Common use of Removal of Board Members Clause in Contracts

Removal of Board Members. Each Stockholder also agrees to vote, or cause to be voted, all Shares owned by such Stockholder, or over which such Stockholder has voting control, from time to time and at all times, in whatever manner as shall be necessary to ensure that: (a) no director elected pursuant to Sections 1.2 or 1.3 of this Agreement may be removed from office other than for cause unless (i) such removal is directed or approved by the affirmative vote of the Person(s) entitled under Section 1.2 to designate that director (including, as applicable, the Noteholders); or (ii) the Person(s) originally entitled to designate or approve such director pursuant to Section 1.2 is no longer so entitled to designate or approve such director; (b) any vacancies created by the resignation, removal or death of a director elected pursuant to Section 1.2 or 1.3 shall be filled pursuant to the provisions of this Section 1; and (c) upon the request of any party entitled to designate a director as provided in Section 1.2 to remove such director (including, as applicable, the Noteholders), such director shall be removed. All Stockholders agree to execute any written consents required to perform the obligations of this Agreement, and the Company agrees at the request of any party entitled to designate directors (including, as applicable, the Noteholders) to call a special meeting of stockholders for the purpose of electing directors.

Removal of Board Members. Each Stockholder also agrees to vote, or cause to be voted, all Shares owned by such Stockholder, or over which such Stockholder has voting control, from time to time and at all times, in whatever manner as shall be necessary to ensure that: (a) no director elected pursuant to Sections Section 1.2 or 1.3 of this Agreement may be removed from office other than for cause unless (i) such removal is directed or approved by the affirmative vote of the Person(s) persons or entities entitled under Section 1.2 to designate that director (including, as applicable, the Noteholders)such director; or (ii) the Person(s) person or entity originally entitled to designate or approve such director pursuant to Section 1.2 is no longer so entitled pursuant to the terms of this Agreement to designate or approve such director; (b) any vacancies created by the resignation, removal or death of a director elected pursuant to Section 1.2 Subsections 1.3 or 1.3 1.4 shall be filled pursuant to the provisions of this Section 1; and (c) upon the request of any party or parties entitled to designate a director as provided in Section 1.2 Subsection 1.2(a), 1.2(b), 1.2(c), 1.2(d), or 1.2(e) to remove such director (including, as applicable, the Noteholders)director, such director shall be removed. All Stockholders agree to execute any written consents required to perform the obligations of this Agreement, and the Company agrees at the request of any party entitled to designate directors (including, as applicable, the Noteholders) to call a special meeting of stockholders for the purpose of electing directors.

Removal of Board Members. Each Stockholder also agrees to Shareholder shall vote, or cause to be voted, all Shares owned by such StockholderShareholder, or over which such Stockholder Shareholder has voting control, from time to time and at all times, in whatever manner as shall be necessary to ensure that: (a) no director elected pursuant to Sections 1.2 or 1.3 of this Agreement may be removed from office other than for cause unless (i) such removal is directed or approved by the affirmative vote of the Person(s) Person, or Persons, entitled under Section 1.2 to designate that director (including, as applicable, the Noteholders); or (ii) the Person(s) originally entitled to designate or approve such director pursuant to Section 1.2 is no longer so entitled to designate or approve such director; (b) any vacancies created by the resignation, removal or death of a director elected pursuant to Section 1.2 or 1.3 shall be filled pursuant to the provisions of this Section 1; and (c) upon the request of any party entitled to designate a director as provided in Section 1.2 to remove such director (including, as applicable, the Noteholders)director, such director shall be removed. All Stockholders agree to Shareholders shall execute any written consents resolutions required to perform the their respective obligations of under this AgreementSection 1.4, and the Company agrees shall, at the request of any party entitled to designate directors (includingdirectors, as applicable, the Noteholders) to call a special meeting of stockholders shareholders for the purpose of electing directors. Without limiting the foregoing, the Board shall take all steps necessary for the Company, to the extent permitted by law, to fill vacancies in accordance with this Section 1.

Removal of Board Members. Each Stockholder also agrees to vote, or cause to be voted, all Shares owned by such Stockholder, or over which such Stockholder has voting control, from time to time and at all times, in whatever manner as shall be necessary to ensure that: (a) no director elected pursuant to Sections Subsections 1.2 or 1.3 1.4 of this Agreement may be removed from office other than for cause unless (i) such removal is directed or approved by the affirmative vote of the Person(s) Person entitled under Section Subsection 1.2 to designate that director (including, as applicable, the Noteholders); or (ii) the Person(s) originally entitled to designate or approve such director pursuant to Section Subsection 1.2 is no longer so entitled to designate or approve such director; (b) any vacancies created by the resignation, removal or death of a director elected pursuant to Section Subsections 1.2 or 1.3 1.4 shall be filled pursuant to the provisions of this Section 1; and (c) upon the request of any party entitled to designate a director as provided in Section 1.2 Subsections 1.2(a), 1.2(b), 1.2(c) or 1.2(d) to remove such director (including, as applicable, the Noteholders)director, such director shall be removed. All Stockholders agree to execute any written consents required to perform the obligations of this Agreement, and the Company agrees at the request of any party entitled to designate directors (including, as applicable, the Noteholders) to call a special meeting of stockholders for the purpose of electing directors.

Removal of Board Members. Each Stockholder also agrees to vote, or cause to be voted, all Shares owned by such Stockholder, or over which such Stockholder has voting control, from time to time and at all times, in whatever manner as shall be necessary to ensure that: (a) no director elected pursuant to Sections 1.2 Subsections, 1.2, 1.3 or 1.3 1.4 of this Agreement may be removed from office other than for cause unless (i) such removal is directed or approved by the affirmative vote of the Person(s) Person, or of the holders of at least 50% of the shares of stock, entitled under Section 1.2 Subsection 1.3 to designate that director (including, as applicable, the Noteholders)director; or (ii) the Person(s) originally entitled to designate or approve such director pursuant to Section Subsection 1.2 is no longer so entitled to designate or approve such directordirector or occupy such Board seat; (b) any vacancies created by the resignation, removal or death of a director elected pursuant to Section 1.2 Subsections, 1.2, 1.3 or 1.3 1.4 shall be filled pursuant to the provisions of this Section 1; and (c) upon the request of any party entitled to designate a director as provided in Section 1.2 Subsection 1.2(a) or 1.2(b) to remove such director (including, as applicable, the Noteholders)director, such director shall be removed. All Stockholders agree to execute any written consents required to perform the obligations of this Agreement, and the Company agrees at the request of any party entitled to designate directors (including, as applicable, the Noteholders) to call a special meeting of stockholders for the purpose of electing directors.

Removal of Board Members. Each Stockholder also agrees to vote, or cause to be voted, all Shares Voting Securities owned by such Stockholder, or over which such Stockholder has voting control, from time to time and at all times, in whatever manner as shall be necessary to ensure that: (ai) subject to Section 4.1(e), no director elected pursuant to Sections 1.2 or 1.3 Section 4.1(b) of this Agreement may be removed from office other than for cause unless (i) such removal is directed or approved by the affirmative vote of the Person(s) entitled under Section 1.2 to designate that director (including, as applicable, the Noteholders); or (ii) the Person(s) originally entitled to designate or approve such director or occupy such Board seat pursuant to Section 1.2 4.1(b) is no longer so entitled to designate or approve such directordirector or occupy such Board seat; (bii) any vacancies created by the resignation, removal or death of a director elected pursuant to Section 1.2 or 1.3 4.1(b) shall be filled pursuant to the provisions of this Section 14.1; and (ciii) upon the request of any party entitled to designate a director as provided in Section 1.2 4.1(b) to remove such director (including, as applicable, the Noteholders)director, such director shall be removed. All Stockholders agree to execute any written consents required to perform the obligations of this Agreement, and the Company agrees at the request of any party entitled to designate directors (including, as applicable, the Noteholders) to call a special meeting of stockholders Stockholders for the purpose of electing directors.

Removal of Board Members. Each Stockholder also agrees to vote, or cause to be voted, all Shares owned by such Stockholder, or over which such Stockholder has voting control, from time to time and at all times, in whatever manner as shall be necessary to ensure that: (a) no director elected pursuant to Sections Subsections 1.2 or 1.3 of this Agreement may be removed from office other than for cause unless (i) such removal is directed or approved by the affirmative vote of the Person(s) Person, or of the holders of at least a majority of the shares of stock, entitled under Section Subsection 1.2 to designate that director (including, as applicable, the Noteholders); or (ii) the Person(s) originally entitled to designate or approve such director pursuant to Section Subsection 1.2 is no longer so entitled to designate or approve such director; (b) any vacancies created by the resignation, removal or death of a director elected pursuant to Section Subsections 1.2 or 1.3 shall be filled pursuant to the provisions of this Section 11 and in accordance with the Restated Certificate; and (c) upon the request of any party entitled to designate a director as provided in Section Subsection 1.2 to remove such director (including, as applicable, the Noteholders)director, such director shall be removed. All Stockholders agree to execute any written consents required to perform the obligations of this Agreement, and the Company agrees at the request of any party entitled to designate directors (including, as applicable, the Noteholders) to call a special meeting of stockholders Stockholders for the purpose of electing directors.

Removal of Board Members. Each Stockholder also agrees to vote, or cause to be voted, all Shares owned by such Stockholder, or over which such Stockholder has voting control, from time to time and at all times, in whatever manner as shall be necessary to ensure that: (a) no director elected pursuant to Sections Section 1.2 or 1.3 of this Agreement may be removed from office other than for cause unless (i) such removal is directed or approved by the affirmative vote of the Person(s) Person entitled under Section 1.2 to designate that director (including, as applicable, the Noteholders); or (ii) the Person(s) originally entitled to designate or approve such director pursuant to Section 1.2 is no longer so entitled to designate or approve such director; (b) any vacancies created by the resignation, removal or death of a director elected pursuant to Section 1.2 or 1.3 shall be filled pursuant to the provisions of this Section Article 1; and (c) upon the request of any party entitled to designate a director as provided in Section 1.2 to remove such director (including, as applicable, the Noteholders)director, such director shall be removed. All Stockholders agree to execute any written consents required to perform the obligations of this Agreement, and the Company agrees at the request of any party entitled to designate directors (including, as applicable, the Noteholders) to call a special meeting of stockholders for the purpose of electing directors.

Removal of Board Members. Each Stockholder also agrees to vote, or cause to be voted, all Shares owned by such Stockholder, or over which such Stockholder has voting control, from time to time and at all times, in whatever manner as shall be necessary to ensure that: (a) no director elected pursuant to Sections Subsections 1.2 or 1.3 of this Agreement may be removed from office other than for cause unless (i) such removal is directed or approved by the affirmative vote of the Person(s) ), or of the holders of at least a majority of the shares of stock, entitled under Section 1.2 Subsection 1.3 to designate that director (including, as applicable, the Noteholders)director; or (ii) the Person(s) originally entitled to designate or approve such director pursuant to Section 1.2 Subsection 1.3 is no longer so entitled to designate or approve such director; (b) any vacancies created by the resignation, removal or death of a director elected pursuant to Section Subsections 1.2 or 1.3 shall be filled pursuant to the provisions of this Section 1; and (c) upon the request of any party entitled to designate a director as provided in Section 1.2 Subsection 1.2(a) or 1.2(b) to remove such director (including, as applicable, the Noteholders)director, such director shall be removed. All Stockholders agree to execute any written consents required to perform the obligations of this AgreementSection 1, and the Company agrees at the request of any party Person or group entitled to designate directors (including, as applicable, the Noteholders) to call a special meeting of stockholders for the purpose of electing directors.

