Common use of Nomination of Directors Clause in Contracts

Nomination of Directors. (a) As of the Closing Date, the holders of the Preferred Stock, as a separate class, shall be entitled to appoint three (3) persons, and the Sellers agree that such appointees shall be as designated by the Star Entities (as defined below), Valley Venture Capital LP and/or any of its affiliates, and the Infinity Entities (as defined below) (the “Designating Sellers”), (b) at the next annual general meeting of the stockholders of Unity following the Closing Date, the holders of the Preferred Stock, as a separate class, shall be entitled to elect three (3) persons to the Board of Directors of Unity, to be nominated by the Designating Sellers, and (c) as of the next annual general meeting of the stockholders of Unity after the next annual general meeting of the Stockholders of Unity following the Closing Date, the holders of the Preferred Stock, as a separate class, shall be entitled to elect two (2) persons to the Board of Directors of Unity, to be nominated by the Designating Sellers. The Designating Sellers hereby designate Ran Shahor, Amir Gal-Or and Xxxxx Xxxxxxxxxxx as the persons to be appointed as directors on the Closing Date; Unity shall take all action to have such persons nominated at the first meeting of the stockholders of Unity to be convened following the execution of this Agreement. Unity undertakes that any and all directors appointed by the holders of the Preferred Stock shall be insured by a customary directors and officers insurance policy, which shall remain in force and effect with respect to each such director so long as any claims may be filed against such person with respect to any action or omission of such person as a member of the Board of Directors of Unity, provided that the directors of Unity may determine to not obtain such insurance if such determination is consented to by the directors nominated by the Designating Sellers. Unity undertakes that any and all directors appointed by the holders of the Preferred Stock shall be issued indemnification letter agreements in form and substance consistent with the current Bylaws of Unity. For purposes hereof, the Star Entities shall mean the holders of the majority of the securities of Unity held by (i) SVE STAR Ventures Enterprises No. VII, a German Civil Law Partnership (with limitation of liability), (ii) Star Seed Enterprises, a German Civil Law Partnership (with limitation of liability), (iii) SVM STAR Ventures Managementgesellschaft mbH Nr. 3 & Co. Beteiligungs KG Nr. 2, (iv) SVM Star Ventures Management GmbH Nr.3, and (v) SVE Star Ventures Enterprises GmbH & Co. No. VIIa KG and/or any of their affiliates. For purposes hereof, the Infinity Entities shall mean (i) Infinity I Annex Fund, L.P., (ii) FBR Infinity II Ventures (Israel) LP, (iii) FBR Infinity II Ventures LP, (iv) FBR Infinity II Ventures (Erisa) LP, (v) Israel Infinity Venture Capital Fund (Israel) L.P., (vi) Israel Infinity Venture Capital Fund (Delaware), L.P., (vii) Israel Infinity Venture Capital Fund (Cayman I), L.P., (viii) Israel Infinity Venture Capital Fund (Cayman II)L.P., (ix) Clal Industries and Investments Ltd., and (x) Clal Electronics Industries Ltd. and/or any of their affiliates. 13 Indemnification. a. Each Seller (each, an "Indemnifying Party") undertakes and agrees to indemnify Unity Wireless against and in respect of any and all direct losses, damages, costs and expenses (including reasonable legal fees and expenses) and shall on demand reimburse Unity Wireless for: i. any and all direct loss, liability or damage suffered or incurred by Unity Wireless (the “Indemnified Party”) by reason of any untrue representation, breach of warranty or non-fulfillment of any covenant by Celletra or such specific Seller contained herein; ii. any and all direct loss, liability or damage suffered or incurred by the Indemnified Party by reason of or in connection with any claim for finder's fee or brokerage or other commission arising by reason of any services alleged to have been rendered to or at the instance of the Indemnifying Party with respect to this Agreement or any of the transactions contemplated hereby; iii. any and all actions, suits, proceedings, claims, demands, assessments, judgments, costs, and expenses, including, without limitation, reasonable legal fees and expenses, incident to any of the foregoing or incurred in investigating or attempting to avoid the same or to oppose the imposition thereof, or in enforcing this indemnity.

Nomination of Directors. (a) As of the Closing Datedate hereof and for so long as the KKR Investors beneficially own, the holders on a collective basis: (i) at least 40% of the Preferred outstanding shares of Common Stock, KKR shall have the right, but not the obligation, to nominate to the Board a number of Directors (rounded up to the nearest whole number) equal to the authorized number of Directors of the Board at such time multiplied by 50.1%; and (ii) at least 10%, but less than 40%, of the outstanding shares of Common Stock, KKR shall have the right, but not the obligation, to nominate to the Board a number of Directors (rounded up to the nearest whole number) equal to the authorized number of Directors of the Board at such time multiplied by such percentage of the outstanding shares of Common Stock beneficially owned collectively by the KKR Investors. The Corporation agrees, to the fullest extent permitted by applicable law and the listing standards of the stock exchange on which the Class A Common Stock is then listed (the “Applicable Exchange Listing Standards”), to take all necessary and desirable actions to (1) include in the slate of nominees recommended by the Board for election at any meeting of stockholders called for the purpose of electing Directors the individuals designated pursuant to this Section 2(a) (to the extent that Directors of such nominee’s class are to be elected at such meeting for so long as the Board is classified), (2) nominate and recommend each such individual to be elected as a separate classDirector as provided herein, shall be entitled to appoint three and (3) personssolicit proxies or consents in favor thereof. The Corporation is entitled, solely for the purposes set forth in this Section 2(a), to identify each such individual as a KKR Director pursuant to this Agreement. In the event that KKR has nominated fewer than the total number of designees KKR is entitled to nominate pursuant to this Section 2(a), KKR shall have the right, at any time, to nominate such additional designees to which it is entitled, in which case the Corporation and the Sellers agree that such appointees Directors shall be as designated by the Star Entities (as defined below)take all necessary corporate action, Valley Venture Capital LP and/or any of its affiliates, and the Infinity Entities (as defined below) (the “Designating Sellers”), (b) at the next annual general meeting of the stockholders of Unity following the Closing Date, the holders of the Preferred Stock, as a separate class, shall be entitled to elect three (3) persons to the Board of Directors of Unityfullest extent permitted by applicable law, to be nominated by (x) enable KKR to nominate and effect the Designating Sellerselection or appointment of such additional individuals, and (cy) as to effect the election or appointment of the next annual general meeting of the stockholders of Unity after the next annual general meeting of the Stockholders of Unity following the Closing Date, the holders of the Preferred Stock, as a separate class, such additional individuals nominated by KKR to fill such newly-created directorships or to fill any other existing vacancies. Any such Director(s) nominated pursuant to this Section 2(a) shall be entitled to elect two (2) persons to the Board of Directors of Unity, to be nominated by the Designating Sellers. The Designating Sellers hereby designate Ran Shahor, Amir Gal-Or and Xxxxx Xxxxxxxxxxx as the persons to be appointed as directors on the Closing Date; Unity shall take all action to have such persons nominated at the first meeting of the stockholders of Unity to be convened following the execution of this Agreement. Unity undertakes that any and all directors appointed by the holders of the Preferred Stock shall be insured by a customary directors and officers insurance policy, which shall remain in force and effect with respect to each such director so long as any claims may be filed against such person with respect to any action or omission of such person as a member of the Board of Directors of Unity, provided that the directors of Unity may determine to not obtain such insurance if such determination is consented to by the directors nominated by the Designating Sellers. Unity undertakes that any and all directors appointed by the holders of the Preferred Stock shall be issued indemnification letter agreements in form and substance consistent with the current Bylaws of Unity. For purposes hereof, the Star Entities shall mean the holders of the majority of the securities of Unity held by (i) SVE STAR Ventures Enterprises No. VII, a German Civil Law Partnership (with limitation of liability), (ii) Star Seed Enterprises, a German Civil Law Partnership (with limitation of liability), (iii) SVM STAR Ventures Managementgesellschaft mbH Nr. 3 & Co. Beteiligungs KG Nr. 2, (iv) SVM Star Ventures Management GmbH Nr.3, and (v) SVE Star Ventures Enterprises GmbH & Co. No. VIIa KG and/or any of their affiliates. For purposes hereof, the Infinity Entities shall mean (i) Infinity I Annex Fund, L.P., (ii) FBR Infinity II Ventures (Israel) LP, (iii) FBR Infinity II Ventures LP, (iv) FBR Infinity II Ventures (Erisa) LP, (v) Israel Infinity Venture Capital Fund (Israel) L.P., (vi) Israel Infinity Venture Capital Fund (Delaware), L.P., (vii) Israel Infinity Venture Capital Fund (Cayman I), L.P., (viii) Israel Infinity Venture Capital Fund (Cayman II)L.P., (ix) Clal Industries and Investments Ltd., and (x) Clal Electronics Industries Ltd. and/or any of their affiliates. 13 Indemnification. a. Each Seller (each, an "Indemnifying Party") undertakes and agrees to indemnify Unity Wireless against and in respect of any and all direct losses, damages, costs and expenses (including reasonable legal fees and expenses) and shall on demand reimburse Unity Wireless for: i. any and all direct loss, liability or damage suffered or incurred by Unity Wireless (the “Indemnified Party”) by reason of any untrue representation, breach of warranty KKR Director” or non-fulfillment of any covenant by Celletra or such specific Seller contained herein; ii. any and all direct loss, liability or damage suffered or incurred by the Indemnified Party by reason of or in connection with any claim for finder's fee or brokerage or other commission arising by reason of any services alleged to have been rendered to or at the instance of the Indemnifying Party with respect to this Agreement or any of the transactions contemplated hereby; iii. any and all actions, suits, proceedings, claims, demands, assessments, judgments, costs, and expenses, including, without limitation, reasonable legal fees and expenses, incident to any of the foregoing or incurred in investigating or attempting to avoid the same or to oppose the imposition thereof, or in enforcing this indemnity“KKR Directors,” as applicable.

Nomination of Directors. The composition of each Board shall be determined in accordance with the following provisions: (a) As For so long as AmBev and BAC each have the Requisite Percentage, each of AmBev and BAC shall have the right to nominate 50% of the directors (and their respective alternates) constituting the Company Board and, in the case of each Subsidiary Board, 50% of the number of directors (and their respective alternates) that BAC is entitled to nominate under such subsidiary's charter documents or by-laws, any existing shareholders agreement or applicable law; (b) If either AmBev or BAC has less than the Requisite Percentage, then each of AmBev and BAC shall have the right to nominate a number of directors proportionate to their percentage share of the Voting Interest, determined by multiplying their percentage share of the Voting Interest by the number of directors constituting the entire Board (or, in the case of any Subsidiary Board, the number of directors BAC is entitled to nominate) and rounding upward or downward to the nearest whole number. In the circumstances contemplated in this clause (b), the number of directors constituting each entire Board shall be fixed at such number, subject to the limitations contained in the charter documents or by-laws of the Company or the applicable subsidiary, as will result in AmBev's and BAC's representation on each Board being as close to proportional as possible; and (c) Notwithstanding the foregoing, upon the occurrence of the Second Stage Closing Date, the holders all rights of the Preferred StockBAC to nominate directors shall terminate immediately, as a separate class, shall be entitled to appoint three (3) persons, and the Sellers agree that such appointees shall be as designated by the Star Entities (as defined below), Valley Venture Capital LP and/or any of its affiliates, and the Infinity Entities (as defined below) (the “Designating Sellers”), (b) at the next annual general meeting of the stockholders of Unity following the Closing Date, the holders of the Preferred Stock, as a separate class, shall be entitled to elect three (3) persons to the Board of Directors of Unity, to be nominated by the Designating Sellers, and (c) as of the next annual general meeting of the stockholders of Unity after the next annual general meeting of the Stockholders of Unity following the Closing Date, the holders of the Preferred Stock, as a separate class, shall be entitled to elect two (2) persons to the Board of Directors of Unity, to be nominated by the Designating Sellers. The Designating Sellers hereby designate Ran Shahor, Amir Gal-Or and Xxxxx Xxxxxxxxxxx as the persons to be appointed as directors on the Closing Date; Unity shall take all action to have such persons nominated at the first meeting of the stockholders of Unity to be convened following the execution of this Agreement. Unity undertakes that any and all directors appointed by the holders of the Preferred Stock shall be insured by a customary directors and officers insurance policy, which shall remain in force and effect with respect to each such director so long as any claims may be filed against such person with respect to any action or omission of such person as a member of the Board of Directors of Unity, provided that the directors of Unity may determine to not obtain such insurance if such determination is consented to by the directors nominated by BAC shall resign effective upon the Designating Sellers. Unity undertakes that any and all directors appointed Second Stage Closing Date and, as promptly as practicable thereafter, including by the holders means of the Preferred Stock calling a shareholders' meeting, each Board shall be issued indemnification letter agreements in form and substance consistent with reconstituted to include only directors nominated or approved by AmBev, subject to the current Bylaws of Unity. For purposes hereof, the Star Entities shall mean the holders of the majority of the securities of Unity held by (i) SVE STAR Ventures Enterprises No. VII, a German Civil Law Partnership (with limitation of liability), (ii) Star Seed Enterprises, a German Civil Law Partnership (with limitation of liability), (iii) SVM STAR Ventures Managementgesellschaft mbH Nr. 3 & Co. Beteiligungs KG Nr. 2, (iv) SVM Star Ventures Management GmbH Nr.3, and (v) SVE Star Ventures Enterprises GmbH & Co. No. VIIa KG and/or any of their affiliates. For purposes hereof, the Infinity Entities shall mean (i) Infinity I Annex Fund, L.P., (ii) FBR Infinity II Ventures (Israel) LP, (iii) FBR Infinity II Ventures LP, (iv) FBR Infinity II Ventures (Erisa) LP, (v) Israel Infinity Venture Capital Fund (Israel) L.P., (vi) Israel Infinity Venture Capital Fund (Delaware), L.P., (vii) Israel Infinity Venture Capital Fund (Cayman I), L.P., (viii) Israel Infinity Venture Capital Fund (Cayman II)L.P., (ix) Clal Industries and Investments Ltd., and (x) Clal Electronics Industries Ltd. and/or any of their affiliates. 13 Indemnification. a. Each Seller (each, an "Indemnifying Party") undertakes and agrees to indemnify Unity Wireless against and in respect rights of any and all direct losses, damages, costs and expenses (including reasonable legal fees and expenses) and shall on demand reimburse Unity Wireless for: i. other shareholders under any and all direct loss, liability subsidiary's charter or damage suffered or incurred by Unity Wireless (the “Indemnified Party”) by reason of any untrue representation, breach of warranty or nonBy-fulfillment of any covenant by Celletra or such specific Seller contained herein; ii. any and all direct loss, liability or damage suffered or incurred by the Indemnified Party by reason of or in connection with any claim for finder's fee or brokerage or other commission arising by reason of any services alleged to have been rendered to or at the instance of the Indemnifying Party with respect to this Agreement laws or any of the transactions contemplated hereby; iii. any and all actions, suits, proceedings, claims, demands, assessments, judgments, costs, and expenses, including, without limitation, reasonable legal fees and expenses, incident existing shareholders agreement to any of the foregoing or incurred in investigating or attempting to avoid the same or to oppose the imposition thereof, or in enforcing this indemnitynominate directors.

