Common use of Post-Closing Board of Directors and Executive Officers Clause in Contracts

Post-Closing Board of Directors and Executive Officers. (a) The Company shall take all necessary action, including causing the directors of the Company to resign, so that effective immediately after the Effective Time, the Company’s board of directors (the “Post-Closing Company Board”) will consist of seven (7) individuals: one (1) person that is designated by the SPAC prior to the Closing (the “SPAC Director Designee”); five (5) persons that are designated by the Company prior to the Closing (the “Company Director Designees”), at least three (3) of whom shall be required to qualify as an independent director under the Nasdaq rules; and one (1) person that is mutually designated by the SPAC and the Company prior to the Closing, who shall be required to qualify as an independent director under the Nasdaq rules; provided that the applicable Party shall only designate Person(s) eligible to serve as a director on the Post-Closing Company Board in accordance with the applicable corporate governance standards and qualifications set forth by Nasdaq and any SEC rules, regulations or provisions related to individuals serving on the board of directors of a public company. At or prior to the Closing, the Company will execute and deliver to each member of the Post-Closing Company Board a customary director indemnification agreement, in form and substance reasonably acceptable to the Company and the SPAC.

Post-Closing Board of Directors and Executive Officers. (a) The Company Parties shall take all necessary action, including causing the directors of the Company Parent to resign, so that effective immediately after as of the Effective TimeClosing, the CompanyParent’s board of directors (the “Post-Closing Company Parent Board”) will consist of seven ten (710) individuals. Immediately after the Closing, the Parties shall take all necessary action to designate and appoint to the Post-Closing Parent Board as follows: one (1i) person that is two (2) persons shall be designated by the SPAC Parent prior to the Closing (the “SPAC Director DesigneeParent Directors”); five , both of whom shall be required to qualify as an independent director under Nasdaq rules, and (5ii) eight (8) persons that are shall designated by the Company prior to the Closing (the “Company Director DesigneesDirectors”), at least three (3) of whom shall be required to qualify as an independent director under the Nasdaq rules; and one (1) person that is mutually designated . Subject to resignations provided by the SPAC and the Company prior to the ClosingCompany’s directors, who shall be required to qualify as an independent director under the Nasdaq rules; provided that the applicable Party shall only designate Person(s) eligible to serve as a director on the Post-Closing Company Board in accordance with the applicable corporate governance standards and qualifications set forth by Nasdaq and any SEC rules, regulations or provisions related to individuals serving on the board of directors of a public companythe Surviving Corporation immediately after the Closing shall be the same as the board of directors of the Company immediately prior to the Closing. At or prior to the Closing, the Company will execute and deliver to provide each member of the Post-Closing Company Board Parent Director with a customary director indemnification agreement, in form and substance reasonably reasonable acceptable to the Company and the SPACsuch Parent Director.

Post-Closing Board of Directors and Executive Officers. (a) The Company Parties shall take all necessary action, including causing the directors of the Company Purchaser to resign, so that effective immediately after as of the Effective TimeClosing, the CompanyPurchaser’s board of directors (the “Post-Closing Company Purchaser Board”) will consist of seven nine (79) individuals: . Immediately after the Closing, the Parties shall take all necessary action to designate and appoint to the Post-Closing Purchaser Board, two (2) persons that are designated by the Purchaser prior to the Closing, at least one (1) person that is designated by the SPAC prior of whom shall be required to the Closing qualify as an independent director under Nasdaq rules (the “SPAC Director DesigneePurchaser Director”); five , and seven (57) persons that are designated by the Company prior to the Closing (the “Company Director DesigneesDirectors”), at least three (3) of whom shall be required to qualify as an independent director under the Nasdaq rules; and one (1) person that is mutually designated by the SPAC and the Company prior to the Closing, who shall be required to qualify as an independent director under the Nasdaq rules; provided that the applicable Party shall only designate Person(s) eligible to serve as a director on the Post-Closing Company Board in accordance with the applicable corporate governance standards and qualifications set forth by Nasdaq and any SEC rules, regulations or provisions related to individuals serving on the board of directors of a public company. At or prior to the Closing, the Company Purchaser will execute and deliver to provide each member director of the Post-Closing Company Board Purchaser with a customary director indemnification agreement, in form and substance reasonably acceptable to such director of Purchaser. Prior to the mailing of the Proxy Statement, the Purchaser and the Company shall mutually agree to each director that will serve on the compensation committee, the audit committee and the SPACnominating committee of the Purchaser’s Board immediately after the Effective Time, based on the qualifications of each director, subject to applicable listing rules of Nasdaq and applicable Law.

Post-Closing Board of Directors and Executive Officers. (a) The Company Parties shall take all necessary action, including causing the directors of the Company Pubco to resign, so that effective immediately after as of the Effective TimeClosing, the CompanyPubco’s board of directors (the “Post-Closing Company Pubco Board”) will consist of seven (7) individuals: one . Immediately after the Closing, the Parties shall take all necessary action to designate and appoint to the Post-Closing Pubco Board (1i) person two (2) persons that is are designated by the SPAC DMAC prior to the Closing (the “SPAC Director DesigneeDMAC Directors”); five , each of whom shall be required to qualify as an independent director under Nasdaq rules, (5ii) four (4) persons that are designated by the Company prior to the Closing (the “Company Director DesigneesDirectors”), at least three two (32) of whom shall be required to qualify as an independent director under the Nasdaq rules; and (iii) one (1) person that is mutually agreed upon and designated by the SPAC DMAC and the Company prior to the ClosingClosing (the “Independent Director”), who shall be required to qualify as an independent director under the Nasdaq rules; provided that the applicable Party shall only designate Person(s) eligible to serve as a director on the Post-Closing Company Board in accordance with the applicable corporate governance standards and qualifications set forth by Nasdaq and any SEC rules, regulations or provisions related to individuals serving on the board of directors of a public company. At or prior to the Closing, Pubco will provide each DMAC Director, Company Director and the Company will execute and deliver to each member of the Post-Closing Company Board Independent Director with a customary director indemnification agreement, in form and substance reasonably acceptable to the such DMAC Director, Company and the SPACDirector or Independent Director.