Removal of Board Members. Each Stockholder Investor also agrees to vote, or cause to be voted, all Shares owned by such StockholderInvestor, or over which such Stockholder Investor has voting control, from time to time and at all times, in whatever manner as shall be necessary to ensure that: (a) no director elected pursuant to Sections Section 1.2 or 1.3 of this Agreement may be removed from office other than for cause unless unless: (i) such removal is directed or approved by the affirmative vote of the Person(s) Person, or of the holders of a majority of the shares of stock (or each class of stock), entitled under Section 1.2 to designate that director (includingdirector, as applicable, the Noteholders); or (ii) the Person(s) originally entitled to designate or approve such director or occupy such Board seat pursuant to Section 1.2 is no longer so entitled to designate or approve such directordirector or occupy such Board seat; (b) any vacancies created by the resignation, removal or death of a director elected pursuant to Section 1.2 or 1.3 shall be filled pursuant to the provisions of this Section 11.2; and (c) upon the request of any party or parties entitled to designate a director as provided in Section 1.2 1.2, to remove such director (including, as applicable, the Noteholders)director, such director shall be removed. All Stockholders Investors agree to execute any written consents required to perform the obligations of this Agreement, and the Company agrees at the request of any party entitled to designate directors (including, as applicable, the Noteholders) to call a special meeting of stockholders for the purpose of electing directors.

Removal of Board Members. Each Stockholder also agrees to vote, or cause to be voted, all Shares owned by such Stockholder, or over which such Stockholder has voting control, from time to time and at all times, in whatever manner as shall be necessary to ensure that: (a) no director elected pursuant to Sections Section 1.2 or 1.3 of this Agreement may be removed from office other than for cause unless (i) such removal is directed or approved by the affirmative vote of the Person(s) Persons entitled under Section 1.2 to designate that director (including, as applicable, the Noteholders); or (ii) the Person(s) originally entitled to designate or approve such director or occupy such Board seat pursuant to Section 1.2 is no longer so entitled to designate or approve such directordirector or occupy such Board seat; (b) any vacancies created by the resignation, removal or death of a director elected pursuant to Section 1.2 or 1.3 shall be filled pursuant to the provisions of this Section 11.4; and (c) upon the request of any party entitled to designate a director as provided in Section 1.2 to remove such director (including, as applicable, the Noteholders)director, such director shall be removed. All Stockholders agree to execute any written consents required to perform the obligations of this Agreement, and the Company agrees at the request of any party entitled to designate directors (including, as applicable, the Noteholders) to call a special meeting of stockholders for the purpose of electing directors.

Removal of Board Members. Each Stockholder also agrees to vote, or cause to be voted, all Shares owned by such Stockholder, or over which such Stockholder has voting control, from time to time and at all times, in whatever manner as shall be necessary to ensure that: (a) no director elected pursuant to Sections 1.2 Subsections 3.2 or 1.3 3.3 of this Agreement may be removed from office other than for cause unless (i) such removal is directed or approved by the affirmative vote of the Person(s) Person, or of the holders of a majority of the shares of stock, entitled under Section 1.2 Subsections 3.2 to designate that director (including, as applicable, the Noteholders)director; or (ii) the Person(s) originally entitled to designate or approve such director pursuant to Section 1.2 Subsections 3.2 is no longer so entitled to designate or approve such director;; ACTIVE/119579555.22 (b) any vacancies created by the resignation, removal or death of a director elected pursuant to Section 1.2 Subsections 3.2 or 1.3 3.3 shall be filled pursuant to the provisions of this Section 13; and (c) upon the request of any party entitled to designate a director as provided in Section 1.2 Subsection 3.2 to remove such director (including, as applicable, the Noteholders)director, such director shall be removed. All Stockholders agree to execute any written consents required to perform the obligations of this Agreement, and the Company agrees at the request of any party entitled to designate directors (including, as applicable, the Noteholders) to call a special meeting of stockholders for the purpose of electing directors.

Removal of Board Members. Each Stockholder also agrees to vote, or cause to be voted, all Shares owned by such Stockholder, or over which such Stockholder has voting control, from time to time and at all times, in whatever manner as shall be necessary to ensure that: (a) no director elected pursuant to Sections 1.2 1.3 or 1.3 1.4 of this Agreement may be removed from office other than for cause unless (i) such removal is directed or approved by the affirmative vote of the Person(s) Person, or of the holders of at least a majority of the shares of stock, entitled under Section 1.2 1.3 to designate that director (including, as applicable, the Noteholders)director; or (ii) the Person(s) originally entitled to designate or approve such director or occupy such Board seat pursuant to Section 1.2 1.3 is no longer so entitled to designate or approve such directordirector or occupy such Board seat; (b) any vacancies created by the resignation, removal or death of a director elected pursuant to Section 1.2 Sections 1.3 or 1.3 1.4 shall be filled pursuant to the provisions of this Section 1; and (c) upon the request of any party entitled to designate a director as provided in Section 1.2 1.2(a) or 1.2(b) to remove such director (including, as applicable, the Noteholders)director, such director shall be removed. All Stockholders agree to execute any written consents required to perform the obligations of this Agreement, and the Company agrees at the request of any party entitled to designate directors (including, as applicable, the Noteholders) to call a special meeting of stockholders for the purpose of electing directors.

Removal of Board Members. Each Stockholder also agrees to vote, or cause to be voted, all Shares owned by such Stockholder, or over which such Stockholder has voting control, from time to time and at all times, in whatever manner as shall be necessary to ensure that: (a) no director elected pursuant to Sections Subsections 1.2 or 1.3 of this Agreement may be removed from office other than for cause unless (i) such removal is directed or approved by the affirmative vote of the Person(s) entitled under Section Subsection 1.2 to designate that director (including, as applicable, the Noteholders)director; or (ii) the Person(s) originally entitled to designate or approve such director pursuant to Section Subsection 1.2 is no longer so entitled to designate or approve such director; (b) any vacancies created by the resignation, removal or death of a director elected pursuant to Section Subsections 1.2 or 1.3 shall be filled pursuant to the provisions of this Section 1; and (c) upon the request of any party entitled to designate a director as provided in Section Subsection 1.2 to remove such director (including, as applicable, the Noteholders)director, such director shall be removed. All Stockholders agree to execute any written consents required to perform the obligations of this AgreementSection 1, and the Company agrees at the request of any party Person or member of a group entitled to designate directors (including, as applicable, the Noteholders) to call a special meeting of stockholders for the purpose of electing directors.

Removal of Board Members. Each Stockholder also agrees to vote, or cause to be voted, all Shares owned by such Stockholder, or over which such Stockholder has voting control, from time to time and at all times, in whatever manner as shall be necessary to ensure that: (a) no director elected pursuant to Sections 1.2 or 1.3 of this Agreement Agree­ment may be removed from office other than for cause unless (i) such removal is directed or approved by the affirmative vote of the Person(s) holders of at least a majority of the shares of stock, entitled under Section 1.2 to designate that director (including, as applicable, the Noteholders); or (ii) the Person(s) originally entitled to designate or approve such director pursuant to Section 1.2 is no longer so entitled to designate or approve such director; (b) any vacancies created by the resignation, removal or death of a director elected pursuant to Section Sections 1.2 or 1.3 shall be filled pursuant to the provisions of this Section 1; and (c) upon the request of any party entitled to designate a director as provided in Section 1.2 1.2(a) or 1.2(b) to remove such director (including, as applicable, the Noteholders)director, such director shall be removed. All Stockholders agree to execute any written consents required to perform the obligations of this Agreement, and the Company agrees at the request of any party entitled to designate directors (including, as applicable, the Noteholders) to call a special meeting of stockholders for the purpose of electing directors.

Removal of Board Members. Each Stockholder also agrees to vote, or cause to be voted, all Shares owned by such Stockholder, or over which such Stockholder has voting control, from time to time and at all times, in whatever manner as shall be necessary to ensure that: (a) no director elected pursuant to Sections 1.2 3.2 or 1.3 3.3 of this Agreement may be removed from office other than for cause unless (i) such removal is directed or approved by the affirmative vote of the Person(s) Person, or of the holders of at least a majority of the shares of stock, entitled under Section 1.2 3.2 to designate that director (includingsuch director, as applicable, the Noteholders); or (ii) the Person(s) originally entitled to designate or approve such director director, or occupy such Board seat, pursuant to Section 1.2 3.2 is no longer so entitled to designate or approve such directordirector or occupy such Board seat; (b) any vacancies created by the resignation, removal or death of a director elected pursuant to Section 1.2 Sections 3.2 or 1.3 3.3 shall be filled pursuant to the provisions of this Section 13; and (c) upon the request of any party entitled to designate a director as provided in this Section 1.2 3 to remove such director (including, as applicable, the Noteholders)director, such director shall be removed. All Stockholders agree to execute any written consents required to perform the obligations of this Agreement, and the Company agrees at the request of any party entitled to designate directors (including, as applicable, the Noteholders) to call a special meeting of stockholders for the purpose of electing directors.

Removal of Board Members. Each Stockholder also agrees to vote, or cause to be voted, all Shares owned by such Stockholder, or over which such Stockholder has voting control, from time to time and at all times, in whatever manner as shall be necessary to ensure that: (a) no director elected pursuant to Sections 1.2 or Section 1.3 of this Agreement may be removed from office other than for cause unless (i) such removal is directed or approved by the affirmative vote of the Person(s) entitled under Section 1.2 to designate that director (including, as applicable, the Noteholders)director; or (ii) the Person(s) originally entitled to designate or approve such director or occupy such Board seat pursuant to Section 1.2 is no longer so entitled to designate or approve such directordirector or occupy such Board seat; (b) any vacancies created by the resignation, removal or death of a director elected pursuant to Section Sections 1.2 or Section 1.3 shall be filled pursuant to the provisions of this Section 1; and (c) upon the request of any party entitled to designate a director as provided in Section 1.2 1.2(a) or Section 1.2(b) to remove such director (including, as applicable, the Noteholders)director, such director shall be removed. All Stockholders agree to execute any written consents required to perform the obligations of this AgreementSection 1, and the Company agrees at the request of any party Person or group entitled to designate directors (including, as applicable, the Noteholders) to call a special meeting of stockholders for the purpose of electing directors.

Removal of Board Members. Each Stockholder also agrees to vote, or cause to be voted, all Shares owned by such Stockholder, or over which such Stockholder has voting control, from time to time and at all times, in whatever manner as shall be necessary to ensure that: (a) no director elected pursuant to Sections Clauses 1.2 or 1.3 of this Agreement may be removed from office prior to the end of his term of service other than for cause (e.g. the commission of an act of fraud or embezzlement or the commission of a crime involving moral turpitude) unless (i) such removal is directed or approved by the affirmative vote of the Person(s) Lead Investor (in the case of the Series A Director), or of the holders of a majority of the shares of stock, entitled under Section Clause 1.2 to designate that director (including, as applicable, the Noteholders); or (ii) the Person(sperson(s) originally entitled to designate or approve such director pursuant to Section Clause 1.2 is no longer so entitled to designate or approve such director; (b) any vacancies created by the resignation, removal or death of a director elected pursuant to Section Clauses 1.2 or 1.3 shall be filled pursuant to the provisions of this Section Clause 1; and (c) upon the request at any time in writing to the Company of any party person or group of persons entitled to designate a director as provided in Section 1.2 Clause 1.2(a) to remove such director (including, as applicable, the Noteholders)director, such director shall be removed. All Stockholders agree to execute any written consents required to perform the obligations of this Agreement, and the Company agrees at the request of any party person or group of persons entitled to designate directors (including, as applicable, the Noteholders) to call a special meeting of stockholders Stockholders for the purpose of electing directorsdirectors or otherwise arrange for the adoption of a circular resolution of the Stockholders in accordance with the provisions of the Amended Articles.

