 (in the case of individuals) or $500,000 (in the case of Persons that are not individuals), except advances and similar expenditures in the ordinary course of business or under the terms of an employee stock or option plan approved by the BoardBoard of Directors; (c) guarantee, directly or indirectly, or permit any subsidiary to guarantee, directly or indirectly, any indebtedness of any third party, except for trade accounts of the Company or any subsidiary arising in the ordinary course of business; (d) make make,or permit any subsidiary to make, any investment inconsistent with any investment policy approved by the BoardBoard of Directors; (e) incur incur, or allow any subsidiary to incur, any aggregate indebtedness in excess of $500,000 1,000,000 that is not already included in a budget approved by the BoardBoard of Directors, other than trade credit incurred in the ordinary course of business; (f) enter otherwise enter,or allow any subsidiary to enter, into or be a party to any transaction with any stockholderdirector, director officer, or officer employee of the Company or any “associate” (as defined in Rule 12b-2 promulgated under the Exchange Act) of any such Person, including without limitation any “management bonus” or similar plan providing payments to employees in connection with a Deemed Liquidation Event, as such term is defined in the Company’s Seventh Amended and Restated Certificate of Incorporation, except for transactions contemplated by this Agreement and the Purchase Agreement Agreement; or transactions (including agreements related to the compensation of the Company’s executive officers) made in the ordinary course of business and pursuant to reasonable requirements of the Company’s business and upon fair and reasonable terms that are approved by a majority of the disinterested members Board of the BoardDirectors; (g) increase change the shares principal business of Common Stock reserved for issuance under the Company’s equity incentive plan , or adopt any other equity incentive plansubsidiary, enter new lines of business, or exit the current line of business; (h) hire sell, assign, license, pledge, or terminate encumber material technology or intellectual property of the chief executive officer;Company or any subsidiary, other than licenses granted in the ordinary course of business; or (i) enter into into, or permit any subsidiary to enter into, any corporate strategic relationship involving the payment, contribution, or assignment by the Company or to the Company of money or assets which exceeds greater than $5,000,000 in any single transaction or in the aggregate ten percent (10%) of the aggregate value of the Company’s net assets on a consolidated basis in any consecutive twelve-month period; (j) sell, lease, transfer, exclusively license or otherwise dispose of material assets and/or intellectual property of the Company or its subsidiaries, in one or a series of related transactions, the aggregate value of which exceeds $5,000,000 in any single transaction or in the aggregate ten percent (10%) of the aggregate value of the Company’s net assets on a consolidated basis in any consecutive twelve-month period; (k) acquire (by merger or stock or asset purchase or otherwise) any Person, business or asset in one or a series of related transactions, the aggregate value of which exceeds $5,000,0000 in any such one or series of related transactions or in the aggregate ten percent (10%) of the aggregate value of the Company’s net assets on a consolidated basis in any consecutive twelve-month period; (l) make any material change in the business plan or business scope; (m) settle any material litigation, arbitration or legal disputes; (n) appoint or remove the Company’s auditor or change materially in accounting policies and standards, including financial year or tax year of the Company; (o) effect any single capital expenditure, the value of which exceeds $5,000,000 in any single transaction or in the aggregate ten percent (10%) of the aggregate value of the Company’s net assets in any fiscal year; or (p) enter into an agreement to do any of the foregoing. For purposes of this Section 5.4, the value of any net assets shall be the value as determined by the Company in good faith. Upon the request of any Investor, the Company shall provide such Investor with reasonable written documentation supporting the basis of such determination of value, and provide such Investor with reasonable access to the personnel, properties, books and records of the Company for the purpose of evaluating the foregoing determination. If such Investor raises any reasonable objections to the foregoing determination, the Company shall consider in good faith such objections and make such revisions to the final determination of value as may be mutually agreed between the Company and such Investor. Notwithstanding anything to the contrary in this Section 5.4, such approval of the Board or the Requisite Holders shall not be required with respect to actions contemplated by any agreements entered into between the Company and its stockholder(s) on or prior to the date hereof500,000.

Matters Requiring Investor Director Approval. So long as either (x) the holders of Series A B-2 Preferred Stock are entitled to elect one or more Series A Directors or (y) a Preferred B-2 Director and/or the holders of the Series B Preferred Stock are entitled to elect one or more Series a Preferred B DirectorsDirector, the Company hereby covenants and agrees with each of the Investors Stockholders that it shall not, nor shall it permit any subsidiary of the Company to, without approval of the BoardBoard of Directors, which approval must include the affirmative vote of a majority at least one of the Preferred Directors B-2 Director (which majority shall include a Series if any are then serving) and at least one Preferred B Director), or the approval of the Requisite Holders:Director (if any are then serving): (a) makeMake, or permit any subsidiary to make, any loan or advance to, or own any stock or other securities of, any subsidiary or other corporation, partnership, or other entity unless it is wholly owned by the Company; (b) create or authorize the creation of or issue any security convertible into or exercisable for any equity security having rights, preferences or privileges senior to or on parity with the Senior Preferred Stock, or increase the authorized number of any series of Preferred Stock; (c) make, or permit any subsidiary to make, any loan or advance to any Person, including, without limitation, any employee or director of the Company or any subsidiary, in excess of $100,000 (in the case of individuals) or $500,000 (in the case of Persons that are not individuals), except advances and similar expenditures in the ordinary course of business or under the terms of an employee stock or option plan approved by the BoardBoard of Directors; (cd) guarantee, directly or indirectly, or permit any subsidiary to guarantee, directly or indirectly, any indebtedness of any third party, except for trade accounts of the Company or any subsidiary arising in the ordinary course of business; (de) make any investment inconsistent with any investment policy approved by the BoardBoard of Directors; (ef) incur any aggregate indebtedness in excess of $500,000 100,000 (or an equivalent amount in another currency) that is not already included in a budget approved by the BoardBoard of Directors, other than trade credit incurred in the ordinary course of business; (fg) otherwise enter into or be a party to any transaction with any stockholderdirector, director officer or officer employee of the Company or any “associate” (as defined in Rule 12b-2 promulgated under the Exchange Act) of any such Personperson except transactions resulting in payments to or by the Company in an aggregate amount less than $100,000 per year; (h) hire, except for transactions contemplated by this Agreement and the Purchase Agreement terminate, or transactions (including agreements related to change the compensation of the Company’s executive officers, including approving any option grants or stock awards; (i) made change the principal business of the Company, enter new lines of business, or exit the current line of business; (j) sell, assign, license, pledge or encumber material technology or intellectual property, other than licenses granted in the ordinary course of business upon fair and reasonable terms that are approved by a majority of the disinterested members of the Boardbusiness; (g) increase the shares of Common Stock reserved for issuance under the Company’s equity incentive plan or adopt any other equity incentive plan; (h) hire or terminate the chief executive officer; (ik) enter into any corporate strategic relationship involving the payment, contribution, payment contribution or assignment by the Company or to the Company of money or assets which exceeds greater than $5,000,000 100,000 (or an equivalent amount in any single transaction or in the aggregate ten percent (10%) of the aggregate value of the Company’s net assets on a consolidated basis in any consecutive twelve-month period; (j) sell, lease, transfer, exclusively license or otherwise dispose of material assets and/or intellectual property of the Company or its subsidiaries, in one or a series of related transactions, the aggregate value of which exceeds $5,000,000 in any single transaction or in the aggregate ten percent (10%) of the aggregate value of the Company’s net assets on a consolidated basis in any consecutive twelve-month period; (k) acquire (by merger or stock or asset purchase or otherwise) any Person, business or asset in one or a series of related transactions, the aggregate value of which exceeds $5,000,0000 in any such one or series of related transactions or in the aggregate ten percent (10%) of the aggregate value of the Company’s net assets on a consolidated basis in any consecutive twelve-month periodanother currency); (l) make any material change in the business plan investments, joint ventures or business scope;acquisitions; or (m) settle make any material litigation, arbitration decision or legal disputes; (n) appoint cause or remove the Company’s auditor or change materially in accounting policies and standards, including financial year or tax year of the Company; (o) effect permit any single capital expenditure, the value of which exceeds $5,000,000 in any single transaction or in the aggregate ten percent (10%) of the aggregate value of the Company’s net assets in any fiscal year; or (p) enter into an agreement subsidiary to do take any of the foregoing. For purposes of this Section 5.4, the value of any net assets shall be the value as determined by the Company in good faith. Upon the request of any Investor, the Company shall provide such Investor with reasonable written documentation supporting the basis of such determination of value, and provide such Investor with reasonable access to the personnel, properties, books and records of the Company for the purpose of evaluating the foregoing determination. If such Investor raises any reasonable objections to the foregoing determination, the Company shall consider in good faith such objections and make such revisions to the final determination of value as may be mutually agreed between the Company and such Investor. Notwithstanding anything to the contrary decisions listed in this Section 5.4, such approval of the Board or the Requisite Holders shall not be required with respect to actions contemplated by any agreements entered into between the Company and its stockholder(s) on or prior to the date hereofSubsection 11.3.

Matters Requiring Investor Director Approval. So long as either (x) the holders of Series A D Preferred Stock or Series G Preferred Stock are entitled to elect one a Series D Director or more nominate a Series A Directors or (y) the holders of the Series B Preferred Stock are entitled to elect one or more Series B DirectorsG Director, respectively, the Company hereby covenants and agrees with each of the Investors that it shall not, nor shall it permit any subsidiary of the Company to, without approval of the BoardBoard of Directors, which approval must include the affirmative vote of a majority of the Preferred Directors (which majority shall include a Series B Director)C, or the approval of the Requisite HoldersSeries D and Series G Directors: (a) 3.3.1 make, or permit any subsidiary to make, any loan or advance to, or own any stock or other securities of, any subsidiary or other corporation, partnership, or other entity unless it is wholly owned (directly or indirectly) by the Company; (b) 3.3.2 make, or permit any subsidiary to make, any loan or advance to any Person, including, without limitation, any employee or director of the Company or any subsidiary, in excess of $100,000 (in the case of individuals) or $500,000 (in the case of Persons that are not individuals), except advances and similar expenditures in the ordinary course of business or under the terms of an employee stock or option plan approved by the BoardBoard of Directors; (c) 3.3.3 guarantee, directly or indirectly, or permit any subsidiary to guarantee, directly or indirectly, any indebtedness of any third party, except for trade accounts of the Company or any subsidiary arising in the ordinary course of business; (d) 3.3.4 make any investment inconsistent with any investment policy approved by the BoardBoard of Directors; (e) 3.3.5 incur any aggregate indebtedness in excess of $500,000 100,000 that is not already included in a budget approved by the BoardBoard of Directors, other than trade credit incurred in the ordinary course of business; (f) 3.3.6 otherwise enter into or be a party to any transaction with any stockholderdirector, director officer, or officer employee of the Company or any “associate” (as defined in Rule 12b-2 promulgated under the Exchange Act) of any such Personperson, except for transactions contemplated by this Agreement, the Series D Purchase Agreement and Series G Purchase Agreement, and the Purchase Agreement Employment Agreements; transactions resulting in payments to or by the Company in an aggregate amount less than $60,000 per year; or transactions (including agreements related to the compensation of the Company’s executive officers) made in the ordinary course of business and pursuant to reasonable requirements of the Company’s business and upon fair and reasonable terms that are approved by a majority of the disinterested members Board of Directors; 3.3.7 increase the compensation of the Boardexecutive officers, including approving the creation or amendment of any option plans under which grants or stock awards may be made to executive officers; (g) increase 3.3.8 change the shares of Common Stock reserved for issuance under the Company’s equity incentive plan or adopt any other equity incentive plan; (h) hire or terminate the chief executive officer; (i) enter into any corporate strategic relationship involving the payment, contribution, or assignment of money or assets which exceeds $5,000,000 in any single transaction or in the aggregate ten percent (10%) of the aggregate value principal business of the Company’s net assets on a consolidated basis in any consecutive twelve-month period, enter new lines of business, or exit the current line of business; (j) 3.3.9 sell, leaseassign, transferlicense, exclusively license pledge, or otherwise dispose of encumber material assets and/or technology or intellectual property of the Company or its subsidiariesproperty, in one or a series of related transactions, the aggregate value of which exceeds $5,000,000 in any single transaction or other than licenses granted in the aggregate ten percent (10%) ordinary course of the aggregate value of the Company’s net assets on a consolidated basis in any consecutive twelve-month period; (k) acquire (by merger or stock or asset purchase or otherwise) any Person, business or asset in one or a series of related transactions, the aggregate value of which exceeds $5,000,0000 in any such one or series of related transactions or in the aggregate ten percent (10%) of the aggregate value of the Company’s net assets on a consolidated basis in any consecutive twelve-month period; (l) make any material change in the business plan or business scope; (m) settle any material litigation, arbitration or legal disputes; (n) appoint or remove the Company’s auditor or change materially in accounting policies and standards, including financial year or tax year of the Company; (o) effect any single capital expenditure, the value of which exceeds $5,000,000 in any single transaction or in the aggregate ten percent (10%) of the aggregate value of the Company’s net assets in any fiscal year; or (p) enter into an agreement to do any of the foregoing. For purposes of this Section 5.4, the value of any net assets shall be the value as determined by the Company in good faith. Upon the request of any Investor, the Company shall provide such Investor with reasonable written documentation supporting the basis of such determination of value, and provide such Investor with reasonable access to the personnel, properties, books and records of the Company for the purpose of evaluating the foregoing determination. If such Investor raises any reasonable objections to the foregoing determination, the Company shall consider in good faith such objections and make such revisions to the final determination of value as may be mutually agreed between the Company and such Investor. Notwithstanding anything to the contrary in this Section 5.4, such approval of the Board or the Requisite Holders shall not be required with respect to actions contemplated by any agreements entered into between the Company and its stockholder(s) on or prior to the date hereofbusiness.