Nomination of Directors. (a) As Effective as of the Closing Original Issue ----------------------- Date, the Corporation shall elect to the board of directors three directors designated by the holders of such stock (such directors, together with their replacements as provided below, the "Designated Directors"), one of whom shall be a Class I director, one of whom shall be a Class II director, and one of whom shall be a Class III director. The holders of a majority of the Series B Cumulative Convertible Preferred Stock shall designate the classes of such initial Designated Directors. (i) In the event that any Designated Director shall resign, be unable to serve, or be removed (a "Replaced Designated Director"), the holders of a majority of the Series B Cumulative Convertible Preferred Stock shall have the right to designate a replacement to serve as Designated Director until the next meeting of shareholders at which directors of the same class as the Replaced Designated Director are elected. Any Designated Director may be removed from the Board, with or without cause, by the holders of a majority of the Series B Cumulative Convertible Preferred Stock. (ii) Except as provided below, at any time when the term of a Designated Director shall have ended and there shall be a meeting of shareholders of the Corporation to elect directors, the Corporation shall nominate for election to the board of directors, as a successor to any Designated Director serving pursuant to Section 13(a) or clause (i) of such provision, such person as is designated to be a Designated Director by the holders of a majority of the Series B Cumulative Convertible Preferred Stock. (iii) In the event that the holders of the Series B Cumulative Convertible Preferred Stock dispose of such stock or Conversion Shares (defined below) representing more than sixty-six and two-thirds percent (66-2/3%) and less than or equal to eighty percent (80%) of the voting power of the Series B Cumulative Convertible Preferred Stock issued on the Original Issue Date (plus any payment-in-kind dividends paid thereon), the number of Designated Directors shall be reduced to two. If there are then more than two Designated Directors serving on the board, the holders of a majority of the Series B Cumulative Convertible Preferred Stock shall remove one such Designated Director and the holders of such stock shall not have any right, pursuant to clause (ii) or otherwise, to cause the Corporation to nominate a designated successor to such removed director. (iv) In the event that the holders of the Series B Cumulative Convertible Preferred Stock dispose of such stock or Conversion Shares representing more than eighty percent (80%) and less than or equal ninety percent (90%) of the voting power of the Series B Cumulative Convertible Preferred Stock issued on the Original Issue Date (plus any payment-in-kind dividends paid thereon), the number of Designated Directors shall be reduced to one. If there is then more than one Designated Director serving on the board, the holders of a majority of the Series B Cumulative Convertible Preferred Stock shall remove all but one such Designated Director and the holders of such stock shall not have any right, pursuant to clause (ii) or otherwise, to cause the Corporation to nominate a designated successor to such removed director(s). (v) In the event that the holders of the Series B Cumulative Convertible Preferred Stock dispose of such stock or Conversion Shares representing more than ninety percent (90%) of the voting power of the Series B Cumulative Convertible Preferred Stock issued on the Original Issue Date (plus any payment-in-kind dividends paid thereon), there shall be no Designated Directors and any Designated Directors then serving on the board shall be removed, and their terms in office shall immediately expire, without any further action of the holders of such stock. (vi) The right to nominate directors pursuant to this provision is in addition to, and not in limitation of, any other rights and powers of the Series B Cumulative Convertible Preferred Stock. Directors nominated by the holders of the Series B Cumulative Convertible Preferred Stock in their capacity as holders of capital stock of the Corporation and not pursuant to clause (i), (ii), or (iii) above are not Designated Directors for purposes of this Certificate of Vote. (vii) The vote of the holders of Series B Cumulative Convertible Preferred Stock referred to in this Section may be exercised at a meeting of such holders or by written consent of holders with the requisite percentage of the voting power outstanding. (viii) Upon the reasonable request of the Corporation, the holders of the Preferred Stock, as a separate class, shall be entitled to appoint three (3) persons, and the Sellers agree that such appointees shall be as designated by the Star Entities (as defined below), Valley Venture Capital LP and/or any of its affiliates, and the Infinity Entities (as defined below) (the “Designating Sellers”), (b) at the next annual general meeting of the stockholders of Unity following the Closing Date, the holders of the Preferred Stock, as a separate class, shall be entitled to elect three (3) persons to the Board of Directors of Unity, to be nominated by the Designating Sellers, and (c) as of the next annual general meeting of the stockholders of Unity after the next annual general meeting of the Stockholders of Unity following the Closing Date, the holders of the Preferred Stock, as a separate class, shall be entitled to elect two (2) persons to the Board of Directors of Unity, to be nominated by the Designating Sellers. The Designating Sellers hereby designate Ran Shahor, Amir Gal-Or and Xxxxx Xxxxxxxxxxx as the persons to be appointed as directors on the Closing Date; Unity shall take all action to have such persons nominated at the first meeting of the stockholders of Unity to be convened following the execution of this Agreement. Unity undertakes that any and all directors appointed by the holders of the Series B Cumulative Convertible Preferred Stock shall be insured by a customary directors and officers insurance policy, which shall remain certify in force and effect with respect writing to each such director so long as any claims may be filed against such person with respect to any action or omission the Corporation their holding of such person as a member of the Board of Directors of Unity, provided that the directors of Unity may determine to not obtain such insurance if such determination is consented to by the directors nominated by the Designating Sellers. Unity undertakes that any and all directors appointed by the holders of the Preferred Stock shall be issued indemnification letter agreements in form and substance consistent with the current Bylaws of Unity. For purposes hereof, the Star Entities shall mean the holders of the majority of the securities of Unity held by (i) SVE STAR Ventures Enterprises No. VII, a German Civil Law Partnership (with limitation of liability), (ii) Star Seed Enterprises, a German Civil Law Partnership (with limitation of liability), (iii) SVM STAR Ventures Managementgesellschaft mbH Nr. 3 & Co. Beteiligungs KG Nr. 2, (iv) SVM Star Ventures Management GmbH Nr.3, and (v) SVE Star Ventures Enterprises GmbH & Co. No. VIIa KG and/or any of their affiliates. For purposes hereof, the Infinity Entities shall mean (i) Infinity I Annex Fund, L.P., (ii) FBR Infinity II Ventures (Israel) LP, (iii) FBR Infinity II Ventures LP, (iv) FBR Infinity II Ventures (Erisa) LP, (v) Israel Infinity Venture Capital Fund (Israel) L.P., (vi) Israel Infinity Venture Capital Fund (Delaware), L.P., (vii) Israel Infinity Venture Capital Fund (Cayman I), L.P., (viii) Israel Infinity Venture Capital Fund (Cayman II)L.P., Conversion Shares. (ix) Clal Industries and Investments Ltd., and (x) Clal Electronics Industries Ltd. and/or any For purposes of their affiliates. 13 Indemnification. a. Each Seller (each, an "Indemnifying Party") undertakes and agrees to indemnify Unity Wireless against and in respect of any and all direct losses, damages, costs and expenses (including reasonable legal fees and expenses) and shall on demand reimburse Unity Wireless forthis Section: i. any and all direct loss, liability or damage suffered or incurred by Unity Wireless (the “Indemnified Party”) by reason of any untrue representation, breach of warranty or non-fulfillment of any covenant by Celletra or such specific Seller contained herein; ii. any and all direct loss, liability or damage suffered or incurred by the Indemnified Party by reason of or in connection with any claim for finder's fee or brokerage or other commission arising by reason of any services alleged to have been rendered to or at the instance of the Indemnifying Party with respect to this Agreement or any of the transactions contemplated hereby; iii. any and all actions, suits, proceedings, claims, demands, assessments, judgments, costs, and expenses, including, without limitation, reasonable legal fees and expenses, incident to any of the foregoing or incurred in investigating or attempting to avoid the same or to oppose the imposition thereof, or in enforcing this indemnity.

Nomination of Directors. (a) As of the Closing Effective Time and until the Expiration Date, unless the holders Board of Directors decides otherwise by an affirmative vote of not less then eighty percent (80%) of the Preferred Stock, as a separate class, shall be entitled to appoint three (3) persons, and the Sellers agree that such appointees shall be as designated by the Star Entities (as defined below), Valley Venture Capital LP and/or any of its affiliates, and the Infinity Entities (as defined below) (the “Designating Sellers”), (b) Directors at the next annual general meeting of time, in the stockholders of Unity following the Closing Date, the holders of the Preferred Stock, as event that a separate class, shall be entitled to elect three (3) persons Former Corporation Director or a Director otherwise elected or nominated to the Board of Directors of Unity, to be nominated by the Designating Sellers, and Former Corporation Directors as set forth herein (c) as of such Directors together with the next annual general meeting of the stockholders of Unity after the next annual general meeting of the Stockholders of Unity following the Closing DateFormer Corporation Directors, the holders of the Preferred Stock, as "Corporation Aligned Directors") or a separate class, shall be entitled to elect two (2) persons Former WHN Director or a Director otherwise elected or nominated to the Board of Directors of Unity, to be nominated by the Designating Sellers. The Designating Sellers hereby designate Ran ShahorFormer WHN Directors as set forth herein (such Directors together with the Former WHN Directors, Amir Gal-Or and Xxxxx Xxxxxxxxxxx as the persons "WHN Aligned Directors"), shall resign, retire, be removed, no longer be able to serve or not stand or be appointed as directors on standing for reelection (for whatever reason, including the Closing Date; Unity shall take all action to have such persons nominated at the first meeting of the stockholders of Unity to be convened following the execution of this Agreement. Unity undertakes that any and all directors appointed by the holders of the Preferred Stock shall be insured by a customary directors and officers insurance policy, which shall remain in force and effect with respect to each such director so long as any claims may be filed against such person with respect to any action or omission of such person as a member failure of the Board of Directors of Unityto nominate such person), provided that the directors of Unity may determine to not obtain such insurance then (a) if such determination is consented Director shall be a Corporation Aligned Director, then the Corporation Aligned Directors shall have the exclusive right to nominate an individual reasonably acceptable to the Governance Committee to fill such vacancy and the entire Board of Directors shall either elect such person a Director to fill such vacancy or, if applicable, nominate such person for election as a Director by the directors nominated by the Designating Sellers. Unity undertakes that any and all directors appointed by the holders shareholders of the Preferred Stock shall be issued indemnification letter agreements in form and substance consistent with the current Bylaws of Unity. For purposes hereof, the Star Entities shall mean the holders of the majority of the securities of Unity held by (i) SVE STAR Ventures Enterprises No. VII, a German Civil Law Partnership (with limitation of liability), (ii) Star Seed Enterprises, a German Civil Law Partnership (with limitation of liability), (iii) SVM STAR Ventures Managementgesellschaft mbH Nr. 3 & Co. Beteiligungs KG Nr. 2, (iv) SVM Star Ventures Management GmbH Nr.3Corporation, and (vb) SVE Star Ventures Enterprises GmbH & Co. Noif such Director shall be a WHN Aligned Director, then the WHN Aligned Directors shall have the exclusive right to nominate an individual reasonably acceptable to the Governance Committee to fill such vacancy and the entire Board of Directors shall either elect such person a Director to fill such vacancy or, if applicable, nominate such person for election as a Director by the shareholders of the Corporation. VIIa KG and/or any of their affiliates. For purposes hereof, the Infinity Entities shall mean (i) Infinity I Annex Fund, L.P., (ii) FBR Infinity II Ventures (Israel) LP, (iii) FBR Infinity II Ventures LP, (iv) FBR Infinity II Ventures (Erisa) LP, (v) Israel Infinity Venture Capital Fund (Israel) L.P., (vi) Israel Infinity Venture Capital Fund (Delaware), L.P., (vii) Israel Infinity Venture Capital Fund (Cayman I), L.P., (viii) Israel Infinity Venture Capital Fund (Cayman II)L.P., (ix) Clal Industries and Investments Ltd., and (x) Clal Electronics Industries Ltd. and/or any of their affiliates. 13 Indemnification. a. Each Seller (each, an "Indemnifying Party") undertakes and agrees to indemnify Unity Wireless against and in respect The term of any and all direct losses, damages, costs and expenses (including reasonable legal fees and expenses) and Director elected to fill a vacancy shall on demand reimburse Unity Wireless for: i. any and all direct loss, liability or damage suffered or incurred by Unity Wireless (the “Indemnified Party”) by reason of any untrue representation, breach of warranty or non-fulfillment of any covenant by Celletra or such specific Seller contained herein; ii. any and all direct loss, liability or damage suffered or incurred by the Indemnified Party by reason of or in connection with any claim for finder's fee or brokerage or other commission arising by reason of any services alleged to have been rendered to or expire at the instance end of the Indemnifying Party with respect to this Agreement or any of the transactions contemplated hereby; iii. any and all actions, suits, proceedings, claims, demands, assessments, judgments, costs, and expenses, including, without limitation, reasonable legal fees and expenses, incident to any of the foregoing or incurred in investigating or attempting to avoid the same or to oppose the imposition thereof, or in enforcing this indemnityterm for which such Director's predecessor was elected.

Nomination of Directors. (aA) As The Participating Shareholders and Mariner acknowledge the benefits of a Board nominated with the Closing Dateknowledge, experience and talents of both the holders of the Preferred Stock, as a separate class, Participating Shareholders and Mariner. (B) Mariner shall be entitled to appoint nominate four (4) candidates for election to the Board; Xxxxxx X. Xxxxxx shall be entitled to nominate two (2) candidates for election to the Board, including himself; Xxxx X. Xxxxxxxx shall be entitled to nominate one (1) candidate for election to the Board and Lionshead Investments shall be entitled to nominate one (1) candidate for election to the Board, provided that one of the candidates nominated to the Board by Xxxxxx X. Xxxxxx and each of the candidates nominated to the Board by Xxxx X. Xxxxxxxx and Lionshead Investments shall qualify as Independent Directors in accordance with the Rules of the New York Stock Exchange and all other applicable laws and regulations that may be enacted from time to time; and, the Chief Executive Officer of NYMAGIC, INC. shall be entitled to nominate three (3) personsdirectors for election to the Board, and the Sellers agree that such appointees all of whom shall be Independent Directors, as described in this Article IV(B), for a total of eleven directors. The Participating Shareholders shall, consistent with director fiduciary duties, cause their nominees to vote for one of the Mariner nominated members of the Board, as designated by Mariner as Chairman of each meeting. If any of Xxxxxx X. Xxxxxx, Xxxx X. Xxxxxxxx, or Lionshead Investments does not nominate a candidate for the Star Entities Board as authorized under this Article IV (as defined belowB), Valley Venture Capital LP and/or any Mariner may instead nominate a number of its affiliates, and candidates equal to the Infinity Entities number not nominated by these individuals. (as defined belowC) (Provided that the “Designating Sellers”), (b) at the next annual general meeting candidates of the stockholders of Unity following the Closing Date, the holders Participating Shareholders would not be legally disqualified from serving as directors of the Preferred StockCorporation, as a separate class, shall be entitled Mariner agrees to elect three (3) persons to vote the Board Voting Shares in favor of Directors the election of Unity, to be such candidates or any successor or replacement candidates nominated by the Designating Sellers, and Participating Shareholders. (cD) as Subject to the provisions of the next annual general meeting of the stockholders of Unity after the next annual general meeting of the Stockholders of Unity following the Closing DateCorporation’s By-laws, the holders of the Preferred Stockany Participating Shareholder entitled under this Article IV to designate any director or successor director may, as a separate classacting reasonably, shall be entitled to elect two (2) persons to the Board of Directors of Unity, to be replace any director nominated by the Designating Sellers. The Designating Sellers hereby designate Ran Shahor, Amir Gal-Or him at any time and Xxxxx Xxxxxxxxxxx as the persons from time to be appointed as directors on the Closing Date; Unity shall take all action to have such persons nominated at the first meeting of the stockholders of Unity to be convened following the execution of this Agreement. Unity undertakes that any and all directors appointed by the holders of the Preferred Stock shall be insured by a customary directors and officers insurance policy, which shall remain in force and effect time with respect to each such director so long as any claims may be filed against such person with respect to any action or omission of such person as a member of the Board of Directors of Unitywithout cause, provided that the directors of Unity may determine to not obtain such insurance if such determination is consented to by the directors nominated by the Designating Sellers. Unity undertakes that any and all directors appointed by the holders of the Preferred Stock shall be issued indemnification letter agreements in form and substance consistent replacement director complies with the current Bylaws provisions of Unity. For purposes hereof, the Star Entities shall mean the holders of the majority of the securities of Unity held by Article IV (i) SVE STAR Ventures Enterprises No. VII, a German Civil Law Partnership (with limitation of liabilityB), (ii) Star Seed Enterprises, a German Civil Law Partnership (with limitation of liability), (iii) SVM STAR Ventures Managementgesellschaft mbH Nr. 3 & Co. Beteiligungs KG Nr. 2, (iv) SVM Star Ventures Management GmbH Nr.3, and (v) SVE Star Ventures Enterprises GmbH & Co. No. VIIa KG and/or any of their affiliates. For purposes hereof, the Infinity Entities shall mean (i) Infinity I Annex Fund, L.P., (ii) FBR Infinity II Ventures (Israel) LP, (iii) FBR Infinity II Ventures LP, (iv) FBR Infinity II Ventures (Erisa) LP, (v) Israel Infinity Venture Capital Fund (Israel) L.P., (vi) Israel Infinity Venture Capital Fund (Delaware), L.P., (vii) Israel Infinity Venture Capital Fund (Cayman I), L.P., (viii) Israel Infinity Venture Capital Fund (Cayman II)L.P., (ix) Clal Industries and Investments Ltd., and (x) Clal Electronics Industries Ltd. and/or any of their affiliates. 13 Indemnification. a. Each Seller (each, an "Indemnifying Party") undertakes and agrees to indemnify Unity Wireless against and in respect of any and all direct losses, damages, costs and expenses (including reasonable legal fees and expenses) and shall on demand reimburse Unity Wireless for: i. any and all direct loss, liability or damage suffered or incurred by Unity Wireless (the “Indemnified Party”) by reason of any untrue representation, breach of warranty or non-fulfillment of any covenant by Celletra or such specific Seller contained herein; ii. any and all direct loss, liability or damage suffered or incurred by the Indemnified Party by reason of or in connection with any claim for finder's fee or brokerage or other commission arising by reason of any services alleged to have been rendered to or at the instance of the Indemnifying Party with respect to this Agreement or any of the transactions contemplated hereby; iii. any and all actions, suits, proceedings, claims, demands, assessments, judgments, costs, and expenses, including, without limitation, reasonable legal fees and expenses, incident to any of the foregoing or incurred in investigating or attempting to avoid the same or to oppose the imposition thereof, or in enforcing this indemnity.

Nomination of Directors. (a) As of the Closing Date, the holders of the Preferred Stock, as a separate class, shall be entitled to appoint three (3) persons, and the Sellers agree that such appointees shall be as designated by the Star Entities (as defined below), Valley Venture Capital LP and/or any of its affiliates, and the Infinity Entities (as defined below) (the “Designating Sellers”), (b) at the next annual general meeting of the stockholders of Unity following the Closing Date, the holders of the Preferred Stock, as a separate class, shall be entitled to elect three (3) persons to the Board of Directors of Unity, to be nominated by the Designating Sellers, and (c) as of the next annual general meeting of the stockholders of Unity after the next annual general meeting of the Stockholders of Unity following the Closing Date, the holders of the Preferred Stock, as a separate class, shall be entitled to elect two (2) persons to the Board of Directors of Unity, to be nominated by the Designating Sellers. The Designating Sellers hereby designate Ran Shahor, Amir Gal-Or and Xxxxx Xxxxxxxxxxx as the persons to be appointed as directors on the Closing Date; Unity shall take all action to have such persons nominated at the first meeting of the stockholders of Unity to be convened following the execution of this Agreement. Unity undertakes that any and all directors appointed by the holders of the Preferred Stock shall be insured by a customary directors and officers insurance policy, which shall remain in force and effect with respect to each such director so long as any claims may be filed against such person with respect to any action or omission of such person as a member of the Board of Directors of Unity, provided that the directors of Unity may determine to not obtain such insurance if such determination is consented to by the directors nominated by the Designating Sellers. Unity undertakes that any and all directors appointed by the holders of the Preferred Stock shall be issued indemnification letter agreements in form and substance consistent with the current Bylaws of Unity. For purposes hereof, the Star Entities shall mean the holders of the majority of the securities of Unity held by (i) SVE STAR Ventures Enterprises No. VII, a German Civil Law Partnership (with limitation of liability), (ii) Star Seed Enterprises, a German Civil Law Partnership (with limitation of liability), (iii) SVM STAR Ventures Managementgesellschaft mbH Nr. 3 & Co. Beteiligungs KG Nr. 2, (iv) SVM Star Ventures Management GmbH Nr.3, and (v) SVE Star Ventures Enterprises GmbH & Co. No. VIIa KG and/or any of their affiliates. For purposes hereof, the Infinity Entities shall mean (i) Infinity I Annex Fund, L.P., (ii) FBR Infinity II Ventures (Israel) LP, (iii) FBR Infinity II Ventures LP, (iv) FBR Infinity II Ventures (Erisa) LP, (v) Israel Infinity Venture Capital Fund (Israel) L.P., (vi) Israel Infinity Venture Capital Fund (Delaware), L.P., (vii) Israel Infinity Venture Capital Fund (Cayman I), L.P., (viii) Israel Infinity Venture Capital Fund (Cayman II)L.P., (ix) Clal Industries and Investments Ltd., and (x) Clal Electronics Industries Ltd. and/or any of their affiliates. 13 Indemnification. a. Each Seller (each, an "Indemnifying Party") undertakes and agrees to indemnify Unity Wireless against and in respect of any and all direct losses, damages, costs and expenses (including reasonable legal fees and expenses) and shall on demand reimburse Unity Wireless for: i. any and all direct loss, liability or damage suffered or incurred by Unity Wireless (the “Indemnified Party”) by reason of any untrue representation, breach of warranty or non-fulfillment of any covenant by Celletra or such specific Seller contained herein; ii. any and all direct loss, liability or damage suffered or incurred by the Indemnified Party by reason of or in connection with any claim for finder's fee or brokerage or other commission arising by reason of any services alleged to have been rendered to or at the instance of the Indemnifying Party with respect to this Agreement or any of the transactions contemplated hereby; iii. any and all actions, suits, proceedings, claims, demands, assessments, judgments, costs, and expenses, including, without limitation, reasonable legal fees and expenses, incident to any of the foregoing or incurred in investigating or attempting to avoid the same or to oppose the imposition thereof, or in enforcing this indemnity.