Removal of Board Members. Each Stockholder Shareholder also agrees to vote, or cause to be voted, all Shares owned by such StockholderShareholder, or over which such Stockholder Shareholder has voting control, from time to time and at all times, in whatever manner as shall be necessary to ensure that: (a) no director elected pursuant to Sections Section 1.2 or Section 1.3 of this Agreement may be removed from office other than for cause unless (i) such removal is directed or approved by the affirmative vote of the Person(s) entitled under Section 1.2 to designate that director (including, as applicable, the Noteholders); or (ii) the Person(s) originally entitled to designate or approve such director pursuant to Section 1.2 is are no longer so entitled to designate or approve such director; provided, however, that no director elected pursuant to Section 1.2(a) (including if such person originally elected pursuant to Section 1.2(a) is subsequently reelected pursuant to Section 1.3) may be removed from office other than for cause unless such removal is directed or approved by a majority of the other members of the Board; (b) any vacancies created by the resignation, removal or death of a director elected pursuant to Section 1.2 or Section 1.3 shall be filled pursuant to the provisions of this Section 1; and (c) upon the request of any party Person(s) entitled to designate a director as provided in Section 1.2 to remove such director (including, as applicable, the Noteholders)director, such director shall be removed. All Stockholders Shareholders agree to promptly execute and deliver any written consents required to perform the obligations of this Agreement, and the Company agrees at the request of any party entitled to designate directors (including, as applicable, the Noteholders) a director to call a special meeting of stockholders shareholders for the purpose of electing or removing directors.

Removal of Board Members. Each Stockholder also agrees to vote, or cause to be voted, all Shares owned by such Stockholder, or over which such Stockholder has voting control, from time to time and at all times, in whatever manner as shall be necessary to ensure that: (a) no director elected pursuant to Sections 1.2 Subsections 1.3 or 1.3 1.4 of this Agreement may be removed from office other than for cause unless (i) such removal is directed or approved by the affirmative vote of the Person(s) Person entitled under Section 1.2 Subsection 1.3 to designate that director (including, as applicable, the Noteholders)director; or (ii) the Person(s) originally entitled to designate or approve such director pursuant to Section Subsection 1.2 is no longer so entitled to designate or approve such director; (b) any vacancies created by the resignation, removal or death of a director elected pursuant to Section 1.2 Subsections 1.3 or 1.3 1.4 shall be filled pursuant to the provisions of this Section 1; and (c) upon the request of any party entitled to designate a director as provided in Section Subsection 1.2 to remove such director (including, as applicable, the Noteholders)director, such director shall be removed. All Subject to any requirements or limitations under the Securities Exchange Act of 1934, as amended, and rules promulgated thereunder, all Stockholders agree to execute any written consents required to perform the obligations of this Agreement, and the Company agrees at the request of any party entitled to designate directors (including, as applicable, the Noteholders) to call a special meeting of stockholders for the purpose of electing directors.

Removal of Board Members. Each Stockholder Shareholder also agrees to vote, or cause to be voted, all Shares owned by such StockholderShareholder, or over which such Stockholder Shareholder has voting control, from time to time and at all times, in whatever manner as shall be necessary to ensure that: (a) no director elected pursuant to Sections 1.2 or 1.3 Section 1.4 of this Agreement may be removed from office other than for cause unless (i) such removal is directed or approved by the affirmative vote of the Person(s) Person, or of the holders of the requisite Shareholders, entitled under Section 1.2 1.4 to designate that director (including, as applicable, the Noteholders); or (ii) in the Person(s) case of the CEO Director, the Person originally entitled to designate or approve occupy such director Board seat pursuant to Section 1.2 1.4 is no longer so entitled to designate or approve occupy such directorBoard seat; (b) any vacancies created by the resignation, removal or death of a director elected pursuant to Section 1.2 or 1.3 1.4 shall be filled pursuant to the provisions of this Section 11.4; and (c) upon the request of any party or parties entitled to designate a director as provided in Section 1.2 1.4 to remove such director (including, as applicable, the Noteholders)director, such director shall be removed. All Stockholders Shareholders agree to execute any written consents required to perform the obligations of this Agreement, and the Company agrees at the request of any party entitled to designate directors (including, as applicable, the Noteholders) to call a special meeting of stockholders Shareholders for the purpose of electing directors.

Removal of Board Members. Each Stockholder also agrees to vote, or cause to be voted, all Shares owned by such Stockholder, or over which such Stockholder has voting control, from time to time and at all times, in whatever manner as shall be necessary to ensure that: (a) no director elected pursuant to Sections 1.2 or 1.3 of this Agreement may be removed from office other than for cause unless (i) such removal is directed or approved by the affirmative vote of the Person(s) entitled under Section 1.2 this Agreement to designate that director (including, as applicable, the Noteholders); or (ii) the Person(s) originally entitled to designate or approve such director pursuant to Section 1.2 this Agreement is no longer so entitled to designate or approve such director; (b) any vacancies created by the resignation, removal or death of a director elected pursuant to Section 1.2 or 1.3 this Agreement shall be filled pursuant to the provisions of this Section 1Agreement; and (c) upon the request of any party entitled to designate a director as provided in Section 1.2 this Agreement to remove such director (including, as applicable, the Noteholders)director, such director shall be removed. All Stockholders agree to execute any written consents required to perform the obligations of this Agreement, and the Company agrees at the request of any party entitled to designate directors (including, as applicable, the Noteholders) to call a special meeting of stockholders for the purpose of electing directors.

Removal of Board Members. Each Stockholder also agrees to vote, or cause to be voted, all Shares owned by such Stockholder, or over which such Stockholder has voting control, from time to time and at all times, in whatever manner as shall be necessary to ensure that: (a) no director elected pursuant to Sections Subsections 1.2 or 1.3 of this Agreement may be removed from office other than for cause unless (i) such removal is directed or approved by the affirmative vote of the Person(s) Person or Persons entitled under Section Subsection 1.2 to designate that director (including, as applicable, the Noteholders); or (ii) the Person(s) originally entitled to designate or approve such director pursuant to Section Subsection 1.2 is no longer so entitled to designate or approve such director; (b) any vacancies created by the resignation, removal or death of a director elected pursuant to Section Subsections 1.2 or 1.3 shall be filled pursuant to the provisions of this Section 1; and (c) upon the request of any party entitled to designate a director as provided in Section Subsection 1.2 to remove such director (including, as applicable, the Noteholders)director, such director shall be removed. All Stockholders agree to execute any written consents required to perform the obligations of this Agreement, and the Company agrees at the request of any party entitled to designate directors (including, as applicable, the Noteholders) to call a special meeting of stockholders for the purpose of electing directors.

Removal of Board Members. Each Stockholder also agrees to vote, or cause to be voted, all Shares owned by such Stockholder, or over which such Stockholder has voting control, from time to time and at all times, in whatever manner as shall be necessary to ensure that: (a) no director elected pursuant to Sections Section 1.2 or 1.3 of this Agreement may be removed from office other than for cause unless (i) such removal is directed or approved by the affirmative vote of the Person(s) holders of a majority of the Shares entitled under Section 1.2 to designate or approve that director (includingdirector, as applicable, the Noteholders); or (ii) the Person(s) originally entitled to designate or approve such director or occupy such Board seat pursuant to Section 1.2 is no longer so entitled to designate or approve such directordirector or occupy such Board seat; (b) any vacancies created by the resignation, removal or death of a director elected pursuant to Section 1.2 or 1.3 shall be filled pursuant to the provisions of this Section 11 or otherwise in accordance with the Certificate; and (c) upon the request of any party group of Stockholders entitled to designate a director as provided in Section 1.2 to remove such director (including, as applicable, the Noteholders)director, such director shall be removed. All Stockholders agree to execute any written consents required to perform the obligations of this AgreementSection 1, and and, if executed written consent cannot be obtained, the Company agrees at the request of any party Person or group entitled to designate directors (including, as applicable, the Noteholders) to call a special meeting of stockholders for the purpose of electing directors.

Removal of Board Members. Each Stockholder also agrees to vote, or cause to be voted, all Shares owned by such Stockholder, or over which such Stockholder has voting control, from time to time and at all times, in whatever manner as shall be necessary to ensure that: (a) no director elected pursuant to Sections Section 1.2 or 1.3 of this Agreement may be removed from office other than for cause unless (i) such removal is directed or approved by the affirmative vote of the Person(s) ), or of the holders of at least a majority of the shares of stock, entitled under Section 1.2 to designate that director (including, as applicable, the Noteholders)director; or (ii) the Person(s) originally entitled to designate or approve such director pursuant to Section 1.2 is no longer so entitled to designate or approve such director; (b) any vacancies created by the resignation, removal or death of a director elected pursuant to Section 1.2 or 1.3 shall be filled pursuant to the provisions of this Section 1; and (c) upon the request of any party entitled to designate a director as provided in Section 1.2 to remove such director (including, as applicable, the Noteholders)director, such director shall be removed. All Stockholders agree to execute any written consents required to perform the obligations of this AgreementSection 1, and the Company agrees at the request of any party Person or group entitled to designate directors (including, as applicable, the Noteholders) to call a special meeting of stockholders for the purpose of electing directors.

Removal of Board Members. Each Stockholder also agrees to vote, or cause to be voted, all Shares owned by such Stockholder, or over which such Stockholder has voting control, from time to time and at all times, in whatever manner as shall be necessary to ensure that: (a) no director elected pursuant to Sections 1.2 or 1.3 Section 1.1 of this Agreement may be removed from office other than for cause unless (i) such removal is directed or approved by the affirmative vote of the Person(s) Person, or of the holders of at least a majority of the shares of capital stock, entitled under Section 1.2 1.1 to designate that director (including, as applicable, the Noteholders); or (ii) the Person(s) originally entitled to designate or approve such director pursuant to Section 1.2 1.1 is no longer so entitled to designate or approve such director; (b) any vacancies created by the resignation, removal or death of a director elected pursuant to Section 1.2 or 1.3 1.1 shall be filled pursuant to the provisions of this Section 1; and (c) upon the request of any party entitled to designate a director as provided in Section 1.2 Sections 1.1(a), 1.1(b), 1.1(c) or 1.1(e) to remove such director (including, as applicable, the Noteholders)director, such director shall be removed. All Stockholders agree to execute any written consents required to perform the obligations of this Agreement, and the Company agrees at the request of any party entitled to designate directors (including, as applicable, the Noteholders) to call a special meeting of stockholders for the purpose of electing directors.

Removal of Board Members. Each Stockholder also agrees to vote, or cause to be voted, all Shares owned by such Stockholder, or over which such Stockholder has voting control, from time to time and at all times, in whatever manner as shall be necessary to ensure that: (a) no director elected pursuant to Sections 1.2 Subsections 5.2 or 1.3 5.3 of this Agreement may be removed from office other than for cause unless (i) such removal is directed or approved by the affirmative vote of the Person(s) Person, or of the holders of a majority of the shares of stock, entitled under Section 1.2 Subsection 5.2 to designate that director (including, as applicable, the Noteholders)director; or (ii) the Person(s) originally entitled to designate or approve such director pursuant to Section 1.2 Subsection 5.2 is no longer so entitled to designate or approve such director; (b) any vacancies created by the resignation, removal or death of a director elected pursuant to Section 1.2 Subsections 5.2 or 1.3 5.3 shall be filled pursuant to the provisions of this Section 15; and (c) upon the request of any party entitled to designate a director as provided in Section 1.2 Subsection 5.2(a) or Subsection 5.2(c) to remove such director (including, as applicable, the Noteholders)director, such director shall be removed. All Stockholders agree to execute any written consents required to perform the obligations of this Agreement, and the Company agrees at the request of any party entitled to designate directors (including, as applicable, the Noteholders) to call a special meeting of stockholders for the purpose of electing directors.