Matters Requiring Investor Director Approval. So long as either (x) the holders of Series A Preferred Stock are entitled to elect one or more Series A Directors or (y) the holders of the Series B Preferred Stock are entitled to elect one or more Series B Directorsa Preferred Director, the Company hereby covenants and agrees with each of the Investors that it shall not, nor shall it permit any subsidiary of the Company to, without approval of the BoardBoard of Directors, which approval must include the affirmative vote of a majority of the Preferred Directors (which majority shall include a and, in the case of clauses (i) and (j) below, each of the Preferred Directors elected by the holders of Series B Director), or the approval of the Requisite Holders:Preferred Stock): (a) make, or permit any subsidiary to make, any loan or advance to, or own any stock or other securities of, any subsidiary or other corporation, partnership, or other entity unless it is wholly owned by the Company; (b) make, or permit any subsidiary to make, any loan or advance to any Person, including, without limitation, any employee or director of the Company or any subsidiary, in excess of $100,000 (in the case of individuals) or $500,000 (in the case of Persons that are not individuals), except advances and similar expenditures in the ordinary course of business or under the terms of an employee stock or option plan approved by the BoardBoard of Directors; (c) guarantee, directly or indirectly, or permit any subsidiary to guarantee, directly or indirectly, any indebtedness of any third party, except for trade accounts of the Company or any subsidiary arising in the ordinary course of business; (d) make any investment inconsistent with any investment policy approved by the BoardBoard of Directors; (e) incur any aggregate indebtedness in excess change the principal business of $500,000 that is not already included in a budget approved by the BoardCompany, enter new lines of business, or exit the current line of business; (f) sell, assign, license, pledge, or encumber material technology or intellectual property, other than trade credit incurred licenses granted in the ordinary course of business; (fg) enter into establish or be a party to invest in any transaction with subsidiary or joint venture; acquire any stockholdercorporation, director partnership, or officer of the Company other entity (whether by stock or asset purchase, merger, consolidation or otherwise) or any “associate” (as defined in Rule 12b-2 promulgated under the Exchange Act) of any such Person, except for transactions contemplated by this Agreement and the Purchase Agreement equity or transactions (including agreements related to the compensation of the Company’s executive officers) made in the ordinary course of business upon fair and reasonable terms that are approved by a majority of the disinterested members of the Board; (g) increase the shares of Common Stock reserved for issuance under the Company’s equity incentive plan or adopt any other equity incentive plansecurities therein; (h) hire or terminate the chief executive officer; (i) enter into any corporate strategic or sponsored research relationship involving the payment, contribution, or assignment by the Company or to the Company of money or assets which exceeds greater than $5,000,000 in any single transaction or in the aggregate ten percent 250,000 and not otherwise contemplated by a Company’s then-current operating budget; (10%i) of the aggregate value of amend the Company’s net assets on Certificate of Incorporation or by-laws in a consolidated basis in any consecutive twelve-month period;way that shall alter or change the powers, preferences or special rights of the Series B Preferred Stock as to affect them adversely; or (j) sell, lease, transfer, exclusively license or otherwise dispose Increase the number of material assets and/or intellectual property authorized shares of the Company or its subsidiaries, in one or a series of related transactions, the aggregate value of which exceeds $5,000,000 in any single transaction or in the aggregate ten percent (10%) of the aggregate value of the Company’s net assets on a consolidated basis in any consecutive twelve-month period; (k) acquire (by merger or stock or asset purchase or otherwise) any Person, business or asset in one or a series of related transactions, the aggregate value of which exceeds $5,000,0000 in any such one or series of related transactions or in the aggregate ten percent (10%) of the aggregate value of the Company’s net assets on a consolidated basis in any consecutive twelve-month period; (l) make any material change in the business plan or business scope; (m) settle any material litigation, arbitration or legal disputes; (n) appoint or remove the Company’s auditor or change materially in accounting policies and standards, including financial year or tax year of the Company; (o) effect any single capital expenditure, the value of which exceeds $5,000,000 in any single transaction or in the aggregate ten percent (10%) of the aggregate value of the Company’s net assets in any fiscal year; or (p) enter into an agreement to do any of the foregoing. For purposes of this Section 5.4, the value of any net assets shall be the value as determined by the Company in good faith. Upon the request of any Investor, the Company shall provide such Investor with reasonable written documentation supporting the basis of such determination of value, and provide such Investor with reasonable access to the personnel, properties, books and records of the Company for the purpose of evaluating the foregoing determination. If such Investor raises any reasonable objections to the foregoing determination, the Company shall consider in good faith such objections and make such revisions to the final determination of value as may be mutually agreed between the Company and such Investor. Notwithstanding anything to the contrary in this Section 5.4, such approval of the Board or the Requisite Holders shall not be required with respect to actions contemplated by any agreements entered into between the Company and its stockholder(s) on or prior to the date hereofSeries B Preferred Stock.

Matters Requiring Investor Director Approval. So long as either (x) the holders of Series A Preferred Stock are entitled to elect one or more Series A Directors or (y) the holders of the Series B a Preferred Stock are entitled to elect one or more Series B DirectorsDirector, the Company hereby covenants and agrees with each of the Investors that it shall not, nor shall it permit any subsidiary of the Company to, without approval of the BoardBoard of Directors, which approval must include the affirmative vote of a majority both of the Preferred Directors (which majority shall include a Series B Director), or the approval of the Requisite HoldersDirectors: (a) incur any aggregate indebtedness in excess of $100,000; (b) make, or permit any subsidiary to make, any loan or advance to, or own any stock or other securities of, any subsidiary or other corporation, partnership, or other entity unless it is wholly owned by the Company; (bc) make, or permit any subsidiary to make, any loan or advance to any Person, including, without limitation, any employee or director of the Company or any subsidiary, in excess of $100,000 (in the case of individuals) or $500,000 (in the case of Persons that are not individuals), except advances and similar expenditures in the ordinary course of business or under the terms of an employee stock or option plan approved by the BoardBoard of Directors; (cd) guarantee, directly or indirectly, or permit any subsidiary to guarantee, directly or indirectly, any indebtedness of any third party, except for trade accounts of the Company or any subsidiary arising in the ordinary course of business; (de) make any investment inconsistent with any investment policy approved by the Board; (e) incur any aggregate indebtedness capital expenditures in excess of $500,000 100,000 that is are not already included in a budget approved by the BoardBoard of Directors, other than trade credit incurred in the ordinary course of business; (f) otherwise enter into or be a party to any transaction with any stockholderdirector, director officer, or officer employee of the Company or any “associate” (as defined in Rule 12b-2 promulgated under the Exchange Act) of any such Person, except for transactions contemplated by this Agreement and the Purchase Agreement Agreement; transactions resulting in payments to or by the Company in an aggregate amount less than $60,000 per year; or transactions (including agreements related to the compensation of the Company’s executive officers) made in the ordinary course of business and pursuant to reasonable requirements of the Company’s business and upon fair and reasonable terms that are approved by a majority of the disinterested members Board of the BoardDirectors; (g) grant any stock option or stock equivalent providing for vesting provisions that differ from the Company’s standard vesting schedule or acceleration of vesting upon a change of control of the Company, sale of all or substantially all assets of the Company, termination or similar event; (h) increase the number of shares of Common Stock reserved for issuance under the Company’s equity incentive plan or adopt any other equity incentive plan; (h) hire or terminate the chief executive officerplans; (i) enter into create any corporate strategic relationship involving the payment, contribution, or assignment of money or assets which exceeds $5,000,000 in any single transaction or in the aggregate ten percent (10%) committee of the aggregate value Board of the Company’s net assets on a consolidated basis in any consecutive twelve-month periodDirectors; (j) sellacquire any corporation, leasepartnership or other entity (whether by stock or asset purchase, transfermerger, exclusively license consolidation or otherwise dispose of material assets and/or intellectual property of the Company or its subsidiaries, in one or a series of related transactions, the aggregate value of which exceeds $5,000,000 in any single transaction or in the aggregate ten percent (10%) of the aggregate value of the Company’s net assets on a consolidated basis in any consecutive twelve-month periodotherwise); (k) acquire (by merger sell, assign, license, pledge, or stock encumber material technology or asset purchase or otherwise) any Personintellectual property, business or asset in one or a series of related transactions, the aggregate value of which exceeds $5,000,0000 in any such one or series of related transactions or other than licenses granted in the aggregate ten percent (10%) ordinary course of the aggregate value of the Company’s net assets on a consolidated basis in any consecutive twelve-month period;business; or (l) make establish or invest in any material change in the business plan subsidiary or business scopejoint venture; (m) settle any material litigation, arbitration or legal disputeschange the Company’s independent accountants; (n) appoint or remove approve the Company’s auditor or change materially in accounting policies annual operating and standards, including financial year or tax year capital budgets of the Company; (o) effect any single capital expenditure, materially change the value of which exceeds $5,000,000 in any single transaction or in the aggregate ten percent (10%) principal business of the aggregate value Company or enter material new lines of business; (p) change the location of the Company’s net assets executive office; (q) grant any salaries for new or existing employees in any fiscal excess of $200,000 per year; or (pr) enter into an agreement to do any of hire or terminate the foregoing. For purposes of this Section 5.4, senior executive officers or materially change the value compensation of any net assets shall be the value as determined by the Company in good faith. Upon the request of any Investor, the Company shall provide such Investor with reasonable written documentation supporting the basis of such determination of value, and provide such Investor with reasonable access to the personnel, properties, books and records of the Company for the purpose of evaluating the foregoing determination. If such Investor raises any reasonable objections to the foregoing determination, the Company shall consider in good faith such objections and make such revisions to the final determination of value as may be mutually agreed between the Company and such Investor. Notwithstanding anything to the contrary in this Section 5.4, such approval of the Board or the Requisite Holders shall not be required with respect to actions contemplated by any agreements entered into between the Company and its stockholder(s) on or prior to the date hereofsenior executive officers.

Matters Requiring Investor Director Approval. So long as either (x) the holders of Series A Preferred Stock are entitled entitled, exclusively as a separate class, to elect one or more Series A Directors or (y) the holders of the Series B Preferred Stock are entitled to elect one or more Series B Directors, the Company hereby covenants and agrees with each of the Investors that it shall not, nor shall it permit any subsidiary of the Company to, without approval of the BoardBoard of Directors, which approval must include the affirmative vote of a majority of the Preferred Directors (which majority shall include a Series B Director), or the approval of the Requisite Holders: (a) make, or permit any subsidiary to make, any loan or advance to, or own any stock or other securities of, any subsidiary or other corporation, partnership, or other entity unless it is wholly owned by the Company; (b) make, or permit any subsidiary to make, any loan or advance to any Person, including, without limitation, any employee or director of the Company or any subsidiary, in excess of $100,000 (in the case of individuals) or $500,000 (in the case of Persons that are not individuals), except advances and similar expenditures in the ordinary course of business or under the terms of an employee stock or option plan approved by the BoardBoard of Directors; (c) guarantee, directly or indirectly, or permit any subsidiary to guarantee, directly or indirectly, any indebtedness of any third party, except for trade accounts of the Company or any subsidiary arising in the ordinary course of business; (d) make any investment inconsistent with any investment policy approved by the BoardBoard of Directors; (e) incur any aggregate indebtedness in excess of $500,000 250,000 that is not already included in a budget approved by the BoardBoard of Directors, other than trade credit incurred in the ordinary course of business; (f) otherwise enter into or be a party to any transaction with any stockholderdirector, director officer, or officer employee of the Company or any “associate” (as defined in Rule 12b-2 promulgated under the Exchange Act) of any such Person, except for transactions (i) contemplated by this Agreement and the Purchase Agreement Agreement; (ii) resulting in payments to or transactions by the Company in amounts less than $100,000 per year; or (including agreements related to the compensation of the Company’s executive officersiii) made in the ordinary course of business, pursuant to the reasonable requirements of the Company’s business and upon fair and reasonable terms that are approved by a majority of the disinterested members directors of the BoardBoard of Directors; (g) increase hire, terminate, or change the shares compensation of Common Stock reserved for issuance under any director or executive officer of the Company’s equity incentive plan , including approving or adopt amending the terms of any option grants, stock awards or other equity incentive planequity-based compensation to directors or executive officers; (h) hire grant or terminate amend the chief executive officerterms of any stock options, stock awards or other equity-based compensation to any employee or consultant of the Company; (i) change the principal business of the Company, enter new lines of business, or exit the current line of business; (j) sell, assign, license, pledge, or encumber material technology or intellectual property, other than licenses granted in the ordinary course of business; (k) enter into any agreement for the in-license of any material technology or intellectual property; or (l) enter into any corporate strategic relationship involving the payment, contribution, payment contribution or assignment of money or assets which exceeds $5,000,000 in any single transaction or in the aggregate ten percent (10%) of the aggregate value of the Company’s net assets on a consolidated basis in any consecutive twelve-month period; (j) sell, lease, transfer, exclusively license or otherwise dispose of material assets and/or intellectual property of by the Company or its subsidiaries, to the Company of assets with a value in one or a series excess of related transactions, the aggregate value of which exceeds $5,000,000 in any single transaction or in the aggregate ten percent (10%) of the aggregate value of the Company’s net assets on a consolidated basis in any consecutive twelve-month period; (k) acquire (by merger or stock or asset purchase or otherwise) any Person, business or asset in one or a series of related transactions, the aggregate value of which exceeds $5,000,0000 in any such one or series of related transactions or in the aggregate ten percent (10%) of the aggregate value of the Company’s net assets on a consolidated basis in any consecutive twelve-month period; (l) make any material change in the business plan or business scope;250,000; or (m) settle any material litigationamend the Series E Preferred Stock Purchase Agreement, arbitration or legal disputes; (n) appoint or remove the Company’s auditor or change materially in accounting policies dated as of November 30, 2018, by and standards, including financial year or tax year of the Company; (o) effect any single capital expenditure, the value of which exceeds $5,000,000 in any single transaction or in the aggregate ten percent (10%) of the aggregate value of the Company’s net assets in any fiscal year; or (p) enter into an agreement to do any of the foregoing. For purposes of this Section 5.4, the value of any net assets shall be the value as determined by the Company in good faith. Upon the request of any Investor, the Company shall provide such Investor with reasonable written documentation supporting the basis of such determination of value, and provide such Investor with reasonable access to the personnel, properties, books and records of the Company for the purpose of evaluating the foregoing determination. If such Investor raises any reasonable objections to the foregoing determination, the Company shall consider in good faith such objections and make such revisions to the final determination of value as may be mutually agreed between among the Company and such Investor. Notwithstanding anything to the contrary in this Section 5.4, such approval certain of the Board or the Requisite Holders shall not be required with respect to actions contemplated by any agreements entered into between the Company and its stockholder(s) on or prior to the date hereofInvestors listed therein as Purchasers.

Matters Requiring Investor Director Approval. So long as either (x) the holders of Series A Preferred Stock are entitled to elect one or more Series A Directors or (y) the holders of the Series B a Preferred Stock are entitled to elect one or more Series B DirectorsDirector, the Company hereby covenants and agrees with each of the Investors that it shall not, nor shall it permit any subsidiary of without the Company to, without approval of the BoardBoard of Directors, which such approval must to include the affirmative vote approval of a majority each of the Preferred Directors (which majority shall include a Series B Director), or the approval of the Requisite Holdersthen in office: (a) make, or permit any subsidiary to make, any loan or advance to, or own any stock or other securities of, any subsidiary or other corporation, partnership, or other entity unless it is wholly owned by the Company; (b) make, or permit any subsidiary to make, any loan or advance to any Personperson, including, without limitation, any employee or director of the Company or any subsidiary, in excess of $100,000 (in the case of individuals) or $500,000 (in the case of Persons that are not individuals), except advances and similar expenditures in the ordinary course of business or under the terms of an a employee stock or option plan approved by the BoardBoard of Directors, such approval to include the approval of each of the then in office Preferred Directors; (b) make any investment, through the direct or indirect holding of securities or otherwise, other than investments in prime commercial paper, money market funds, certificates of deposit in any United States bank having a net worth in excess of $100,000,000 or obligations issued or guaranteed by the United States of America, in each case having a maturity not in excess of two years; (c) guarantee, directly or indirectly, or permit any subsidiary to guarantee, directly or indirectly, any indebtedness of any third party, except for trade accounts of the Company or any subsidiary arising in the ordinary course of business; (d) make any investment inconsistent with any investment policy approved by the Board; (e) incur any aggregate indebtedness in excess of $500,000 that is not already included in a budget approved by the Board100,000, other than trade credit incurred in the ordinary course of business; (fd) enter into or be a party to adopt any transaction with any stockholderplan, director or officer agreements, arrangements for the awarding of the Company bonuses, stock, options or any “associate” equity incentive; (as defined in Rule 12b-2 promulgated under e) change the Exchange Act) of any such Person, except for transactions contemplated by this Agreement and the Purchase Agreement or transactions (including agreements related to the compensation principal business of the Company’s executive officers, enter new lines of business, or exit the current line of business; (f) made sell, transfer, license, pledge or encumber material technology or intellectual property, other than licenses granted in the ordinary course of business upon fair and reasonable terms that are approved by a majority of the disinterested members of the Board;business; or (g) increase enter into material agreements affecting the shares Company right to compete, including, without limitation, the Company’s granting of Common Stock reserved exclusive licenses or exclusive dealing, the Company’s agreement not to compete or the Company’s granting of most-favored customer or most-favored vendor status; (h) enter into any commercial arrangements with a party related to the Company’s directors, officers, employees or stockholders except on such terms that would be available on an arms’-length basis from an unrelated third party; (i) open internal accounts or lines of credit for issuance under the personal benefit of any of the Company’s directors, officers, employees or stockholders (other than in connection with any obligations owing to such person in respect of his or her right to indemnity; (j) establish or change the Company’s car policy; (k) select or dismiss the Company’s auditor other than for gross malfeasance; or (l) make any change to the Company’s equity incentive plan (including increasing the number of shares available for issuance thereunder) or adopt any other equity incentive plan; (h) hire or terminate alter the chief executive officer; (i) enter into any corporate strategic relationship involving the payment, contribution, or assignment of money or assets which exceeds $5,000,000 in any single transaction or in the aggregate ten percent (10%) of the aggregate value of the Company’s net assets on a consolidated basis in any consecutive twelve-month period; (j) sell, lease, transfer, exclusively license or otherwise dispose of material assets and/or intellectual property of the Company or its subsidiaries, in one or a series of related transactions, the aggregate value of which exceeds $5,000,000 in any single transaction or in the aggregate ten percent (10%) of the aggregate value of the Company’s net assets on a consolidated basis in any consecutive twelve-month period; (k) acquire (by merger or stock or asset purchase or otherwise) any Person, business or asset in one or a series of related transactions, the aggregate value of which exceeds $5,000,0000 in any such one or series of related transactions or in the aggregate ten percent (10%) of the aggregate value of the Company’s net assets on a consolidated basis in any consecutive twelve-month period; (l) make any material change in the business plan or business scope; (m) settle any material litigation, arbitration or legal disputes; (n) appoint or remove the Company’s auditor or change materially in accounting policies and standards, including financial year or tax year of the Company; (o) effect any single capital expenditure, the value of which exceeds $5,000,000 in any single transaction or in the aggregate ten percent (10%) of the aggregate value of the Company’s net assets in any fiscal year; or (p) enter into an agreement to do any of the foregoing. For purposes of this Section 5.4, the value vesting schedule of any net assets shall be the value as determined stock option grant otherwise previously approved by the Company in good faith. Upon the request of any Investor, the Company shall provide such Investor with reasonable written documentation supporting the basis of such determination of value, and provide such Investor with reasonable access to the personnel, properties, books and records of the Company for the purpose of evaluating the foregoing determination. If such Investor raises any reasonable objections to the foregoing determination, the Company shall consider in good faith such objections and make such revisions to the final determination of value as may be mutually agreed between the Company and such Investor. Notwithstanding anything to the contrary in this Section 5.4, such approval of the Board or the Requisite Holders shall not be required with respect to actions contemplated by any agreements entered into between the Company and its stockholder(s) on or prior to the date hereofBoard.