Nomination of Directors. (a) As Following the Closing, at any annual meeting of stockholders of the Closing DateCompany for which the term of any of the three directors of the Company affiliated with CHP expire (or in the event of their earlier death or resignation), the holders Company agrees that it shall nominate an individual designated by CHP (the "CHP Designee") to serve in such individual's applicable class of the Preferred StockCompany's Board of Directors for a term ending on the third annual meeting following the meeting at which such director was elected, such that CHP shall have the right to designate an aggregate of three nominees for the Company's Board of Directors; provided that, in the judgment of the Company's Board of Directors, the applicable CHP Designee is reasonably qualified to serve as a separate classdirector; and provided further that following the Closing, Samuxx Xxxxx xxxll not be considered a CHP Designee. The Company further agrees that following the Closing (i) if requested by CHP, it shall increase the size of its Board of Directors to permit the initial nomination of the third CHP Designee to Class C of the Company's Board of Directors, which vacancy shall be entitled to appoint three (3) persons, and the Sellers agree that such appointees shall be as designated filled by the Star Entities Board at such time as CHP may direct and which CHP Designee shall hold office for a term expiring at the annual meeting of stockholders at which the term for Class C directors expires and (as defined below)ii) in any proxy statement of the Company covering the election of a CHP Designee, Valley Venture Capital LP and/or any of the Company shall recommend to its affiliates, and the Infinity Entities (as defined below) (the “Designating Sellers”), stockholders that they vote to elect such CHP Designee. (b) at The obligations set forth in Section 4(a) above shall terminate in the next annual general meeting event that CHP and its affiliates collectively own beneficially for purposes of Section 13(d) of the stockholders Securities Exchange Act of Unity following 1934, as amended (the Closing Date"Exchange Act"), the holders less than 15% of the Preferred Stock, Company's outstanding Common Stock as a separate class, shall be entitled to elect three (3) persons to evidenced by filings under the Board of Directors of Unity, to be nominated by the Designating Sellers, and Exchange Act. (c) as of the next annual general meeting of the stockholders of Unity after the next annual general meeting of the Stockholders of Unity following the Closing Date, the holders of the Preferred Stock, as a separate class, The parties agree that no directors' fees or other compensation shall be entitled to elect two (2) persons payable by the Company to the Board CHP Designees by reason of Directors of Unity, to be nominated by the Designating Sellers. The Designating Sellers hereby designate Ran Shahor, Amir Gal-Or and Xxxxx Xxxxxxxxxxx their service as the persons to be appointed as directors on the Closing Date; Unity shall take all action to have such persons nominated at the first meeting of the stockholders of Unity to be convened following the execution of this Agreement. Unity undertakes that any and all directors appointed by the holders of the Preferred Stock shall be insured by a customary directors and officers insurance policy, which shall remain in force and effect with respect to each such director so long as any claims may be filed against such person with respect to any action or omission of such person as a member members of the Board of Directors of Unitythe Company or on any committee thereof, provided that the directors of Unity may determine to not obtain such insurance if such determination is consented to by the directors nominated by the Designating Sellers. Unity undertakes that any and all directors appointed by the holders of the Preferred Stock shall be issued indemnification letter agreements in form and substance consistent with the current Bylaws of Unity. For purposes hereof, the Star Entities shall mean the holders of the majority of the securities of Unity held by (i) SVE STAR Ventures Enterprises No. VII, a German Civil Law Partnership (with limitation of liability), (ii) Star Seed Enterprises, a German Civil Law Partnership (with limitation of liability), (iii) SVM STAR Ventures Managementgesellschaft mbH Nr. 3 & Co. Beteiligungs KG Nr. 2, (iv) SVM Star Ventures Management GmbH Nr.3, and (v) SVE Star Ventures Enterprises GmbH & Co. No. VIIa KG and/or any of their affiliates. For purposes hereof, the Infinity Entities shall mean (i) Infinity I Annex Fund, L.P., (ii) FBR Infinity II Ventures (Israel) LP, (iii) FBR Infinity II Ventures LP, (iv) FBR Infinity II Ventures (Erisa) LP, (v) Israel Infinity Venture Capital Fund (Israel) L.P., (vi) Israel Infinity Venture Capital Fund (Delaware), L.P., (vii) Israel Infinity Venture Capital Fund (Cayman I), L.P., (viii) Israel Infinity Venture Capital Fund (Cayman II)L.P., (ix) Clal Industries and Investments Ltd., and (x) Clal Electronics Industries Ltd. and/or any of their affiliates. 13 Indemnification. a. Each Seller (each, an "Indemnifying Party") undertakes and agrees to indemnify Unity Wireless against and in respect of any and all direct losses, damages, costs and other than reimbursement for reasonable out-of-pocket expenses (including reasonable legal fees and expenses) and shall on demand reimburse Unity Wireless for: i. any and all direct loss, liability or damage suffered or incurred by Unity Wireless (the “Indemnified Party”) by reason of any untrue representation, breach of warranty or non-fulfillment of any covenant by Celletra or such specific Seller contained herein; ii. any and all direct loss, liability or damage suffered or incurred by the Indemnified Party by reason of or in connection with any claim for finder's fee or brokerage or other commission arising by reason of any services alleged to have been rendered to or attendance at the instance meetings of the Indemnifying Party with respect to this Agreement Board of Directors or any of the transactions contemplated hereby; iii. any and all actions, suits, proceedings, claims, demands, assessments, judgments, costs, and expenses, including, without limitation, reasonable legal fees and expenses, incident to any of the foregoing or incurred in investigating or attempting to avoid the same or to oppose the imposition thereof, or in enforcing this indemnitysuch committee.

Nomination of Directors. (a) As Until the earlier of (x) such date that the Stockholder holds less than one-third of the Closing Datenumber of shares of Common Stock held by it in the aggregate as of the Effective Time of the Merger (as adjusted, if necessary, to take into account any stock dividend, stock split, combination of shares, subdivision or recapitalization of the capital stock of the Company) and (y) such date that the Group no longer has the right to nominate to stand for election all of the directors of the Company’s Board of Directors under the terms of Section 2.1(a) of the Principals Stockholders Agreement, the holders Stockholder shall have the right to designate for nomination one (1) individual to stand for election as a member of the Preferred Stock, as a separate class, shall be entitled to appoint three (3) persons, and the Sellers agree that such appointees shall be as designated by the Star Entities (as defined below), Valley Venture Capital LP and/or any Company’s Board of its affiliates, and the Infinity Entities (as defined below) Directors (the “Designating SellersNominee”), and upon such designation by the Stockholder such Nominee shall, in turn, be nominated by the Co-Founders, pursuant to the terms of the Principals Stockholders Agreement, to stand for election as a member of the Company’s Board of Directors, so long as such Nominee is reasonably satisfactory to the Co-Founders. Upon such nomination by the Co-Founders, such Nominee shall stand for election as a member of the Company’s Board of Directors in accordance with the Parent Certificate (as such term is defined in the Merger Agreement). In the event that a Nominee is not reasonably satisfactory to the Co-Founders, the Stockholder shall have the right to designate a different individual as a Nominee until a Nominee is reasonably satisfactory to the Co-Founders. The Nominee shall be nominated by the Co-Founders as a Class I Director (as such term is defined in the Parent Certificate). The Co-Founders hereby agree that Xx. Xxxxx Xxx (“Xx. Xxx”) is deemed reasonably acceptable for purposes hereof. (b) at The Stockholder shall provide the next Co-Founders with its Nominee designee within 30 days of receipt of a written request from the Co-Founders for such designee’s name, provided that the Co-Founders shall not deliver such notice more than 90 days prior to the applicable annual general meeting of the stockholders of Unity following the Closing Date, Company. If the holders Stockholder fails to designate for nomination by the Co-Founders the requisite individual to stand for election as a member of the Preferred Stock, as a separate class, shall be entitled to elect three (3) persons to the Company’s Board of Directors at such meeting within such 30 day period, then, so long as the Group has the right to nominate all of Unitythe directors of the Company under the terms of Section 2.1(a) of the Principals Stockholders Agreement, the Co-Founders shall have the right, in lieu of the Stockholder, to nominate to stand for election as a member of the Company’s Board of Directors in accordance with Principals Stockholders Agreement and the Parent Certificate such individual that the Stockholder so failed to designate. (c) In the event that a Nominee dies, resigns or is otherwise removed by the Stockholder, the Stockholder shall have the right to designate such Nominee’s replacement, who shall be nominated by the Co-Founders and approved by a majority of the directors of Company’s Board of Directors in accordance with the terms of the Parent Certificate and the Company’s bylaws; provided, however, that such replacement Nominee is reasonably acceptable to the Co-Founders. In the event that a replacement Nominee is not reasonably satisfactory to the Co-Founders, the Stockholder shall have the right to designate a different individual as a replacement Nominee until a replacement Nominee is reasonably satisfactory to the Co-Founders. (d) The Co-Founders agree to vote, or cause the voting, of all of the shares of Common Stock held or otherwise controlled by them to elect the Nominee. If the Nominee is not Xx. Xxx, on the first anniversary of such Nominee either being elected or appointed to the Company’s Board of Directors, if such Nominee is not reasonably satisfactory to a majority of the Company’s Board of Directors (excluding the Nominee), then the Stockholder shall cause such Nominee to resign immediately. The Stockholder may designate an individual to be nominated by the Designating Sellers, and Co-Founders pursuant to paragraph (c) above to fill such vacancy created by the resignation of such Nominee in accordance with the terms of this Agreement, but only so long as of the next annual general meeting of Stockholder has the stockholders of Unity after the next annual general meeting of the Stockholders of Unity following the Closing Date, the holders of the Preferred Stock, as a separate class, shall be entitled right to elect two (2) persons designate for nomination one individual to the Company’s Board of Directors pursuant to the terms hereof and provided that if any such replacement Nominee is not Xx. Xxx, if on the first anniversary of Unitysuch replacement Nominee either being elected or appointed to the Company’s Board, such Nominee is not reasonably satisfactory to a majority of the Company’s Board of Directors (excluding the Nominee), then the Stockholder shall cause such Nominee to resign immediately and the Stockholder may designate an individual to be nominated by the Designating Sellers. The Designating Sellers hereby designate Ran Shahor, Amir Gal-Or as provided above in this clause (d) and Xxxxx Xxxxxxxxxxx as the persons to be appointed as directors on the Closing Date; Unity shall take all action to have such persons nominated at the first meeting of the stockholders of Unity to be convened following the execution of this Agreement. Unity undertakes that any and all directors appointed by the holders of the Preferred Stock Nominee shall be insured by a customary directors and officers insurance policy, which shall remain in force and effect with respect subject to each such director so long removal as any claims may be filed against such person with respect to any action or omission of such person as a member of the Board of Directors of Unity, provided that the directors of Unity may determine to not obtain such insurance if such determination is consented to by the directors nominated by the Designating Sellers. Unity undertakes that any and all directors appointed by the holders of the Preferred Stock shall be issued indemnification letter agreements in form and substance consistent with the current Bylaws of Unity. For purposes hereof, the Star Entities shall mean the holders of the majority of the securities of Unity held by (i) SVE STAR Ventures Enterprises No. VII, a German Civil Law Partnership (with limitation of liability), (ii) Star Seed Enterprises, a German Civil Law Partnership (with limitation of liability), (iii) SVM STAR Ventures Managementgesellschaft mbH Nr. 3 & Co. Beteiligungs KG Nr. 2, (iv) SVM Star Ventures Management GmbH Nr.3, and (v) SVE Star Ventures Enterprises GmbH & Co. No. VIIa KG and/or any of their affiliates. For purposes hereof, the Infinity Entities shall mean (i) Infinity I Annex Fund, L.P., (ii) FBR Infinity II Ventures (Israel) LP, (iii) FBR Infinity II Ventures LP, (iv) FBR Infinity II Ventures (Erisa) LP, (v) Israel Infinity Venture Capital Fund (Israel) L.P., (vi) Israel Infinity Venture Capital Fund (Delaware), L.P., (vii) Israel Infinity Venture Capital Fund (Cayman I), L.P., (viii) Israel Infinity Venture Capital Fund (Cayman II)L.P., (ix) Clal Industries and Investments Ltd., and (x) Clal Electronics Industries Ltd. and/or any of their affiliates. 13 Indemnificationherein. a. Each Seller (each, an "Indemnifying Party") undertakes and agrees to indemnify Unity Wireless against and in respect of any and all direct losses, damages, costs and expenses (including reasonable legal fees and expenses) and shall on demand reimburse Unity Wireless for: i. any and all direct loss, liability or damage suffered or incurred by Unity Wireless (the “Indemnified Party”) by reason of any untrue representation, breach of warranty or non-fulfillment of any covenant by Celletra or such specific Seller contained herein; ii. any and all direct loss, liability or damage suffered or incurred by the Indemnified Party by reason of or in connection with any claim for finder's fee or brokerage or other commission arising by reason of any services alleged to have been rendered to or at the instance of the Indemnifying Party with respect to this Agreement or any of the transactions contemplated hereby; iii. any and all actions, suits, proceedings, claims, demands, assessments, judgments, costs, and expenses, including, without limitation, reasonable legal fees and expenses, incident to any of the foregoing or incurred in investigating or attempting to avoid the same or to oppose the imposition thereof, or in enforcing this indemnity.

Nomination of Directors. (a) As of Beginning with the Closing Dateannual Shareholders Meeting to be held in 2019: (i) so long as the Designating Shareholder and its Permitted Holders hold more than 18,000,000 Shares (as adjusted for stock splits, the holders of the Preferred Stockstock dividends, as a separate class, shall be entitled to appoint three (3) persons, reclassification and the Sellers agree that such appointees shall be as designated by the Star Entities (as defined below), Valley Venture Capital LP and/or any of its affiliates, and the Infinity Entities (as defined below) (the “Designating Sellers”), (b) at the next annual general meeting of the stockholders of Unity following the Closing Date, the holders of the Preferred Stock, as a separate class, shall be entitled to elect three (3) persons to the Board of Directors of Unity, to be nominated by the Designating Sellers, and (clike) as of the next annual general meeting relevant Registration Date (as defined in the Articles) in respect of the stockholders of Unity after the next annual general meeting of the Stockholders of Unity following the Closing Datea Shareholders Meeting, the holders of the Preferred Stock, as a separate class, Company shall be entitled to elect include two (2) persons designated by the Designating Shareholder as members of the slate of Board nominees proposed by the Board for election by the Company’s shareholders at the annual Shareholders Meeting and, subject to the Board’s fiduciary duties, shall recommend that the Company’s shareholders vote in favor of the election of both such nominees; and (ii) if the Designating Shareholder and its Permitted Holders hold more than 10,000,000 Shares (as adjusted for stock splits, stock dividends, reclassification and the like) and 18,000,000 or fewer Shares (as adjusted for stock splits, stock dividends, reclassification and the like) as of the relevant Registration Date (as defined in the Articles) in respect of a Shareholders Meeting, the Company shall include one (1) person designated by the Designating Shareholder as a member of the slate of Board nominees proposed by the Board for election by the Company’s shareholders at the annual Shareholders Meeting and, subject to the Board’s fiduciary duties, shall recommend that the Company’s shareholders vote in favor of the election of such nominee. (b) For purposes of this Agreement, Shares that are subject to any swap or other arrangement that transfers, in whole or in part, any of the economic consequences of ownership of the Shares to any Person other than the Designating Shareholder or its Permitted Holders shall not be counted for purposes of calculating the number of Shares held by the Designating Shareholder. (c) The Board shall not withdraw any nomination or, subject to the Board’s fiduciary duties, recommendation required under Section 2.2(a), unless the Designating Shareholder delivers to the Board a written request for such withdrawal. Further, (i) for any Shareholders Meeting of Directors the Company’s shareholders for the election of Unitymembers of the Board, the Board shall not nominate, in the aggregate, a number of nominees greater than the number of members of the Board, (ii) subject to the Board’s fiduciary duties, the Board shall not recommend the election of any other person to a position on the Board for which a Designated Director has been nominated, and (iii) the Company shall use commercially reasonable efforts to cause each Designated Director to be nominated by elected to the Designating SellersBoard. The Designating Sellers hereby designate Ran ShahorIf elected to the Board, Amir Gal-Or and Xxxxx Xxxxxxxxxxx as the persons to be appointed as directors on the Closing Date; Unity shall take all action to have such persons nominated at the first meeting of the stockholders of Unity to be convened following the execution of this Agreement. Unity undertakes that any and all directors appointed by the holders of the Preferred Stock shall be insured by a customary directors and officers insurance policy, which shall remain in force and effect with respect to each such director so long as any claims may be filed against such person with respect to any action Designated Director will hold his or omission of such person her office as a member of the Board for such term as is provided in the Articles, or until his or her death, resignation or removal from the Board or until his or her successor has been duly elected and qualified in accordance with the provisions of this Agreement, the Articles and applicable law. (d) If the ownership of outstanding Shares by the Designating Shareholder and its Permitted Holders falls below any threshold set forth in Section 2.2(a) above, the number of Directors of Unity, provided that the Designating Shareholder shall be entitled to designate for nomination at any Shareholders Meeting for the election of members of the Board held (or given) after such time shall be reduced to such number that does not exceed the number that the Designating Shareholder is then entitled to designate for nomination pursuant to Section 2.2(a), and the Designating Shareholder shall cause one or more, as applicable, of the applicable Designated Directors to resign as of the date that is the earlier of the end of such Director’s term and one month from the date on which the ownership of Shares fell below the applicable threshold if the nominating committee of the Board requests the resignation of such Designated Directors, and the number of directors that the Designating Shareholder shall be entitled to so designate shall be forever so reduced, even if the Designating Shareholder or its Permitted Holders shall subsequently acquire additional Shares. For the avoidance of Unity may determine doubt, if the ownership of outstanding Shares by the Designating Shareholder and its Permitted Holders falls below any threshold set forth in Section 2.2(a) above after the filing of the Company’s proxy statement relating to the election of the Designated Directors but before the Shareholders Meeting with respect to the election of such Designated Directors, the Board shall be entitled, in its sole discretion, to remove from the slate of Board nominees one or more Designated Directors so that the number of Designated Directors subject to election at the Shareholders Meeting does not obtain such insurance exceed the number of Directors that the Designating Shareholder is then entitled to designate for nomination pursuant to Section 2.2(a). (e) The Designating Shareholder shall cause any of its Designated Directors to resign promptly from the Board if such determination is consented to Designated Director, as determined by the directors Board in good faith after consultation with outside legal counsel, (i) is prohibited or disqualified from serving as a director of the Company under any rule or regulation of the SEC, the Exchange, or by applicable law, (ii) has engaged in acts or omissions constituting a breach of the Designated Director’s fiduciary duties to the Company or its shareholders, (iii) has engaged in acts or omissions that involve intentional misconduct or an intentional violation of law or (iv) has engaged in any transaction involving the Company from which the Designated Director derived an improper personal benefit that was not disclosed to the Board prior to the authorization of such transaction; provided, however, that, subject to the limitations set forth in Section 2.2(a), the Designating Shareholder shall have the right to replace such resigning Designated Director with a new Designated Director, such newly named Designated Director to be appointed promptly to the Board in place of the resigning Designated Director in the manner set forth in the Company’s governing documents for filling vacancies on the Board. Nothing in this paragraph (e) or elsewhere in this Agreement shall confer any third-party beneficiary or other rights upon any person designated hereunder as a Designated Director, whether during or after such person’s service on the Board. (f) For so long as the Designating Shareholder has the right to designate at least one (1) Designated Director for nomination to the Board pursuant to Section 2.2(a) above, the Board shall fill vacancies created by reason of death, removal or resignation of any Designated Director promptly upon request by the Designating Shareholder and only as directed by the Designating Shareholder, subject to the terms and conditions set forth in Section 2.2(a) above and Sections 2.2(g) and 2.2(h) below. (g) The Designating Shareholder shall only designate a person to be a Designated Director (i) who the Designating Shareholder believes in good faith has the requisite skill and experience to serve as a director of a publicly-traded company, (ii) who is not prohibited from or disqualified from serving as a director of the Company pursuant to any rule or regulation of the SEC, the Exchange, or applicable law, (iii) who meets the independence standards established by the Exchange, and (iv) with respect to whom no event required to be disclosed pursuant to Item 401(f) of Regulation S-K of the 1934 Act has occurred. In the event that the members of the Board object to the nomination, election or appointment of any Designated Director to the Board pursuant to the terms of this Section 2.2(g), the Board shall nominate or appoint, as applicable, another individual designated by the Designating Shareholder as the Designating Shareholder’s Designated Director nominated for election to the Board, who meets the criteria set forth in this Section 2.2(g) and Section 2.2(h). (h) Notwithstanding anything to the contrary in this Section 2.2, nothing shall prevent the Directors from acting in accordance with their respective fiduciary duties or applicable law or stock exchange requirements. The Board shall have no obligation to nominate, elect or appoint any Designated Director if such nomination, election or appointment would violate applicable law or Exchange requirements or result in a breach by the Board of its fiduciary duties to its shareholders; provided, however, that the foregoing shall not affect the right of the Designating Shareholder to designate an alternative individual as the Designating Shareholder’s Designated Director nominated for election to the Board, subject to the other terms, conditions and provisions in this Article II. (i) The Designating Shareholder shall exercise its voting rights as a holder of Shares of the Company in order (insofar as it is able to do so through the exercise of such rights) to give full effect to the terms of this Agreement, including (i) to vote in favor of the election of any person nominated by the Designating Sellers. Unity undertakes that any and all directors appointed Shareholder to be a Director, if the election of such person is recommended by the holders of the Preferred Stock shall be issued indemnification letter agreements in form and substance consistent with the current Bylaws of Unity. For purposes hereof, the Star Entities shall mean the holders of the majority of the securities of Unity held by (i) SVE STAR Ventures Enterprises No. VII, a German Civil Law Partnership (with limitation of liability)Board, (ii) Star Seed Enterprises, to prevent the Articles from being amended in a German Civil Law Partnership (manner inconsistent with limitation of liability)this Agreement, (iii) SVM STAR Ventures Managementgesellschaft mbH Nr. 3 & Co. Beteiligungs KG Nr. 2, to dismiss the Designating Shareholder’s designee Director who has not timely resigned as required pursuant to the terms of this Agreement and (iv) SVM Star Ventures Management GmbH Nr.3to hold any necessary meetings of the holders of Shares (or execute and deliver consents in lieu of meetings of holders of Shares), and (v) SVE Star Ventures Enterprises GmbH & Co. No. VIIa KG and/or approve any resolutions at such meetings, that are necessary to effect the terms of their affiliates. For purposes hereof, the Infinity Entities shall mean (i) Infinity I Annex Fund, L.P., (ii) FBR Infinity II Ventures (Israel) LP, (iii) FBR Infinity II Ventures LP, (iv) FBR Infinity II Ventures (Erisa) LP, (v) Israel Infinity Venture Capital Fund (Israel) L.P., (vi) Israel Infinity Venture Capital Fund (Delaware), L.P., (vii) Israel Infinity Venture Capital Fund (Cayman I), L.P., (viii) Israel Infinity Venture Capital Fund (Cayman II)L.P., (ix) Clal Industries and Investments Ltd., and (x) Clal Electronics Industries Ltd. and/or any of their affiliates. 13 Indemnificationthis Agreement. a. Each Seller (eachj) Non-employee Directors shall receive customary director compensation, an "Indemnifying Party") undertakes and agrees to indemnify Unity Wireless against and in respect of any and all direct losses, damages, costs and expenses (including reasonable legal fees and expenses) and shall on demand reimburse Unity Wireless for: i. any and all direct loss, liability or damage suffered or incurred by Unity Wireless (the “Indemnified Party”) by reason of any untrue representation, breach of warranty or non-fulfillment of any covenant by Celletra or such specific Seller contained herein; ii. any and all direct loss, liability or damage suffered or incurred as established by the Indemnified Party by reason Board. All Directors shall be reimbursed for reasonable and customary travel and lodging expenses upon submission of or in connection with any claim for finder's fee or brokerage or other commission arising by reason of any services alleged to have been rendered to or at the instance of the Indemnifying Party with respect to this Agreement or any of the transactions contemplated hereby; iii. any and all actions, suits, proceedings, claims, demands, assessments, judgments, costs, and expenses, including, without limitation, reasonable legal fees and expenses, incident to any of the foregoing or incurred in investigating or attempting to avoid the same or to oppose the imposition thereof, or in enforcing this indemnityproper receipts.