Removal of Board Members. Each Stockholder also agrees to vote, or cause to be voted, all Shares owned by such Stockholder, or over which such Stockholder has voting control, from time to time and at all times, in whatever manner as shall be necessary to ensure that: (a) no director elected pursuant to Sections 1.2 5.2 or 1.3 5.3 of this Agreement may be removed from office other than for cause unless (i) such removal is directed or approved by the affirmative vote of the Person(s) ), or of the holders of a majority of the shares of stock, entitled under Section 1.2 5.2 to designate that director (including, as applicable, the Noteholders); or (ii) the Person(s) originally entitled to designate or approve such director or occupy such Board seat pursuant to Section 1.2 5.2 is no longer so entitled to designate or approve such directordirector or occupy such Board seat; (b) any vacancies created by the resignation, removal or death of a director elected pursuant to Section 1.2 Sections 5.2 or 1.3 5.3 shall be filled pursuant to the provisions of this Section 15; and (c) upon the request of any party entitled to designate a director as provided in Section 1.2 5.2 to remove such director (including, as applicable, the Noteholders)director, such director shall be removed. All Stockholders agree to execute any written consents required to perform the obligations of this Agreement, and the Company agrees at the request of any party entitled to designate directors (including, as applicable, the Noteholders) to call a special meeting of stockholders for the purpose of electing directors.

Removal of Board Members. Each Stockholder also agrees to vote, or cause to be voted, all Shares owned by such Stockholder, or over which such Stockholder has voting control, from time to time and at all times, in whatever manner as shall be necessary to ensure that: (a) no director elected pursuant to Sections Section 1.2 or 1.3 of this Agreement may be removed from office other than for cause unless (i) such removal is directed or approved by the affirmative vote of the Person(s) Stockholders entitled under Section 1.2 to designate that director (including, as applicable, the Noteholders); or (ii) the Person(s) person originally entitled to designate or approve such director pursuant to Section 1.2 is no longer so entitled to designate or approve such directordirector pursuant to the terms of Section 1.2; (b) any vacancies created by the resignation, removal or death of a director elected pursuant to Section 1.2 or 1.3 shall be filled pursuant to the provisions of this Section 1; and (c) upon the request of any party entitled to designate a director as provided in Section 1.2 to remove such director (including, as applicable, the Noteholders)director, such director shall be removed. All Stockholders agree to execute any written consents required to perform the obligations of this Agreement, and the Company agrees at the request of any party entitled to designate directors (including, as applicable, the Noteholders) to call a special meeting of stockholders for the purpose of electing directors.

Removal of Board Members. Each Stockholder Holder also agrees to vote, or cause to be voted, all Shares owned by such StockholderHolder, or over which such Stockholder Holder has voting control, from time to time and at all times, in whatever manner as shall be necessary to ensure that: (a) no director elected pursuant to Sections 1.2 2.2 or 1.3 2.3 of this Agreement may be removed from office other than for cause unless (i) such removal is directed or approved by the affirmative vote of the Person(s) ), entitled under Section 1.2 2.2 to designate that director (including, as applicable, the Noteholders); or (ii) the Person(s) originally entitled to designate or approve such director or occupy such Board seat pursuant to Section 1.2 2.2 is no longer so entitled to designate or approve such director;director or occupy such Board seat; and (b) any vacancies created by the resignation, removal removal, death, disqualification or death disability of a director elected appointed pursuant to Section 1.2 Sections 2.2 or 1.3 2.3 shall be filled pursuant to the provisions of this Section 1; and (c) upon the request of any party entitled to designate a director as provided in Section 1.2 to remove such director (including, as applicable, the Noteholders), such director shall be removed2. All Stockholders Holders agree to execute any written consents required to perform the obligations of this Agreement, and the Company agrees at the request of any party entitled to designate directors (including, as applicable, the Noteholders) to call a special meeting of stockholders shareholders of the Company for the purpose of electing directors.

Removal of Board Members. Each Stockholder also agrees to vote, or cause to be voted, all Shares owned by such Stockholder, or over which such Stockholder has voting control, from time to time and at all times, in whatever manner as shall be necessary to ensure that: (a) no director elected pursuant to Sections Subsections 1.2 or 1.3 of this Agreement may be removed from office other than for cause unless (i) such removal is directed or approved by the affirmative vote of the Person(s) entitled under Section Subsection 1.2 to designate that director (including, as applicable, the Noteholders)director; or (ii) the Person(s) originally entitled to designate or approve such director or occupy such Board seat pursuant to Section Subsection 1.2 is no longer so entitled to designate or approve such directordirector or occupy such Board seat; (b) any vacancies created by the resignation, removal or death of a director elected pursuant to Section Subsections 1.2 or 1.3 shall be filled pursuant to the provisions of this Section 1; and (c) upon the request of any party entitled to designate a director as provided in Section 1.2 Subsection 1.2(a) or 1.2(b) to remove such director (including, as applicable, the Noteholders)director, such director shall be removed. All Stockholders agree to execute any written consents required to perform the obligations of this AgreementSection 1, and the Company agrees at the request of any party Person or group entitled to designate directors (including, as applicable, the Noteholders) to call a special meeting of stockholders for the purpose of electing directors.

Removal of Board Members. Each Stockholder also agrees to vote, or cause to be voted, all Shares owned by such Stockholder, or over which such Stockholder has voting control, from time to time and at all times, in whatever manner as shall be necessary to ensure that: (a) no director elected pursuant to Sections 1.2 Subsections 10.2 or 1.3 10.3 of this Agreement may be removed from office other than for cause unless (i) such removal is directed or approved by the affirmative vote of the Person(s) entitled under Section 1.2 Subsection 10.2 to designate that director (including, as applicable, the Noteholders)director; or (ii) the Person(s) originally entitled to designate or approve such director or occupy such Board seat pursuant to Section 1.2 Subsection 10.2 is no longer so entitled to designate or approve such directordirector or occupy such Board seat; (b) any vacancies created by the resignation, removal or death of a director elected pursuant to Section 1.2 Subsections 10.2 or 1.3 10.3 shall be filled pursuant to the provisions of this Section 110; and (c) upon the request of any party entitled to designate a director as provided in Section 1.2 Subsections 10.2(a)-(d) to remove such director (including, as applicable, the Noteholders)director, such director shall be removed. All Stockholders agree to execute any written consents required to perform the obligations of this AgreementSection 10, and the Company agrees at the request of any party Person or group entitled to designate directors (including, as applicable, the Noteholders) to call a special meeting of stockholders for the purpose of electing directors.

Removal of Board Members. Each Stockholder Holder also agrees to vote, or cause to be voted, all Shares Stock owned by such StockholderHolder, or over which such Stockholder Holder has voting control, from time to time and at all times, in whatever manner as shall be necessary necessary, in favor of resolutions intended to ensure that: (a) no director elected pursuant to Sections 1.2 or 1.3 of this Agreement may be removed from office other than for cause unless (i) such removal is directed or approved by the affirmative vote of the Person(s) Persons entitled under Section 1.2 to designate or approve that director (including, as applicable, the Noteholders); or (ii) the Person(s) originally entitled to designate or approve such director or occupy such Board seat pursuant to Section 1.2 is no longer so entitled to designate or approve such directordirector or occupy such Board seat; (b) any vacancies created by the resignation, removal or death of a director elected pursuant to Section Sections 1.2 or 1.3 shall be filled pursuant to the provisions of this Section 1; and (c) upon the request of any party entitled to designate a director as provided in Section 1.2 to remove such director (including, as applicable, the Noteholders)director, such director shall be removed. All Stockholders agree Each Holder agrees to execute any written consents required to perform the obligations of this Agreement, and the Company agrees at the request of any party entitled to designate directors (including, as applicable, the Noteholders) to call a special meeting of stockholders shareholders for the purpose of electing directors.. Trace Analytics Stockholder Agreement

Removal of Board Members. Each Stockholder also agrees to vote, or cause to be voted, all Shares owned by such Stockholder, or over which such Stockholder has voting control, from time to time and at all times, in whatever manner as shall be necessary to ensure that: (a) no director elected pursuant to Sections Subsections 1.1 or 1.2 or 1.3 of this Agreement may be removed from office other than for cause unless (i) such removal is directed or approved by the affirmative vote of the Person(s) ), or of the holders of at least a majority of the shares of stock, entitled under Section Subsection 1.2 to designate that director (including, as applicable, the Noteholders)director; or (ii) the Person(s) originally entitled to designate or approve such director pursuant to Section Subsection 1.2 is no longer so entitled to designate or approve such director; (b) any vacancies created by the resignation, removal or death of a director elected pursuant to Section Subsections 1.1 or 1.2 or 1.3 shall be filled pursuant to the provisions of this Section 1; and (c) upon the request of any party entitled to designate a director as provided in Section 1.2 Subsection 1.2(a) to remove such director (including, as applicable, the Noteholders)director, such director shall be removed. All Stockholders agree to execute any written consents required to perform the obligations of this AgreementSection 1, and the Company agrees at the request of any party Person or group entitled to designate directors (including, as applicable, the Noteholders) to call a special meeting of stockholders for the purpose of electing directors.

Removal of Board Members. Each Stockholder also agrees to vote, or cause to be voted, all Shares owned by such Stockholder, or over which such Stockholder has voting control, from time to time and at all times, in whatever manner as shall be necessary to ensure that: (a) no director elected pursuant to Sections 1.2 or Subsection 1.3 of this Agreement may be removed from office other than for cause unless (i) such removal is directed or approved by the affirmative vote of the Person(s) Person, or of the holders of a majority of the shares of stock, entitled under Section 1.2 to designate that director (including, as applicable, the Noteholders)director; or (ii) the Person(s) originally entitled to designate or approve such director pursuant to Section 1.2 or occupy such Board seat is no longer so entitled to designate or approve such directordirector or occupy such Board seat; (b) any vacancies created by the resignation, removal or death of a director elected pursuant to Section 1.2 or 1.3 hereunder shall be filled pursuant to the provisions of this Section 1; and (c) upon the request of any party entitled to designate a director as provided in Section 1.2 herein or to remove such director (including, as applicable, the Noteholders)director, such director shall be removed. All Stockholders agree to execute any written consents required to perform the obligations of this Agreement, and the Company agrees at the request of any party entitled to designate directors (including, as applicable, the Noteholders) to call a special meeting of stockholders for the purpose of electing directors.

Removal of Board Members. Each Stockholder also agrees to vote, or cause to be voted, all Shares owned by such Stockholder, or over which such Stockholder has voting control, from time to time and at all times, in whatever manner as shall will be necessary to ensure that: (a) no director elected pursuant to Sections Subsection 1.2 or 1.3 of this Agreement may be removed from office other than for cause unless (i) such removal is directed or approved by the affirmative vote of the Person(s) or Stockholders entitled under Section 1.2 to designate or approve that director (including, as applicable, the Noteholders)director; or (ii) the Person(s) originally entitled to designate or approve such director pursuant to Section Subsection 1.2 is no longer so entitled to designate or approve such director; (b) any vacancies created by the resignation, removal or death of a director elected pursuant to Section Subsection 1.2 or 1.3 shall will be filled pursuant to the provisions of this Section 1; and (c) upon the request of any party entitled to designate a director as provided in Section 1.2 Subsection 1.2(a) or 1.2(b), respectively, to remove such director (including, as applicable, the Noteholders)director, such director shall will be removed. All Stockholders agree to execute any written consents required to perform the obligations of this AgreementSection 1, and the Company agrees at the request of any party Person or group entitled to designate directors (including, as applicable, the Noteholders) to call a special meeting of stockholders for the purpose of electing directors.

Removal of Board Members. Each Stockholder also agrees to vote, or cause to be voted, all Shares owned by such Stockholder, or over which such Stockholder has voting control, from time to time and at all times, in whatever manner as shall be necessary to ensure that: (a) no director elected pursuant to Sections 1.2 2.2 or 1.3 2.3 of this Agreement may be removed from office other than for cause unless (i) such removal is directed or approved by the affirmative vote of the Person(s) Person, or of the holders of at least a majority of shares of stock, entitled under Section 1.2 2.2 to designate that director (including, as applicable, the Noteholders); or (ii) the Person(s) originally entitled to designate or approve such director pursuant to Section 1.2 2.2 is no longer so entitled to designate or approve such director; (b) any vacancies created by the resignation, removal or death of a director elected pursuant to Section 1.2 Subsections 2.3 or 1.3 2.4 shall be filled pursuant to the provisions of this Section 12; and (c) upon the request of any party entitled to designate a director as provided in Section 1.2 Subsection 2.2(a), 2.2(b) or 2.2(c) to remove such director (including, as applicable, the Noteholders)director, such director shall be removed. All Stockholders agree to execute any written consents required to perform the obligations of this Agreement, and the Company agrees at the request of any party entitled to designate directors (including, as applicable, the Noteholders) to call a special meeting of stockholders for the purpose of electing directors.