Matters Requiring Investor Director Approval. So long as either (x) the holders of Series A the Company’s Preferred Stock are entitled to elect at least one or more Series A Directors or (y) the holders of the Series B Preferred Stock are entitled to elect one or more Series B DirectorsDirector, the Company hereby covenants and agrees with each of the Investors that it shall not, nor shall it permit any subsidiary of the Company to, without approval of the BoardBoard of Directors, which approval must include the affirmative vote of at least a majority of the Preferred Non-Common Directors (which majority shall include a Series B Director), or then serving on the approval Board of the Requisite HoldersDirectors: (a) make, or permit any subsidiary to make, any loan or advance to, or own any stock or other securities of, any subsidiary or other corporation, partnership, or other entity unless it is wholly owned by the Company; (b) make, or permit any subsidiary to make, any loan or advance to any Person, including, without limitation, any employee or director of the Company or any subsidiary, in excess of $100,000 (in the case of individuals) or $500,000 (in the case of Persons that are not individuals), except advances and similar expenditures in the ordinary course of business or under the terms of an employee stock or option plan approved by the BoardBoard of Directors; (c) guarantee, directly or indirectly, or permit any subsidiary to guarantee, directly or indirectly, any indebtedness of any third party, except for trade accounts of the Company or any subsidiary arising in the ordinary course of business; (d) make any investment inconsistent with any investment policy approved by the Board; (e) incur any aggregate indebtedness in excess of $500,000 50,000 that is not already included in a budget approved by the BoardBoard of Directors, including a majority of the Non-Common Directors then serving on the Board of Directors, other than trade credit incurred in the ordinary course of business; (fe) otherwise enter into or be a party to any transaction with any stockholderdirector, director officer, or officer employee of the Company or any “associate” (as defined in Rule 12b-2 promulgated under the Exchange Act) of any such Person, except for transactions contemplated by this Agreement and including, without limitation, any “management bonus” or similar plan providing payments to employees in connection with a Deemed Liquidation Event, as such term is defined in the Purchase Agreement Certificate of Incorporation; (f) hire, terminate, or transactions (including agreements related to change the compensation of the executive officers of the Company’s , including approving any option grants or stock awards to such executive officers; (g) made change the principal business of the Company, enter new lines of business, or exit the current line of business; (h) sell, assign, license, pledge, or encumber material technology or intellectual property, other than licenses granted in the ordinary course of business upon fair and reasonable terms that are approved by a majority of the disinterested members of the Board; (g) increase the shares of Common Stock reserved for issuance under the Company’s equity incentive plan or adopt any other equity incentive plan; (h) hire or terminate the chief executive officer;business; or (i) enter into any corporate strategic relationship involving the payment, contribution, or assignment by the Company or to the Company of money or assets which exceeds greater than $5,000,000 in any single transaction or in the aggregate ten percent (10%) of the aggregate value of the Company’s net assets on a consolidated basis in any consecutive twelve-month period; (j) sell, lease, transfer, exclusively license or otherwise dispose of material assets and/or intellectual property of the Company or its subsidiaries, in one or a series of related transactions, the aggregate value of which exceeds $5,000,000 in any single transaction or in the aggregate ten percent (10%) of the aggregate value of the Company’s net assets on a consolidated basis in any consecutive twelve-month period; (k) acquire (by merger or stock or asset purchase or otherwise) any Person, business or asset in one or a series of related transactions, the aggregate value of which exceeds $5,000,0000 in any such one or series of related transactions or in the aggregate ten percent (10%) of the aggregate value of the Company’s net assets on a consolidated basis in any consecutive twelve-month period; (l) make any material change in the business plan or business scope; (m) settle any material litigation, arbitration or legal disputes; (n) appoint or remove the Company’s auditor or change materially in accounting policies and standards, including financial year or tax year of the Company; (o) effect any single capital expenditure, the value of which exceeds $5,000,000 in any single transaction or in the aggregate ten percent (10%) of the aggregate value of the Company’s net assets in any fiscal year; or (p) enter into an agreement to do any of the foregoing. For purposes of this Section 5.4, the value of any net assets shall be the value as determined by the Company in good faith. Upon the request of any Investor, the Company shall provide such Investor with reasonable written documentation supporting the basis of such determination of value, and provide such Investor with reasonable access to the personnel, properties, books and records of the Company for the purpose of evaluating the foregoing determination. If such Investor raises any reasonable objections to the foregoing determination, the Company shall consider in good faith such objections and make such revisions to the final determination of value as may be mutually agreed between the Company and such Investor. Notwithstanding anything to the contrary in this Section 5.4, such approval of the Board or the Requisite Holders shall not be required with respect to actions contemplated by any agreements entered into between the Company and its stockholder(s) on or prior to the date hereof100,000.

Matters Requiring Investor Director Approval. So long as either (x) the holders of Series A Preferred Stock are entitled to elect at least one (1) or more Series A Directors or (y) the holders of the Series B Preferred Stock are entitled to elect one or more Series B Directors, the Company hereby covenants and agrees with each of the Investors that it shall not, nor shall it permit any subsidiary Affiliate of the Company to, without approval of the BoardBoard (or any committee thereof), which approval must include the affirmative vote of a majority at least three (3) of the Preferred Directors (which majority Directors, provided, that, any approval by a duly elected committee of the Board shall include a Series B Director), or only require the approval of at least two (2) of the Requisite HoldersPreferred Directors: (a) make, or permit any subsidiary to make, any loan or advance to, or own any stock or other securities of, any subsidiary or other corporation, partnership, or other entity unless it is wholly owned by the Company; (b) make, or permit any subsidiary to make, any loan or advance to any Person, including, without limitation, any employee or director of the Company or any subsidiary, in excess of $100,000 (in the case of individuals) or $500,000 (in the case of Persons that are not individuals), except advances and similar expenditures in the ordinary course of business or under the terms of an employee stock or option plan approved by the Board; (c) guarantee, directly or indirectly, or permit any subsidiary to guarantee, directly or indirectly, any indebtedness of any third partyindebtedness, except for trade accounts of the Company or any subsidiary arising in the ordinary course of business; (d) make any investment inconsistent with any investment policy approved by the Board; (e) incur any aggregate indebtedness or liability or undertake any transaction or expenditure in excess of $500,000 that is not already included in a budget approved by the Board, other than trade credit incurred in the ordinary course of business; (f) otherwise enter into or be a party to any transaction with any stockholderdirector, director officer or officer employee of the Company or any “associate” (as defined in Rule 12b-2 promulgated under the Exchange Act) of any such Person, including without limitation any “management bonus” or similar plan providing payments to employees in connection with a Deemed Liquidation Event, except for transactions contemplated by this Agreement and the Purchase Agreement or transactions (including agreements related to the compensation of the Company’s executive officers) made Agreement, except for expense reimbursement in the ordinary course of business upon fair and reasonable terms that are approved for other transactions resulting in payments to or by a majority of the disinterested members of the BoardCompany in an amount less than $10,000; (g) increase hire, terminate, or change the shares compensation of Common Stock reserved for issuance under the executive officers, including approving any option grants or stock awards to the executive officers; (h) change the principal business of the Company, enter new lines of business, or exit the current lines of business; (i) sell, assign, license, pledge or encumber material technology or intellectual property, other than licenses granted in the ordinary course of business; (j) hire, terminate or amend the terms of engagement of any financial advisors, investment bankers or underwriters (other than financial advisors assisting with cash management and similar treasury-related matters only); (k) amend the accounting policies previously adopted or change the financial year of the Company; (l) appoint or change the Company’s equity incentive plan auditors; (m) enter into an agreement with any senior level officer or adopt any employee providing for total annual compensation greater than or equal to $300,000; (n) acquire a substantial portion of the assets or business of another company or entity (whether by merger, share purchase or asset acquisition) or any other acquisition of material assets; (o) amend the Company’s 2017 Equity Incentive Plan or enter into a similar equity incentive plan; (hp) hire adopt or terminate amend the chief executive officer;Budget; or (iq) enter into any corporate strategic relationship involving the payment, contribution, contribution or assignment by the Company or to the Company of money or assets which exceeds greater than $5,000,000 in any single transaction or in the aggregate ten percent (10%) of the aggregate value of the Company’s net assets on a consolidated basis in any consecutive twelve-month period; (j) sell, lease, transfer, exclusively license or otherwise dispose of material assets and/or intellectual property of the Company or its subsidiaries, in one or a series of related transactions, the aggregate value of which exceeds $5,000,000 in any single transaction or in the aggregate ten percent (10%) of the aggregate value of the Company’s net assets on a consolidated basis in any consecutive twelve-month period; (k) acquire (by merger or stock or asset purchase or otherwise) any Person, business or asset in one or a series of related transactions, the aggregate value of which exceeds $5,000,0000 in any such one or series of related transactions or in the aggregate ten percent (10%) of the aggregate value of the Company’s net assets on a consolidated basis in any consecutive twelve-month period; (l) make any material change in the business plan or business scope; (m) settle any material litigation, arbitration or legal disputes; (n) appoint or remove the Company’s auditor or change materially in accounting policies and standards, including financial year or tax year of the Company; (o) effect any single capital expenditure, the value of which exceeds $5,000,000 in any single transaction or in the aggregate ten percent (10%) of the aggregate value of the Company’s net assets in any fiscal year; or (p) enter into an agreement to do any of the foregoing. For purposes of this Section 5.4, the value of any net assets shall be the value as determined by the Company in good faith. Upon the request of any Investor, the Company shall provide such Investor with reasonable written documentation supporting the basis of such determination of value, and provide such Investor with reasonable access to the personnel, properties, books and records of the Company for the purpose of evaluating the foregoing determination. If such Investor raises any reasonable objections to the foregoing determination, the Company shall consider in good faith such objections and make such revisions to the final determination of value as may be mutually agreed between the Company and such Investor. Notwithstanding anything to the contrary in this Section 5.4, such approval of the Board or the Requisite Holders shall not be required with respect to actions contemplated by any agreements entered into between the Company and its stockholder(s) on or prior to the date hereof500,000.

Matters Requiring Investor Director Approval. So long as either (x) the holders of Series A Preferred Stock are entitled to elect one or more Series A Directors or (y) the holders of the Series B Preferred Stock are entitled to elect one or more Series B Directors, the Company hereby covenants and agrees with each of the Investors that it shall not, nor shall it permit any subsidiary of the Company to, without approval of the BoardBoard of Directors, which approval must include the affirmative vote of a majority of the Preferred Directors (which majority shall include a Series B Director), or the approval of the Requisite HoldersDirectors: (a) make, or permit any subsidiary to make, any loan or advance to, or own any stock or other securities of, any subsidiary or other corporation, partnership, or other entity unless it is wholly owned by the Company; (b) make, or permit any subsidiary to make, any loan or advance to any Person, including, without limitation, any employee or director of the Company or any subsidiary, in excess of $100,000 (in the case of individuals) or $500,000 (in the case of Persons that are not individuals), except advances and similar expenditures in the ordinary course of business or under the terms of an employee stock or option plan approved by the BoardBoard of Directors, including a majority of the Preferred Directors; (c) guarantee, directly or indirectly, or permit any subsidiary to guarantee, directly or indirectly, any indebtedness of any third party, except for trade accounts of the Company or any subsidiary arising in the ordinary course of business; (d) make any investment inconsistent with any investment policy approved by the BoardBoard of Directors, including a majority of the Preferred Directors; (e) incur any aggregate indebtedness in excess of $500,000 200,000 that is not already included in a budget approved by the BoardBoard of Directors, including a majority of the Preferred Directors, other than trade credit incurred in the ordinary course of business; (f) otherwise enter into or be a party to any transaction with any stockholderdirector, director officer, or officer employee of the Company or any “associate” (as defined in Rule 12b-2 promulgated under the Exchange Act) of any such Person, including without limitation any “management bonus” or similar plan providing payments to employees in connection with a Deemed Liquidation Event, as such term is defined in the Restated Certificate, except for transactions contemplated by this Agreement and the Purchase Agreement Agreement; transactions resulting in payments to or by the Company in an aggregate amount less than $120,000 per year; or transactions (including agreements related to the compensation of the Company’s executive officers) made in the ordinary course of business and pursuant to reasonable requirements of the Company’s business and upon fair and reasonable terms that are approved by a majority of the disinterested members Board of Directors, including a majority of the BoardPreferred Directors; (g) increase hire, terminate, or change the shares compensation of Common Stock reserved for issuance under the Company’s equity incentive plan executive officers, including approving any option grants or adopt any other equity incentive planstock awards to executive officers; (h) hire change the principal business of the Company, enter new lines of business, or terminate exit the chief executive officercurrent line of business; (i) sell, assign, license, pledge, or encumber material technology or intellectual property, other than licenses granted in the ordinary course of business; (j) enter into any corporate strategic relationship involving the payment, contribution, or assignment by the Company or to the Company of money or assets which exceeds greater than $5,000,000 in any single transaction or in the aggregate ten percent (10%) of the aggregate value of the Company’s net assets on a consolidated basis in any consecutive twelve-month period; (j) sell, lease, transfer, exclusively license or otherwise dispose of material assets and/or intellectual property of the Company or its subsidiaries, in one or a series of related transactions, the aggregate value of which exceeds $5,000,000 in any single transaction or in the aggregate ten percent (10%) of the aggregate value of the Company’s net assets on a consolidated basis in any consecutive twelve-month period;200,000; or (k) acquire (by merger or stock or asset purchase or otherwise) any Person, business or asset in one or a series of related transactions, the aggregate value of which exceeds $5,000,0000 in any such one or series of related transactions or in the aggregate ten percent (10%) of the aggregate value of the Company’s net assets on a consolidated basis in any consecutive twelve-month period; (l) make any material change in the business plan or business scope; (m) settle any material litigationinvestments in, arbitration or legal disputes; (n) appoint or remove the Company’s auditor or change materially in accounting policies and standards, including financial year or tax year of the Company; (o) effect any single capital expenditure, the value of which exceeds $5,000,000 in any single transaction or in the aggregate ten percent (10%) of the aggregate value of the Company’s net assets in any fiscal year; or (p) enter into an agreement to do a joint venture with, or acquire any of the foregoing. For purposes of this Section 5.4other corporation, the value of any net assets shall be the value as determined by the Company in good faith. Upon the request of any Investor, the Company shall provide such Investor with reasonable written documentation supporting the basis of such determination of value, and provide such Investor with reasonable access to the personnel, properties, books and records of the Company for the purpose of evaluating the foregoing determination. If such Investor raises any reasonable objections to the foregoing determination, the Company shall consider in good faith such objections and make such revisions to the final determination of value as may be mutually agreed between the Company and such Investor. Notwithstanding anything to the contrary in this Section 5.4, such approval of the Board partnership or the Requisite Holders shall not be required with respect to actions contemplated by any agreements entered into between the Company and its stockholder(s) on or prior to the date hereofother entity.