Nomination of Directors. (a) As Within 10 Business Days following the Nomination Start Date, the Board shall increase the size of the Closing Board (if there are no vacancies then on the Board) and appoint the Investor Director Designee as a director to fill such vacancy or such existing vacancy (the first date on which an Investor Director Designee commences to serve on the Board is the “First Seat Date,” provided that if Investor declines to appoint the Investor Director Designee at such time, the First Seat Date shall be 10 Business Days following the Nomination Start Date). If the CFIUS Approval Condition is not satisfied because either (i) the parties hereto jointly withdraw the application therefor or (ii) CFIUS notifies the parties in writing that CFIUS (A) has completed its review or investigation and has determined that it requires no more time to review or investigate and (B) intends to send a report to the President recommending that the President act to suspend or prohibit the Transactions (the “CFIUS Denial”), the parties hereto shall use their commercially reasonable best efforts, consistent with any recommendations or concerns of CFIUS during the 10 day period following the CFIUS Denial (the "CFIUS Cure Period") to negotiate an amendment to this Agreement to give effect to the terms and provisions of this Section 4.07 to provide for an Investor-designated nominee to serve as a Director in compliance with applicable Law (the "CFIUS Cure Amendment"). (b) Upon the occurrence of the Fall-Away of Investor Board Rights, (i) the Investor Director Designee shall immediately resign at the request of the Board (which request may be upon or at any time following the occurrence of the Fall-Away of Investor Board Rights), and Investor shall cause the Investor Director Designee immediately to resign from the Board effective as of the date requested by the Board, and (ii) Investor shall no longer have any rights under this Section 4.07, including, for the avoidance of doubt, any designation and/or nomination rights under Section 4.07(c) or Section 4.07(d). (c) Until the occurrence of the Fall-Away of Investor Board Rights, at any annual or special meeting of the Company’s stockholders at which Directors are to be elected and at which the seat held by the Investor Director Designee is subject to election, Investor shall have the right to designate one Investor Director Designee, which Investor Director Designee will be nominated by the Company for election to the Board at such annual meeting. The Company shall include the Investor Director Designee designated by Investor in accordance with this Section 4.07(c) in the Company’s slate of nominees for the applicable annual meeting of the Company’s stockholders and shall recommend that, and solicit proxies from, the holders of the Preferred StockCompany’s common stock vote in favor of the Investor Director Designee in a manner consistent with other non-executive director nominees on the Company’s slate of nominees. For the avoidance of doubt, as a separate class, Investor shall not be entitled required to appoint three (3) persons, and comply with the Sellers agree that such appointees shall be as designated advance notice provisions generally applicable to the nomination of Directors by the Star Entities (as defined below), Valley Venture Capital LP and/or any of its affiliates, and the Infinity Entities (as defined below) (the “Designating Sellers”), (b) at the next annual general meeting of the stockholders of Unity following the Closing Date, the holders of the Preferred Stock, as a separate class, shall be entitled to elect three (3) persons to the Board of Directors of Unity, to be nominated by the Designating Sellers, and (c) as of the next annual general meeting of the stockholders of Unity after the next annual general meeting of the Stockholders of Unity following the Closing Date, the holders of the Preferred Stock, as a separate class, shall be entitled to elect two (2) persons to the Board of Directors of Unity, to be nominated by the Designating Sellers. The Designating Sellers hereby designate Ran Shahor, Amir Gal-Or and Xxxxx Xxxxxxxxxxx as the persons to be appointed as directors on the Closing Date; Unity shall take all action to have such persons nominated at the first meeting of the stockholders of Unity to be convened following the execution of this Agreement. Unity undertakes that any and all directors appointed by the holders of the Preferred Stock shall be insured by a customary directors and officers insurance policy, which shall remain in force and effect with respect to each such director Company so long as any claims may be filed against such person Investor provides reasonable advance notice to the Company of the Investor Director Designee prior to the mailing of the proxy statement by the Company; provided that the Company shall provide reasonable advance notice to Investor of the expected mailing date. The Company will provide Investor with a reasonable opportunity to review and provide comments, which the Company will consider in good faith, with respect to any action portion of the proxy statement or omission other proxy materials relating to Investor, the Investor Parties, the Investor Director Designee or this Agreement, the Joint Venture Agreement or the License Agreement. (d) Subject to Section 4.07(g), the Investor Director Designee shall be invited to, provided notice of such person and materials for all meetings of the Board substantially in the same manner (including with respect to timing and content) as other non-executive Directors. (e) In the event of the death, disability, resignation or removal of any Investor Director Designee as a member of the Board (other than resignation pursuant to Section 4.07(b)), Investor, until the occurrence of Directors the Fall-Away of UnityInvestor Board Rights, shall be entitled to designate an Investor Director Designee reasonably acceptable to the Board (and if the Board has a nominating committee at such time, such committee) (provided, that Investor’s chief executive officer as of the date of this Agreement shall be deemed to be acceptable to the Board and such committee) to replace such Investor Director Designee, and subject to Section 4.07(f) and any applicable provisions of the DGCL, the Company shall take, or cause to be taken, all actions necessary to cause such Investor Director Designee to be promptly appointed to fill such resulting vacancy. To the extent that the Board (or its nominating committee) reasonably determines that the proposed Investor Director Designee is not acceptable, Investor shall be permitted to propose additional Persons until such time that the Board (or its nominating committee) determines that a proposed Investor Director Designee is reasonably acceptable. With respect to any advance written resignation from the Board submitted by an Investor Director Designee to be effective upon the occurrence of one or more events specified therein, including upon notice from Investor to the Company that such resignation is effective, the Company will promptly take, or cause to be taken, all action necessary to recognize such resignation and appoint the replacement for such resigned Investor Director Designee to the Board, in each case in accordance with this Agreement and applicable Law, including the DGCL. (f) The Company’s obligations to have any Investor Director Designee appointed to the Board or to nominate any Investor Director Designee for election as a director at any meeting of the Company’s stockholders pursuant to this Section 4.07, as applicable, shall in each case be subject to such Investor Director Designee’s reasonable satisfaction of all requirements regarding service as a director of the Company under applicable Law and the rules or listing standards of the National Securities Exchange on which the Common Stock is listed regarding service as a director of the Company and all other criteria and qualifications for service as a director generally applicable to all non-executive directors of the Company (in each case, excluding any "independence" requirements under the rules or listing standards of a National Securities Exchange, the rules of, or promulgated by, the SEC or the Securities Act of 1933, as amended, and/or the Securities Exchange Act); provided that the directors shares of Unity may determine to not obtain such insurance if such determination is consented to Common Stock owned by the directors nominated by Investor Parties shall count towards the Designating Sellers. Unity undertakes Investor Director Designee’s stock ownership requirements under the Company’s stock ownership guidelines; provided, that any in no event shall such Investor Director Designee’s relationship with Investor or its Affiliates or the existence of or payments under this Agreement, the Joint Venture Agreement or the License Agreement or the Investor Parties’ ownership of Common Stock, in and all directors appointed by the holders of itself, be considered to disqualify such Investor Director Designee from being a member of the Preferred Stock Board pursuant to this Section 4.07. Investor will cause each Investor Director Designee to make himself or herself reasonably available for interviews and to consent to such reference and background checks or other investigations as the Board may reasonably request to determine the Investor Director Designee’s eligibility and qualification to serve as a director of the Company. No Investor Director Designee shall be issued indemnification letter agreements eligible to serve on the Board if he or she has been involved in form and substance consistent with the current Bylaws of Unity. For purposes hereof, the Star Entities shall mean the holders any of the majority events enumerated under Item 2(d) or (2) of Schedule 13D under the Exchange Act or Item 401(f) of Regulation S-K under the Securities Act of 1933, as amended, or is subject to any Judgment prohibiting service as a director of any company with a class of equity securities registered under Section 12 of the securities Exchange Act. As a condition to any Investor Director Designee’s election to the Board or nomination for election as a director of Unity held by the Company at any meeting of the Company’s stockholders, Investor and the Investor Director Designee must provide to the Company: (i) SVE STAR Ventures Enterprises No. VIIall information requested by the Company that is required to be or is reasonably and customarily disclosed for directors, candidates for directors and their respective Affiliates and Representatives in a German Civil Law Partnership (proxy statement or other filings in accordance with limitation applicable Law, the rules or listing standards of liability)the National Securities Exchange on which the Common Stock is listed or the Company Charter Documents or corporate governance guidelines of the Company generally applicable to all non-executive Directors, in each case, relating to the Investor Director Designee’s election as a Director; (ii) Star Seed Enterprisesall information requested by the Company in connection with assessing eligibility and other criteria applicable to Directors or satisfying compliance and legal or regulatory obligations, in each case, relating to the Investor Director Designee’s nomination or election, as applicable, as a German Civil Law Partnership (with limitation director of liability), the Company; and (iii) SVM STAR Ventures Managementgesellschaft mbH Nr. 3 & Co. Beteiligungs KG Nr. 2an undertaking in writing by the Investor Director Designee: a. to be subject to, (iv) SVM Star Ventures Management GmbH Nr.3bound by and duly comply with the Code of Business Conduct and Ethics and the Xxxxxxx Xxxxxxx Policy, and (v) SVE Star Ventures Enterprises GmbH & Co. No. VIIa KG and/or each in the form agreed upon by the other non-executive members of the Board of the Company; and b. to recuse himself or herself from any deliberations or discussion of their affiliates. For purposes hereof, the Infinity Entities shall mean Board or any committee thereof (i) Infinity I Annex Fundregarding this Agreement, L.P.the Joint Venture Agreement, (ii) FBR Infinity II Ventures (Israel) LP, (iii) FBR Infinity II Ventures LP, (iv) FBR Infinity II Ventures (Erisa) LP, (v) Israel Infinity Venture Capital Fund (Israel) L.P., (vi) Israel Infinity Venture Capital Fund (Delaware), L.P., (vii) Israel Infinity Venture Capital Fund (Cayman I), L.P., (viii) Israel Infinity Venture Capital Fund (Cayman II)L.P., (ix) Clal Industries and Investments Ltd., and (x) Clal Electronics Industries Ltd. and/or any of their affiliates. 13 Indemnification. a. Each Seller (each, an "Indemnifying Party") undertakes and agrees to indemnify Unity Wireless against and in respect of any and all direct losses, damages, costs and expenses (including reasonable legal fees and expenses) and shall on demand reimburse Unity Wireless for: i. any and all direct loss, liability or damage suffered or incurred by Unity Wireless (the “Indemnified Party”) by reason of any untrue representation, breach of warranty or non-fulfillment of any covenant by Celletra or such specific Seller contained herein; ii. any and all direct loss, liability or damage suffered or incurred by the Indemnified Party by reason of or in connection with any claim for finder's fee or brokerage or other commission arising by reason of any services alleged to have been rendered to or at the instance of the Indemnifying Party with respect to this License Agreement or any of the terms, provisions or transactions contemplated hereby; iii. any and all actionshereunder or thereunder or transactions, suitscontroversies, proceedingsdisputes or other matter involving the Company or its Affiliates, claims, demands, assessments, judgments, costson the one hand, and expensesInvestor or its Affiliates, on the other; or (ii) that, in the Company’s management’s or Board’s reasonable judgment, would reasonably be likely to (A) result in a conflict of interest or be deemed competitive in nature, including, without limitation, trade secrets or potential acquisitions, divestitures or other business opportunities, (B) adversely affect the attorney-client privilege between the Company and its counsel, attorney work product protection or similar legal privilege, or (C) result in a violation of applicable Law. (g) The Company shall be permitted to withhold any information and to exclude the Investor Director Designee from any meeting or portion thereof with respect to information and meetings involving items to which Section 4.07(f)(iii)b) is applicable, provided that the Company shall use its commercially reasonable legal fees efforts to provide the Investor Director Designee with prior notice regarding information or meetings to which such individual is being excluded, and expensesa general summary of the rationale of such exclusion, incident to the extent possible without disclosing information that may otherwise be withheld. (h) Investor shall be entitled, in its sole discretion, to, from time to time, waive and/or resume its right under this Section 4.07 until the Fall-Away of Investor Board Rights. For the avoidance of doubt, if Investor waives such right (unless expressly stated by Investor as irrevocable), it shall be permitted at any time by written notice to the Company to resume such rights, and promptly following receipt of such notice the Company shall take all requisite actions to cause an Investor Director Designee to be nominated to and seated on the Board. (i) The Company shall indemnify the Investor Director Designee and provide the Investor Director Designee with director and officer insurance to the same extent as it indemnifies and provides such insurance to other non-executive members of the Board pursuant to the Company Charter Documents, the DGCL or otherwise. Section 4.08 Voting Until the occurrence of the Fall-Away of Investor Board Rights: (a) at each meeting of the stockholders of the Company and at every postponement or adjournment thereof, Investor shall, and shall cause the Investor Parties to, take such action as may be required so that all of the shares of Common Stock beneficially owned, directly or indirectly, by the Investor Parties and entitled to vote at such meeting of stockholders are voted (i) in favor of each director nominated and recommended by the Board for election at any such meeting, (ii) against any stockholder nominations for director which are not approved and recommended by the Board for election at any such meeting, (iii) in favor of the Company’s “say-on-pay” proposal and any proposal by the Company relating to equity compensation that has been approved by the compensation committee of the Board and as recommended by the Board with respect to any “say-on-frequency” proposal, (iv) in favor of the Company’s proposal for ratification of the appointment of the Company’s independent registered public accounting firm, and (v) in favor of any of the foregoing or incurred Board’s recommendations at stockholder meetings; provided, that, notwithstanding anything to the contrary contained herein, (x) if the Company is in investigating or attempting material breach of Section 4.07 and Investor has delivered a notice of such breach to avoid the Company, until cured, no Investor Party shall be required to comply with this Section 4.08(a), and (y) the Investor Parties shall not be obligated to vote in the same or manner as recommended by the Board with respect to oppose the imposition thereofapproval of, or other proposal directly related to, any merger or other business combination transaction involving the Company, the sale of all or substantially all of the assets of the Company and its Subsidiaries or any contemplated Company Change of Control transaction; and (b) Except in enforcing this indemnitythe circumstances contemplated by clause (x) of Section 4.08(a), Investor shall, and shall cause the Investor Parties to, be present, in person or by proxy, at all meetings of the stockholders of the Company so that all shares of Common Stock beneficially owned by the Investor Parties may be counted for the purposes of determining the presence of a quorum and voted in accordance with Section 4.08(a) at such meetings (including at any adjournments or postponements thereof).