Removal of Board Members. Each Stockholder also agrees to vote, or cause to be voted, all Shares owned by such Stockholder, or over which such Stockholder has voting control, from time to time and at all times, in whatever manner as shall be necessary to ensure that: (a) no director elected pursuant to Sections 1.2 or 1.3 Section 2.2 of this Agreement may be removed from office other than for cause unless (i) such removal is directed or approved by the affirmative vote of the Person(s) Person, or of the holders of the shares of stock, entitled under Section 1.2 2.2 to designate that director (includingdirector, as applicable, the Noteholders); or (ii) the Person(s) Person, or holders of the shares of stock, originally entitled to designate or approve such director pursuant to Section 1.2 2.2 is no longer so entitled to designate such director or approve occupy such director;Board seat; and (b) any vacancies created by the resignation, removal or death of a director elected pursuant to Section 1.2 or 1.3 2.2 shall be filled pursuant to the provisions of this Section 12.2; and (c) upon the request of any party Person, or any holders of shares of Capital Stock, entitled to designate a director as provided in Section 1.2 2.2 to remove such director (including, as applicable, the Noteholders)director, such director shall be removed. All Stockholders agree to execute any written consents required to perform the obligations of this Agreement, and the Company agrees at the request of any party Person, or any holders of shares of Capital Stock, entitled to designate directors (including, as applicable, the Noteholders) a director to call a special meeting of stockholders for the purpose of electing directorssuch director.

Removal of Board Members. Each Stockholder also agrees to vote, or cause to be voted, all Shares owned by such Stockholder, or over which such Stockholder has voting control, from time to time and at all times, in whatever manner as shall be necessary to ensure that: (a) no director elected pursuant to Sections 1.2 Subsections, 1.2, 1.3 or 1.3 1.4 of this Agreement may be removed from office other than for cause unless (i) such removal is directed or approved by the affirmative vote of the Person(s) Person, or of the holders of at least 50% of the shares of stock, entitled under Section 1.2 Subsection 1.3 to designate that director (including, as applicable, the Noteholders)director; or (ii) the Person(s) originally entitled to designate or approve such director pursuant to Section Subsection 1.2 is no longer so entitled to designate or approve such directordirector or occupy such Board seat; (b) any vacancies created by the resignation, removal or death of a director elected pursuant to Section 1.2 Subsections, 1.2, 1.3 or 1.3 1.4 shall be filled pursuant to the provisions of this Section 1; 1 and (c) upon the request of any party entitled to designate a director as provided in Section 1.2 Subsection 1.2(a) or 1.2(b) to remove such director (including, as applicable, the Noteholders)director, such director shall be removed. All Stockholders agree to execute any written consents required to perform the obligations of this Agreement, and the Company agrees at the request of any party entitled to designate directors (including, as applicable, the Noteholders) to call a special meeting of stockholders for the purpose of electing directors.

Removal of Board Members. Each Stockholder also agrees to vote, or cause to be voted, all Shares owned by such Stockholder, or over which such Stockholder has voting control, from time to time and at all times, in whatever manner as shall be necessary to ensure that: (a) no director elected pursuant to Sections Section 1.2 or 1.3 of this Agreement may be removed from office other than for cause unless (i) such removal is directed or approved by the affirmative vote of the Person(s) ), or of the holders of at least a majority of the shares of stock, entitled under Section 1.2 to designate that director (including, as applicable, the Noteholders)director; or (ii) the Person(s) originally entitled to designate or approve such director pursuant to Section 1.2 is no longer so entitled to designate or approve such director; (b) any vacancies created by the resignation, removal or death of a director elected pursuant to Section 1.2 or 1.3 shall be filled pursuant to the provisions of this Section 1; and (c) upon the request of any party or parties entitled to designate a director as provided in Section 1.2 to remove such director (including, as applicable, the Noteholders)director, such director shall be removed. All Stockholders agree to execute any written consents required to perform the obligations of this AgreementSection 1, and the Company agrees at the request of any party Person or group entitled to designate directors (including, as applicable, the Noteholders) to call a special meeting of stockholders for the purpose of electing directors.

Removal of Board Members. (a) Each Stockholder also agrees to vote, or cause to be voted, all Shares owned by such Stockholder, or over which such Stockholder has voting control, from time to time and at all times, in whatever manner as shall be necessary to ensure that: (ai) no director elected pursuant to Sections 1.2 or 1.3 of this Agreement Section 3.2 may be removed from office other than for cause unless (i) such removal is directed or approved by the affirmative vote or written consent of the Person(s) Person, or of the holders of the shares of stock, entitled under Section 1.2 3.2 to designate that director (including, as applicable, the Noteholders)director; or (ii) the Person(s) originally entitled to designate or approve such director pursuant to Section 1.2 3.2 is no longer so entitled to designate or approve such director; (bii) any vacancies created by the resignation, removal or death of a director elected pursuant to Section 1.2 or 1.3 3.2 shall be filled pursuant to the provisions of this Section 13.2; and (ciii) upon the request of any party entitled to designate a director as provided in Section 1.2 3.2 to remove such director (including, as applicable, the Noteholders)director, such director shall be removed. . (b) All Stockholders agree to execute any written consents required to perform the obligations of this Agreement, and the Company agrees at the request of any party entitled to designate directors (including, as applicable, the Noteholders) to call a special meeting of stockholders of the Company for the purpose of electing directors.

Removal of Board Members. Each Stockholder also agrees to vote, or cause to be voted, all Shares owned by such Stockholder, or over which such Stockholder has voting control, from time to time and at all times, in whatever manner as shall be necessary to ensure that: (a) no director elected pursuant to Sections 1.2 or 1.3 of this Agreement may be removed from office other than for cause unless (i) such removal is directed or approved by the affirmative vote of the Person(s) ), or of the holders of the requisite number and class or series of the shares of stock entitled under Section 1.2 to designate that director (including, as applicable, the Noteholders); or (ii) the Person(s) originally entitled to designate or approve such director pursuant to Section 1.2 is no longer so entitled to designate or approve such director; (b) any vacancies created by the resignation, removal or death of a director elected pursuant to Section Sections 1.2 or 1.3 shall be filled pursuant to the provisions of this Section 1; and (c) upon the request of any party or parties entitled to designate a director as provided in Section 1.2 Sections 1.2(a), 1.2(c), 1.2(d), 1.2(e), or 1.2(f) to remove such director (including, as applicable, the Noteholders)director, such director shall be removed. All Stockholders agree to execute any written consents required to perform the obligations of this Agreement, and the Company agrees at the request of any party entitled to designate directors (including, as applicable, the Noteholders) to call a special meeting of stockholders for the purpose of electing directors.

Removal of Board Members. Each Stockholder also agrees to vote, or cause to be voted, all Shares owned by such Stockholder, or over which such Stockholder has voting control, from time to time and at all times, in whatever manner as shall be necessary to ensure that: (a) no director elected pursuant to Sections Subsections 1.2 or 1.3 of this Agreement may be removed from office other than for cause unless (i) such removal is directed or approved by the affirmative vote of the Person(s) ), or of the holders of a majority of the shares of stock, entitled under Section Subsection 1.2 to designate that director (including, as applicable, the Noteholders)director; or (ii) the Person(s) originally entitled to designate or approve such director or occupy such Board seat pursuant to Section Subsection 1.2 is no longer so entitled to designate or approve such directordirector or occupy such Board seat; (b) any vacancies created by the resignation, removal or death of a director elected pursuant to Section Subsections 1.2 or 1.3 shall be filled pursuant to the provisions of this Section 1; and (c) upon the request of any party entitled to designate a director as provided in Section Subsection 1.2 to remove such director (including, as applicable, the Noteholders)director, such director shall be removed. All Stockholders agree to execute any written consents required to perform the obligations of this AgreementSection 1, and the Company agrees at the request of any party Person or group entitled to designate directors (including, as applicable, the Noteholders) to call a special meeting of stockholders for the purpose of electing directors.

Removal of Board Members. Each Stockholder also agrees to vote, or cause to be voted, all Shares owned by such Stockholder, or over which such Stockholder has voting control, from time to time and at all times, in whatever manner as shall be necessary to ensure that: (a) no director elected pursuant to Sections Subsections 1.2 or 1.3 1.4 of this Agreement may be removed from office other than for cause unless (i) such removal is directed or approved by the affirmative vote of the Person(s) Person entitled under Section Subsection 1.2 to designate that director (including, as applicable, the Noteholders); or (ii) the Person(s) originally entitled to designate or approve such director pursuant to Section Subsection 1.2 is no longer so entitled to designate or approve such director; (b) any vacancies created by the resignation, removal or death of a director elected pursuant to Section Subsections 1.2 or 1.3 1.4 shall be filled pursuant to the provisions of this Section 1; and (c) upon the request of any party entitled to designate a director as provided in Section 1.2 Subsections 1.2(a), or 1.2(b), to remove such director (including, as applicable, the Noteholders)director, such director shall be removed. All Stockholders agree to execute any written consents required to perform the obligations of this Agreement, and the Company agrees at the request of any party entitled to designate directors (including, as applicable, the Noteholders) to call a special meeting of stockholders for the purpose of electing directors.

Removal of Board Members. Each Stockholder also agrees to vote, or cause to be voted, all Shares owned shares of Common Stock held by such Stockholder, or over which such Stockholder has voting control, from time to time and at all times, in whatever manner as shall be necessary to ensure that: (ai) no director elected pursuant to Sections 1.2 or 1.3 Section 8(b) of this Agreement may be removed from office other than unless (A) such removal is a removal for cause unless effected in good faith by the requisite vote of the Company’s stockholders in accordance with applicable law, (iB) such removal is directed or approved by the affirmative vote of the Person(s) Party entitled under Section 1.2 8(b) to designate that director (including, as applicable, the Noteholders); or (iiC) the Person(s) Party originally entitled to designate or approve such director pursuant to Section 1.2 8(b) is no longer so entitled to designate or approve such director; (bii) any vacancies created by the resignation, removal or death of a director elected pursuant to Section 1.2 or 1.3 8(b) shall be filled pursuant to the provisions of this Section 18; and (ciii) upon the request of any party Party entitled to designate a director as provided in Section 1.2 8(b) to remove such director (including, as applicable, the Noteholders)director, such director shall be removed. All Stockholders agree to execute any written consents required to perform the obligations of this Agreement, and the Company agrees at the request of any party entitled to designate directors (including, as applicable, the Noteholders) to call a special meeting of stockholders for the purpose of electing directors.

Removal of Board Members. Each Stockholder also agrees to vote, or cause to be voted, all Shares owned by such Stockholder, or over which such Stockholder has voting control, from time to time and at all times, in whatever manner as shall be necessary to ensure that: (a) no director elected pursuant to Sections 1.2 Subsections 3.2 or 1.3 3.3 of this Agreement may be removed from office other than for cause unless (i) such removal is directed or approved by the affirmative vote of the Person(s) Person, or of the holders of at least a majority of the shares of stock, entitled under Section 1.2 Subsections 3.2 to designate that director (including, as applicable, the Noteholders)director; or (ii) the Person(s) originally entitled to designate or approve such director pursuant to Section 1.2 Subsections 3.2 is no longer so entitled to designate or approve such director; (b) any vacancies created by the resignation, removal or death of a director elected pursuant to Section 1.2 Subsections 3.2 or 1.3 3.3 shall be filled pursuant to the provisions of this Section 13; and (c) upon the request of any party entitled to designate a director as provided in Section 1.2 Subsection 3.2(a) or Subsection 3.2(b) to remove such director (including, as applicable, the Noteholders)director, such director shall be removed. All Stockholders agree to execute any written consents required to perform the obligations of this Agreement, and the Company agrees at the request of any party entitled to designate directors (including, as applicable, the Noteholders) to call a special meeting of stockholders for the purpose of electing directors.