Matters Requiring Investor Director Approval. So long as either (x) the holders of Series A Preferred Stock are entitled to elect one or more Series A Directors or (y) the holders of the Series B Preferred Stock are entitled to elect one or more Series B Directors, the Company hereby covenants and agrees with each of the Investors that it shall not, nor shall it permit any subsidiary of the Company to, without approval of the BoardBoard of Directors, which approval must include the affirmative vote of a majority two of the Preferred Directors (which majority shall include a Series B Director)or, or the approval if fewer, such number of the Requisite Holders:Preferred Directors as there are then serving): (a) make, or permit any subsidiary to make, any loan or advance to, or own any stock or other securities of, any subsidiary or other corporation, partnership, or other entity unless it is wholly owned by the Company; (b) make, or permit any subsidiary to make, any loan or advance to any Person, including, without limitation, any employee or director of the Company or any subsidiary, in excess of $100,000 (in the case of individuals) or $500,000 (in the case of Persons that are not individuals), except advances and similar expenditures in the ordinary course of business or under the terms of an employee stock or option plan approved by the BoardBoard of Directors; (c) guarantee, directly or indirectly, or permit any subsidiary to guarantee, directly or indirectly, any indebtedness of any third party, except for trade accounts of the Company or any subsidiary arising in the ordinary course of business; (d) make any investment inconsistent with any investment policy approved by the BoardBoard of Directors; (e) incur any aggregate indebtedness in excess of $500,000 100,000 that is not already included in a budget approved by the BoardBoard of Directors, other than trade credit incurred in the ordinary course of business; (f) otherwise enter into or be a party to any transaction with any stockholderdirector, director officer, or officer employee of the Company or any “associate” (as defined in Rule 12b-2 promulgated under the Exchange Act) of any such Person, including without limitation any “management bonus” or similar plan providing payments to employees in connection with a Deemed Liquidation Event, as such term is defined in the Certificate of Incorporation, except for transactions contemplated by this Agreement and the Purchase Agreement Agreement; transactions resulting in payments to or by the Company in an aggregate amount less than $100,000 per year; or transactions (including agreements related to the compensation of the Company’s executive officers) made in the ordinary course of business and pursuant to reasonable requirements of the Company’s business and upon fair and reasonable terms that are approved by a majority of the disinterested members Board of the BoardDirectors; (g) increase hire, terminate, or change the shares compensation of Common Stock reserved for issuance under the Company’s equity incentive plan executive officers, including approving any option grants or adopt any other equity incentive planstock awards to executive officers; (h) hire change the principal business of the Company, enter new lines of business, or terminate exit the chief executive officercurrent line of business; (i) sell, assign, license, pledge, or encumber material technology or intellectual property, other than licenses granted in the ordinary course of business; or (j) enter into any corporate strategic relationship involving the payment, contribution, or assignment by the Company or to the Company of money or assets which exceeds greater than $5,000,000 in any single transaction or in the aggregate ten percent (10%) of the aggregate value of the Company’s net assets on a consolidated basis in any consecutive twelve-month period; (j) sell, lease, transfer, exclusively license or otherwise dispose of material assets and/or intellectual property of the Company or its subsidiaries, in one or a series of related transactions, the aggregate value of which exceeds $5,000,000 in any single transaction or in the aggregate ten percent (10%) of the aggregate value of the Company’s net assets on a consolidated basis in any consecutive twelve-month period; (k) acquire (by merger or stock or asset purchase or otherwise) any Person, business or asset in one or a series of related transactions, the aggregate value of which exceeds $5,000,0000 in any such one or series of related transactions or in the aggregate ten percent (10%) of the aggregate value of the Company’s net assets on a consolidated basis in any consecutive twelve-month period; (l) make any material change in the business plan or business scope; (m) settle any material litigation, arbitration or legal disputes; (n) appoint or remove the Company’s auditor or change materially in accounting policies and standards, including financial year or tax year of the Company; (o) effect any single capital expenditure, the value of which exceeds $5,000,000 in any single transaction or in the aggregate ten percent (10%) of the aggregate value of the Company’s net assets in any fiscal year; or (p) enter into an agreement to do any of the foregoing. For purposes of this Section 5.4, the value of any net assets shall be the value as determined by the Company in good faith. Upon the request of any Investor, the Company shall provide such Investor with reasonable written documentation supporting the basis of such determination of value, and provide such Investor with reasonable access to the personnel, properties, books and records of the Company for the purpose of evaluating the foregoing determination. If such Investor raises any reasonable objections to the foregoing determination, the Company shall consider in good faith such objections and make such revisions to the final determination of value as may be mutually agreed between the Company and such Investor. Notwithstanding anything to the contrary in this Section 5.4, such approval of the Board or the Requisite Holders shall not be required with respect to actions contemplated by any agreements entered into between the Company and its stockholder(s) on or prior to the date hereof100,000.

Matters Requiring Investor Director Approval. So long as either (x) the holders of Series A Preferred Stock are entitled to elect one or more Series A Directors or a Preferred Director (y) as defined in the holders of the Series B Preferred Stock are entitled to elect one or more Series B DirectorsRestated Certificate), the Company hereby covenants and agrees with each of the Investors that it shall not, nor shall it permit any subsidiary of the Company to, without approval of the BoardBoard of Directors, which approval must include the affirmative vote of a majority of the Preferred Directors (which majority shall include a Series B Director), or the approval of the Requisite HoldersDirectors: (a) make, or permit any subsidiary to make, any loan or advance to, or own any stock or other securities of, any subsidiary or other corporation, partnership, or other entity unless it is wholly owned by the Company; (b) make, or permit any subsidiary to make, any loan or advance to any Person, including, without limitation, any employee or director of the Company or any subsidiary, in excess of $100,000 (in the case of individuals) or $500,000 (in the case of Persons that are not individuals), except advances and similar expenditures in the ordinary course of business or under the terms of an employee stock or option plan approved by the BoardBoard of Directors; (c) guarantee, directly or indirectly, or permit any subsidiary to guarantee, directly or indirectly, any indebtedness of any third party, except for trade accounts of the Company or any subsidiary arising in the ordinary course of business; (d) make any investment inconsistent with any investment policy approved by the BoardBoard of Directors; (e) incur any aggregate indebtedness in excess of $500,000 250,000 that is not already included in a budget approved by the BoardBoard of Directors, other than trade credit incurred in the ordinary course of business; (f) otherwise enter into or be a party to any transaction with any stockholderdirector, director officer, or officer employee of the Company or any “associate” (as defined in Rule 12b-2 promulgated under the Exchange Act) of any such Person, except for transactions contemplated by this Agreement and the Purchase Agreement Agreement; (g) hire, terminate, or transactions (including agreements related to change the compensation of the Company’s executive officers, including approving any option grants or stock awards to executive officers; (h) made change the principal business of the Company, enter new lines of business, or exit the current line of business; (i) sell, assign, license, pledge, or encumber material technology or intellectual property, other than licenses granted in the ordinary course of business upon fair and reasonable terms that are approved by a majority of the disinterested members of the Board;business; or (g) increase the shares of Common Stock reserved for issuance under the Company’s equity incentive plan or adopt any other equity incentive plan; (h) hire or terminate the chief executive officer; (ij) enter into any corporate strategic relationship involving the payment, contribution, or assignment by the Company or to the Company of money or assets which exceeds greater than $5,000,000 in any single transaction or in the aggregate ten percent (10%) of the aggregate value of the Company’s net assets on a consolidated basis in any consecutive twelve-month period; (j) sell, lease, transfer, exclusively license or otherwise dispose of material assets and/or intellectual property of the Company or its subsidiaries, in one or a series of related transactions, the aggregate value of which exceeds $5,000,000 in any single transaction or in the aggregate ten percent (10%) of the aggregate value of the Company’s net assets on a consolidated basis in any consecutive twelve-month period; (k) acquire (by merger or stock or asset purchase or otherwise) any Person, business or asset in one or a series of related transactions, the aggregate value of which exceeds $5,000,0000 in any such one or series of related transactions or in the aggregate ten percent (10%) of the aggregate value of the Company’s net assets on a consolidated basis in any consecutive twelve-month period; (l) make any material change in the business plan or business scope; (m) settle any material litigation, arbitration or legal disputes; (n) appoint or remove the Company’s auditor or change materially in accounting policies and standards, including financial year or tax year of the Company; (o) effect any single capital expenditure, the value of which exceeds $5,000,000 in any single transaction or in the aggregate ten percent (10%) of the aggregate value of the Company’s net assets in any fiscal year; or (p) enter into an agreement to do any of the foregoing. For purposes of this Section 5.4, the value of any net assets shall be the value as determined by the Company in good faith. Upon the request of any Investor, the Company shall provide such Investor with reasonable written documentation supporting the basis of such determination of value, and provide such Investor with reasonable access to the personnel, properties, books and records of the Company for the purpose of evaluating the foregoing determination. If such Investor raises any reasonable objections to the foregoing determination, the Company shall consider in good faith such objections and make such revisions to the final determination of value as may be mutually agreed between the Company and such Investor. Notwithstanding anything to the contrary in this Section 5.4, such approval of the Board or the Requisite Holders shall not be required with respect to actions contemplated by any agreements entered into between the Company and its stockholder(s) on or prior to the date hereof250,000.

Matters Requiring Investor Director Approval. So long as either (x) the holders of Series A C Preferred Stock are entitled to elect one or more designate a Series A Directors or C Director (y) as defined in the holders Amended and Restated Voting Agreement dated as of June 28, 2019 among the Series B Preferred Stock are entitled Corporation and the Stockholders named therein (the “Voting Agreement”)), but prior to elect one or more Series B DirectorsIPO, the Company hereby covenants and agrees with each of the Investors that it shall Corporation will not, nor shall it permit any subsidiary of the Company to, without Board approval of the Board, (which approval must include the affirmative vote of a majority at least one of the Preferred Directors (which majority shall include a Series B Director), or the approval of the Requisite Holders:C Directors): (a) make, or permit any subsidiary to make, make any loan or advance to, or own any stock shares or other securities of, any subsidiary or other corporation, partnership, or other entity unless it is wholly owned by the CompanyCorporation except for indebtedness permitted by 2.7(e) below, and except for trade accounts of the Corporation or any subsidiary arising in the ordinary course of business; (b) make, or permit any subsidiary to make, make any loan or advance to any Personperson, including, without limitation, any employee or director of the Company or any subsidiary, in excess of $100,000 (in the case of individuals) or $500,000 (in the case of Persons that are not individuals)director, except advances and similar expenditures in the ordinary course of business or under the terms of an employee stock shares or option plan approved by the Board; (c) guaranteeguarantee any indebtedness, directly or indirectlyexcept for indebtedness permitted by 2.7(e) below, or permit any subsidiary to guarantee, directly or indirectly, any indebtedness of any third party, and except for trade accounts of the Company Corporation or any subsidiary arising in the ordinary course of business; (d) make any investment inconsistent with any investment policy approved by the Board; (e) incur any aggregate indebtedness in excess of $500,000 that is not already already, as of May 24, 2019, included in a budget Board-approved by the Boardbudget, other than trade credit incurred in the ordinary course of business; (f) enter into or be a party to any transaction with any stockholderdirector, director officer or officer employee of the Company Corporation or any “associate” (as defined in Rule 12b-2 promulgated under the Exchange Act) of any such Person, except for person other than transactions contemplated by this Agreement and the Purchase Agreement or transactions (including agreements related to the compensation of the Company’s executive officers) made in the ordinary course of business and pursuant to reasonable requirements of the Corporation’s business and upon fair and reasonable terms that are approved by a majority of the disinterested members of the Board; (g) increase change the shares compensation of Common Stock reserved for issuance under the Company’s equity incentive plan or adopt Chief Executive Officer of the Corporation, including approving any other equity incentive planoption grants; (h) hire change the principal business of the Corporation, enter new lines of business, or terminate exit the chief executive officercurrent line of business; (i) sell, assign, license, pledge or encumber material technology or intellectual property, other than licenses granted in the ordinary course of business; or (j) enter into any in-license, asset transfer, merger or acquisition or similar corporate strategic relationship involving the payment, contribution, or assignment of money or Corporation assets which exceeds greater than $5,000,000 in any single transaction or in the aggregate ten percent (10%) of the aggregate value of the Company’s net assets on a consolidated basis in any consecutive twelve-month period; (j) sell, lease, transfer, exclusively license or otherwise dispose of material assets and/or intellectual property of the Company or its subsidiaries, in one or a series of related transactions, the aggregate value of which exceeds $5,000,000 in any single transaction or in the aggregate ten percent (10%) of the aggregate value of the Company’s net assets on a consolidated basis in any consecutive twelve-month period; (k) acquire (by merger or stock or asset purchase or otherwise) any Person, business or asset in one or a series of related transactions, the aggregate value of which exceeds $5,000,0000 in any such one or series of related transactions or in the aggregate ten percent (10%) of the aggregate value of the Company’s net assets on a consolidated basis in any consecutive twelve-month period; (l) make any material change in the business plan or business scope; (m) settle any material litigation, arbitration or legal disputes; (n) appoint or remove the Company’s auditor or change materially in accounting policies and standards, including financial year or tax year of the Company; (o) effect any single capital expenditure, the value of which exceeds $5,000,000 in any single transaction or in the aggregate ten percent (10%) of the aggregate value of the Company’s net assets in any fiscal year; or (p) enter into an agreement to do any of the foregoing. For purposes of this Section 5.4, the value of any net assets shall be the value as determined by the Company in good faith. Upon the request of any Investor, the Company shall provide such Investor with reasonable written documentation supporting the basis of such determination of value, and provide such Investor with reasonable access to the personnel, properties, books and records of the Company for the purpose of evaluating the foregoing determination. If such Investor raises any reasonable objections to the foregoing determination, the Company shall consider in good faith such objections and make such revisions to the final determination of value as may be mutually agreed between the Company and such Investor. Notwithstanding anything to the contrary in this Section 5.4, such approval of the Board or the Requisite Holders shall not be required with respect to actions contemplated by any agreements entered into between the Company and its stockholder(s) on or prior to the date hereof500,000.