Nomination of Directors. (a) As of From and after the Closing Date, date that the holders of the Preferred Stock, as a separate class, shall be entitled to appoint three (3) persons, and the Sellers agree that such appointees shall be as designated by the Star Entities (as defined below), Valley Venture Capital LP and/or any of its affiliates, and the Infinity Entities (as defined below) (the “Designating Sellers”), (b) at the next annual general meeting of the stockholders of Unity following the Closing Date, the holders of the Preferred Stock, as a separate class, shall be Securities are no longer entitled to elect three (3) persons at least one Preferred Director to the Board of Directors pursuant to the Certificate of UnityDesignation, to be nominated by the Designating Sellers, and following provisions apply: (ca) For so long as Purchaser has Beneficial Ownership of at least five percent (5%) of the next annual general meeting outstanding shares of Voting Stock, Purchaser shall have the right to designate such number of the stockholders authorized number of Unity after the next annual general meeting of the Stockholders of Unity following the Closing Date, the holders of the Preferred Stock, as a separate class, shall be entitled to elect two (2) persons directors to the Board of Directors consistent with the voting power held by Purchaser on the date hereof, calculated as a percentage of Unity, the overall votes entitled to be nominated by cast in the Designating Sellers. The Designating Sellers hereby designate Ran Shahorelection of directors, Amir Gal-Or rounded to the nearest whole number, and Xxxxx Xxxxxxxxxxx as the persons to be appointed as directors on Company, acting through the Closing Date; Unity shall take all action to have such persons nominated at the first meeting of the stockholders of Unity to be convened following the execution of this Agreement. Unity undertakes that any and all directors appointed by the holders of the Preferred Stock shall be insured by a customary directors and officers insurance policy, which shall remain in force and effect with respect to each such director so long as any claims may be filed against such person with respect to any action or omission of such person as a member committee of the Board of Directors with authority to select or recommend director nominees for the Board’s selection (the “Nominating Committee”), and, as necessary, the Board of UnityDirectors, provided shall cause such individual or individuals (each, a “Purchaser Designee” and together with the Preferred Directors, “Purchaser Directors”) to be nominated for election or appointment to the Board of Directors as set forth below; provided, that the Nominating Committee’s obligations under this Agreement are subject to the requirements of the committee members’ fiduciary duties as directors and Delaware General Corporation Law. At each meeting of the Company’s stockholders at which the directors of Unity may determine the Company are to not obtain be elected and, if the Board of Directors is classified at the time of such insurance if election, at which the class of directors of which the Purchaser Designee is a member, the Board of Directors agrees to recommend that the stockholders elect to the Board of Directors each Purchaser Designee nominated for election at such determination is consented meeting in accordance with the provisions of Section 5.1(a), subject to the directors’ fiduciary duties as directors and the Delaware General Corporation Law. (b) At any time at which a vacancy shall be created on the Board of Directors as a result of the death, disability, retirement, resignation, removal or otherwise of a Purchaser Designee, Purchaser shall then have, as a result thereof, the right to designate a replacement person for nomination for election to the Board of Directors, as specified in Section 5.1(a) and subject to the limitations thereof. Purchaser shall have the right to designate for appointment by the remaining directors nominated under the Bylaws of the Company an individual to fill such vacancy and serve as a director. In connection with the foregoing, Purchaser agrees to provide information to the Nominating Committee as is necessary to determine that such individual will qualify to serve as a director of the Company under any applicable law, rule or regulation as well as under the terms of this Agreement. (c) Each Existing Shareholder agrees to vote, or cause to be voted, all Voting Securities owned by such Existing Shareholder, or over which such Existing Shareholder has voting control, from time to time and at all times, in whatever manner as shall be necessary to ensure that at each annual or special meeting of stockholders at which an election of directors is held or pursuant to any written consent of the Designating Sellers. Unity undertakes that any and all directors appointed by stockholders, the Purchaser Designee shall be elected to the Board. (d) For so long as either (i) the holders of the Securities are entitled to elect at least one Preferred Stock shall be issued indemnification letter agreements in form and substance consistent with Director or (ii) Purchaser has the current Bylaws of Unity. For purposes hereofright to designate at least one Purchaser Designee, the Star Entities Board of Directors shall mean maintain a compensation committee in accordance with NASDAQ Marketplace Rules (the “Compensation Committee”) that shall consist of at least (x) two or more Independent Directors (at least two of which are Qualified Compensation Directors) and (ii) one or more Purchaser Directors who are Independent Directors (unless no Purchaser Directors are Independent Directors). (e) For so long as either (i) the holders of the majority of the securities of Unity held by (i) SVE STAR Ventures Enterprises No. VII, a German Civil Law Partnership (with limitation of liability), Securities are entitled to elect at least one Preferred Director or (ii) Star Seed EnterprisesPurchaser has the right to designate at least one Purchaser Designee, a German Civil Law Partnership if the Board of Directors shall establish or maintain any committee (with limitation excluding the Nominating Committee, Compensation Committee and Audit Committee and any committees performing solely functions typically performed by one or more of liabilitythe Nominating Committee, Compensation Committee or Audit Committee), (iii) SVM STAR Ventures Managementgesellschaft mbH Nr. 3 & Co. Beteiligungs KG Nr. 2, (iv) SVM Star Ventures Management GmbH Nr.3, and (v) SVE Star Ventures Enterprises GmbH & Co. No. VIIa KG and/or any then at least one Purchaser Director shall have the right to be a member of their affiliates. For purposes hereof, the Infinity Entities shall mean (i) Infinity I Annex Fund, L.P., (ii) FBR Infinity II Ventures (Israel) LP, (iii) FBR Infinity II Ventures LP, (iv) FBR Infinity II Ventures (Erisa) LP, (v) Israel Infinity Venture Capital Fund (Israel) L.P., (vi) Israel Infinity Venture Capital Fund (Delaware), L.P., (vii) Israel Infinity Venture Capital Fund (Cayman I), L.P., (viii) Israel Infinity Venture Capital Fund (Cayman II)L.P., (ix) Clal Industries and Investments Ltd., and (x) Clal Electronics Industries Ltd. and/or any of their affiliates. 13 Indemnificationsuch committee. a. Each Seller (each, an "Indemnifying Party") undertakes and agrees to indemnify Unity Wireless against and in respect of any and all direct losses, damages, costs and expenses (including reasonable legal fees and expenses) and shall on demand reimburse Unity Wireless for: i. any and all direct loss, liability or damage suffered or incurred by Unity Wireless (the “Indemnified Party”) by reason of any untrue representation, breach of warranty or non-fulfillment of any covenant by Celletra or such specific Seller contained herein; ii. any and all direct loss, liability or damage suffered or incurred by the Indemnified Party by reason of or in connection with any claim for finder's fee or brokerage or other commission arising by reason of any services alleged to have been rendered to or at the instance of the Indemnifying Party with respect to this Agreement or any of the transactions contemplated hereby; iii. any and all actions, suits, proceedings, claims, demands, assessments, judgments, costs, and expenses, including, without limitation, reasonable legal fees and expenses, incident to any of the foregoing or incurred in investigating or attempting to avoid the same or to oppose the imposition thereof, or in enforcing this indemnity.

Nomination of Directors. (a) As of From and after the Closing Date, date that the holders of the Preferred StockSecurities are no longer entitled to elect at least one Preferred Director to the Board of Directors pursuant to the Certificate of Designation, the following provisions apply: (a) For so long as Purchaser has Beneficial Ownership of at least five percent (5%) of the outstanding Voting Securities, Purchaser shall have the right to designate such number of the authorized number of directors to the Board of Directors consistent with the percentage of the outstanding Voting Securities held by Purchaser on the date hereof, rounded to the nearest whole number, and the Company, acting through the committee of the Board of Directors with authority to select or recommend director nominees for the Board’s selection (the “Nominating Committee”), and, as necessary, the Board of Directors, shall cause such individual or individuals (each, a “Purchaser Designee” and together with the Preferred Directors, “Purchaser Directors”) to be nominated for election or appointment to the Board of Directors as set forth below; provided, that the Nominating Committee’s obligations under this Agreement are subject to the requirements of the committee members’ fiduciary duties as directors and Delaware General Corporation Law. At each meeting of the Company’s stockholders at which the directors of the Company are to be elected and, if the Board of Directors is classified at the time of such election, at which the class of directors of which the Purchaser Designee is a member, the Board of Directors agrees to recommend that the stockholders elect to the Board of Directors each Purchaser Designee nominated for election at such meeting in accordance with the provisions of Section 5.1(a), subject to the directors’ fiduciary duties as directors and the Delaware General Corporation Law. (b) At any time at which a vacancy shall be created on the Board of Directors as a result of the death, disability, retirement, resignation, removal or otherwise of a Purchaser Designee, Purchaser shall then have, as a separate classresult thereof, the right to designate a replacement person for nomination for election to the Board of Directors, as specified in Section 5.1(a) and subject to the limitations thereof. Purchaser shall have the right to designate for appointment by the remaining directors under the Bylaws of the Company an individual to fill such vacancy and serve as a director. In connection with the foregoing, Purchaser agrees to provide information to the Nominating Committee as is necessary to determine that such individual will qualify to serve as a director of the Company under any applicable law, rule or regulation as well as under the terms of this Agreement. (c) Each Existing Shareholder agrees to vote, or cause to be voted, all Voting Securities owned by such Existing Shareholder, or over which such Existing Shareholder has voting control, from time to time and at all times, in whatever manner as shall be entitled necessary to appoint three (3) personsensure that at each annual or special meeting of stockholders at which an election of directors is held or pursuant to any written consent of the stockholders, and the Sellers agree that such appointees Purchaser Designee shall be elected to the Board. (d) For so long as designated by the Star Entities either (as defined below), Valley Venture Capital LP and/or any of its affiliates, and the Infinity Entities (as defined belowi) (the “Designating Sellers”), (b) at the next annual general meeting of the stockholders of Unity following the Closing Date, the holders of the Preferred Stock, as a separate class, shall be Securities are entitled to elect three at least one Preferred Director or (3ii) persons Purchaser has the right to designate at least one Purchaser Designee, the Board of Directors shall maintain a compensation committee in accordance with NASDAQ Marketplace Rules (the “Compensation Committee”) that shall consist of Unity, to be nominated by the Designating Sellers, at least (x) two or more Independent Directors (at least two of which are Qualified Compensation Directors) and (cii) one or more Purchaser Directors who are Independent Directors (unless no Purchaser Directors are Independent Directors). (e) For so long as of the next annual general meeting of the stockholders of Unity after the next annual general meeting of the Stockholders of Unity following the Closing Date, either (i) the holders of the Preferred Stock, as a separate class, shall be Securities are entitled to elect two at least one Preferred Director or (2ii) persons Purchaser has the right to designate at least one Purchaser Designee, if the Board of Directors shall establish or maintain any committee (excluding the Nominating Committee, Compensation Committee and Audit Committee and any committees performing solely functions typically performed by one or more of Unitythe Nominating Committee, Compensation Committee or Audit Committee), then at least one Purchaser Director shall have the right to be nominated by the Designating Sellers. The Designating Sellers hereby designate Ran Shahor, Amir Gal-Or and Xxxxx Xxxxxxxxxxx as the persons to be appointed as directors on the Closing Date; Unity shall take all action to have such persons nominated at the first meeting of the stockholders of Unity to be convened following the execution of this Agreement. Unity undertakes that any and all directors appointed by the holders of the Preferred Stock shall be insured by a customary directors and officers insurance policy, which shall remain in force and effect with respect to each such director so long as any claims may be filed against such person with respect to any action or omission of such person as a member of the Board of Directors of Unity, provided that the directors of Unity may determine to not obtain such insurance if such determination is consented to by the directors nominated by the Designating Sellers. Unity undertakes that any and all directors appointed by the holders of the Preferred Stock shall be issued indemnification letter agreements in form and substance consistent with the current Bylaws of Unity. For purposes hereof, the Star Entities shall mean the holders of the majority of the securities of Unity held by (i) SVE STAR Ventures Enterprises No. VII, a German Civil Law Partnership (with limitation of liability), (ii) Star Seed Enterprises, a German Civil Law Partnership (with limitation of liability), (iii) SVM STAR Ventures Managementgesellschaft mbH Nr. 3 & Co. Beteiligungs KG Nr. 2, (iv) SVM Star Ventures Management GmbH Nr.3, and (v) SVE Star Ventures Enterprises GmbH & Co. No. VIIa KG and/or any of their affiliates. For purposes hereof, the Infinity Entities shall mean (i) Infinity I Annex Fund, L.P., (ii) FBR Infinity II Ventures (Israel) LP, (iii) FBR Infinity II Ventures LP, (iv) FBR Infinity II Ventures (Erisa) LP, (v) Israel Infinity Venture Capital Fund (Israel) L.P., (vi) Israel Infinity Venture Capital Fund (Delaware), L.P., (vii) Israel Infinity Venture Capital Fund (Cayman I), L.P., (viii) Israel Infinity Venture Capital Fund (Cayman II)L.P., (ix) Clal Industries and Investments Ltd., and (x) Clal Electronics Industries Ltd. and/or any of their affiliates. 13 Indemnificationcommittee. a. Each Seller (each, an "Indemnifying Party") undertakes and agrees to indemnify Unity Wireless against and in respect of any and all direct losses, damages, costs and expenses (including reasonable legal fees and expenses) and shall on demand reimburse Unity Wireless for: i. any and all direct loss, liability or damage suffered or incurred by Unity Wireless (the “Indemnified Party”) by reason of any untrue representation, breach of warranty or non-fulfillment of any covenant by Celletra or such specific Seller contained herein; ii. any and all direct loss, liability or damage suffered or incurred by the Indemnified Party by reason of or in connection with any claim for finder's fee or brokerage or other commission arising by reason of any services alleged to have been rendered to or at the instance of the Indemnifying Party with respect to this Agreement or any of the transactions contemplated hereby; iii. any and all actions, suits, proceedings, claims, demands, assessments, judgments, costs, and expenses, including, without limitation, reasonable legal fees and expenses, incident to any of the foregoing or incurred in investigating or attempting to avoid the same or to oppose the imposition thereof, or in enforcing this indemnity.

Nomination of Directors. (a1) As of the Closing Date, the holders of the Preferred Stock, as a separate class, shall be entitled to appoint three (3) persons, and the Sellers agree that such appointees shall be as designated by the Star Entities (as defined below), Valley Venture Capital LP and/or any of its affiliates, and the Infinity Entities (as defined below) (the “Designating Sellers”), (b) at the next annual general meeting of the stockholders of Unity following the Closing Date, the holders of the Preferred Stock, as a separate class, shall be entitled to elect three (3) persons Nominees to the Board of Directors of Unity, to will be nominated by the Designating Sellers, and (c) as of the next annual general meeting of the stockholders of Unity after the next annual general meeting of the Stockholders of Unity following the Closing Date, the holders of the Preferred Stock, as a separate class, shall be entitled to elect two (2) persons recommended to the Board of Directors of Unity, to be nominated by the Designating Sellers. The Designating Sellers hereby designate Ran Shahor, Amir Gal-Or and Xxxxx Xxxxxxxxxxx as the persons to be appointed as directors on the Closing Date; Unity shall take all action to have such persons nominated at the first meeting of the stockholders of Unity to be convened following the execution of this Agreement. Unity undertakes that any and all directors appointed by the holders of the Preferred Stock shall be insured by a customary directors and officers insurance policy, which shall remain in force and effect with respect Nominating Committee (A) for election to each such director so long as any claims may be filed against such person with respect to any action or omission of such person as a member of the Board of Directors at the stockholder meetings at which directors are to be elected and (B) to fill vacancies on the Board of UnityDirectors in between such stockholder meetings (a "Nominating Committee"). For any position on the Board of Directors occupied, provided that or vacated, as the directors case may be, by a Former Dime Director, the Nominating Committee shall consist of Unity two Former Dime Directors and one Former Xxxxxx Director; for any position on the Board of Directors occupied, or vacated, as the case may determine to not obtain such insurance if such determination is consented to be, by a Former Xxxxxx Director, the directors nominated by the Designating SellersNominating Committee shall consist of two Former Xxxxxx Directors and one Former Dime Director. Unity undertakes that any and all directors appointed by the holders A nominee shall need a two-thirds vote of the Preferred Stock Nominating Committee to be recommended for a position on the Board of Directors. Former Dime Directors on the Nominating Committee will be appointed at the recommendation of Xx. Xxxx; Former Xxxxxx Directors on the Nominating Committee will be appointed at the recommendation of Xx. Xxxxxxx; provided, that, should Xx. Xxxx or Xx. Xxxxxxx be otherwise unable to appoint such members of the Nominating Committee, the Former Dime Directors will be appointed at the recommendation of the most senior Former Dime Director then on the Board of Directors and the Former Xxxxxx Directors will be appointed at the recommendation of the most senior Former Xxxxxx Director then on the Board of Directors. (2) Any person filling a membership position on the Board of Directors previously occupied or vacated by a Former Dime Director and nominated in accordance with the previous paragraph shall be issued indemnification letter agreements considered a "Former Dime Director"; any person filling a membership position on the Board of Directors previously occupied or vacated by a Former Xxxxxx Director and nominated in form and substance consistent accordance with the current Bylaws of Unity. For purposes hereofprevious paragraph shall be considered a "Former Xxxxxx Director." Any person who (A) was a Former Dime Director or Former Xxxxxx Director immediately prior to the Effective Time or (B) has become a Former Dime Director or Former Xxxxxx Director in accordance with the previous sentence, the Star Entities shall mean the holders of the majority of the securities of Unity held by (i) SVE STAR Ventures Enterprises No. VII, be a German Civil Law Partnership (with limitation of liability), (ii) Star Seed Enterprises, a German Civil Law Partnership (with limitation of liability), (iii) SVM STAR Ventures Managementgesellschaft mbH Nr. 3 & Co. Beteiligungs KG Nr. 2, (iv) SVM Star Ventures Management GmbH Nr.3, and (v) SVE Star Ventures Enterprises GmbH & Co. No. VIIa KG and/or any of their affiliates. For purposes hereof, the Infinity Entities shall mean (i) Infinity I Annex Fund, L.P., (ii) FBR Infinity II Ventures (Israel) LP, (iii) FBR Infinity II Ventures LP, (iv) FBR Infinity II Ventures (Erisa) LP, (v) Israel Infinity Venture Capital Fund (Israel) L.P., (vi) Israel Infinity Venture Capital Fund (Delaware), L.P., (vii) Israel Infinity Venture Capital Fund (Cayman I), L.P., (viii) Israel Infinity Venture Capital Fund (Cayman II)L.P., (ix) Clal Industries and Investments Ltd., and (x) Clal Electronics Industries Ltd. and/or any of their affiliates. 13 Indemnification"Continuing Director". a. Each Seller (each, an "Indemnifying Party") undertakes and agrees to indemnify Unity Wireless against and in respect of any and all direct losses, damages, costs and expenses (including reasonable legal fees and expenses) and shall on demand reimburse Unity Wireless for: i. any and all direct loss, liability or damage suffered or incurred by Unity Wireless (the “Indemnified Party”) by reason of any untrue representation, breach of warranty or non-fulfillment of any covenant by Celletra or such specific Seller contained herein; ii. any and all direct loss, liability or damage suffered or incurred by the Indemnified Party by reason of or in connection with any claim for finder's fee or brokerage or other commission arising by reason of any services alleged to have been rendered to or at the instance of the Indemnifying Party with respect to this Agreement or any of the transactions contemplated hereby; iii. any and all actions, suits, proceedings, claims, demands, assessments, judgments, costs, and expenses, including, without limitation, reasonable legal fees and expenses, incident to any of the foregoing or incurred in investigating or attempting to avoid the same or to oppose the imposition thereof, or in enforcing this indemnity.

