Common use of Removal of Board Members Clause in Contracts

Removal of Board Members. Subject to the provisions of Section 5.10, each Shareholder also agrees to vote, or cause to be voted, all Shares owned by such Shareholder, or over which such 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 1.4 of this Agreement may be removed from office except as provided in Sections 1.5(c) and (d) below, unless 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 director or occupy such Board seat; (b) any vacancies created by the resignation, removal or death of a director elected pursuant to Sections 1.2 or 1.4 shall be filled pursuant to the provisions of this Section 1; (c) upon the request of the holders of Shares in an amount which would be entitled to designate a director as provided in Section 1.2 to remove such director, such director shall be removed; and (d) if a second individual has been designated as a director pursuant to Section 1.2(d) and, subsequently, the holders of a majority of the Series A Preferred Stock elect to designate a second Series A Preferred Director, then such second individual designated as a director pursuant to Section 1.2(d) shall be removed as a director and the individual designated as the second Series A Preferred Director shall fill the vacancy on the Board created by such removal. All 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 to call a special meeting of Shareholders for the purpose of electing directors.

Removal of Board Members. Subject to the provisions of Section 5.10, each Shareholder Each Stockholder also agrees to vote, or cause to be voted, all Voting Shares owned by such ShareholderStockholder, or over which such Shareholder Stockholder has voting control, from time to time and at all times, in whatever manner manner, as shall be necessary to ensure that: (a) no director elected pursuant to Sections Subsection 1.2 or 1.4 of this Agreement may be removed from office except as provided in Sections 1.5(cunless (i) and such removal is directed or approved by the affirmative vote of the Person, or of the holders of at least a majority of the shares of stock, entitled under Subsection 1.2 to designate that director or (dii) below, unless 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 director or occupy such Board seatdirector; (b) any vacancies created by the resignation, removal or death of a director elected pursuant to Sections Subsection 1.2 or 1.4 shall be filled pursuant to the provisions of this Section 1;1.2; and (c) upon the request of the holders of Shares in an amount which would be any party entitled to designate a director as provided in Section Subsection 1.2 to remove such director, such director shall be removed; and (d) if a second individual has been designated as a director pursuant to Section 1.2(d) and, subsequently, the holders of a majority of the Series A Preferred Stock elect to designate a second Series A Preferred Director, then such second individual designated as a director pursuant to Section 1.2(d) shall be removed as a director and the individual designated as the second Series A Preferred Director shall fill the vacancy on the Board created by such removal. All Shareholders Stockholders agree to execute any written consents required take all necessary actions within their control to perform the obligations of this Agreement, including without limitation calling meetings, attending meetings, executing a proxy to vote at any meeting and executing written consents, and the Company agrees at the request of any party entitled to designate directors to call a special meeting of Shareholders stockholders for the purpose of electing directors. In the event that 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.

Removal of Board Members. Subject to the provisions of Section 5.10, each Shareholder Each Stockholder also agrees to vote, or cause to be voted, all Shares owned owned, beneficially or of record, by such ShareholderStockholder (or its Affiliates or permitted assigns or transferees), or over which such Shareholder Stockholder (or its Affiliates or permitted assigns or transferees) has voting control, from time to time and at all times, in whatever manner as shall be necessary to ensure that: (a) no No director elected pursuant to Sections Section 1.2 or 1.4 of this Agreement Section 1.3 may be removed from office except as provided in Sections 1.5(cunless (i) and such removal is directed or approved by the affirmative vote of the Person(s), entitled under Section 1.2 to designate such director or (dii) below, unless 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 director or occupy such Board seat;seat pursuant to Section 1.2; and (b) Any vote taken to fill any vacancies vacancy created by the resignation, removal or death of a director elected pursuant to Sections 1.2 or 1.4 Section 1.2(a) shall also be filled pursuant subject to the provisions of this Section 1; 1.2(a). Any director who is elected to the Board pursuant to the terms of Section 1.2 or Section 1.3 may be removed from the Board with or without cause (ci) only upon the request or affirmative vote of the holders of Shares in an amount which would be Person(s) entitled under Section 1.2 to designate such director or (ii) if the Person(s) originally entitled to designate a director as provided in Section 1.2 to remove such director, or approve such director shall be removed; and (d) if a second individual has been designated as a director or occupy such Board seat pursuant to Section 1.2(d) and, subsequently, the holders of a majority of the Series A Preferred Stock elect 1.2 is no longer so entitled to designate a second Series A Preferred Director, then or approve such second individual designated as a director or occupy such Board seat pursuant to Section 1.2(d) shall be removed 1.2, then pursuant to the requirements of the Company’s Third Amended and Restated Certificate of Incorporation and its Amended and Restated Bylaws, in each case as a director and the individual designated as the second Series A Preferred Director shall fill the vacancy on the Board created by such removal. All Shareholders agree amended from time 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 to call a special meeting of Shareholders for the purpose of electing directorstime.