Matters Requiring Investor Director Approval. So long as either (x) the holders of Series A Preferred Stock are entitled to elect one or more two Series A Directors or (y) the holders of the Series B Preferred Stock are entitled to elect one or more two Series B Directors, the Company hereby covenants and agrees with each of the Investors that it shall not, nor shall it permit any subsidiary of the Company to, without approval of the BoardBoard of Directors (or a committee thereof), which approval must include the affirmative vote of a majority at least one of the Preferred Series A Directors (which majority shall include a and at least one of the Series B Director), or the approval of the Requisite HoldersDirectors: (a) make, or permit any subsidiary to make, any loan or advance to, or own any stock or other securities of, any subsidiary or other corporation, partnership, or other entity unless it is wholly owned by the Company; (b) make, or permit any subsidiary to make, any loan or advance to any Person, including, without limitation, any employee or director of the Company or any subsidiary, in excess of $100,000 (in the case of individuals) or $500,000 (in the case of Persons that are not individuals), except advances and similar expenditures in the ordinary course of business or under the terms of an employee stock or option plan approved by the BoardBoard of Directors; (cb) guarantee, directly or indirectly, or permit any subsidiary to guarantee, directly or indirectly, any indebtedness of any third party, except for trade accounts of the Company or any subsidiary arising in the ordinary course of business; (dc) make any investment inconsistent with any investment policy approved by the BoardBoard of Directors; (ed) incur any aggregate indebtedness in excess of $500,000 that is not already included in a budget approved by the Board, other than trade credit incurred in the ordinary course of business; (f) otherwise enter into or be a party to any transaction with any stockholderdirector, director officer, or officer employee of the Company or any “associate” (as defined in Rule 12b-2 promulgated under the Exchange Act) of any such Person, except for transactions contemplated by this Agreement and Agreement, the Purchase Agreement Agreement; or transactions (including agreements related to the compensation of the Company’s executive officers) made in the ordinary course of business and pursuant to reasonable requirements of the Company’s business and upon fair and reasonable terms that are approved by a majority of the disinterested members Board of the Board;Directors; or (ge) increase the (i) issue awards exceeding 2,334,026 shares of Common Stock reserved for issuance under the Company’s 2007 Omnibus Stock Plan (provided, that awards that are issued but terminate prior to the actual issuance of shares of Common Stock without restrictions shall not be counted towards the 2,334,026 share limit once the shares are returned for issuance to the Company’s 2007 Omnibus Stock Plan), (ii) amend the 2007 Omnibus Stock Plan to increase the number of shares issuable under the Plan, (iii) otherwise issue any shares of Common Stock, options, warrants or other securities under any other equity incentive plan or adopt any other equity incentive plan; (h) hire or terminate arrangement established for the chief executive officer; (i) enter into any corporate strategic relationship involving the payment, contribution, or assignment of money or assets which exceeds $5,000,000 in any single transaction or in the aggregate ten percent (10%) benefit of the aggregate value of the Company’s net assets on a consolidated basis in any consecutive twelve-month period; (j) sellemployees, leaseofficers, transfer, exclusively license or otherwise dispose of material assets directors and/or intellectual property consultants of the Company or its subsidiaries, in one the subsidiary or a series of related transactions, (iv) adopt any new equity incentive plan or arrangement established for the aggregate value of which exceeds $5,000,000 in any single transaction or in the aggregate ten percent (10%) benefit of the aggregate value of the Company’s net assets on a consolidated basis in any consecutive twelve-month period; (k) acquire (by merger or stock or asset purchase or otherwise) any Personemployees, business or asset in one or a series of related transactionsofficers, the aggregate value of which exceeds $5,000,0000 in any such one or series of related transactions or in the aggregate ten percent (10%) of the aggregate value of the Company’s net assets on a consolidated basis in any consecutive twelve-month period; (l) make any material change in the business plan or business scope; (m) settle any material litigation, arbitration or legal disputes; (n) appoint or remove the Company’s auditor or change materially in accounting policies and standards, including financial year or tax year of the Company; (o) effect any single capital expenditure, the value of which exceeds $5,000,000 in any single transaction or in the aggregate ten percent (10%) of the aggregate value of the Company’s net assets in any fiscal year; or (p) enter into an agreement to do any of the foregoing. For purposes of this Section 5.4, the value of any net assets shall be the value as determined by the Company in good faith. Upon the request of any Investor, the Company shall provide such Investor with reasonable written documentation supporting the basis of such determination of value, and provide such Investor with reasonable access to the personnel, properties, books and records directors and/or consultants of the Company for the purpose of evaluating the foregoing determination. If such Investor raises any reasonable objections to the foregoing determination, the Company shall consider in good faith such objections and make such revisions to the final determination of value as may be mutually agreed between the Company and such Investor. Notwithstanding anything to the contrary in this Section 5.4, such approval of the Board or the Requisite Holders shall not be required with respect to actions contemplated by any agreements entered into between the Company and its stockholder(s) on or prior to the date hereofsubsidiary.

Matters Requiring Investor Director Approval. So long as either (x) the holders of Series A Preferred Stock are entitled to elect one or more Series A Directors or (y) the holders of the Series B a Preferred Stock are entitled to elect one or more Series B DirectorsDirector, the Company hereby covenants and agrees with each of the Investors that it shall not, nor shall it permit any subsidiary of the Company to, without approval of the BoardBoard of Directors, which approval must include the affirmative vote of a majority of the Preferred Directors (which majority shall include a Series B Director), or the approval of the Requisite HoldersDirectors: (a) make, or permit any subsidiary to make, any loan or advance to, or own any stock or other securities of, any subsidiary or other corporation, partnership, or other entity unless it is wholly owned by the Company; (b) make, or permit any subsidiary to make, any loan or advance to any Person, including, without limitation, any employee or director of the Company or any subsidiary, in excess of $100,000 (in the case of individuals) or $500,000 (in the case of Persons that are not individuals), except advances and similar expenditures in the ordinary course of business or under the terms of an employee stock or option plan approved by the BoardBoard of Directors; (c) guarantee, directly or indirectly, or permit any subsidiary to guarantee, directly or indirectly, any indebtedness of any third party, except for trade accounts of the Company or any subsidiary arising in the ordinary course of business; (d) make any investment inconsistent with any investment policy approved by the BoardBoard of Directors; (e) incur any aggregate indebtedness in excess of $500,000 100,000 that is not already included in a budget approved by the BoardBudget, other than trade credit incurred in the ordinary course of business; (f) otherwise enter into or be a party to any transaction with any stockholderdirector, director officer, or officer employee of the Company or any “associate” (as defined in Rule 12b-2 promulgated under the Exchange Act) of any such Person, except for transactions contemplated by this Agreement, the Purchase Agreement and the Purchase Agreement Right of First Refusal and Co-Sale Agreement, by and between the Company and the parties noted therein, dated as of even date herewith, or transactions (including agreements related to the compensation of the Company’s executive officers) made in the ordinary course of business and pursuant to reasonable requirements of the Company’s business and upon fair and reasonable terms that are approved by a majority of the disinterested members Board of the BoardDirectors; (g) increase hire, terminate, or change the shares compensation of Common Stock reserved for issuance under the Company’s equity incentive plan executive officers, including approving any option grants or adopt any other equity incentive planstock awards to executive officers; (h) hire change the principal business of the Company, enter new lines of business, or terminate exit the chief executive officercurrent line of business; (i) sell, assign, license, pledge, or encumber material technology or intellectual property, other than licenses granted in the ordinary course of business; or (j) enter into any corporate strategic relationship involving the payment, contribution, contribution or assignment of money or assets which exceeds $5,000,000 in any single transaction or in the aggregate ten percent (10%) of the aggregate value of the Company’s net assets on a consolidated basis in any consecutive twelve-month period; (j) sell, lease, transfer, exclusively license or otherwise dispose of material assets and/or intellectual property of by the Company or its subsidiaries, in one or a series of related transactions, the aggregate value of which exceeds $5,000,000 in any single transaction or in the aggregate ten percent (10%) of the aggregate value of the Company’s net assets on a consolidated basis in any consecutive twelve-month period; (k) acquire (by merger or stock or asset purchase or otherwise) any Person, business or asset in one or a series of related transactions, the aggregate value of which exceeds $5,000,0000 in any such one or series of related transactions or in the aggregate ten percent (10%) of the aggregate value of the Company’s net assets on a consolidated basis in any consecutive twelve-month period; (l) make any material change in the business plan or business scope; (m) settle any material litigation, arbitration or legal disputes; (n) appoint or remove the Company’s auditor or change materially in accounting policies and standards, including financial year or tax year of the Company; (o) effect any single capital expenditure, the value of which exceeds $5,000,000 in any single transaction or in the aggregate ten percent (10%) of the aggregate value of the Company’s net assets in any fiscal year; or (p) enter into an agreement to do any of the foregoing. For purposes of this Section 5.4, the value of any net assets shall be the value as determined by the Company in good faith. Upon the request of any Investor, the Company shall provide such Investor with reasonable written documentation supporting the basis of such determination of value, and provide such Investor with reasonable access to the personnel, properties, books and records of the Company for the purpose of evaluating the foregoing determination. If such Investor raises any reasonable objections to the foregoing determination, the Company shall consider in good faith such objections and make such revisions to the final determination of value as may be mutually agreed between the Company and such Investor. Notwithstanding anything to the contrary in this Section 5.4, such approval of the Board or the Requisite Holders shall not be required with respect to actions contemplated by any agreements entered into between the Company and its stockholder(s) on or prior to the date hereofassets greater than $100,000.

Matters Requiring Investor Director Approval. So long as either (x) the holders of Series A A2 Preferred Stock, Series B Preferred Stock, Series C Preferred Stock, Series D Preferred Stock and Series E Preferred Stock are entitled to elect at least one or more Series A Directors or (y1) the holders of the Series B Preferred Stock are entitled to elect one or more Series B DirectorsDirector, the Company hereby covenants and agrees with each of the Investors that it shall not, nor shall it permit any subsidiary of the Company to, without approval of the Board, which approval must include the affirmative vote of a majority at least two (2) of the Preferred Directors (which majority shall include a Series B or if there be only one (1) Preferred Director), or then the approval affirmative vote of the Requisite Holders:Preferred Director): (a) enter into any corporate strategic relationship involving the payment, contribution or assignment by the Company or to the Company of assets greater than $100,000; (b) approve, adopt or modify the Budget or incur expenditures or expenses (or commit the Company to incur expenditures or expenses) not reflected in the Budget for any particular fiscal year of the Company; (c) guarantee any indebtedness except for trade accounts of the Company or any subsidiary arising in the ordinary course of business; (d) make any investment inconsistent with any investment policy approved by the Board; (e) make, or permit any subsidiary to make, any loan or advance to, or own any stock or other securities of, any subsidiary or other corporation, partnership, or other entity unless it is wholly owned by the Company; (bf) make, or permit any subsidiary to make, any loan or advance to any Person, including, without limitation, any employee or director of the Company or any subsidiary, in excess of $100,000 (in the case of individuals) or $500,000 (in the case of Persons that are not individuals), except advances and similar expenditures in the ordinary course of business or under the terms of an employee stock or option plan approved by the Board; (c) guarantee, directly or indirectly, or permit any subsidiary to guarantee, directly or indirectly, any indebtedness of any third party, except for trade accounts of the Company or any subsidiary arising in the ordinary course of business; (d) make any investment inconsistent with any investment policy approved by the Board; (e) incur any aggregate indebtedness in excess of $500,000 that is not already included in a budget approved by the Board, other than trade credit incurred in the ordinary course of business; (fg) enter into or be become a party to any transaction with any stockholderdirector, director officer or officer employee of the Company or any “associate” (as defined in Rule 12b-2 promulgated under the Exchange Act) of any such Person, except for transactions contemplated by this Agreement and the Purchase Agreement or transactions (including agreements related to the compensation of the Company’s executive officers) made in the ordinary course of business upon fair and reasonable terms that are approved by a majority of the disinterested members of the Board; (g) increase the shares of Common Stock reserved for issuance under the Company’s equity incentive plan or adopt any other equity incentive planperson; (h) hire make any grants of equity compensation to employees or terminate service providers of the chief executive officer;Company; or (i) enter into hire or terminate any corporate strategic relationship involving member of senior management, at the paymentVice President and above levels, contribution, or assignment of money or assets which exceeds $5,000,000 in any single transaction or in the aggregate ten percent (10%) of the aggregate value of the Company’s net assets on a consolidated basis in any consecutive twelve-month period; (j) sell, lease, transfer, exclusively license or otherwise dispose of material assets and/or intellectual property of the Company and approve salary, bonus and other compensation or its subsidiaries, in one titles (or a series of related transactions, the aggregate value of which exceeds $5,000,000 in any single transaction or in the aggregate ten percent (10%make changes thereto) of the aggregate value of the Company’s net assets on a consolidated basis in any consecutive twelve-month period; (k) acquire (by merger or stock or asset purchase or otherwise) any Person, business or asset in one or a series of related transactions, the aggregate value of which exceeds $5,000,0000 in for any such one or series members of related transactions or in the aggregate ten percent (10%) of the aggregate value of the Company’s net assets on a consolidated basis in any consecutive twelve-month period; (l) make any material change in the business plan or business scope; (m) settle any material litigation, arbitration or legal disputes; (n) appoint or remove the Company’s auditor or change materially in accounting policies and standards, including financial year or tax year of the Company; (o) effect any single capital expenditure, the value of which exceeds $5,000,000 in any single transaction or in the aggregate ten percent (10%) of the aggregate value of the Company’s net assets in any fiscal year; or (p) enter into an agreement to do any of the foregoing. For purposes of this Section 5.4, the value of any net assets shall be the value as determined by the Company in good faith. Upon the request of any Investor, the Company shall provide such Investor with reasonable written documentation supporting the basis of such determination of value, and provide such Investor with reasonable access to the personnel, properties, books and records of the Company for the purpose of evaluating the foregoing determination. If such Investor raises any reasonable objections to the foregoing determination, the Company shall consider in good faith such objections and make such revisions to the final determination of value as may be mutually agreed between the Company and such Investor. Notwithstanding anything to the contrary in this Section 5.4, such approval of the Board or the Requisite Holders shall not be required with respect to actions contemplated by any agreements entered into between the Company and its stockholder(s) on or prior to the date hereofsenior management.