Nomination of Directors. (a) As Public shall cause two of the Closing Dateeight ----------------------- members constituting its Board of Directors immediately prior to the Effective Time to resign from the Board of Directors, effective as of the Effective Time. Effective as of the Effective Time, the holders authorized number of the Preferred Stock, as a separate class, shall be entitled to appoint three (3) persons, and the Sellers agree that such appointees shall be as designated by the Star Entities (as defined below), Valley Venture Capital LP and/or any of its affiliates, and the Infinity Entities (as defined below) (the “Designating Sellers”), (b) at the next annual general meeting of the stockholders of Unity following the Closing Date, the holders of the Preferred Stock, as a separate class, shall be entitled to elect three (3) persons to members on the Board of Directors of Unity, to be nominated by the Designating Sellers, and (c) as of the next annual general meeting of the stockholders of Unity after the next annual general meeting of the Stockholders of Unity following the Closing Date, the holders of the Preferred Stock, as a separate class, Public shall be entitled to elect two (2) persons to increased by one member such that the Board of Directors of Unity, to be nominated by the Designating Sellers. The Designating Sellers hereby designate Ran Shahor, Amir Gal-Or and Xxxxx Xxxxxxxxxxx as the persons to be appointed as directors on the Closing Date; Unity shall take all action to have such persons nominated at the first meeting of the stockholders of Unity to be convened following the execution of this Agreement. Unity undertakes that any and all directors appointed by the holders of the Preferred Stock shall be insured by a customary directors and officers insurance policy, which shall remain in force and effect with respect to each such director so long as any claims may be filed against such person with respect to any action or omission of such person as a member size of the Board of Directors of Unity, provided that the directors of Unity may determine to not obtain such insurance if such determination is consented to by the directors nominated by the Designating Sellers. Unity undertakes that any and all directors appointed by the holders of the Preferred Stock Public shall be issued indemnification letter agreements in form fixed at nine members and substance consistent with Public shall cause its remaining directors to fill the current Bylaws vacancies created by such resignations so that Public's Board of Unity. For purposes hereof, the Star Entities Directors shall mean the holders be comprised of the majority of the securities of Unity held by (i) SVE STAR Ventures Enterprises No. VII, a German Civil Law Partnership one member designated by the Company (with limitation of liabilitythe "Company Director"), (ii) Star Seed Enterprises, a German Civil Law Partnership one member designated by Blackstone (with limitation of liability), the "Blackstone Director") and (iii) SVM STAR Ventures Managementgesellschaft mbH Nr. 3 & Co. Beteiligungs KG Nr. 2one member designated by the Company with the approval of Public, which approval shall not be unreasonably withheld, provided that such member shall be an "independent -------- director" (ivas defined for purposes of listing on Nasdaq) SVM Star Ventures Management GmbH Nr.3, (the "Independent Director") and shall not be a Company Stockholder or an Affiliate or Associate of a Company Stockholder (v) SVE Star Ventures Enterprises GmbH & Co. No. VIIa KG and/or any of their affiliates. For purposes hereof, the Infinity Entities shall mean directors contemplated in clause (i) Infinity I Annex Fund, L.P.), (ii) FBR Infinity II Ventures (Israel) LP, and (iii) FBR Infinity II Ventures LPabove are collectively referred to as the "Company Nominated Directors"). (b) Subject to the foregoing, as of the Effective Time (i) the class of directors whose term expires at Public's 2002 annual meeting of stockholders shall include the Company Director, (ivii) FBR Infinity II Ventures (Erisa) LP, (v) Israel Infinity Venture Capital Fund (Israel) L.P., (vi) Israel Infinity Venture Capital Fund (Delaware), L.P., (vii) Israel Infinity Venture Capital Fund (Cayman I), L.P., (viii) Israel Infinity Venture Capital Fund (Cayman II)L.P., (ix) Clal Industries and Investments Ltd., the class of directors whose term expires at Public's 2003 annual meeting of stockholders shall include the Blackstone Director and (xiii) Clal Electronics Industries Ltd. and/or any the class of their affiliatesdirectors whose term expires at Public's 2004 annual meeting of stockholders shall include the Independent Director. 13 Indemnification. a. Each Seller (each, an "Indemnifying Party") undertakes and agrees Public shall nominate the Company Director for re-election to indemnify Unity Wireless against and in respect the Public Board of any and all direct losses, damages, costs and expenses (including reasonable legal fees and expenses) and shall on demand reimburse Unity Wireless for: i. any and all direct loss, liability or damage suffered or incurred by Unity Wireless (the “Indemnified Party”) by reason of any untrue representation, breach of warranty or non-fulfillment of any covenant by Celletra or such specific Seller contained herein; ii. any and all direct loss, liability or damage suffered or incurred by the Indemnified Party by reason of or in connection with any claim for finder's fee or brokerage or other commission arising by reason of any services alleged to have been rendered to or Directors at the instance 2002 annual meeting of stockholders for a term expiring at Public's 2005 annual meeting of stockholders. In the event that the Company Director ceases to serve on the Board of Directors of Public at any time prior to Public's 2005 annual meeting of stockholders, the Company Stockholders shall promptly designate a person to replace the Company Director and Public shall appoint such designated person to the Public Board of Directors. "Company Stockholders" shall mean the stockholders of the Indemnifying Party with respect Company immediately prior to this Agreement or any of the transactions contemplated hereby; iii. any and all actions, suits, proceedings, claims, demands, assessments, judgments, costs, and expenses, including, without limitation, reasonable legal fees and expenses, incident to any of the foregoing or incurred in investigating or attempting to avoid the same or to oppose the imposition thereof, or in enforcing this indemnityEffective Time.

Nomination of Directors. (ai) As of the Closing Date, the holders of the Preferred Stock, as a separate class, shall be entitled to appoint three (3) persons, and the Sellers agree that such appointees shall be as designated by the Star Entities (as defined below), Valley Venture Capital LP and/or any of its affiliates, and the Infinity Entities (as defined below) (the “Designating Sellers”), (b) at the next annual general meeting of the stockholders of Unity following the Closing Date, the holders of the Preferred Stock, as a separate class, shall be entitled to elect three (3) persons Nominees to the Board of Directors of Unity, to will be nominated by the Designating Sellers, and (c) as of the next annual general meeting of the stockholders of Unity after the next annual general meeting of the Stockholders of Unity following the Closing Date, the holders of the Preferred Stock, as a separate class, shall be entitled to elect two (2) persons recommended to the Board of Directors of Unity, to be nominated by the Designating Sellers. The Designating Sellers hereby designate Ran Shahor, Amir Gal-Or and Xxxxx Xxxxxxxxxxx as the persons to be appointed as directors on the Closing Date; Unity shall take all action to have such persons nominated at the first meeting of the stockholders of Unity to be convened following the execution of this Agreement. Unity undertakes that any and all directors appointed by the holders of the Preferred Stock shall be insured by a customary directors and officers insurance policy, which shall remain in force and effect with respect Nominating Committee (A) for election to each such director so long as any claims may be filed against such person with respect to any action or omission of such person as a member of the Board of Directors at the shareholder meetings at which directors are to be elected; and (B) to fill vacancies on the Board of UnityDirectors in between such shareholder meetings (a "Nominating Committee"). For any position on the Board of Directors occupied, provided that or vacated, as the directors case may be, by a Former BancFirst Director, the Nominating Committee shall consist of Unity two Former BancFirst Directors and one Former UNB Director; for any position on the Board of Directors occupied, or vacated, as the case may determine to not obtain such insurance if such determination is consented to be, by a Former UNB Director, the directors nominated by the Designating SellersNominating Committee shall consist of two Former UNB Directors and one Former BancFirst Director. Unity undertakes that any and all directors appointed by the holders A nominee shall need a two-thirds (2/3) vote of the Preferred Stock shall Nominating Committee to be issued indemnification letter agreements in form and substance consistent with recommended for a position on the current Bylaws Board of UnityDirectors. For purposes hereofFormer BancFirst Directors on the Nominating Committee will be appointed at the recommendation of Mr. Xxxxxx; Xormer UNB Directors on the Nominating Committee will be appointed at the recommendation of Mr. Xxxx; xrovided, that, should Mr. Xxxxxx xx Mr. Xxxx xx otherwise unable to appoint such members of the Nominating Committee, the Star Entities shall mean Former BancFirst Directors will be appointed at the holders recommendation of the majority most senior (in service) Former BancFirst Director then on the Board of Directors and the Former UNB Directors will be appointed at the recommendation of the securities most senior (in service) Former UNB Director then on the Board of Unity held by (i) SVE STAR Ventures Enterprises No. VII, a German Civil Law Partnership (with limitation of liability), Directors. (ii) Star Seed Enterprises, Any person filling a German Civil Law Partnership (membership position on the Board of Directors previously occupied or vacated by a Former BancFirst Director and nominated in accordance with limitation the previous paragraph shall be considered a "Former BancFirst Director"; any person filling a membership position on the Board of liability), (iii) SVM STAR Ventures Managementgesellschaft mbH Nr. 3 & Co. Beteiligungs KG Nr. 2, (iv) SVM Star Ventures Management GmbH Nr.3, Directors previously occupied or vacated by a Former UNB Director and (v) SVE Star Ventures Enterprises GmbH & Co. No. VIIa KG and/or any of their affiliates. For purposes hereof, nominated in accordance with the Infinity Entities previous paragraph shall mean (i) Infinity I Annex Fund, L.P., (ii) FBR Infinity II Ventures (Israel) LP, (iii) FBR Infinity II Ventures LP, (iv) FBR Infinity II Ventures (Erisa) LP, (v) Israel Infinity Venture Capital Fund (Israel) L.P., (vi) Israel Infinity Venture Capital Fund (Delaware), L.P., (vii) Israel Infinity Venture Capital Fund (Cayman I), L.P., (viii) Israel Infinity Venture Capital Fund (Cayman II)L.P., (ix) Clal Industries and Investments Ltd., and (x) Clal Electronics Industries Ltd. and/or any of their affiliates. 13 Indemnificationbe considered a "Former UNB Director. a. Each Seller (each, an "Indemnifying Party") undertakes and agrees to indemnify Unity Wireless against and in respect of any and all direct losses, damages, costs and expenses (including reasonable legal fees and expenses) and shall on demand reimburse Unity Wireless for: i. any and all direct loss, liability or damage suffered or incurred by Unity Wireless (the “Indemnified Party”) by reason of any untrue representation, breach of warranty or non-fulfillment of any covenant by Celletra or such specific Seller contained herein; ii. any and all direct loss, liability or damage suffered or incurred by the Indemnified Party by reason of or in connection with any claim for finder's fee or brokerage or other commission arising by reason of any services alleged to have been rendered to or at the instance of the Indemnifying Party with respect to this Agreement or any of the transactions contemplated hereby; iii. any and all actions, suits, proceedings, claims, demands, assessments, judgments, costs, and expenses, including, without limitation, reasonable legal fees and expenses, incident to any of the foregoing or incurred in investigating or attempting to avoid the same or to oppose the imposition thereof, or in enforcing this indemnity.

Nomination of Directors. (a) As of the Closing DateEffective Time and until the date of the second anniversary of the Effective Time, unless the Purchaser Board of Directors decides otherwise by an affirmative vote of not less than 80% of its members at the time, in the event that a Former Purchaser Director or a director otherwise elected or nominated to Purchaser’s Board of Directors by the Former Purchaser Directors as set forth herein (such directors together with the Former Purchaser Directors, the holders “Purchaser Aligned Directors”) or a Former Company Director or a director otherwise elected or nominated to Purchaser’s Board of the Preferred Stock, as a separate class, shall be entitled to appoint three (3) persons, and the Sellers agree that such appointees shall be as designated Directors by the Star Entities Former Company Directors as set forth herein (as defined below)such directors together with the Former Company Directors, Valley Venture Capital LP and/or any of its affiliates, and the Infinity Entities (as defined below) (the “Designating SellersCompany Aligned Directors”), shall resign, retire, be removed, no longer be able to serve or not stand or be standing for reelection (b) at for whatever reason, including the next annual general meeting of the stockholders of Unity following the Closing Date, the holders of the Preferred Stock, as a separate class, shall be entitled to elect three (3) persons to the Board of Directors of Unity, to be nominated by the Designating Sellers, and (c) as of the next annual general meeting of the stockholders of Unity after the next annual general meeting of the Stockholders of Unity following the Closing Date, the holders of the Preferred Stock, as a separate class, shall be entitled to elect two (2) persons to the Board of Directors of Unity, to be nominated by the Designating Sellers. The Designating Sellers hereby designate Ran Shahor, Amir Gal-Or and Xxxxx Xxxxxxxxxxx as the persons to be appointed as directors on the Closing Date; Unity shall take all action to have such persons nominated at the first meeting of the stockholders of Unity to be convened following the execution of this Agreement. Unity undertakes that any and all directors appointed by the holders of the Preferred Stock shall be insured by a customary directors and officers insurance policy, which shall remain in force and effect with respect to each such director so long as any claims may be filed against such person with respect to any action or omission of such person as a member failure of the Board of Directors of Unityto nominate such person), provided that the directors of Unity may determine to not obtain such insurance then (A) if such determination is consented director shall be a Purchaser Aligned Director, then the Purchaser Aligned Directors shall have the exclusive right to nominate an individual reasonably acceptable to the Governance Committee to fill such vacancy and the entire Purchaser Board of Directors shall either elect such person a director to fill such vacancy or, if applicable, nominate such person for election as a director by the directors nominated by the Designating Sellers. Unity undertakes that any and all directors appointed by the holders shareholders of the Preferred Stock shall be issued indemnification letter agreements in form and substance consistent with the current Bylaws of Unity. For purposes hereof, the Star Entities shall mean the holders of the majority of the securities of Unity held by (i) SVE STAR Ventures Enterprises No. VII, a German Civil Law Partnership (with limitation of liability), (ii) Star Seed Enterprises, a German Civil Law Partnership (with limitation of liability), (iii) SVM STAR Ventures Managementgesellschaft mbH Nr. 3 & Co. Beteiligungs KG Nr. 2, (iv) SVM Star Ventures Management GmbH Nr.3Purchaser, and (vB) SVE Star Ventures Enterprises GmbH & Co. Noif such director shall be a Company Aligned Director, then the Company Aligned Directors shall have the exclusive right to nominate an individual reasonably acceptable to the Governance Committee to fill such vacancy and the entire Purchaser Board of Directors shall either elect such person a director to fill such vacancy or, if applicable, nominate such person for election as a director by the shareholders of Purchaser. VIIa KG and/or any of their affiliates. For purposes hereof, the Infinity Entities shall mean (i) Infinity I Annex Fund, L.P., (ii) FBR Infinity II Ventures (Israel) LP, (iii) FBR Infinity II Ventures LP, (iv) FBR Infinity II Ventures (Erisa) LP, (v) Israel Infinity Venture Capital Fund (Israel) L.P., (vi) Israel Infinity Venture Capital Fund (Delaware), L.P., (vii) Israel Infinity Venture Capital Fund (Cayman I), L.P., (viii) Israel Infinity Venture Capital Fund (Cayman II)L.P., (ix) Clal Industries and Investments Ltd., and (x) Clal Electronics Industries Ltd. and/or any of their affiliates. 13 Indemnification. a. Each Seller (each, an "Indemnifying Party") undertakes and agrees to indemnify Unity Wireless against and in respect The term of any and all direct losses, damages, costs and expenses (including reasonable legal fees and expenses) and director elected to fill a vacancy shall on demand reimburse Unity Wireless for: i. any and all direct loss, liability or damage suffered or incurred by Unity Wireless (the “Indemnified Party”) by reason of any untrue representation, breach of warranty or non-fulfillment of any covenant by Celletra or such specific Seller contained herein; ii. any and all direct loss, liability or damage suffered or incurred by the Indemnified Party by reason of or in connection with any claim for finder's fee or brokerage or other commission arising by reason of any services alleged to have been rendered to or expire at the instance end of the Indemnifying Party with respect to this Agreement or any of the transactions contemplated hereby; iii. any and all actions, suits, proceedings, claims, demands, assessments, judgments, costs, and expenses, including, without limitation, reasonable legal fees and expenses, incident to any of the foregoing or incurred in investigating or attempting to avoid the same or to oppose the imposition thereof, or in enforcing this indemnityterm for which such director’s predecessor was elected.