Removal of Board Members. Each Stockholder Party also agrees to vote, or cause to be voted, all Shares owned by such StockholderParty, or over which such Stockholder Party has voting control, from time to time and at all times, in whatever manner as shall be necessary to ensure that: (a) no director elected pursuant to Sections 1.2 or 1.3 of this Agreement may be removed from office other than for cause unless (i) such removal is directed or approved by the affirmative vote of the Person(s) Party entitled under Section 1.2 to designate that director (including, as applicable, the Noteholders)director; or (ii) the Person(s) Party originally entitled to designate or approve such director pursuant to Section 1.2 is no longer so entitled to designate or approve such director; (b) any vacancies created by the resignation, removal or death of a director elected pursuant to Section Sections 1.2 or 1.3 shall be filled pursuant to the provisions of this Section 1; and (c) upon the request of any party Party entitled to designate a director as provided in Section 1.2 1.2(a), 1.2(b) or 1.2(d) to remove such director (including, as applicable, the Noteholders)director, such director shall be removed. All Stockholders The Parties agree to execute any written consents required to perform the obligations of this AgreementSection 1, and the Company agrees Parties agree at the request of any party Party entitled to designate directors (including, as applicable, the Noteholders) to cause AgeX to call a special meeting of stockholders for the purpose of electing directors, to the extent necessary and permitted under AgeX’s Certificate of Incorporation and Bylaws.

Removal of Board Members. Each Stockholder also agrees to vote, or cause to be voted, all Shares owned by such Stockholder, or over which such Stockholder has voting control, from time to time and at all times, in whatever manner as shall be necessary to ensure that: (a) no director elected pursuant to Sections Section 1.2 or 1.3 of this Agreement may be removed from office other than for cause unless (i) such removal is directed or approved by the affirmative vote of the Person(s) ), or of the holders of at least a majority of the shares of stock, entitled under Section 1.2 to designate that director (including, as applicable, the Noteholders)director; or (ii) the Person(s) originally entitled to designate or approve such director pursuant to Section 1.2 is no longer so entitled to designate or approve such director;. (b) any vacancies created by the resignation, removal or death of a director elected pursuant to Section 1.2 or 1.3 shall be filled pursuant to the provisions of this Section 1; and (c) upon the written request of any party entitled to designate a director as provided in Section 1.2 to remove such director (including, as applicable, the Noteholders)director, such director shall be removed. All Stockholders agree to execute any written consents required to perform the obligations of this AgreementSection 1, and the Company agrees at the request of any party Person or group entitled to designate directors (including, as applicable, the Noteholders) to call a special meeting of stockholders for the purpose of electing directors.

Removal of Board Members. Each Stockholder also agrees to vote, or cause to be voted, all Shares owned by such Stockholder, or over which such Stockholder has voting control, from time to time and at all times, in whatever manner as shall be necessary to ensure that: (a) no director elected pursuant to Sections 1.2 1.2, 1.3 or 1.3 1.5 of this Agreement may be removed from office other than for cause unless (i) such removal is directed or approved by the affirmative vote of the Person(s) ), or of the holders of at least a majority of the shares of stock, entitled under Section 1.2 to designate that director (including, as applicable, the Noteholders)director; or (ii) the Person(s) originally entitled to designate or approve such director pursuant to Section 1.2 is no longer so entitled to designate or approve such director; (b) any vacancies created by the resignation, removal or death of a director elected pursuant to Section 1.2 Sections 1.2, 1.3 or 1.3 1.5 shall be filled pursuant to the provisions of this Section 1; and (c) upon the request of any party or parties entitled to designate a director as provided in Section 1.2 to remove such director (including, as applicable, the Noteholders)director, such director shall be removed. All Stockholders agree to execute any written consents required to perform the obligations of this AgreementSection 1, and the Company agrees at the request of any party Person or group entitled to designate directors (including, as applicable, the Noteholders) to call a special meeting of stockholders for the purpose of electing directors.

Removal of Board Members. Each Stockholder also agrees to vote, or cause to be voted, all Shares owned by such Stockholder, or over which such Stockholder has voting control, from time to time and at all times, in whatever manner as shall be necessary to ensure that: (a) no director elected pursuant to Sections Subsections 1.2 or 1.3 of this Agreement may be removed from office other than for cause (as determined by the Board) unless (i) such removal is directed or approved by the affirmative vote of the Person(s) entitled under Section Subsection 1.2 to designate that director (including, as applicable, the Noteholders)director; or (ii) the Person(s) originally entitled to designate or approve such director or occupy such Board seat pursuant to Section Subsection 1.2 is no longer so entitled to designate or approve such directordirector or occupy such Board seat; (b) any vacancies created by the resignation, removal or death of a director elected pursuant to Section Subsections 1.2 or 1.3 shall be filled pursuant to the provisions of this Section 1; and (c) upon the request of any party entitled to designate a director as provided in Section 1.2 Subsection 1.2(a) or 1.2(b) to remove such director (including, as applicable, the Noteholders)director, such director shall be removed. All Stockholders agree to execute any written consents required to perform the obligations of this AgreementSection 1, and the Company agrees at the request of any party Person or group entitled to designate directors (including, as applicable, the Noteholders) to call a special meeting of stockholders for the purpose of electing directors.

Removal of Board Members. Each Stockholder also agrees to vote, or cause to be voted, all Class A Shares owned by such Stockholder, or over which such Stockholder has voting control, from time to time and at all times, in whatever manner as shall be necessary to ensure that: (a) no director elected pursuant to Sections 1.2 or 1.3 of this Agreement may be removed from office other than for cause unless (i) such removal is directed or approved by the affirmative vote of the Person(s) applicable Person entitled under Section 1.2 to designate that director (including, as applicable, the Noteholders)director; or (ii) the Person(s) applicable Person originally entitled to designate or approve such director or occupy such Board seat pursuant to Section 1.2 is no longer so entitled to designate or approve such directordirector or occupy such Board seat; (b) any vacancies created by the resignation, removal or death of a director elected pursuant to Section Sections 1.2 or 1.3 shall be filled pursuant to the provisions of this Section 1; and (c) upon the request of any party Person entitled to designate a director as provided in Section 1.2 to remove such director (including, as applicable, the Noteholders)director, such director shall be removed. All Stockholders agree to execute any written consents required to perform the obligations of this AgreementSection 1, and the Company agrees at the request of any party Person entitled to designate directors (including, as applicable, the Noteholders) a director to call a special meeting of stockholders for the purpose of electing directors.

Removal of Board Members. Each Stockholder also agrees to vote, or cause to be voted, all Shares owned by such Stockholder, or over which such Stockholder has voting control, from time to time and at all times, in whatever manner as shall be necessary to ensure that: (a) no director elected pursuant to Sections Subsections 1.2 or 1.3 of this Agreement may be removed from office other than for cause unless (i) such removal is directed or approved by the affirmative vote of the Person(s) ), or of the holders of at least a majority of the shares of stock, entitled under Section Subsection 1.2 to designate that director (including, as applicable, the Noteholders)director; or (ii) the Person(s) originally entitled to designate or approve such director pursuant to Section Subsection 1.2 is no longer so entitled to designate or approve such director; (b) any vacancies created by the resignation, removal or death of a director elected pursuant to Section Subsections 1.2 or 1.3 shall be filled pursuant to the provisions of this Section 1; and (c) upon the request of any party entitled to designate a director as provided in Section 1.2 Subsections 1.2(a), 1.2(b), or 1.2(c) to remove such director (including, as applicable, the Noteholders)director, such director shall be removed. All Stockholders agree to execute any written consents required to perform the obligations of this AgreementSection 1, and the Company agrees at the request of any party Person or group entitled to designate directors (including, as applicable, the Noteholders) to call a special meeting of stockholders for the purpose of electing directors.

Removal of Board Members. Each Stockholder also agrees to vote, or cause to be voted, all Shares owned by such Stockholder, or over which such Stockholder has voting control, from time to time and at all times, in whatever manner as shall be necessary to ensure that: (a) no director elected pursuant to Sections Section 1.2 or 1.3 of this Agreement may be removed from office other than for cause unless (i) such removal is directed or approved by the affirmative vote of the Person(s) Person, or of the holders of at least a majority of the shares of stock, entitled under Section Sections 1.2 to designate that director (including, as applicable, the Noteholders)director; or (ii) the Person(s) originally entitled to designate or approve such director pursuant to Section 1.2 is no longer so entitled to designate or approve such director; (b) any vacancies created by the resignation, removal or death of a director elected pursuant to Section Sections 1.2 or 1.3 shall be filled pursuant to the provisions of this Section 1; and (c) upon the request of any party entitled to designate a director as provided in Section 1.2 Subsection 1.2(a), 1.2(b), or 1.2(b) to remove such director (including, as applicable, the Noteholders)director, such director shall be removed. All Stockholders agree to execute any written consents required to perform the obligations of this Agreement, and the Company agrees at the request of any party entitled to designate directors (including, as applicable, the Noteholders) to call a special meeting of stockholders for the purpose of electing directors.

Removal of Board Members. Each Stockholder also agrees to vote, or cause to be voted, all Shares owned by such Stockholder, or over which such Stockholder has voting control, from time to time and at all times, in whatever manner as shall be necessary to ensure that: (a) no director elected pursuant to Sections 1.2 or 1.3 of this Agreement Section 2.2 may be removed from office other than for cause unless (i) such removal is directed or approved by the affirmative vote of the Person(s) Person, or of the holders of the shares of stock, entitled under Section 1.2 2.2 to designate that director (includingdirector, as applicable, the Noteholders); or (ii) the Person(s) Person, or holders of the shares of stock, originally entitled to designate or approve such director pursuant to Section 1.2 2.2 is no longer so entitled to designate such director or approve occupy such director;Board seat; and (b) any vacancies created by the resignation, removal or death of a director elected pursuant to Section 1.2 or 1.3 2.2 shall be filled pursuant to the provisions of this Section 12.2; and (c) upon the request of any party Person, or any holders of shares of Capital Stock, entitled to designate a director as provided in Section 1.2 2.2 to remove such director (including, as applicable, the Noteholders)director, such director shall be removed. All Stockholders agree to execute any written consents required to perform the obligations of this Agreement, and the Company agrees at the request of any party Person, or any holders of shares of Capital Stock, entitled to designate directors (including, as applicable, the Noteholders) a director to call a special meeting of stockholders for the purpose of electing directorssuch director.

Removal of Board Members. Each Stockholder Securityholder also agrees to vote, or cause to be voted, all Voting Shares owned by such StockholderSecurityholder, or over which such Stockholder Securityholder has voting controlcontrol (including by promptly executing any applicable written consent in lieu of a meeting), from time to time and at all times, in whatever manner as shall be necessary to ensure that: (a) no director elected pursuant to Sections 1.2 or 1.3 Section 6.2 of this Agreement may be removed from office other than for cause unless (i) such removal is directed or approved by the affirmative vote of the Person(s) entitled under Section 1.2 6.2 to designate that director (including, as applicable, the Noteholders); or (ii) the Person(s) originally entitled to designate or approve such director pursuant to Section 1.2 6.2 is or are no longer so entitled to designate or approve such director; (b) any vacancies created by the resignation, removal or death of a director elected pursuant to any provision of Section 1.2 or 1.3 6.2 shall be filled pursuant to the provisions corresponding provision of this Section 16.2; and (c) upon the request of any party entitled to designate a director as provided in Section 1.2 Sections 6.2(a) or 6.2(b) to remove such director (including, as applicable, the Noteholders)director, such director shall be removed. All Stockholders Securityholders agree to execute any written consents required to perform the obligations of this Agreement, and the Company Corporation agrees at the request of any party entitled to designate directors (including, as applicable, the Noteholders) to call a special meeting of stockholders for the purpose of electing directors.