Matters Requiring Investor Director Approval. So long as either (x) the holders of Series A Preferred Stock are entitled to elect one or more Series A Directors or (y) the holders of the Series B Preferred Stock are entitled to elect one or more a Series B DirectorsDirector, the Company hereby covenants and agrees with each of the Investors Investor that it shall not, nor shall it permit any subsidiary of the Company to, without approval of the BoardCompany’s Board of Directors, which approval must include the affirmative vote of a majority of the Preferred Directors (which majority shall include a Series B Director), or the approval of the Requisite Holders: (a) makeact in a manner or pursue market segments that will, in the opinion of the Company’s outside legal counsel, put the Company in conflict with applicable U.S. (state or permit federal) or foreign laws; (b) issue shares of any subsidiary to make, series or class of equity securities of the Company other than Common Stock; (c) make any loan or advance to, or own any stock or other securities of, any subsidiary or other corporation, partnership, or other entity unless it is wholly wholly-owned by the Company; (bd) make, or permit any subsidiary to make, make any loan or advance to any Person, including, without limitation, any employee or director of the Company or any subsidiary, in excess of $100,000 (in the case of individuals) or $500,000 (in the case of Persons that are not individuals)director, except advances and similar expenditures in the ordinary course of business or under the terms of an employee stock or option plan approved by the BoardCompany’s Board of Directors; (ce) guarantee, directly or indirectly, or permit any subsidiary to guarantee, directly or indirectly, guarantee any indebtedness of any third party, except for trade accounts of the Company or any subsidiary arising in the ordinary course of business; (df) make any investment inconsistent with any investment policy approved by the BoardCompany’s Board of Directors; (eg) incur any aggregate indebtedness in excess of $500,000 100,000.00 that is not already included in a budget approved by the BoardBudget, other than trade credit incurred in the ordinary course of business; (fh) enter into or be a party to any transaction with any stockholderdirector, director officer or officer employee of the Company or any “associate” (as defined in Rule 12b-2 promulgated under the Exchange Act) of any such Person; (i) hire, except for transactions contemplated by this Agreement and the Purchase Agreement fire, or transactions (including agreements related to change the compensation of any of the Company’s “executive officers) made ” (as defined in Rule 3b-7 promulgated under the ordinary course of business upon fair and reasonable terms that are approved by a majority of the disinterested members of the BoardExchange Act), including approving any option or other equity grants; (gj) increase change the shares principal business of Common Stock reserved for issuance under the Company’s equity incentive plan , enter new lines of business, or adopt any other equity incentive planexit the current line of business; (hk) hire sell, assign, license, pledge or terminate encumber material technology or intellectual property of the chief executive officerCompany, other than sublicenses to manufacture or distribute products of the Company; (il) enter into any corporate strategic relationship involving the payment, contribution, payment contribution or assignment of money or assets which exceeds $5,000,000 in any single transaction or in the aggregate ten percent (10%) of the aggregate value of the Company’s net assets on a consolidated basis in any consecutive twelve-month period; (j) sell, lease, transfer, exclusively license or otherwise dispose of material assets and/or intellectual property of by the Company or its subsidiaries, in one or a series to the Company of related transactions, the aggregate value of which exceeds assets greater than $5,000,000 in any single transaction or in the aggregate ten percent (10%) of the aggregate value of the Company’s net assets on a consolidated basis in any consecutive twelve-month period; (k) acquire (by merger or stock or asset purchase or otherwise) any Person, business or asset in one or a series of related transactions, the aggregate value of which exceeds $5,000,0000 in any such one or series of related transactions or in the aggregate ten percent (10%) of the aggregate value of the Company’s net assets on a consolidated basis in any consecutive twelve-month period; (l) make any material change in the business plan or business scope100,000.00; (m) settle any material litigation, arbitration or legal disputesissue dividends other than dividends on shares of Series B Preferred Stock; (n) appoint amend, alter, repeal or remove waive of any provision of the Company’s auditor Articles of Incorporation or change materially in accounting policies and standards, including financial year or tax year of the Company’s Bylaws (including any filing of a certificate of designations by the Company); (o) effect any single capital expenditure, increase or decrease the value authorized number of which exceeds $5,000,000 in any single transaction or in the aggregate ten percent (10%) shares of the aggregate value preferred stock of the Company’s net assets , including the Series B Preferred Stock; (p) authorize or designate, whether by reclassification or otherwise, any new class or series of stock or any other securities convertible into or exercisable for equity securities of the Company ranking on a parity with or senior to the Series B Preferred Stock in right of redemption, conversion, liquidation preference, registration rights, voting or dividends or any fiscal yearincrease in the authorized or designated number of any such new class or series; or (pq) enter into an any agreement to do which the Company is a party regarding an Asset Transfer or Acquisition (each as defined in the Certificate of Designations) or any other merger (whether or not the Company is the surviving corporation), consolidation, corporate reorganization, reclassification or recapitalization of the foregoing. For purposes of this Section 5.4, the value of any net assets shall be the value as determined by the Company in good faith. Upon the request of any Investor, the Company shall provide such Investor with reasonable written documentation supporting the basis of such determination of value, and provide such Investor with reasonable access to the personnel, properties, books and records of the Company for the purpose of evaluating the foregoing determination. If such Investor raises any reasonable objections to the foregoing determination, the Company shall consider in good faith such objections and make such revisions to the final determination of value as may be mutually agreed between the Company and such Investor. Notwithstanding anything to the contrary in this Section 5.4, such approval of the Board or the Requisite Holders shall not be required with respect to actions contemplated by any agreements entered into between the Company and its stockholder(s) on or prior to the date hereofCompany.

Matters Requiring Investor Director Approval. So long as either (x) the holders of Series A Preferred Stock are entitled to elect one or more Series A Directors or (y) the holders of the Series B Preferred Stock are entitled to elect one or more Series B Directors, the Company hereby covenants and agrees with each of the Investors that it shall not, nor shall it permit any subsidiary of the Company to, without approval of the BoardBoard of Directors, which approval must include the affirmative vote of a majority of the Preferred Directors (which majority shall include a Series B Director), or the approval of the Requisite HoldersDirectors: (a) make, or permit any subsidiary to make, any loan or advance to, or own any stock or other securities of, any subsidiary or other corporation, partnership, or other entity unless it is wholly owned by the Company; (b) make, or permit any subsidiary to make, any loan or advance to any Person, including, without limitation, any employee or director of the Company or any subsidiary, in excess of $100,000 (in the case of individuals) or $500,000 (in the case of Persons that are not individuals), except advances and similar expenditures in the ordinary course of business or under the terms of an employee stock or option plan approved by the BoardBoard of Directors, including a majority of the Preferred Directors; (c) guarantee, directly or indirectly, or permit any subsidiary to guarantee, directly or indirectly, any indebtedness of any third party, except for trade accounts of the Company or any subsidiary arising in the ordinary course of business; (d) make any investment inconsistent with any investment policy approved by the BoardBoard of Directors, including a majority of the Preferred Directors; (e) incur any aggregate indebtedness in excess of $500,000 200,000 that is not already included in a budget approved by the BoardBoard of Directors, including a majority of the Preferred Directors, other than trade credit incurred in the ordinary course of business; (f) otherwise enter into or be a party to any transaction with any stockholderdirector, director officer, or officer employee of the Company or any “associate” (as defined in Rule 12b-2 promulgated under the Exchange Act) of any such Person, including without limitation any “management bonus” or similar plan providing payments to employees in connection with a Deemed Liquidation Event, as such term is defined in the Restated Certificate, except for transactions contemplated by this Agreement and the Purchase Agreement Agreement; transactions resulting in payments to or by the Company in an aggregate amount less than $120,000 per year; or transactions (including agreements related to the compensation of the Company’s executive officers) made in the ordinary course of business and pursuant to reasonable requirements of the Company’s business and upon fair and reasonable terms that are approved by a majority of the disinterested members Board of Directors, including a majority of the BoardPreferred Directors; (g) increase hire, terminate, or change the shares compensation of Common Stock reserved for issuance under the Company’s equity incentive plan executive officers, including approving any option grants or adopt any other equity incentive planstock awards to executive officers; (h) hire change the principal business of the Company, enter new lines of business, or terminate exit the chief executive officercurrent line of business; (i) sell, assign, license, pledge, or encumber material technology or intellectual property, other than licenses granted in the ordinary course of business; (j) enter into any corporate strategic relationship involving the payment, contribution, or assignment by the Company or to the Company of money or assets which exceeds greater than $5,000,000 in any single transaction or in the aggregate ten percent (10%) of the aggregate value of the Company’s net assets on a consolidated basis in any consecutive twelve-month period; (j) sell, lease, transfer, exclusively license or otherwise dispose of material assets and/or intellectual property of the Company or its subsidiaries, in one or a series of related transactions, the aggregate value of which exceeds $5,000,000 in any single transaction or in the aggregate ten percent (10%) of the aggregate value of the Company’s net assets on a consolidated basis in any consecutive twelve-month period;500,000; or (k) acquire (by merger or stock or asset purchase or otherwise) any Person, business or asset in one or a series of related transactions, the aggregate value of which exceeds $5,000,0000 in any such one or series of related transactions or in the aggregate ten percent (10%) of the aggregate value of the Company’s net assets on a consolidated basis in any consecutive twelve-month period; (l) make any material change in the business plan or business scope; (m) settle any material litigationinvestments in, arbitration or legal disputes; (n) appoint or remove the Company’s auditor or change materially in accounting policies and standards, including financial year or tax year of the Company; (o) effect any single capital expenditure, the value of which exceeds $5,000,000 in any single transaction or in the aggregate ten percent (10%) of the aggregate value of the Company’s net assets in any fiscal year; or (p) enter into an agreement to do a joint venture with, or acquire any of the foregoing. For purposes of this Section 5.4other corporation, the value of any net assets shall be the value as determined by the Company in good faith. Upon the request of any Investor, the Company shall provide such Investor with reasonable written documentation supporting the basis of such determination of value, and provide such Investor with reasonable access to the personnel, properties, books and records of the Company for the purpose of evaluating the foregoing determination. If such Investor raises any reasonable objections to the foregoing determination, the Company shall consider in good faith such objections and make such revisions to the final determination of value as may be mutually agreed between the Company and such Investor. Notwithstanding anything to the contrary in this Section 5.4, such approval of the Board partnership or the Requisite Holders shall not be required with respect to actions contemplated by any agreements entered into between the Company and its stockholder(s) on or prior to the date hereofother entity.

Matters Requiring Investor Director Approval. So long as either (x) the holders of Series A Preferred Stock are entitled to elect one or more the Series A Directors or Director and at least one (y1) the holders of the Series B Preferred Stock are entitled to elect one or more Series B DirectorsDirector, the Company hereby covenants and agrees with each of the Investors that it shall will not, nor shall it permit any subsidiary of the Company to, without approval of the Board, which approval must include by the affirmative vote of at least a majority of the Preferred Directors then serving members of the Board and including in such majority the affirmative vote of the Series A Director and at least one (which majority shall include a 1) Series B Director), or Director (the approval of the Requisite Holders:“Required Board Approval”): (a) makeAny actions set forth in Section 3.3 of Part B of Article FOURTH of the Restated Certificate; (b) All Company budgets and operating plans; (c) All preclinical trial and clinical trial plans; (d) Any amendments, including any increase or permit decrease in the share reserve thereunder, of the Company’s then-current equity incentive plan, and the creation of and reservation of shares under, and any subsidiary to makeamendments to, all other Company equity incentive plans; (e) The issuance of any Excluded Securities; (f) Any New Securities which the Board exempts from the right of first offer in Section 4.1; (g) Any license of all or substantially all of the intellectual property assets of the Company; or (h) Take any action for the Company to: (i) Make any loan or advance to, or own any stock or other securities of, any subsidiary or other corporation, partnership, or other entity unless it is wholly owned by the Company, or the disposition of subsidiary stock or all or substantially all of any subsidiary assets; (bii) make, or permit any subsidiary to make, Make any loan or advance to any Personperson, including, without limitation, any employee or director of the Company or any subsidiary, in excess of $100,000 (in the case of individuals) or $500,000 (in the case of Persons that are not individuals)director, except advances and similar expenditures in the ordinary course of business or under the terms of an employee stock or option plan approved by the Board; (ciii) guarantee, directly or indirectly, or permit any subsidiary to guarantee, directly or indirectly, Guarantee any indebtedness of any third party, except for trade accounts of the Company or any subsidiary arising in the ordinary course of business; (div) make Make any investment inconsistent other than in accordance with any the investment policy approved by the Board; (ev) incur Make any single expenditure that is not included in the budget and is in excess of a threshold amount to be determined by the Board; (vi) Incur any aggregate indebtedness in excess of $500,000 that is not already included in a budget that has been approved by the Board, other than trade credit incurred Required Director Approval that is in the ordinary course excess of business$100,000.00; (fvii) enter Exceed the expenses contemplated in the Board- approved budget for such year that is in excess of a threshold amount to be determined by the Board; (viii) Approve any material revisions to the then-current Business Plan of the Company; (ix) Enter into or be a party to any material transaction with any stockholderaffiliate of the Company or any director, director officer or officer employee of the Company or any “associate” (as defined in Rule 12b-2 promulgated under the Securities Exchange ActAct of 1934, as amended) of any such Personperson; (x) Hire, except for transactions contemplated by this Agreement and the Purchase Agreement fire, or transactions (including agreements related to change the compensation of the executive officers of the Company, including approving any option grants; (xi) Change the principal business of the Company, or make any material change in the Company’s executive officersthen-current line(s) made of business or business model, or enter any new line(s) of business, or exit any then-current line of business; (xii) Sell, transfer, assign, license, pledge or encumber technology or intellectual property of the Company, other than licenses granted in the ordinary course of business upon fair and reasonable terms that are approved by a majority of the disinterested members of the Boardbusiness; (gxiii) increase the shares Make any material (greater than 20% ownership) investment into, or enter into any joint venture with, or acquire, any third party, or acquire all or substantially all of Common Stock reserved for issuance under the Companyany third party’s equity incentive plan assets, or adopt any other equity incentive plan; (h) hire or terminate the chief executive officer; (i) otherwise enter into any corporate strategic relationship involving the payment, contribution, contribution or assignment of money or assets which exceeds $5,000,000 in any single transaction or in the aggregate ten percent (10%) of the aggregate value of the Company’s net assets on a consolidated basis in any consecutive twelve-month period; (j) sell, lease, transfer, exclusively license or otherwise dispose of material assets and/or intellectual property of by the Company or its subsidiaries, in one or a series to the Company of related transactions, the aggregate value of which exceeds assets greater than $5,000,000 in any single transaction or in the aggregate ten percent (10%) of the aggregate value of the Company’s net assets on a consolidated basis in any consecutive twelve-month period; (k) acquire (by merger or stock or asset purchase or otherwise) any Person, business or asset in one or a series of related transactions, the aggregate value of which exceeds $5,000,0000 in any such one or series of related transactions or in the aggregate ten percent (10%) of the aggregate value of the Company’s net assets on a consolidated basis in any consecutive twelve-month period; (l) make any material change in the business plan or business scope; (m) settle any material litigation, arbitration or legal disputes; (n) appoint or remove the Company’s auditor or change materially in accounting policies and standards, including financial year or tax year of the Company; (o) effect any single capital expenditure, the value of which exceeds $5,000,000 in any single transaction or in the aggregate ten percent (10%) of the aggregate value of the Company’s net assets in any fiscal year100,000.00; or (pxiv) enter into Prepare or file for an agreement to do any of the foregoing. For purposes of this Section 5.4, the value of any net assets shall be the value as determined initial public offering by the Company in good faith. Upon the request of any Investor, the Company shall provide such Investor with reasonable written documentation supporting the basis of such determination of value, and provide such Investor with reasonable access to the personnel, properties, books and records of the Company for the purpose of evaluating the foregoing determination. If such Investor raises any reasonable objections to the foregoing determination, the Company shall consider in good faith such objections and make such revisions to the final determination of value as may be mutually agreed between the Company and such Investor. Notwithstanding anything to the contrary in this Section 5.4, such approval of the Board or the Requisite Holders shall not be required with respect to actions contemplated by any agreements entered into between the Company and its stockholder(s) on or prior to the date hereofCompany.

Matters Requiring Investor Director Approval. So long as either (x) the holders of Series A Preferred Stock are Investor is entitled to elect one or more Series A Directors or (y) the holders a member of the Series B Preferred Stock are entitled to elect one or more Series B Board of Directors, the Company hereby covenants and agrees with each of the Investors Investor that it shall not, nor shall it permit any subsidiary of the Company to, without approval of the BoardBoard of Directors, which approval must include the affirmative vote of a majority of the Preferred Directors (which majority shall include a Series B Lumera Director), or the approval of the Requisite Holders: (a) make, or permit any subsidiary to make, any loan or advance to, or own any stock or other securities of, any subsidiary or other corporation, partnership, or other entity unless it is wholly owned by the Company; (b) make, or permit any subsidiary to make, any loan or advance to any Person, including, without limitation, any employee or director of the Company or any subsidiary, in excess of $100,000 (in the case of individuals) or $500,000 (in the case of Persons that are not individuals), except advances and similar expenditures in the ordinary course of business or under the terms of an employee stock or option plan approved by the BoardBoard of Directors; (c) guarantee, directly or indirectly, or permit any subsidiary to guarantee, directly or indirectly, any indebtedness of any third party, except for trade accounts of the Company or any subsidiary arising in the ordinary course of business; (d) make any investment inconsistent with any the Lumera Corporation investment policy approved by the Boardpolicy, which is attached hereto as Exhibit A; (e) incur any aggregate indebtedness in excess of $500,000 25,000 that is not already included in a budget approved by the BoardBoard of Directors (including the approval of the Class L Director), other than trade credit incurred in the ordinary course of business; (f) otherwise enter into or be a party to any transaction with any stockholderdirector, director officer, or officer employee of the Company or any “associate” (as defined in Rule 12b-2 promulgated under the Exchange Act) of any such Person, except for transactions contemplated by this Agreement and or the Purchase Agreement or transactions Agreement; (including agreements related to g) change the compensation principal business of the Company’s executive officers, enter new lines of business, exit the current line of business or acquire (by purchase of assets, stock or otherwise) made another business or entity; or (h) sell, assign, license, pledge, or encumber material technology or intellectual property, other than licenses granted in the ordinary course of business upon fair and reasonable terms that are approved by a majority of the disinterested members of the Board; (g) increase the shares of Common Stock reserved for issuance under the Company’s equity incentive plan or adopt any other equity incentive plan; (h) hire or terminate the chief executive officer; (i) enter into any corporate strategic relationship involving the payment, contribution, or assignment of money or assets which exceeds $5,000,000 in any single transaction or in the aggregate ten percent (10%) of the aggregate value of the Company’s net assets on a consolidated basis in any consecutive twelve-month period; (j) sell, lease, transfer, exclusively license or otherwise dispose of material assets and/or intellectual property of the Company or its subsidiaries, in one or a series of related transactions, the aggregate value of which exceeds $5,000,000 in any single transaction or in the aggregate ten percent (10%) of the aggregate value of the Company’s net assets on a consolidated basis in any consecutive twelve-month period; (k) acquire (by merger or stock or asset purchase or otherwise) any Person, business or asset in one or a series of related transactions, the aggregate value of which exceeds $5,000,0000 in any such one or series of related transactions or in the aggregate ten percent (10%) of the aggregate value of the Company’s net assets on a consolidated basis in any consecutive twelve-month period; (l) make any material change in the business plan or business scope; (m) settle any material litigation, arbitration or legal disputes; (n) appoint or remove the Company’s auditor or change materially in accounting policies and standards, including financial year or tax year of the Company; (o) effect any single capital expenditure, the value of which exceeds $5,000,000 in any single transaction or in the aggregate ten percent (10%) of the aggregate value of the Company’s net assets in any fiscal year; or (p) enter into an agreement to do any of the foregoing. For purposes of this Section 5.4, the value of any net assets shall be the value as determined by the Company in good faith. Upon the request of any Investor, the Company shall provide such Investor with reasonable written documentation supporting the basis of such determination of value, and provide such Investor with reasonable access to the personnel, properties, books and records of the Company for the purpose of evaluating the foregoing determination. If such Investor raises any reasonable objections to the foregoing determination, the Company shall consider in good faith such objections and make such revisions to the final determination of value as may be mutually agreed between the Company and such Investor. Notwithstanding anything to the contrary in this Section 5.4, such approval of the Board or the Requisite Holders shall not be required with respect to actions contemplated by any agreements entered into between the Company and its stockholder(s) on or prior to the date hereofbusiness.