Nomination of Directors. (a) As So long as the Purchaser and its subsidiaries beneficially own, in the aggregate, a number of Common Shares equal to at least 62.5% of the Closing Datesum of the Firm RenRe Shares and the Optional RenRe Shares (if any) purchased under this Agreement (as adjusted for stock splits, recapitalizations or the like), the holders of the Preferred StockCompany will nominate, as a separate class, shall be entitled to appoint three (3) personsat each shareholder meeting at which directors are elected, and use its commercially reasonable efforts to cause the Sellers agree that such appointees shall be as election of, one person designated by the Star Entities (as defined below), Valley Venture Capital LP and/or any of its affiliates, and the Infinity Entities (as defined below) Purchaser (the “Designating Sellers”), (b"Purchaser Designee") at the next annual general meeting of the stockholders of Unity following the Closing Date, the holders of the Preferred Stock, as a separate class, shall be entitled to elect three (3) persons to the Company's Board of Directors of Unity, and to be nominated by the Designating Sellers, and (c) as of the next annual general meeting of the stockholders of Unity after the next annual general meeting of the Stockholders of Unity following the Closing Date, the holders of the Preferred Stock, as a separate class, shall be entitled to elect two (2) persons to the Board of Directors of Unity, to be nominated by the Designating Sellers. The Designating Sellers hereby designate Ran Shahor, Amir Gal-Or and Xxxxx Xxxxxxxxxxx as the persons to be appointed as directors on the Closing Date; Unity shall take all action to have such persons nominated at the first meeting of the stockholders of Unity to be convened following the execution of this Agreement. Unity undertakes that any and all directors appointed by the holders of the Preferred Stock shall be insured by a customary directors and officers insurance policy, which shall remain in force and effect with respect to each such director so long as any claims may be filed against such person with respect to any action or omission of maintain such person as a member director of the Company, PROVIDED, HOWEVER, that no officer, director or employee of the Purchaser or of any of its subsidiaries may be a Purchaser Designee. The initial Purchaser Designee and any subsequent Purchaser Designee must be reasonably acceptable to the Company. The Company agrees to use its commercially reasonable efforts to cause the appointment of the Purchaser Designee to the executive committee of its Board of Directors and, subject to applicable law, rules or regulations of the Securities and Exchange Commission (the "SEC") or rules of any securities exchange on which the Company's Common Shares are listed, to the nominating committee and corporate governance committee of its Board of Directors, if any. (b) The Company agrees to use its commercially reasonable efforts to cause the election of a Purchaser Designee to the Company's board of directors, including by soliciting proxies from its shareholders for such Purchaser Designee and by voting all management proxies in favor of such Purchaser Designee except for such proxies that specifically indicate to the contrary or where prohibited by applicable law. The Purchaser agrees to vote any Common Shares directly or indirectly owned by it in favor of its nominee to the Company's Board of Directors at any meeting of shareholders of the Company. (c) The Company further agrees that if any Purchaser Designee ceases to be a director of the Company for any reason whatsoever (other than as a result of action in conformity with paragraph 7.2 below), it will promptly seek the approval of the remaining directors to appoint a new Purchaser Designee to fill such vacancy. (d) So long as Purchaser and its subsidiaries beneficially own, in the aggregate, a number of Common Shares equal to at least 62.5% of the sum of the Firm RenRe Shares and the Optional RenRe Shares (if any) purchased under this Agreement (as adjusted for stock splits, recapitalizations or the like), Purchaser shall have the right to designate a representative (the "Observer") to attend (but not to vote at) meetings of the Board of Directors and to receive notices, agendas, minutes and all other materials distributed to participants of Unitysuch meetings, provided PROVIDED, HOWEVER, that the directors Company reserves the right to withhold any information and to exclude such Observer from any meeting or portion thereof if, by access to such information or by attendance at such meeting the Company, acting reasonably and in good faith, determines that (i) , based upon advice of Unity may determine nationally recognized outside counsel, such Observer receiving such information or having such access could reasonably be expected to not obtain cause the Company or any of its subsidiaries to violate applicable law, or (ii) such insurance Observer receiving such information or having such access could reasonably be expected to adversely affect the attorney-client privilege between the Company and its counsel. Any person designated by Purchaser to be its Observer (with the exception of Purchaser's Chief Executive Officer and Chief Financial Officer, each of whom is hereby deemed to be acceptable to the Company) must be reasonably acceptable to the Company. (e) Notwithstanding anything to the contrary in this Agreement, if such determination is consented to by the directors nominated by the Designating Sellers. Unity undertakes that any and all directors appointed by the holders there shall occur a Change in Control of the Preferred Stock Purchaser, the Company shall have no obligation or duties under Section 7.1 (a)-(d) and, upon request of the Company, the Purchaser shall cause the Purchaser Designee to immediately resign from the Company's Board of Directors. A "Change in Control" of Purchaser shall be issued indemnification letter agreements in form and substance consistent with the current Bylaws deemed to have occurred if (i) any person or group (as defined for purposes of Unity. For purposes hereof, the Star Entities shall mean the holders Section 13 of the Securities Exchange Act of 1934, as amended) (excluding Purchaser or any wholly-owned subsidiary thereof) becomes the beneficial owner of more than 50% of the outstanding equity securities representing the right to vote for the election of directors or (ii) there shall occur a merger, consolidation or other business combination in which Purchaser is acquired (unless the stockholders of Purchaser immediately before such business combination own, directly or indirectly, immediately following such business combination, at least a majority of the securities of Unity held by (i) SVE STAR Ventures Enterprises No. VII, a German Civil Law Partnership (with limitation of liability), (ii) Star Seed Enterprises, a German Civil Law Partnership (with limitation of liability), (iii) SVM STAR Ventures Managementgesellschaft mbH Nr. 3 & Co. Beteiligungs KG Nr. 2, (iv) SVM Star Ventures Management GmbH Nr.3, and (v) SVE Star Ventures Enterprises GmbH & Co. No. VIIa KG and/or any of their affiliates. For purposes hereof, the Infinity Entities shall mean (i) Infinity I Annex Fund, L.P., (ii) FBR Infinity II Ventures (Israel) LP, (iii) FBR Infinity II Ventures LP, (iv) FBR Infinity II Ventures (Erisa) LP, (v) Israel Infinity Venture Capital Fund (Israel) L.P., (vi) Israel Infinity Venture Capital Fund (Delaware), L.P., (vii) Israel Infinity Venture Capital Fund (Cayman I), L.P., (viii) Israel Infinity Venture Capital Fund (Cayman II)L.P., (ix) Clal Industries and Investments Ltd., and (x) Clal Electronics Industries Ltd. and/or any of their affiliates. 13 Indemnification. a. Each Seller (each, an "Indemnifying Party") undertakes and agrees to indemnify Unity Wireless against and in respect of any and all direct losses, damages, costs and expenses (including reasonable legal fees and expenses) and shall on demand reimburse Unity Wireless for: i. any and all direct loss, liability or damage suffered or incurred by Unity Wireless (the “Indemnified Party”) by reason of any untrue representation, breach of warranty or non-fulfillment of any covenant by Celletra or such specific Seller contained herein; ii. any and all direct loss, liability or damage suffered or incurred by the Indemnified Party by reason of or in connection with any claim for finder's fee or brokerage or other commission arising by reason of any services alleged to have been rendered to or at the instance combined voting power of the Indemnifying Party with respect to this Agreement or any of the transactions contemplated hereby; iii. any and all actions, suits, proceedings, claims, demands, assessments, judgments, costs, and expenses, including, without limitation, reasonable legal fees and expenses, incident to any of the foregoing or incurred in investigating or attempting to avoid the same or to oppose the imposition thereof, or in enforcing this indemnityentity resulting from such business combination).

Nomination of Directors. (a) As Effective as of the Closing Original Issue Date, the Corporation shall elect to the board of directors three directors designated by the holders of such stock (such directors, together with their replacements as provided below, the "Designated Directors"), one of whom shall be a Class I director, one of whom shall be a Class II director, and one of whom shall be a Class III director. The holders of a majority of the Series B Cumulative Convertible Preferred Stock shall designate the classes of such initial Designated Directors. (i) In the event that any Designated Director shall resign, be unable to serve, or be removed (a "Replaced Designated Director"), the holders of a majority of the Series B Cumulative Convertible Preferred Stock shall have the right to designate a replacement to serve as Designated Director until the next meeting of shareholders at which directors of the same class as the Replaced Designated Director are elected. Any Designated Director may be removed from the Board, with or without cause, by the holders of a majority of the Series B Cumulative Convertible Preferred Stock. (ii) Except as provided below, at any time when the term of a Designated Director shall have ended and there shall be a meeting of shareholders of the Corporation to elect directors, the Corporation shall nominate for election to the board of directors, as a successor to any Designated Director serving pursuant to Section 13(a) or clause (i) of such provision, such person as is designated to be a Designated Director by the holders of a majority of the Series B Cumulative Convertible Preferred Stock. (iii) In the event that the holders of the Series B Cumulative Convertible Preferred Stock dispose of such stock or Conversion (iv) In the event that the holders of the Series B Cumulative Convertible Preferred Stock dispose of such stock or Conversion Shares representing more than eighty percent (80%) and less than or equal ninety percent (90%) of the voting power of the Series B Cumulative Convertible Preferred Stock issued on the Original Issue Date (plus any payment-in-kind dividends paid thereon), the number of Designated Directors shall be reduced to one. If there is then more than one Designated Director serving on the board, the holders of a majority of the Series B Cumulative Convertible Preferred Stock shall remove all but one such Designated Director and the holders of such stock shall not have any right, pursuant to clause (ii) or otherwise, to cause the Corporation to nominate a designated successor to such removed director(s). (v) In the event that the holders of the Series B Cumulative Convertible Preferred Stock dispose of such stock or Conversion Shares representing more than ninety percent (90%) of the voting power of the Series B Cumulative Convertible Preferred Stock issued on the Original Issue Date (plus any payment-in-kind dividends paid thereon), there shall be no Designated Directors and any Designated Directors then serving on the board shall be removed, and their terms in office shall immediately expire, without any further action of the holders of such stock. (vi) The right to nominate directors pursuant to this provision is in addition to, and not in limitation of, any other rights and powers of the Series B Cumulative Convertible Preferred Stock. Directors nominated by the holders of the Series B Cumulative Convertible Preferred Stock in their capacity as holders of capital stock of the Corporation and not pursuant to clause (i), (ii), or (iii) above are not Designated Directors for purposes of this Certificate of Vote. (vii) The vote of the holders of Series B Cumulative Convertible Preferred Stock referred to in this Section may be exercised at a (viii) Upon the reasonable request of the Corporation, the holders of the Preferred Stock, as a separate class, shall be entitled to appoint three (3) persons, and the Sellers agree that such appointees shall be as designated by the Star Entities (as defined below), Valley Venture Capital LP and/or any of its affiliates, and the Infinity Entities (as defined below) (the “Designating Sellers”), (b) at the next annual general meeting of the stockholders of Unity following the Closing Date, the holders of the Preferred Stock, as a separate class, shall be entitled to elect three (3) persons to the Board of Directors of Unity, to be nominated by the Designating Sellers, and (c) as of the next annual general meeting of the stockholders of Unity after the next annual general meeting of the Stockholders of Unity following the Closing Date, the holders of the Preferred Stock, as a separate class, shall be entitled to elect two (2) persons to the Board of Directors of Unity, to be nominated by the Designating Sellers. The Designating Sellers hereby designate Ran Shahor, Amir Gal-Or and Xxxxx Xxxxxxxxxxx as the persons to be appointed as directors on the Closing Date; Unity shall take all action to have such persons nominated at the first meeting of the stockholders of Unity to be convened following the execution of this Agreement. Unity undertakes that any and all directors appointed by the holders of the Series B Cumulative Convertible Preferred Stock shall be insured by a customary directors and officers insurance policy, which shall remain certify in force and effect with respect writing to each such director so long as any claims may be filed against such person with respect to any action or omission the Corporation their holding of such person as a member of the Board of Directors of Unity, provided that the directors of Unity may determine to not obtain such insurance if such determination is consented to by the directors nominated by the Designating Sellers. Unity undertakes that any and all directors appointed by the holders of the Preferred Stock shall be issued indemnification letter agreements in form and substance consistent with the current Bylaws of Unity. For purposes hereof, the Star Entities shall mean the holders of the majority of the securities of Unity held by (i) SVE STAR Ventures Enterprises No. VII, a German Civil Law Partnership (with limitation of liability), (ii) Star Seed Enterprises, a German Civil Law Partnership (with limitation of liability), (iii) SVM STAR Ventures Managementgesellschaft mbH Nr. 3 & Co. Beteiligungs KG Nr. 2, (iv) SVM Star Ventures Management GmbH Nr.3, and (v) SVE Star Ventures Enterprises GmbH & Co. No. VIIa KG and/or any of their affiliates. For purposes hereof, the Infinity Entities shall mean (i) Infinity I Annex Fund, L.P., (ii) FBR Infinity II Ventures (Israel) LP, (iii) FBR Infinity II Ventures LP, (iv) FBR Infinity II Ventures (Erisa) LP, (v) Israel Infinity Venture Capital Fund (Israel) L.P., (vi) Israel Infinity Venture Capital Fund (Delaware), L.P., (vii) Israel Infinity Venture Capital Fund (Cayman I), L.P., (viii) Israel Infinity Venture Capital Fund (Cayman II)L.P., Conversion Shares. (ix) Clal Industries and Investments Ltd., and (x) Clal Electronics Industries Ltd. and/or any For purposes of their affiliates. 13 Indemnification. a. Each Seller (each, an "Indemnifying Party") undertakes and agrees to indemnify Unity Wireless against and in respect of any and all direct losses, damages, costs and expenses (including reasonable legal fees and expenses) and shall on demand reimburse Unity Wireless forthis Section: i. any and all direct loss, liability or damage suffered or incurred by Unity Wireless (the “Indemnified Party”) by reason of any untrue representation, breach of warranty or non-fulfillment of any covenant by Celletra or such specific Seller contained herein; ii. any and all direct loss, liability or damage suffered or incurred by the Indemnified Party by reason of or in connection with any claim for finder's fee or brokerage or other commission arising by reason of any services alleged to have been rendered to or at the instance of the Indemnifying Party with respect to this Agreement or any of the transactions contemplated hereby; iii. any and all actions, suits, proceedings, claims, demands, assessments, judgments, costs, and expenses, including, without limitation, reasonable legal fees and expenses, incident to any of the foregoing or incurred in investigating or attempting to avoid the same or to oppose the imposition thereof, or in enforcing this indemnity.

Nomination of Directors. At all times while this Agreement is in effect, the Shareholders shall vote their Common Shares and use their reasonable efforts to cause the following to occur: (a) As the Board of the Closing DateDirectors shall consist of nine (9) directors; (b) subject to sections 3.4 and 3.5, the holders of the Preferred Stockfor so long as Whitehall is a Shareholder, as a separate class, Whitehall shall be entitled to appoint three (3) persons, and the Sellers agree that such appointees shall be as designated by the Star Entities (as defined below), Valley Venture Capital LP and/or any of its affiliates, and the Infinity Entities (as defined below) (the “Designating Sellers”), (b) at the next annual general meeting of the stockholders of Unity following the Closing Date, the holders of the Preferred Stock, as a separate class, shall be entitled to elect three (3) persons nominate for election to the Board of Directors from time to time three (3) directors (who need not be "resident Canadians" within the meaning of Unity, to be nominated by the Designating Sellers, and Act); (c) subject to sections 3.4 and 3.5, for so long as of the next annual general meeting of the stockholders of Unity after the next annual general meeting of the Stockholders of Unity following the Closing DateTeachers is a Shareholder, the holders of the Preferred Stock, as a separate class, Teachers shall be entitled to elect two (2) persons nominate for election to the Board of Directors from time to time two (2) directors; (d) subject to sections 3.4 and 3.5, for so long as Blackstone is a Shareholder, Blackstone shall be entitled to nominate for election to the Board of UnityDirectors from time to time one (1) director (who need not be a "resident Canadian" within the meaning of the Act); (e) at the First Meeting, the Subordinated Debt Steering Committee and the Syndicated Creditors shall each be entitled to nominate for election to the Board of Directors one (1) director, who shall in each case be an Independent Director. The Shareholders shall be entitled to rely on Xxxxx Xxxxx and The Toronto-Dominion Bank to identify the Independent Directors nominated by the Subordinated Debt Steering Committee and the Syndicated Creditors, respectively. The parties agree to the appointment of Xxxxxxx X. Xxxxxxx and Xxxxxx X. Xxxxxxx as Independent Directors; (f) the chief executive officer of the Corporation from time to time shall be nominated by the Designating Sellers. The Designating Sellers hereby designate Ran Shahor, Amir Gal-Or Board of Directors and Xxxxx Xxxxxxxxxxx as the persons to be appointed as directors on the Closing Date; Unity shall take all action to have such persons nominated at the first meeting elected a director of the stockholders of Unity to Corporation (and, for greater certainty, shall not be convened following the execution of this Agreement. Unity undertakes that any and all directors appointed by the holders one of the Preferred Stock nominees referred to in sections 3.1(b), (c), (d) or (e) above); and (g) subject to applicable law, any director designated hereunder, shall be insured by a customary directors and officers insurance policy, which shall remain in force and effect with respect to each such director so long as any claims may be filed against such person with respect to any action or omission of such person as a member of removed from the Board of Directors of UnityDirectors, provided that whether or not for cause, at the directors of Unity may determine to not obtain such insurance if such determination is consented to by the directors nominated by the Designating Sellers. Unity undertakes that any and all directors appointed by the holders written request of the Preferred Stock shall be issued indemnification letter agreements in form and substance consistent with the current Bylaws of Unity. For purposes hereofPerson or Persons who previously designated such director; and (h) subject to applicable law, the Star Entities shall mean the holders of the majority of the securities of Unity held by (i) SVE STAR Ventures Enterprises No. VII, a German Civil Law Partnership (with limitation of liability), (ii) Star Seed Enterprises, a German Civil Law Partnership (with limitation of liability), (iii) SVM STAR Ventures Managementgesellschaft mbH Nr. 3 & Co. Beteiligungs KG Nr. 2, (iv) SVM Star Ventures Management GmbH Nr.3, and (v) SVE Star Ventures Enterprises GmbH & Co. No. VIIa KG and/or parties will not vote their Common Shares to remove any of their affiliates. For purposes hereof, the Infinity Entities shall mean (i) Infinity I Annex Fund, L.P., (ii) FBR Infinity II Ventures (Israel) LP, (iii) FBR Infinity II Ventures LP, (iv) FBR Infinity II Ventures (Erisa) LP, (v) Israel Infinity Venture Capital Fund (Israel) L.P., (vi) Israel Infinity Venture Capital Fund (Delaware), L.P., (vii) Israel Infinity Venture Capital Fund (Cayman I), L.P., (viii) Israel Infinity Venture Capital Fund (Cayman II)L.P., (ix) Clal Industries and Investments Ltd., and (x) Clal Electronics Industries Ltd. and/or any of their affiliates. 13 Indemnification. a. Each Seller (each, an "Indemnifying Party") undertakes and agrees to indemnify Unity Wireless against and in respect of any and all direct losses, damages, costs and expenses (including reasonable legal fees and expenses) and shall on demand reimburse Unity Wireless for: i. any and all direct loss, liability or damage suffered or incurred by Unity Wireless (the “Indemnified Party”) by reason of any untrue representation, breach of warranty or non-fulfillment of any covenant by Celletra or such specific Seller contained herein; ii. any and all direct loss, liability or damage suffered or incurred by the Indemnified Party by reason of or in connection with any claim for finder's fee or brokerage or other commission arising by reason of any services alleged to have been rendered to or at the instance of the Indemnifying Party with respect director appointed pursuant to this Agreement or any of the transactions contemplated hereby; iii. any and all actions, suits, proceedings, claims, demands, assessments, judgments, costs, and expenses, including, without limitation, reasonable legal fees and expenses, incident to any of the foregoing or incurred in investigating or attempting to avoid the same or to oppose the imposition thereof, or in enforcing this indemnityexcept for cause.