Removal of Board Members. Subject to the provisions of Section 5.10, each Shareholder Each Key Holder also agrees to vote, or cause to be voted, all Shares owned by such ShareholderKey Holder, or over which such Shareholder 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 1.2 or 1.4 1.3 of this Agreement may be removed from office except as provided in Sections 1.5(cunless (i) and such removal is directed or approved by the Person entitled under Section 1.2 to designate that director or (dii) below, unless the Person(s) 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 director or occupy such Board seat; (b) upon the request of any party entitled to designate a director as provided in Section 1.2(a) or 1.2(b) to remove such director, such director shall be removed; and (c) any vacancies created by the resignation, removal or death of a director elected pursuant to Sections 1.2 or 1.4 Section 1.2(a) shall be filled pursuant to by a Person designated by the provisions of this Section 1; (c) upon the request remaining JMG Director, provided that if there is no remaining JMG Director then such vacancies shall be filled by a Person elected by majority vote of the holders remaining directors of Shares in an amount which would be entitled to designate a director as provided in Section 1.2 to remove such director, such director shall be removedthe Company; and (d) if a second individual has been designated as any vacancies created by the resignation, removal or death of a director elected pursuant to Section 1.2(d) and, subsequently, the holders of a majority of the Series A Preferred Stock elect to designate a second Series A Preferred Director, then such second individual designated as a director pursuant to Section 1.2(d1.2(b) shall be removed as filled by a director and Person designated by the individual designated as remaining Ad-Vantage Director, provided that if there is no remaining Ad-Vantage Director then such vacancies shall be filled by a Person elected by majority vote of the second Series A Preferred Director shall fill remaining directors of the vacancy on the Board created by such removalCompany. All Shareholders Key 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 to call a special meeting of Shareholders 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.

Removal of Board Members. Subject to the provisions of Section 5.10, each Shareholder Each Stockholder also agrees to vote, or cause to be voted, all Shares owned held by such ShareholderStockholder, or over which such Shareholder Stockholder has voting power or 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 1.4 of this Agreement may be removed from office except as provided in Sections 1.5(cother than for cause unless (i) and such removal is directed or approved by the affirmative vote of the Stockholders for whom that director is a designee or (dii) below, unless the Person(s) originally entitled to designate or approve such director or occupy such Board seat pursuant to Section 1.2 Stockholder is no longer so entitled to designate or approve such director or occupy such Board seatdirector; (b) any vacancies created by the resignation, removal or death of a director elected pursuant to Sections Section 1.2 or 1.4 shall be filled pursuant to the provisions of this Section 1; (c) upon the request of the holders of Shares in an amount which would be entitled a Stockholder to designate remove a director as provided in designated by it pursuant to Section 1.2 (or to remove such directorappoint a new director pursuant to Section 1.2), such incumbent director shall be removed; and (d) if a second individual has been designated as a director pursuant to Section 1.2(d) and, subsequently, on any date the holders of a majority size of the Series A Preferred Stock elect to designate a second Series A Preferred DirectorBoard exceeds the size specified in Section 1.1 for such date, then such second individual designated as a any director pursuant to Section 1.2(dor directors selected by Greenwood for removal (other than the Xxxxxxx Designee) shall be removed as a director and so that the individual designated as number of directors in office (including the second Series A Preferred Director any designee elected pursuant hereto) shall fill equal the vacancy on the Board created by such removalnumber of directors specified in Section 1.1. All Shareholders Stockholders agree to execute any written consents required to perform the obligations of this Agreement, and the Company agrees agrees, at the request of any party entitled to designate directors a director, to call a an annual or special meeting of Shareholders stockholders for the purpose of electing or removing directors.

Removal of Board Members. Subject to the provisions of Section 5.10, each Shareholder Each Stockholder also agrees to vote, or cause to be voted, all Shares owned by such ShareholderStockholder, or over which such Shareholder 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 1.4 1.3 of this Agreement may be removed from office except as provided in Sections 1.5(cunless (i) and such removal is directed or approved by the affirmative vote of the Person, or of the holders of at least majority of the shares of stock, entitled under Section 1.2 to designate that director or (dii) below, unless 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 director or occupy such Board seat; (b) any vacancies created by the resignation, removal or death of a director elected pursuant to Sections 1.2 or 1.4 1.3 shall be filled pursuant to the provisions of this Section 1;; and (c) upon the request of the holders of Shares in an amount which would be any party entitled to designate a director as provided in Section 1.2 to remove such director, such director shall be removed; and (d) if a second individual has been designated as a director pursuant to Section 1.2(d) and, subsequently, the holders of a majority of the Series A Preferred Stock elect to designate a second Series A Preferred Director, then such second individual designated as a director pursuant to Section 1.2(d) shall be removed as a director and the individual designated as the second Series A Preferred Director shall fill the vacancy on the Board created by such removal. All Shareholders 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 to call a special meeting of Shareholders 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.