Removal of Board Members. Each Stockholder also agrees to votevote all of his, her or cause to be voted, all its Shares owned by such Stockholder, or over which such Stockholder has voting control, from time to time and at all times, times in whatever manner as shall be necessary to ensure that: that (ai) no director elected pursuant to Sections 1.2 or 1.3 Section 1.1 of this Agreement may be removed from office other than for cause unless (iA) such removal is directed or approved by the affirmative vote of the Person(s) holders of the shares of stock entitled under Section 1.2 1.1 to designate that director (including, as applicable, the Noteholders); or (iiB) the Person(sperson(s) or entity(ies) originally entitled to designate or approve such director pursuant to Section 1.2 is 1.1 are no longer so entitled to designate or approve such director; ; and (bii) any vacancies created by the resignation, removal or death of a director elected pursuant to Section 1.2 or 1.3 1.1 shall be filled pursuant to the provisions of this Section 1; and (c) upon the request of any party entitled to designate a director as provided in Section 1.2 to remove such director (including, as applicable, the Noteholders), such director shall be removed1.1. All Stockholders agree to execute any written consents required to perform effectuate the obligations of this Agreement, and the Company agrees at the request of any party Party entitled to designate directors (including, as applicable, the Noteholders) to call a special meeting of stockholders for the purpose of electing directors. So long as the stockholders of the Company are entitled to cumulative voting, if less than the entire Board is to be removed, no director may be removed without cause if the votes cast against his or her removal would be sufficient to elect such director if then cumulatively voted at an election of the entire board of directors.

Removal of Board Members. Each Stockholder also agrees to vote, or cause to be voted, all Shares owned by such Stockholder, or over which such Stockholder has voting control, from time to time and at all times, in whatever manner as shall be necessary to ensure that: (a) no director elected pursuant to Sections Section 1.2 or 1.3 of this Agreement may be removed from office other than for cause unless (i) such removal is directed or approved by the affirmative vote of the Person(s) ), or of the holders of at least a majority of the shares of stock, entitled under Section 1.2 to designate that director (including, as applicable, the Noteholders)director; or (ii) the Person(s) originally entitled to designate or approve such director or occupy such Board seat pursuant to Section 1.2 is no longer so entitled to designate or approve such directordirector or occupy such Board seat; (b) any vacancies created by the resignation, removal or death of a director elected pursuant to Section 1.2 or 1.3 shall be filled pursuant to the provisions of this Section 1; and (c) upon the request of any party entitled to designate a director as provided in Section 1.2 to remove such director (including, as applicable, the Noteholders)director, such director shall be removed. All Stockholders agree to execute any written consents required to perform the obligations of this AgreementSection 1, and the Company agrees at the request of any party Person or group entitled to designate directors (including, as applicable, the Noteholders) to call a special meeting of stockholders for the purpose of electing directors.

Removal of Board Members. Each Stockholder also agrees to vote, or cause to be voted, all Shares owned by such Stockholder, or over which such Stockholder has voting control, from time to time and at all times, in whatever manner as shall be necessary to ensure that: (a) no director elected pursuant to Sections 1.2 or 1.3 of this Agreement may be removed from office other than for cause unless unless: (i) such removal is directed or approved by the affirmative vote of the Person(s) Person, or of the holders of a majority of the shares of stock (or each class of stock), entitled under Section 1.2 to designate that director (includingdirector, as applicable, the Noteholders); or (ii) the Person(s) originally entitled to designate or approve such director or occupy such Board seat pursuant to Section 1.2 1.2) is no longer so entitled to designate or approve such directordirector or occupy such Board seat; (b) any vacancies created by the resignation, removal or death of a director elected pursuant to Section Sections 1.2 or 1.3 shall be filled pursuant to the provisions of this Section 1; and (c) upon the request of any party or parties entitled to designate a director as provided in Section 1.2 1.2, to remove such director (including, as applicable, the Noteholders)director, such director shall be removed. All Stockholders agree to execute any written consents required to perform the obligations of this Agreement, and the Company agrees at the request of any party entitled to designate directors (including, as applicable, the Noteholders) to call a special meeting of stockholders for the purpose of electing directors.

Removal of Board Members. Each Stockholder also agrees to vote, or cause to be voted, all Shares owned by such Stockholder, or over which such Stockholder has voting control, from time to time and at all times, in whatever manner as shall be necessary necessary, and attend, in person or by proxy, all meetings of stockholders called for the purpose of electing directors, to ensure that: (a) no director elected pursuant to Sections Subsections 1.2 or 1.3 of this Agreement may be removed from office other than for cause unless (i) such removal is directed or approved by the affirmative vote of the Person(s) or group entitled under Section Subsections 1.2 or 1.3 to designate that director (including, as applicable, the Noteholders); or (ii) the Person(s) originally entitled to designate or approve such director pursuant to Section 1.2 Subsection 1.3 is no longer so entitled to designate or approve such director; (b) any vacancies created by the resignation, removal or death of a director elected pursuant to Section 1.2 Subsections 1.3 or 1.3 1.4 shall be filled pursuant to the provisions of this Section 1; and (c) upon the request of any party entitled to designate a director as provided in Section 1.2 Subsections 1.2(a)(i), 1.2(a)(ii), 1.2(a)(iii), 1.2(b)(i), 1.2(b)(ii) or 1.2(b)(iii) to remove such director (including, as applicable, the Noteholders)director, such director shall be removed. All Stockholders agree to execute any written consents required to perform the obligations of this Agreement, and the Company agrees at the request of any party entitled to designate directors (including, as applicable, the Noteholders) to call a special meeting of stockholders for the purpose of electing directors.

Removal of Board Members. Each Stockholder also agrees to vote, or cause to be voted, all Shares owned by such Stockholder, or over which such Stockholder has voting control, from time to time and at all times, in whatever manner as shall be necessary to ensure that: (a) no director elected pursuant to Sections Subsections 1.2 or 1.3 of this Agreement may be removed from office other than for cause unless (i) such removal is directed or approved by the affirmative vote of the Person(s) Person entitled under Section Subsection 1.2 to designate that director (including, as applicable, the Noteholders); or (ii) the Person(s) originally entitled to designate or approve such director or occupy such Board seat pursuant to Section Subsection 1.2 is no longer so entitled to designate or approve such directordirector or occupy such Board seat; (b) any vacancies created by the resignation, removal or death of a director elected pursuant to Section Subsections 1.2 or 1.3 shall be filled pursuant to the provisions of this Section 1; and (c) upon the request of any party entitled to designate a director as provided in Section 1.2 Subsection 1.2(a), Subsection 1.2(b) or Subsection 1.2(c) to remove such director (including, as applicable, the Noteholders)director, such director shall be removed. All Stockholders agree to execute any written consents required to perform the obligations of this Agreement, and the Company agrees at the request of any party entitled to designate directors (including, as applicable, the Noteholders) to call a special meeting of stockholders for the purpose of electing directors.

Removal of Board Members. Each Stockholder Key Holder also agrees to vote, or cause to be voted, all Shares owned by such StockholderKey Holder, or over which such Stockholder Key Holder has voting control, from time to time and at all times, in whatever manner as shall be necessary to ensure that: (a) no director elected pursuant to Sections Subsections 1.2 or 1.3 of this Agreement may be removed from office other than for cause unless (i) such removal is directed or approved by the affirmative vote of the Person(s) entitled under Section Subsection 1.2 to designate that director (including, as applicable, the Noteholders)director; or (ii) the Person(s) originally entitled to designate or approve such director pursuant to Section Subsection 1.2 is no longer so entitled to designate or approve such director; (b) any vacancies created by the resignation, removal or death of a director elected pursuant to Section Subsections 1.2 or 1.3 shall be filled pursuant to the provisions of this Section 1; and (c) upon the request of any party entitled to designate a director as provided in Section 1.2 Subsection 1.2(a) or 1.2(b) to remove such director (including, as applicable, the Noteholders)director, such director shall be removed. All Stockholders Key Holders agree to execute any written consents required to perform the obligations of this AgreementSection 1, and the Company agrees at the request of any party Person or group entitled to designate directors (including, as applicable, the Noteholders) to call a special meeting of stockholders for the purpose of electing directors.

Removal of Board Members. Each Stockholder also agrees to vote, or cause to be voted, all Shares owned by such Stockholder, or over which such Stockholder has voting control, from time to time and at all times, in whatever manner as shall be necessary to ensure that: (a) no director elected pursuant to Sections 1.2 or 1.3 of this Agreement may be removed from office other than for cause unless (i) such removal is directed or approved by the affirmative vote of the Person(s) Person, or of the holders of at least a majority of the shares of stock, entitled under Section 1.2 to designate that director (including, as applicable, the Noteholders); or (ii) the Person(s) originally entitled to designate or approve such director or occupy such Board seat pursuant to Section 1.2 is no longer so entitled to designate or approve such directordirector or occupy such Board seat; (b) any vacancies created by the resignation, removal or death of a director elected pursuant to Section Sections 1.2 or 1.3 shall be filled pursuant to the provisions of this Section 1; and (c) upon the request of any party entitled to designate a director as provided in Section 1.2 1.2(a) or 1.2(b) to remove such director (including, as applicable, the Noteholders)director, such director shall be removed. All Stockholders agree to execute any written consents required to perform the obligations of this Agreement, and the Company agrees at the request of any party entitled to designate directors (including, as applicable, the Noteholders) to call a special meeting of stockholders for the purpose of electing directors.

Removal of Board Members. Each Stockholder also agrees to vote, or cause to be voted, all Shares owned by such Stockholder, or over which such Stockholder has voting control, from time to time and at all times, in whatever manner as shall be necessary to ensure that: (a) no director elected pursuant to Sections Subsections 1.2 or 1.3 of this Agreement may be removed from office other than for cause unless (i) such removal is directed or approved by the affirmative vote of the Person(s) Person, or of the holders of a majority of the shares of stock, entitled under Section Subsection 1.2 to designate that director (including, as applicable, the Noteholders)director; or (ii) the Person(s) originally entitled to designate or approve such director pursuant to Section Subsection 1.2 is no longer so entitled to designate or approve such director; (b) any vacancies created by the resignation, removal or death of a director elected pursuant to Section Subsections 1.2 or 1.3 shall be filled pursuant to the provisions of this Section 1; and (c) upon the request of any party entitled to designate a director as provided in Section Subsection 1.2 or 1.3 to remove such director (including, as applicable, the Noteholders)director, such director shall be removed. All Stockholders agree to execute any written consents required to perform the obligations of this Agreement, and the Company agrees at the request of any party entitled to designate directors (including, as applicable, the Noteholders) to call a special meeting of stockholders for the purpose of electing directors.

Removal of Board Members. Each Stockholder and the Seller also agrees agree to vote, or cause to be voted, all Shares owned by such StockholderStockholder or the Seller, or over which such Stockholder or the Seller has voting control, from time to time and at all times, in whatever manner as shall be necessary to ensure that: (a) no director elected pursuant to Sections Section 1.2 or 1.3 of this Agreement may be removed from office prior to the End Date other than for cause unless (i) such removal is directed or approved by the affirmative vote of the Person(s) person, or of the holders of a majority of the shares of voting stock, entitled under Section 1.2 to designate that director (including, as applicable, the Noteholders); or (ii) the Person(sperson(s) originally entitled to designate or approve such director or occupy such Board seat pursuant to Section 1.2 is no longer so entitled to designate or approve such director;director or occupy such Board seat; and (b) any vacancies created by the resignation, removal or death of a director elected pursuant to Section Sections 1.2 or 1.3 shall be filled pursuant to the provisions of this in accordance with Section 1; and (c) upon the request of any party entitled to designate a director as provided in Section 1.2 to remove such director (including, as applicable, the Noteholders), such director shall be removed1.2. All Stockholders and the Seller agree to execute any written consents required to perform the obligations of this Agreement, and the Company Parent agrees at the request of any party person entitled to designate directors (including, as applicable, the Noteholders) to call a special meeting of stockholders for the purpose of electing directors.