Nomination of Directors. (a) As of the Closing Date, Effective Time and until the holders date of the Preferred Stock, as a separate class, shall be entitled to appoint three (3) persons, and the Sellers agree that such appointees shall be as designated by the Star Entities (as defined below), Valley Venture Capital LP and/or any of its affiliates, and the Infinity Entities (as defined below) (the “Designating Sellers”), (b) at the next annual general meeting second anniversary of the stockholders of Unity following Effective Time, unless the Closing Date, the holders of the Preferred Stock, as a separate class, shall be entitled to elect three (3) persons to the Purchaser Board of Directors decides otherwise by an affirmative vote of Unitynot less than 80% of its members at the time, in the event that a Former Purchaser Director or a director otherwise elected or nominated to be nominated by the Designating Sellers, and (c) as of the next annual general meeting of the stockholders of Unity after the next annual general meeting of the Stockholders of Unity following the Closing Date, the holders of the Preferred Stock, as a separate class, shall be entitled to elect two (2) persons to the Purchaser's Board of Directors of Unity, to be nominated by the Designating Sellers. The Designating Sellers hereby designate Ran ShahorFormer Purchaser Directors as set forth herein (such directors together with the Former Purchaser Directors, Amir Gal-Or and Xxxxx Xxxxxxxxxxx as the persons "Purchaser Aligned Directors") or a Former Company Director or a director otherwise elected or nominated to be appointed as directors on the Closing Date; Unity shall take all action to have such persons nominated at the first meeting Purchaser's Board of the stockholders of Unity to be convened following the execution of this Agreement. Unity undertakes that any and all directors appointed Directors by the holders of Former Company Directors as set forth herein (such directors together with the Preferred Stock Former Company Directors, the "Company Aligned Directors"), shall resign, retire, be insured by a customary directors and officers insurance policyremoved, which shall remain in force and effect with respect no longer be able to each such director so long as any claims may serve or not stand or be filed against such person with respect to any action or omission of such person as a member standing for reelection (for whatever reason, including the failure of the Board of Directors of Unityto nominate such person), provided that the directors of Unity may determine to not obtain such insurance then (A) if such determination is consented director shall be a Purchaser Aligned Director, then the Purchaser Aligned Directors shall have the exclusive right to nominate an individual reasonably acceptable to the Governance Committee to fill such vacancy and the entire Purchaser Board of Directors shall either elect such person a director to fill such vacancy or, if applicable, nominate such person for election as a director by the directors nominated by the Designating Sellers. Unity undertakes that any and all directors appointed by the holders shareholders of the Preferred Stock shall be issued indemnification letter agreements in form and substance consistent with the current Bylaws of Unity. For purposes hereof, the Star Entities shall mean the holders of the majority of the securities of Unity held by (i) SVE STAR Ventures Enterprises No. VII, a German Civil Law Partnership (with limitation of liability), (ii) Star Seed Enterprises, a German Civil Law Partnership (with limitation of liability), (iii) SVM STAR Ventures Managementgesellschaft mbH Nr. 3 & Co. Beteiligungs KG Nr. 2, (iv) SVM Star Ventures Management GmbH Nr.3Purchaser, and (vB) SVE Star Ventures Enterprises GmbH & Co. Noif such director shall be a Company Aligned Director, then the Company Aligned Directors shall have the exclusive right to nominate an individual reasonably acceptable to the Governance Committee to fill such vacancy and the entire Purchaser Board of Directors shall either elect such person a director to fill such vacancy or, if applicable, nominate such person for election as a director by the shareholders of Purchaser. VIIa KG and/or any of their affiliates. For purposes hereof, the Infinity Entities shall mean (i) Infinity I Annex Fund, L.P., (ii) FBR Infinity II Ventures (Israel) LP, (iii) FBR Infinity II Ventures LP, (iv) FBR Infinity II Ventures (Erisa) LP, (v) Israel Infinity Venture Capital Fund (Israel) L.P., (vi) Israel Infinity Venture Capital Fund (Delaware), L.P., (vii) Israel Infinity Venture Capital Fund (Cayman I), L.P., (viii) Israel Infinity Venture Capital Fund (Cayman II)L.P., (ix) Clal Industries and Investments Ltd., and (x) Clal Electronics Industries Ltd. and/or any of their affiliates. 13 Indemnification. a. Each Seller (each, an "Indemnifying Party") undertakes and agrees to indemnify Unity Wireless against and in respect The term of any and all direct losses, damages, costs and expenses (including reasonable legal fees and expenses) and director elected to fill a vacancy shall on demand reimburse Unity Wireless for: i. any and all direct loss, liability or damage suffered or incurred by Unity Wireless (the “Indemnified Party”) by reason of any untrue representation, breach of warranty or non-fulfillment of any covenant by Celletra or such specific Seller contained herein; ii. any and all direct loss, liability or damage suffered or incurred by the Indemnified Party by reason of or in connection with any claim for finder's fee or brokerage or other commission arising by reason of any services alleged to have been rendered to or expire at the instance end of the Indemnifying Party with respect to this Agreement or any of the transactions contemplated hereby; iii. any and all actions, suits, proceedings, claims, demands, assessments, judgments, costs, and expenses, including, without limitation, reasonable legal fees and expenses, incident to any of the foregoing or incurred in investigating or attempting to avoid the same or to oppose the imposition thereof, or in enforcing this indemnityterm for which such director's predecessor was elected.

Nomination of Directors. (a) As Effective as of the Closing Original Issue Date, the Corporation shall elect to the board of directors three directors designated by the holders of such stock (such directors, together with their replacements as provided below, the "Designated Directors"), one of whom shall be a Class I director, one of whom shall be a Class II director, and one of whom shall be a Class III director. The holders of a majority of the Series B Cumulative Convertible Preferred Stock shall designate the classes of such initial Designated Directors. (i) In the event that any Designated Director shall resign, be unable to serve, or be removed (a "Replaced Designated Director"), the holders of a majority of the Series B Cumulative Convertible Preferred Stock shall have the right to designate a replacement to serve as Designated Director until the next meeting of shareholders at which directors of the same class as the Replaced Designated Director are elected. Any Designated Director may be removed from the Board, with or without cause, by the holders of a majority of the Series B Cumulative Convertible Preferred Stock. (ii) Except as provided below, at any time when the term of a Designated Director shall have ended and there shall be a meeting of shareholders of the Corporation to elect directors, the Corporation shall nominate for election to the board of directors, as a successor to any Designated Director serving pursuant to Section 13(a) or clause (i) of such provision, such person as is designated to be a Designated Director by the holders of a majority of the Series B Cumulative Convertible Preferred Stock. (iii) In the event that the holders of the Series B Cumulative Convertible Preferred Stock dispose of such stock or Conversion Shares (defined below) representing more than sixty-six and two-thirds percent (66-2/3%) and less than or equal to eighty percent (80%) of the voting power of the Series B Cumulative Convertible Preferred Stock issued on the Original Issue Date (plus any payment-in-kind dividends paid thereon), the number of Designated Directors shall be reduced to two. If there are then more than two Designated Directors serving on the board, the holders of a majority of the Series B Cumulative Convertible Preferred Stock shall remove one such Designated Director and the holders of such stock shall not have any right, pursuant to clause (ii) or otherwise, to cause the Corporation to nominate a designated successor to such removed director. (iv) In the event that the holders of the Series B Cumulative Convertible Preferred Stock dispose of such stock or Conversion Shares representing more than eighty percent (80%) and less than or equal ninety percent (90%) of the voting power of the Series B Cumulative Convertible Preferred Stock issued on the Original Issue Date (plus any payment-in-kind dividends paid thereon), the number of Designated Directors shall be reduced to one. If there is then more than one Designated Director serving on the board, the holders of a majority of the Series B Cumulative Convertible Preferred Stock shall remove all but one such Designated Director and the holders of such stock shall not have any right, pursuant to clause (ii) or otherwise, to cause the Corporation to nominate a designated successor to such removed director(s). (v) In the event that the holders of the Series B Cumulative Convertible Preferred Stock dispose of such stock or Conversion Shares representing more than ninety percent (90%) of the voting power of the Series B Cumulative Convertible Preferred Stock issued on the Original Issue Date (plus any payment-in-kind dividends paid thereon), there shall be no Designated Directors and any Designated Directors then serving on the board shall be removed, and their terms in office shall immediately expire, without any further action of the holders of such stock. (vi) The right to nominate directors pursuant to this provision is in addition to, and not in limitation of, any other rights and powers of the Series B Cumulative Convertible Preferred Stock. Directors nominated by the holders of the Series B Cumulative Convertible Preferred Stock in their capacity as holders of capital stock of the Corporation and not pursuant to clause (i), (ii), or (iii) above are not Designated Directors for purposes of this Certificate of Vote. (vii) The vote of the holders of Series B Cumulative Convertible Preferred Stock referred to in this Section may be exercised at a meeting of such holders or by written consent of holders with the requisite percentage of the voting power outstanding. (viii) Upon the reasonable request of the Corporation, the holders of the Preferred Stock, as a separate class, shall be entitled to appoint three (3) persons, and the Sellers agree that such appointees shall be as designated by the Star Entities (as defined below), Valley Venture Capital LP and/or any of its affiliates, and the Infinity Entities (as defined below) (the “Designating Sellers”), (b) at the next annual general meeting of the stockholders of Unity following the Closing Date, the holders of the Preferred Stock, as a separate class, shall be entitled to elect three (3) persons to the Board of Directors of Unity, to be nominated by the Designating Sellers, and (c) as of the next annual general meeting of the stockholders of Unity after the next annual general meeting of the Stockholders of Unity following the Closing Date, the holders of the Preferred Stock, as a separate class, shall be entitled to elect two (2) persons to the Board of Directors of Unity, to be nominated by the Designating Sellers. The Designating Sellers hereby designate Ran Shahor, Amir Gal-Or and Xxxxx Xxxxxxxxxxx as the persons to be appointed as directors on the Closing Date; Unity shall take all action to have such persons nominated at the first meeting of the stockholders of Unity to be convened following the execution of this Agreement. Unity undertakes that any and all directors appointed by the holders of the Series B Cumulative Convertible Preferred Stock shall be insured by a customary directors and officers insurance policy, which shall remain certify in force and effect with respect writing to each such director so long as any claims may be filed against such person with respect to any action or omission the Corporation their holding of such person as a member of the Board of Directors of Unity, provided that the directors of Unity may determine to not obtain such insurance if such determination is consented to by the directors nominated by the Designating Sellers. Unity undertakes that any and all directors appointed by the holders of the Preferred Stock shall be issued indemnification letter agreements in form and substance consistent with the current Bylaws of Unity. For purposes hereof, the Star Entities shall mean the holders of the majority of the securities of Unity held by (i) SVE STAR Ventures Enterprises No. VII, a German Civil Law Partnership (with limitation of liability), (ii) Star Seed Enterprises, a German Civil Law Partnership (with limitation of liability), (iii) SVM STAR Ventures Managementgesellschaft mbH Nr. 3 & Co. Beteiligungs KG Nr. 2, (iv) SVM Star Ventures Management GmbH Nr.3, and (v) SVE Star Ventures Enterprises GmbH & Co. No. VIIa KG and/or any of their affiliates. For purposes hereof, the Infinity Entities shall mean (i) Infinity I Annex Fund, L.P., (ii) FBR Infinity II Ventures (Israel) LP, (iii) FBR Infinity II Ventures LP, (iv) FBR Infinity II Ventures (Erisa) LP, (v) Israel Infinity Venture Capital Fund (Israel) L.P., (vi) Israel Infinity Venture Capital Fund (Delaware), L.P., (vii) Israel Infinity Venture Capital Fund (Cayman I), L.P., (viii) Israel Infinity Venture Capital Fund (Cayman II)L.P., Conversion Shares. (ix) Clal Industries and Investments Ltd., and (x) Clal Electronics Industries Ltd. and/or any For purposes of their affiliates. 13 Indemnification. a. Each Seller (each, an "Indemnifying Party") undertakes and agrees to indemnify Unity Wireless against and in respect of any and all direct losses, damages, costs and expenses (including reasonable legal fees and expenses) and shall on demand reimburse Unity Wireless forthis Section: i. any and all direct loss, liability or damage suffered or incurred by Unity Wireless (the “Indemnified Party”) by reason of any untrue representation, breach of warranty or non-fulfillment of any covenant by Celletra or such specific Seller contained herein; ii. any and all direct loss, liability or damage suffered or incurred by the Indemnified Party by reason of or in connection with any claim for finder's fee or brokerage or other commission arising by reason of any services alleged to have been rendered to or at the instance of the Indemnifying Party with respect to this Agreement or any of the transactions contemplated hereby; iii. any and all actions, suits, proceedings, claims, demands, assessments, judgments, costs, and expenses, including, without limitation, reasonable legal fees and expenses, incident to any of the foregoing or incurred in investigating or attempting to avoid the same or to oppose the imposition thereof, or in enforcing this indemnity.

Nomination of Directors. (a) As of the Closing Effective Time and until the Expiration Date, unless the holders Board of Directors decides otherwise by an affirmative vote of not less then eighty percent (80%) of the Preferred Stock, as a separate class, shall be entitled to appoint three (3) persons, and the Sellers agree that such appointees shall be as designated by the Star Entities (as defined below), Valley Venture Capital LP and/or any of its affiliates, and the Infinity Entities (as defined below) (the “Designating Sellers”), (b) Directors at the next annual general meeting of time, in the stockholders of Unity following the Closing Date, the holders of the Preferred Stock, as event that a separate class, shall be entitled to elect three (3) persons Former Corporation Director or a Director otherwise elected or nominated to the Board of Directors of Unity, to be nominated by the Designating Sellers, and Former Corporation Directors as set forth herein (c) as of such Directors together with the next annual general meeting of the stockholders of Unity after the next annual general meeting of the Stockholders of Unity following the Closing DateFormer Corporation Directors, the holders of the Preferred Stock, as “Corporation Aligned Directors”) or a separate class, shall be entitled to elect two (2) persons Former WHN Director or a Director otherwise elected or nominated to the Board of Directors of Unity, to be nominated by the Designating Sellers. The Designating Sellers hereby designate Ran ShahorFormer WHN Directors as set forth herein (such Directors together with the Former WHN Directors, Amir Gal-Or and Xxxxx Xxxxxxxxxxx as the persons “WHN Aligned Directors”), shall resign, retire, be removed, no longer be able to serve or not stand or be appointed as directors on standing for reelection (for whatever reason, including the Closing Date; Unity shall take all action to have such persons nominated at the first meeting of the stockholders of Unity to be convened following the execution of this Agreement. Unity undertakes that any and all directors appointed by the holders of the Preferred Stock shall be insured by a customary directors and officers insurance policy, which shall remain in force and effect with respect to each such director so long as any claims may be filed against such person with respect to any action or omission of such person as a member failure of the Board of Directors of Unityto nominate such person), provided that the directors of Unity may determine to not obtain such insurance then (a) if such determination is consented Director shall be a Corporation Aligned Director, then the Corporation Aligned Directors shall have the exclusive right to nominate an individual reasonably acceptable to the Governance Committee to fill such vacancy and the entire Board of Directors shall either elect such person a Director to fill such vacancy or, if applicable, nominate such person for election as a Director by the directors nominated by the Designating Sellers. Unity undertakes that any and all directors appointed by the holders shareholders of the Preferred Stock shall be issued indemnification letter agreements in form and substance consistent with the current Bylaws of Unity. For purposes hereof, the Star Entities shall mean the holders of the majority of the securities of Unity held by (i) SVE STAR Ventures Enterprises No. VII, a German Civil Law Partnership (with limitation of liability), (ii) Star Seed Enterprises, a German Civil Law Partnership (with limitation of liability), (iii) SVM STAR Ventures Managementgesellschaft mbH Nr. 3 & Co. Beteiligungs KG Nr. 2, (iv) SVM Star Ventures Management GmbH Nr.3Corporation, and (vb) SVE Star Ventures Enterprises GmbH & Co. Noif such Director shall be a WHN Aligned Director, then the WHN Aligned Directors shall have the exclusive right to nominate an individual reasonably acceptable to the Governance Committee to fill such vacancy and the entire Board of Directors shall either elect such person a Director to fill such vacancy or, if applicable, nominate such person for election as a Director by the shareholders of the Corporation. VIIa KG and/or any of their affiliates. For purposes hereof, the Infinity Entities shall mean (i) Infinity I Annex Fund, L.P., (ii) FBR Infinity II Ventures (Israel) LP, (iii) FBR Infinity II Ventures LP, (iv) FBR Infinity II Ventures (Erisa) LP, (v) Israel Infinity Venture Capital Fund (Israel) L.P., (vi) Israel Infinity Venture Capital Fund (Delaware), L.P., (vii) Israel Infinity Venture Capital Fund (Cayman I), L.P., (viii) Israel Infinity Venture Capital Fund (Cayman II)L.P., (ix) Clal Industries and Investments Ltd., and (x) Clal Electronics Industries Ltd. and/or any of their affiliates. 13 Indemnification. a. Each Seller (each, an "Indemnifying Party") undertakes and agrees to indemnify Unity Wireless against and in respect The term of any and all direct losses, damages, costs and expenses (including reasonable legal fees and expenses) and Director elected to fill a vacancy shall on demand reimburse Unity Wireless for: i. any and all direct loss, liability or damage suffered or incurred by Unity Wireless (the “Indemnified Party”) by reason of any untrue representation, breach of warranty or non-fulfillment of any covenant by Celletra or such specific Seller contained herein; ii. any and all direct loss, liability or damage suffered or incurred by the Indemnified Party by reason of or in connection with any claim for finder's fee or brokerage or other commission arising by reason of any services alleged to have been rendered to or expire at the instance end of the Indemnifying Party with respect to this Agreement or any of the transactions contemplated hereby; iii. any and all actions, suits, proceedings, claims, demands, assessments, judgments, costs, and expenses, including, without limitation, reasonable legal fees and expenses, incident to any of the foregoing or incurred in investigating or attempting to avoid the same or to oppose the imposition thereof, or in enforcing this indemnityterm for which such Director’s predecessor was elected.