Matters Requiring Investor Director Approval. So long as either (x) the holders of Series A Preferred Stock are entitled to elect one or more Series A Directors or (y) the holders at least 20% of the Series B Preferred Stock are entitled issued pursuant to elect one or more Series B Directorsthe Purchase Agreement remains outstanding, the Company hereby covenants and agrees with each of the Investors that it shall not, nor shall it permit any subsidiary of the Company to, without approval of the Board, which approval must include the affirmative vote Board of Directors (including a majority of the Preferred Directors (which majority shall include a Series B Director), or the approval of the Requisite Holders:Directors): (a) make, or permit any subsidiary to make, any loan or advance to, or own any stock or other securities of, any subsidiary or other corporation, partnership, or other entity unless it is wholly owned by the Company; (b) make, or permit any subsidiary to make, any loan or advance to any Person, including, without limitation, any employee or director of the Company or any subsidiary, in excess of $100,000 (in the case of individuals) or $500,000 (in the case of Persons that are not individuals), except advances and similar expenditures in the ordinary course of business or under the terms of an employee stock or option plan approved by the BoardBoard of Directors; (c) guarantee, directly or indirectly, or permit any subsidiary to guarantee, directly or indirectly, any indebtedness of any third party, except for trade accounts of the Company or any subsidiary arising in the ordinary course of business; (d) make any investment inconsistent with other than investments in prime commercial paper, money market funds, certificates of deposit in any investment policy approved United States bank having a net worth in excess of $100,000,000 or obligations issued or guaranteed by the BoardUnited States of America, in each case having a maturity not in excess of two years; (e) incur any aggregate indebtedness in excess of $500,000 10,000 that is not already included in a budget approved by the BoardBoard of Directors, other than trade credit incurred in the ordinary course of business; (f) otherwise enter into or be a party to any transaction with any stockholderdirector, director officer, or officer employee of the Company or any “associate” (as defined in Rule 12b-2 promulgated under the Exchange Act) of any such Person, except for transactions contemplated by this Agreement and Agreement, the Purchase Agreement or transactions (including agreements related to the compensation of the Company’s executive officers) made in the ordinary course of business and pursuant to reasonable requirements of the Company’s business and upon fair and reasonable terms that are approved by a majority of the disinterested members Board of the BoardDirectors; (g) increase hire, terminate, or change the shares compensation of Common Stock reserved for issuance under any employee holding the Company’s equity incentive plan title of director or adopt above, including approving any other equity incentive planoption grants or stock awards to any such employee; (h) hire change the principal business of the Company, enter new lines of business, or terminate exit the chief executive officercurrent line of business; (i) sell, assign, license, pledge, or encumber material technology or intellectual property, other than licenses granted in the ordinary course of business; or (j) enter into any corporate strategic relationship involving the payment, contribution, or assignment by the Company or to the Company of money or assets which exceeds greater than $5,000,000 in any single transaction or in the aggregate ten percent (10%) of the aggregate value of the Company’s net assets on a consolidated basis in any consecutive twelve-month period; (j) sell, lease, transfer, exclusively license or otherwise dispose of material assets and/or intellectual property of the Company or its subsidiaries, in one or a series of related transactions, the aggregate value of which exceeds $5,000,000 in any single transaction or in the aggregate ten percent (10%) of the aggregate value of the Company’s net assets on a consolidated basis in any consecutive twelve-month period; (k) acquire (by merger or stock or asset purchase or otherwise) any Person, business or asset in one or a series of related transactions, the aggregate value of which exceeds $5,000,0000 in any such one or series of related transactions or in the aggregate ten percent (10%) of the aggregate value of the Company’s net assets on a consolidated basis in any consecutive twelve-month period; (l) make any material change in the business plan or business scope; (m) settle any material litigation, arbitration or legal disputes; (n) appoint or remove the Company’s auditor or change materially in accounting policies and standards, including financial year or tax year of the Company; (o) effect any single capital expenditure, the value of which exceeds $5,000,000 in any single transaction or in the aggregate ten percent (10%) of the aggregate value of the Company’s net assets in any fiscal year; or (p) enter into an agreement to do any of the foregoing. For purposes of this Section 5.4, the value of any net assets shall be the value as determined by the Company in good faith. Upon the request of any Investor, the Company shall provide such Investor with reasonable written documentation supporting the basis of such determination of value, and provide such Investor with reasonable access to the personnel, properties, books and records of the Company for the purpose of evaluating the foregoing determination. If such Investor raises any reasonable objections to the foregoing determination, the Company shall consider in good faith such objections and make such revisions to the final determination of value as may be mutually agreed between the Company and such Investor. Notwithstanding anything to the contrary in this Section 5.4, such approval of the Board or the Requisite Holders shall not be required with respect to actions contemplated by any agreements entered into between the Company and its stockholder(s) on or prior to the date hereof100,000.

Matters Requiring Investor Director Approval. So long as either (x) the holders of Series A Preferred Stock Shares are entitled to elect one or more Series A Preferred Directors or (y) in the holders of the Series B Preferred Stock are entitled to elect one or more Series B Directorsaggregate, the Company hereby covenants and agrees with each of the Investors that it shall not, nor shall it permit any subsidiary of the Company to, without approval of the BoardBoard of Directors, which approval must include the affirmative vote of a majority of the Preferred Directors (which majority shall include a Series B Director), or the approval of the Requisite HoldersDirectors: (a) make, or permit any subsidiary to make, any loan or advance to, or own any stock or other securities of, any subsidiary or other corporation, partnership, or other entity unless it is wholly owned by the Company; (b) make, or permit any subsidiary to make, any loan or advance to any Person, including, without limitation, any employee or director of the Company or any subsidiary, in excess of $100,000 (in the case of individuals) or $500,000 (in the case of Persons that are not individuals), except advances and similar expenditures in the ordinary course of business or under the terms of an employee stock or option plan approved by the BoardBoard of Directors; (c) guarantee, directly or indirectly, or permit any subsidiary to guarantee, directly or indirectly, any indebtedness of any third party, except for trade accounts of the Company or any subsidiary arising in the ordinary course of business; (d) make any investment inconsistent with any investment policy approved by the BoardBoard of Directors; (e) incur any aggregate indebtedness in excess of $500,000 that is not already included in a budget approved by the BoardBoard of Directors, other than trade credit incurred in the ordinary course of business; (f) otherwise enter into or be a party to any transaction with any stockholderdirector, director officer, or officer employee of the Company or any “associate” (as defined in Rule 12b-2 promulgated under the Exchange Act) of any such Person, except for transactions contemplated resulting in payments to or by this Agreement and the Purchase Agreement Company in an aggregate amount less than $75,000 per year or transactions (including agreements related to the compensation of the Company’s executive officers) made in the ordinary course of business and pursuant to reasonable requirements of the Company’s business and upon fair and reasonable terms that are approved by a majority of the disinterested members Board of Directors; (g) hire, terminate, or change the compensation of the executive officers, including approving any equity awards or profits interests to executive officers, provided that the Board may delegate its authority to make equity awards or profits interests to executive officers to a Compensation Committee of the Board; (gh) increase change the shares principal business of Common Stock reserved for issuance under the Company’s equity incentive plan , enter new lines of business, or adopt any other equity incentive plan; (h) hire or terminate exit the chief executive officercurrent line of business; (i) sell, assign, license, pledge, or encumber material technology or intellectual property, other than licenses granted in the ordinary course of business; or (j) enter into any corporate strategic relationship involving the payment, contribution, or assignment by the Company or to the Company of money or assets which exceeds greater than $5,000,000 in any single transaction or in the aggregate ten percent (10%) of the aggregate value of the Company’s net assets on a consolidated basis in any consecutive twelve-month period; (j) sell, lease, transfer, exclusively license or otherwise dispose of material assets and/or intellectual property of the Company or its subsidiaries, in one or a series of related transactions, the aggregate value of which exceeds $5,000,000 in any single transaction or in the aggregate ten percent (10%) of the aggregate value of the Company’s net assets on a consolidated basis in any consecutive twelve-month period; (k) acquire (by merger or stock or asset purchase or otherwise) any Person, business or asset in one or a series of related transactions, the aggregate value of which exceeds $5,000,0000 in any such one or series of related transactions or in the aggregate ten percent (10%) of the aggregate value of the Company’s net assets on a consolidated basis in any consecutive twelve-month period; (l) make any material change in the business plan or business scope; (m) settle any material litigation, arbitration or legal disputes; (n) appoint or remove the Company’s auditor or change materially in accounting policies and standards, including financial year or tax year of the Company; (o) effect any single capital expenditure, the value of which exceeds $5,000,000 in any single transaction or in the aggregate ten percent (10%) of the aggregate value of the Company’s net assets in any fiscal year; or (p) enter into an agreement to do any of the foregoing. For purposes of this Section 5.4, the value of any net assets shall be the value as determined by the Company in good faith. Upon the request of any Investor, the Company shall provide such Investor with reasonable written documentation supporting the basis of such determination of value, and provide such Investor with reasonable access to the personnel, properties, books and records of the Company for the purpose of evaluating the foregoing determination. If such Investor raises any reasonable objections to the foregoing determination, the Company shall consider in good faith such objections and make such revisions to the final determination of value as may be mutually agreed between the Company and such Investor. Notwithstanding anything to the contrary in this Section 5.4, such approval of the Board or the Requisite Holders shall not be required with respect to actions contemplated by any agreements entered into between the Company and its stockholder(s) on or prior to the date hereof500,000.

Matters Requiring Investor Director Approval. 46 So long as either (x) the holders of Series A Preferred Stock are entitled to elect one or more a Series A Directors or (y) the holders of the Series B Preferred Stock are entitled to elect one or more Series B DirectorsDirector, the Company hereby covenants and agrees with each of the Investors that it shall not, nor shall it permit any subsidiary of the Company to, without approval of the BoardBoard of Directors, which approval must include the affirmative vote of a majority [one/both] of the Preferred Directors (which majority shall include a Series B Director), or the approval of the Requisite Holders: (a) A Directors: 47 make, or permit any subsidiary to make, any loan or advance to, or own any stock or other securities of, any subsidiary or other corporation, partnership, or other entity unless it is wholly owned by the Company; (b) ; make, or permit any subsidiary to make, any loan or advance to any Person, including, without limitation, any employee or director of the Company or any subsidiary, in excess of $100,000 (in the case of individuals) or $500,000 (in the case of Persons that are not individuals), except advances and similar expenditures in the ordinary course of business or under the terms of an employee stock or option plan approved by the Board; (c) Board of Directors; guarantee, directly or indirectly, or permit any subsidiary to guarantee, directly or indirectly, any indebtedness of any third party, except for trade accounts of the Company or any subsidiary arising in the ordinary course of business; (d) ; make any investment inconsistent with any investment policy approved by the Board; (e) Board of Directors; incur any aggregate indebtedness in excess of $500,000 [_____] that is not already included in a budget approved by the BoardBoard of Directors, other than trade credit incurred in the ordinary course of business; (f) ; otherwise enter into or be a party to any transaction with any stockholderdirector, director officer, or officer employee of the Company or any “associate” (as defined in Rule 12b-2 promulgated under the Exchange Act) of any such Person, except for transactions contemplated by this Agreement and Agreement, the Purchase Agreement Agreement, and [_____][; transactions resulting in payments to or by the Company in an aggregate amount less than $[60,000] per year][; or transactions (including agreements related to the compensation of the Company’s executive officers) made in the ordinary course of business and pursuant to reasonable requirements of the Company’s business and upon fair and reasonable terms that are approved by a majority of the disinterested members Board of Directors]; hire, terminate, or change the compensation of the Board; (g) increase executive officers, including approving any option grants or stock awards to executive officers; change the shares principal business of Common Stock reserved for issuance under the Company’s equity incentive plan , enter new lines of business, or adopt any exit the current line of business; sell, assign, license, pledge, or encumber material technology or intellectual property, other equity incentive plan; (h) hire than licenses granted in the ordinary course of business; or terminate the chief executive officer; (i) enter into any corporate strategic relationship involving the payment, contribution, or assignment by the Company or to the Company of money or assets which exceeds greater than $5,000,000 in any single transaction or in the aggregate ten percent (10%) of the aggregate value of the Company’s net assets on a consolidated basis in any consecutive twelve-month period; (j) sell, lease, transfer, exclusively license or otherwise dispose of material assets and/or intellectual property of the Company or its subsidiaries, in one or a series of related transactions, the aggregate value of which exceeds $5,000,000 in any single transaction or in the aggregate ten percent (10%) of the aggregate value of the Company’s net assets on a consolidated basis in any consecutive twelve-month period; (k) acquire (by merger or stock or asset purchase or otherwise) any Person, business or asset in one or a series of related transactions, the aggregate value of which exceeds $5,000,0000 in any such one or series of related transactions or in the aggregate ten percent (10%) of the aggregate value of the Company’s net assets on a consolidated basis in any consecutive twelve-month period; (l) make any material change in the business plan or business scope; (m) settle any material litigation, arbitration or legal disputes; (n) appoint or remove the Company’s auditor or change materially in accounting policies and standards, including financial year or tax year of the Company; (o) effect any single capital expenditure, the value of which exceeds $5,000,000 in any single transaction or in the aggregate ten percent (10%) of the aggregate value of the Company’s net assets in any fiscal year; or (p) enter into an agreement to do any of the foregoing. For purposes of this Section 5.4, the value of any net assets shall be the value as determined by the Company in good faith. Upon the request of any Investor, the Company shall provide such Investor with reasonable written documentation supporting the basis of such determination of value, and provide such Investor with reasonable access to the personnel, properties, books and records of the Company for the purpose of evaluating the foregoing determination. If such Investor raises any reasonable objections to the foregoing determination, the Company shall consider in good faith such objections and make such revisions to the final determination of value as may be mutually agreed between the Company and such Investor. Notwithstanding anything to the contrary in this Section 5.4, such approval of the Board or the Requisite Holders shall not be required with respect to actions contemplated by any agreements entered into between the Company and its stockholder(s) on or prior to the date hereof[100,000].