Removal of Board Members. Each Stockholder also agrees to vote, or cause to be voted, all Shares owned by such Stockholder, or over which such Stockholder has voting control, from time to time and at all times, in whatever manner as shall be necessary to ensure that: (a) no director elected pursuant to Sections Section 1.2 or Section 1.3 of this Agreement may be removed from office other than for cause unless (i) such removal is directed or approved by the affirmative vote of the Person(s) entitled under Section 1.2 to designate that director (including, as applicable, the Noteholders)director; or (ii) the Person(s) originally entitled to designate or approve such director or occupy such Board seat pursuant to Section 1.2 is no longer so entitled to designate or approve such directordirector or occupy such Board seat; (b) any vacancies created by the resignation, removal or death of a director elected pursuant to Section 1.2 or Section 1.3 shall be filled pursuant to the provisions of this Section 1; and (c) upon the request of any the party or parties entitled to designate a director as provided in Section 1.2 1.2(a) or Section 1.2(b) to remove such director (including, as applicable, the Noteholders)director, such director shall be removed. All Stockholders agree to execute any written consents required to perform the obligations of this Agreement, and the Company agrees at the request of any party entitled to designate directors (including, as applicable, the Noteholders) to call a special meeting of stockholders for the purpose of electing directors.

Removal of Board Members. Each Stockholder also agrees to vote, or cause to be voted, all Shares owned by such Stockholder, or over which such Stockholder has voting control, from time to time and at all times, in whatever manner as shall be necessary to ensure that: (a) no director elected pursuant to Sections 1.2 or 1.3 Section ‎6.2 of this Agreement may be removed from office other than for cause unless (i) such removal is directed or approved by the affirmative vote of the Person(s) ), or of the holders of at least a majority of the shares of stock, entitled under Section 1.2 ‎6.2 to designate that director (including, as applicable, the Noteholders)director; or (ii) the Person(s) originally entitled to designate or approve such director pursuant to Section 1.2 ‎6.2 is no longer so entitled to designate or approve such director; (b) any vacancies created by the resignation, removal or death of a director elected pursuant to Section 1.2 or 1.3 ‎6.2 shall be filled pursuant to the provisions of this Section 1‎6; and (c) upon the request of any party entitled to designate a director as provided in Section 1.2 ‎6.2 to remove such director (including, as applicable, the Noteholders)director, such director shall be removed. All Stockholders agree to execute any written consents required to perform the obligations of this AgreementSection ‎6, and the Company agrees at the request of any party Person or group entitled to designate directors (including, as applicable, the Noteholders) to call a special meeting of stockholders for the purpose of electing directors.

Removal of Board Members. Each Stockholder also agrees to vote, or cause to be voted, all Shares owned by such Stockholder, or over which such Stockholder has voting control, from time to time and at all times, in whatever manner as shall be necessary to ensure that: (a) no director elected pursuant to Sections Subsections 1.3 or 1.2 or 1.3 of this Agreement may be removed from office other than for cause unless (i) such removal is directed or approved by the affirmative vote of the Person(s) Person, or of the holders of at least a majority of the shares of stock, entitled under Section Subsection 1.2 to designate that director (including, as applicable, the Noteholders)director; or (ii) the Person(s) originally entitled to designate or approve such director pursuant to Section Subsection 1.2 is no longer so entitled to designate or approve such director; (b) any vacancies created by the resignation, removal or death of a director elected pursuant to Section Subsections 1.3 or 1.2 or 1.3 shall be filled pursuant to the provisions of this Section 1; and (c) upon the request of any party entitled to designate a director as provided in Section 1.2 Subsection 1.2(a) or 1.2(b) to remove such director (including, as applicable, the Noteholders)director, such director shall be removed. All Stockholders agree to execute any written consents required to perform the obligations of this Agreement, and the Company agrees at the request of any party entitled to designate directors (including, as applicable, the Noteholders) to call a special meeting of stockholders for the purpose of electing directors.

Removal of Board Members. Each Stockholder also agrees to vote, or cause to be voted, all Shares owned by such Stockholder, or over which such Stockholder has voting control, from time to time and at all times, in whatever manner as shall be necessary to ensure that: (a) no director elected pursuant to Sections 1.2 1.3 or 1.3 1.4 of this Agreement may be removed from office other than for cause unless (i) such removal is directed or approved by the affirmative vote of the Person(s) ), or of the holders of a majority of the shares of stock, entitled under Section 1.2 1.3 to designate that director (including, as applicable, or for the Noteholdersavoidance of doubt with respect to the Mutual Director upon the unanimous vote of all other Directors then in office); or (ii) the Person(s) originally entitled to designate or approve such director or occupy such Board seat pursuant to Section 1.2 1.3 is no longer so entitled to designate or approve such directordirector or occupy such Board seat; (b) any vacancies created by the resignation, removal or death of a director elected pursuant to Section 1.2 Sections 1.23 or 1.3 1.4 shall be filled pursuant to the provisions of this Section 1; and (c) upon the request of any party entitled to designate a director as provided in Section 1.2 1.23 to remove such director (including, as applicable, the Noteholders)director, such director shall be removed. All Stockholders agree to execute any written consents required to perform the obligations of this AgreementSection 1, and the Company agrees at the request of any party Person or group entitled to designate directors (including, as applicable, the Noteholders) to call a special meeting of stockholders Stockholders for the purpose of electing directors.

Removal of Board Members. Each Stockholder Shareholder also agrees to vote, or cause to be voted, all Shares owned by such StockholderShareholder, or over which such Stockholder Shareholder has voting control, from time to time and at all times, in whatever manner as shall be necessary necessary, to ensure that: (a) no director elected pursuant to Sections Section 1.2 or 1.3 of this Agreement may be removed from office other than for cause unless (i) such removal is directed or approved by the affirmative vote of the Person(s) entitled under Section 1.2 to designate that director (including, as applicable, the Noteholders)such director; or (ii) the Person(s) originally entitled to designate or approve such director or occupy such Board seat pursuant to Section 1.2 is no longer so entitled to designate or approve such directordirector or occupy such Board seat, including as a result of the limitations in Section 6; (b) any vacancies created by the resignation, removal removal, or death of a director elected pursuant to Section 1.2 or 1.3 shall be filled pursuant to the provisions of this Section 1; and (c) upon the request of any party entitled to designate a director as provided in Section 1.2 to remove such director (including, as applicable, the Noteholders)director, such director shall be removed. All Stockholders Shareholders agree to execute any written consents required to perform the obligations of this Agreement, and the Company agrees at the request of any party Person or group entitled to designate directors (including, as applicable, the Noteholders) to call a special meeting of stockholders shareholders for the purpose of electing directors.

Removal of Board Members. Each Stockholder also agrees to vote, or cause to be voted, all Shares owned by such Stockholder, or over which such Stockholder has voting control, from time to time and at all times, in whatever manner as shall be necessary to ensure that: (a) no director elected pursuant to Sections Subsections 1.2 or 1.3 of this Agreement may be removed from office other than for cause unless (i) such removal is directed or approved by the affirmative vote of the Person(s) entitled under Section 1.2 Subsection 1.3 to designate that director (including, as applicable, the Noteholders)director; or (ii) the Person(s) originally entitled to designate or approve such director pursuant to Section 1.2 Subsection 1.3 is no longer so entitled to designate or approve such director; (b) any vacancies created by the resignation, removal or death of a director elected pursuant to Section Subsections 1.2 or 1.3 shall be filled pursuant to the provisions of this Section 1; and (c) upon the request of any party entitled to designate or consent to the appointment of a director as provided in Section 1.2 Subsection 1.2(a), 1.2(b) or 1.2(c) to remove such director (including, as applicable, the Noteholders)director, such director shall be removed. All Stockholders agree to execute any written consents required to perform the obligations of this Agreement, and the Company agrees at the request of any party Person or member of a group entitled to designate directors (including, as applicable, the Noteholders) to call a special meeting of stockholders for the purpose of electing directors.

Removal of Board Members. Each Stockholder also agrees to vote, or cause to be voted, all Shares owned by such Stockholder, or over which such Stockholder has voting control, from time to time and at all times, in whatever manner as shall be necessary to ensure that: (a) no director elected pursuant to Sections 1.2 or 1.3 Section 2.2 of this Agreement may be removed from office other than for cause unless (i) such removal is directed or approved by the affirmative vote of the Person(s) ), or of the holders of at least the requisite number of the shares of stock, entitled under Section 1.2 2.2 to designate that director (including, as applicable, the Noteholders)director; or (ii) the Person(s) Persons originally entitled to designate or approve such director pursuant to Section 1.2 is 2.2 are no longer so entitled to designate or approve such director; (b) any vacancies created by the resignation, removal or death of a director elected pursuant to Section 1.2 or 1.3 2.2 shall be filled pursuant to the provisions of this Section 12; and (c) upon the request of any party entitled to designate a director as provided in Section 1.2 2.2 to remove such director (including, as applicable, the Noteholders)director, such director shall be removed. All Stockholders agree to execute any written consents required to perform the obligations of this AgreementSection 2, and the Company agrees at the request of any party Person or group entitled to designate directors (including, as applicable, the Noteholders) to call a special meeting of stockholders for the purpose of electing directors.

Removal of Board Members. Each Stockholder also agrees to vote, or cause to be voted, all Shares owned by such Stockholder, or over which such Stockholder has voting control, from time to time and at all times, in whatever manner as shall be necessary to ensure that: (a) no director elected pursuant to Sections Section 1.2 or 1.3 of this Agreement may be removed from office other than for cause unless (i) such removal is directed or approved by the affirmative vote of the Person(s) Person, or of the holders of a majority of the shares of stock, entitled under Section 1.2 to designate that director (including, as applicable, the Noteholders)director; or (ii) the Person(s) Person originally entitled to designate or approve such director pursuant to Section 1.2 is no longer so entitled to designate or approve such director; (b) any vacancies created by the resignation, removal or death of a director elected pursuant to Section 1.2 or 1.3 shall be filled pursuant to the provisions of this Section 1; and (c) upon the request of any party entitled to designate a director as provided in Section 1.2 1.2(b) or Section 1.2(c) to remove such director (including, as applicable, the Noteholders)director, such director shall be removed. All Stockholders agree to execute any written consents required to perform the obligations of this Agreement, and the Company agrees at the request of any party entitled to designate directors (including, as applicable, the Noteholders) to call a special meeting of stockholders for the purpose of electing directors.

Removal of Board Members. Each Stockholder also agrees to vote, or cause to be voted, all Shares owned by such Stockholder, or over which such Stockholder has voting controlcontrol or the right to direct voting, from time to time and at all times, in whatever manner as shall be necessary to ensure that: (a) no director elected pursuant to Sections Subsections 1.2 or 1.3 of this Agreement may be removed from office other than for cause unless (i) such removal is directed or approved by the affirmative vote of the Person(s) Person entitled under Section Subsection 1.2 to designate that director (includingdirector, as applicable, the Noteholders); or (ii) the Person(s) originally entitled to designate or approve such director or occupy such Board seat pursuant to Section Subsection 1.2 is no longer so entitled to designate or approve such directordirector or occupy such Board seat; (b) any vacancies created by the resignation, removal or death of a director elected pursuant to Section Subsections 1.2 or 1.3 shall be filled pursuant to the provisions of this Section 1; and (c) upon the request of any party entitled to designate a director as provided in Section 1.2 Subsections 1.2(a) through (e) to remove such director (including, as applicable, the Noteholders)director, such director shall be removed. All Stockholders agree to execute any written consents required to perform the obligations of this Agreement, and the Company agrees at the request of any party entitled to designate directors (including, as applicable, the Noteholders) to call a special meeting of stockholders for the purpose of electing directors.