Matters Requiring Investor Director Approval. So long as either (x) the holders of Series A Preferred Stock are 5AM or RAC is entitled to elect one or more Series A Directors or (y) the holders of the Series B designate a Preferred Stock are entitled to elect one or more Series B DirectorsDirector, the Company hereby covenants and agrees with each of the Investors that it shall not, nor shall it permit any subsidiary of the Company to, without approval of the BoardBoard of Directors, which approval must include the affirmative vote of a majority of the Preferred Directors (which majority shall include a Series B Director), or the approval of the Requisite HoldersDirectors: (a) make, or permit any subsidiary to make, any loan or advance to, or own any stock or other securities of, any subsidiary or other corporation, partnership, or other entity unless it is wholly owned by the Company; (b) make, or permit any subsidiary to make, any loan or advance to any Person, including, without limitation, any employee or director of the Company or any subsidiary, in excess of $100,000 (in the case of individuals) or $500,000 (in the case of Persons that are not individuals), except advances and similar expenditures in the ordinary course of business or under the terms of an employee stock or option plan approved by the BoardBoard of Directors; (c) guarantee, directly or indirectly, or permit any subsidiary to guarantee, directly or indirectly, any indebtedness of any third party, except for trade accounts of the Company or any subsidiary arising in the ordinary course of business; (d) make any investment inconsistent with any investment policy approved by the BoardBoard of Directors; (e) incur indebtedness to any aggregate indebtedness person in excess of $500,000 100,000 or $250,000 in the aggregate that is not already included in a budget approved by the BoardBoard of Directors, including the Requisite Directors, other than trade credit incurred in the ordinary course of business; (f) otherwise enter into or be a party to any transaction with any stockholderdirector, director officer, or officer employee of the Company or any “associate” (as defined in Rule 12b-2 promulgated under the Exchange Act) of any such Person, including without limitation any “management bonus” or similar plan providing payments to employees in connection with a Deemed Liquidation Event, as such term is defined in the Certificate of Incorporation, except for transactions contemplated by this Agreement and the Purchase Agreement Agreement; (g) hire, terminate, or transactions (including agreements related to change the compensation of the Company’s executive officers, including approving any option grants or stock awards to executive officers; (h) made change the principal business of the Company, enter new lines of business, or exit the current line of business; (i) sell, assign, license, pledge, or encumber material technology or intellectual property, other than licenses granted in the ordinary course of business upon fair and reasonable terms that are approved by a majority of the disinterested members of the Board;business; or (g) increase the shares of Common Stock reserved for issuance under the Company’s equity incentive plan or adopt any other equity incentive plan; (h) hire or terminate the chief executive officer; (ij) enter into any corporate strategic relationship involving the payment, contribution, or assignment by the Company or to the Company of money or assets which exceeds greater than $5,000,000 in any single transaction or in the aggregate ten percent (10%) of the aggregate value of the Company’s net assets on a consolidated basis in any consecutive twelve-month period; (j) sell, lease, transfer, exclusively license or otherwise dispose of material assets and/or intellectual property of the Company or its subsidiaries, in one or a series of related transactions, the aggregate value of which exceeds $5,000,000 in any single transaction or in the aggregate ten percent (10%) of the aggregate value of the Company’s net assets on a consolidated basis in any consecutive twelve-month period; (k) acquire (by merger or stock or asset purchase or otherwise) any Person, business or asset in one or a series of related transactions, the aggregate value of which exceeds $5,000,0000 in any such one or series of related transactions or in the aggregate ten percent (10%) of the aggregate value of the Company’s net assets on a consolidated basis in any consecutive twelve-month period; (l) make any material change in the business plan or business scope; (m) settle any material litigation, arbitration or legal disputes; (n) appoint or remove the Company’s auditor or change materially in accounting policies and standards, including financial year or tax year of the Company; (o) effect any single capital expenditure, the value of which exceeds $5,000,000 in any single transaction or in the aggregate ten percent (10%) of the aggregate value of the Company’s net assets in any fiscal year; or (p) enter into an agreement to do any of the foregoing. For purposes of this Section 5.4, the value of any net assets shall be the value as determined by the Company in good faith. Upon the request of any Investor, the Company shall provide such Investor with reasonable written documentation supporting the basis of such determination of value, and provide such Investor with reasonable access to the personnel, properties, books and records of the Company for the purpose of evaluating the foregoing determination. If such Investor raises any reasonable objections to the foregoing determination, the Company shall consider in good faith such objections and make such revisions to the final determination of value as may be mutually agreed between the Company and such Investor. Notwithstanding anything to the contrary in this Section 5.4, such approval of the Board or the Requisite Holders shall not be required with respect to actions contemplated by any agreements entered into between the Company and its stockholder(s) on or prior to the date hereof100,000.

Matters Requiring Investor Director Approval. So long as either (x) the holders of Series A AA Preferred Stock are entitled to elect one or more a Series A Directors or (y) the holders of the Series B Preferred Stock are entitled to elect one or more Series B DirectorsAA Director, the Company hereby covenants and agrees with each of the Investors that it shall not, nor shall it permit any subsidiary of the Company to, without approval of the BoardBoard of Directors, which approval must include the affirmative vote of a majority of the Preferred Directors (which majority shall include a Series B Director), or the approval of the Requisite HoldersAA Directors: (a) issue or obligate itself to issue any equity or debt securities other than pursuant to an equity incentive or similar plan approved by the Board of Directors; (b) create any new shares in an existing or novel class of stock; (c) incur, or obligate the Company to incur, any aggregate indebtedness in excess of $100,000 that is not already included in a budget approved by the Board of Directors, other than trade credit incurred in the ordinary course of business; (d) make, or permit any subsidiary to make, any loan or advance to, or own any stock or other securities of, any subsidiary or other corporation, partnership, or other entity unless it is wholly owned by the Company; (be) make, or permit any subsidiary to make, any loan or advance to any Person, including, without limitation, any employee or director of the Company or any subsidiary, in excess of $100,000 (in the case of individuals) or $500,000 (in the case of Persons that are not individuals), except advances and similar expenditures in the ordinary course of business or under the terms of an employee stock or option plan approved by the BoardBoard of Directors; (cf) guarantee, directly or indirectly, or permit any subsidiary to guarantee, directly or indirectly, any indebtedness of any third party, except for trade accounts of the Company or any subsidiary arising in the ordinary course of business; (dg) make any investment inconsistent with any investment policy approved by the BoardBoard of Directors; (eh) incur any aggregate indebtedness in excess of $500,000 that is not already included in a budget approved by the Board, other than trade credit incurred in the ordinary course of business; (f) otherwise enter into or be a party to any transaction with any stockholderdirector, director officer, or officer employee of the Company or any “associate” (as defined in Rule 12b-2 promulgated under the Exchange Act) of any such Person, except for transactions contemplated by this Agreement and Agreement, the Purchase Agreement Agreement, or transactions (including agreements related to the compensation of the Company’s executive officers) made in the ordinary course of business and pursuant to reasonable requirements of the Company’s business and upon fair and reasonable terms that are approved by a majority of the disinterested members Board of the Board; (g) increase the shares of Common Stock reserved for issuance under the Company’s equity incentive plan or adopt any other equity incentive plan; (h) hire or terminate the chief executive officerDirectors; (i) hire or change the compensation of the C- and EVP-level executive officers, including approving any option grants or stock awards to executive officers; (j) change the principal business of the Company, enter new lines of business, or exit the current line of business; (k) sell, assign, license, pledge, or encumber material technology or intellectual property, other than licenses granted in the ordinary course of business; or (l) enter into any corporate strategic relationship involving the payment, contribution, or assignment by the Company or to the Company of money or assets which exceeds greater than $5,000,000 in any single transaction or in the aggregate ten percent (10%) of the aggregate value of the Company’s net assets on a consolidated basis in any consecutive twelve-month period; (j) sell, lease, transfer, exclusively license or otherwise dispose of material assets and/or intellectual property of the Company or its subsidiaries, in one or a series of related transactions, the aggregate value of which exceeds $5,000,000 in any single transaction or in the aggregate ten percent (10%) of the aggregate value of the Company’s net assets on a consolidated basis in any consecutive twelve-month period; (k) acquire (by merger or stock or asset purchase or otherwise) any Person, business or asset in one or a series of related transactions, the aggregate value of which exceeds $5,000,0000 in any such one or series of related transactions or in the aggregate ten percent (10%) of the aggregate value of the Company’s net assets on a consolidated basis in any consecutive twelve-month period; (l) make any material change in the business plan or business scope; (m) settle any material litigation, arbitration or legal disputes; (n) appoint or remove the Company’s auditor or change materially in accounting policies and standards, including financial year or tax year of the Company; (o) effect any single capital expenditure, the value of which exceeds $5,000,000 in any single transaction or in the aggregate ten percent (10%) of the aggregate value of the Company’s net assets in any fiscal year; or (p) enter into an agreement to do any of the foregoing. For purposes of this Section 5.4, the value of any net assets shall be the value as determined by the Company in good faith. Upon the request of any Investor, the Company shall provide such Investor with reasonable written documentation supporting the basis of such determination of value, and provide such Investor with reasonable access to the personnel, properties, books and records of the Company for the purpose of evaluating the foregoing determination. If such Investor raises any reasonable objections to the foregoing determination, the Company shall consider in good faith such objections and make such revisions to the final determination of value as may be mutually agreed between the Company and such Investor. Notwithstanding anything to the contrary in this Section 5.4, such approval of the Board or the Requisite Holders shall not be required with respect to actions contemplated by any agreements entered into between the Company and its stockholder(s) on or prior to the date hereof200,000.

Matters Requiring Investor Director Approval. So For so long as either (x) the holders of Series outstanding Class A Preferred Stock are entitled (including any Class A Preferred that has been converted to elect one or more Series A Directors or common stock) represent no less than five percent (y5%) the holders of the Series B Preferred Stock are entitled to elect one or more Series B Directorsoutstanding stock of the Corporation, computed on a fully diluted and as converted basis, the Company hereby covenants and agrees with each of the Investors that it shall not, nor shall it permit any subsidiary of the Company to, without approval of the BoardBoard of Directors, which approval must include the affirmative vote of a majority of the Preferred Directors (which majority shall include a Series B Class A Director), or the approval of the Requisite Holders:; (a) make, or permit undertake any subsidiary to make, any loan or advance to, or own any stock or other securities of, any subsidiary or other corporation, partnership, or other entity unless it is wholly owned material acquisition by the Company, whether through an asset purchase, purchase of ownership interests, merger, consolidation or any similar transaction; (b) make, or permit incur any subsidiary to make, any loan or advance to any Person, including, without limitation, any employee or director additional indebtedness for borrowed money of the Company or any subsidiary, in excess of $100,000 (in the case of individuals) or $500,000 (in the case of Persons that are not individuals), except advances and similar expenditures in the ordinary course of business or under the terms of an employee stock or option plan approved by the Board; (c) guarantee, directly or indirectly, or permit any subsidiary to guarantee, directly or indirectly, any indebtedness of any third party, except for trade accounts purchase money liens or statutory liens of the Company landlords, mechanics, materialmen, workmen, warehousemen and other similar persons arising or any subsidiary arising in the ordinary course of business; (d) make any investment inconsistent with any investment policy approved by the Board; (e) incur any aggregate indebtedness in excess of $500,000 that is not already included in a budget approved by the Board, other than trade credit incurred in the ordinary course of business) in excess of an aggregate of one million dollars ($1,000,000) with a pledge of any assets of the company as collateral therefor; (c) amend, alter or repeal any provision of the Articles or Bylaws of the Company; (d) purchase or redeem (or permit any subsidiary to purchase or redeem) or pay or declare any dividend or make any distribution on, any shares of capital stock of the Company other than (i) redemptions of or dividends or distributions on the Class A Preferred Stock as expressly authorized herein, (ii) dividends or other distributions payable on the Common Stock solely in the form of additional shares of Common Stock, (iii) the repurchase of shares of Common Stock pursuant to the agreement with Axxxxx Xxxxxx (the only such agreement currently in effect as of the date hereof) and up to an aggregate of an additional five percent (5%) of the outstanding stock of the Corporation (computed on a fully diluted and as converted basis) from employees, officers, directors, consultants or other persons performing services for the Company pursuant to agreements under which the Company has the option to repurchase such shares upon the occurrence of certain events at no greater than (A) cost or (B) fair market value, as provided in such agreement or (iv) as approved by the Board of Directors, including the Class A Director; (e) make any material change in the primary business of the Company; (f) enter into initiate or be a party to settle any transaction with any stockholderlawsuit, director claim or officer other legal proceeding in excess of the Company or any “associate” (as defined in Rule 12b-2 promulgated under the Exchange Act) of any such Person, except for transactions contemplated by this Agreement and the Purchase Agreement or transactions (including agreements related to the compensation of the Company’s executive officers) made in the ordinary course of business upon fair and reasonable terms that are approved by a majority of the disinterested members of the Board$25,000; (g) increase the shares of Common Stock reserved file for issuance under the Company’s equity incentive plan bankruptcy or adopt initiate any other equity incentive planinsolvency proceedings; (h) hire any employee or terminate engage any independent contractor earning more than One Hundred Fifty Thousand Dollars ($150,000) per year in aggregate annual compensation, or granting any of the chief executive officerfive (5) most highly compensated existing employees or independent contractors more than a fifteen (15%) percent raise; (i) enter into or amend in any corporate strategic relationship involving material respect any real estate lease or material contract, which shall mean any contract costing the payment, contributionCompany more than $250,000 per year, or assignment of money or assets which exceeds $5,000,000 in any single transaction or in the aggregate ten percent that has more than a three (10%3) of the aggregate value of the Company’s net assets on a consolidated basis in any consecutive twelve-month periodyear term; (j) sell, lease, transfer, exclusively license or otherwise dispose of material assets and/or intellectual property (iv) any change in the fiscal year of the Company or its subsidiaries, in one or a series of related transactions, the aggregate value of which exceeds $5,000,000 in any single transaction or in the aggregate ten percent (10%) of the aggregate value of the Company’s net assets on a consolidated basis in any consecutive twelve-month period; (k) acquire (by merger or stock or asset purchase or otherwise) any Person, business or asset in one or a series of related transactions, the aggregate value of which exceeds $5,000,0000 in any such one or series of related transactions or in the aggregate ten percent (10%) of the aggregate value of the Company’s net assets on a consolidated basis in any consecutive twelve-month period; (l) make any material change in the business plan or business scope; (m) settle any material litigation, arbitration or legal disputes; (n) appoint or remove accounting principles applied in the Company’s auditor or change materially in accounting policies and standards, including preparation of the financial year or tax year statements of the Company; (ok) effect any single capital expenditurecreate a subsidiary (other than wholly-owned), the value of which exceeds $5,000,000 in any single transaction or in the aggregate ten percent (10%) of the aggregate value of the Company’s net assets in any fiscal year; or (pl) enter approve any transfer or entering into an agreement to do any related party transaction with a stockholder or immediate family of the foregoing. For purposes of this Section 5.4, the value of any net assets shall be the value as determined by the Company in good faith. Upon the request of any Investor, the Company shall provide such Investor with reasonable written documentation supporting the basis of such determination of value, and provide such Investor with reasonable access to the personnel, properties, books and records of the Company for the purpose of evaluating the foregoing determination. If such Investor raises any reasonable objections to the foregoing determination, the Company shall consider in good faith such objections and make such revisions to the final determination of value as may be mutually agreed between the Company and such Investor. Notwithstanding anything to the contrary in this Section 5.4, such approval of the Board or the Requisite Holders shall not be required with respect to actions contemplated by any agreements entered into between the Company and its stockholder(s) on or prior to the date hereofa stockholder.