Removal of Board Members. Subject to Each Key Holder also agrees, during the provisions term of Section 5.10this Agreement, that any director of the Parent Board may be removed from the Parent Board in the manner permitted by law and the Parent’s governing documents. If the holders of two-thirds (2/3) of the Shares then held by a Stockholder Group request the removal of a director designated by such Stockholder Group, each Shareholder also agrees Key Holder shall vote or act by written consent with respect to vote, (or cause to be votedvoted or acted upon by written consent), (i) all Shares owned for which the Key Holder is the record holder or beneficial owner at the time of such vote or action by written consent and (ii) all Shares as to which the Key Holder at the time of such Shareholder, vote or over which such Shareholder action by written consent has voting control, in each case in favor of such removal. Except as set forth in the preceding sentence, each Key Holder will not, as a stockholder, vote or consent to the removal of any director who is a member of a Stockholder Group of which such Key Holder is not a member. If a director is removed or resigns from time to time and at all timesoffice, in whatever manner as shall be necessary to ensure that: (a) no director elected pursuant to Sections 1.2 or 1.4 of this Agreement may be removed from office except as provided in Sections 1.5(c) and (d) below, unless 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 director or occupy such Board seat; (b) any vacancies created remaining directors nominated by the resignation, removal or death of a Stockholder Group that nominated such vacating director elected pursuant to Sections 1.2 or 1.4 shall be filled pursuant to the provisions of this Section 1; (c) upon the request of the holders of Shares in an amount which would be entitled to designate a director as provided in Section 1.2 to remove such director, such director shall be removed; and (d) if a second individual has been designated as a director pursuant to Section 1.2(d) and, subsequently, the holders of a majority of the Series A Preferred Stock elect to designate a second Series A Preferred Director, then such second individual designated as a director pursuant to Section 1.2(d) shall be removed as a director and the individual designated as the second Series A Preferred Director shall fill the vacancy on the Board created by such removalsuccessor. All Shareholders agree Key Holders agree, during the term of this Agreement, to execute any written consents required to perform effectuate the obligations of this Agreement, and the Company Parent and all Key Holders agrees at the request of any party Party entitled to designate directors to call or participate in the call of, a special meeting of Shareholders stockholders for the purpose of electing directors.

Removal of Board Members. Subject to the provisions of Section 5.10, each Shareholder Each Stockholder also agrees to vote, or cause to be voted, all Shares owned by such ShareholderStockholder, or over which such Shareholder 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 1.4 1.3 of this Agreement may be removed from office except as provided in Sections 1.5(cunless (i) with respect to the director elected pursuant to Section 1.2(a)(i) of this Agreement, such removal is directed or approved by ATV; (ii) with respect to the director elected pursuant to Section 1.2(a)(ii) of this Agreement, such removal is directed or approved by Xxxxxx; (iii) with respect to the director elected pursuant to Section 1.2(b) of this Agreement, such removal is directed or approved by CCM; (iv) with respect to the director elected pursuant to Section 1.2(c)(i) of this Agreement, such removal is directed or approved by Blackstone; (v) with respect to the director elected pursuant to Section 1.2(c)(ii) of this Agreement, such removal is directed or approved by Total, (vi) with respect to the directors elected pursuant to Section 1.2(d)(i) and (dii) belowof this Agreement, unless such removal is directed or approved by a majority of the Person(sShares held by the Common Stockholders; and (vii) originally entitled to designate or approve such director or occupy such Board seat in the case of the two (2) directors elected pursuant to Section 1.2 1.2(d)(iii) of this Agreement, such removal is no longer so entitled also acceptable to designate or approve such director or occupy such Board seat;and approved by two-thirds (2/3) of the Preferred Directors; and (b) any vacancies created by the resignation, removal or death of a director elected pursuant to Sections 1.2 or 1.4 1.3 shall be filled pursuant to the provisions of this Section 1; . Each Stockholder agrees to take all other necessary or desirable actions within such Stockholder’s control (c) upon the request whether in such Stockholder’s capacity as a stockholder, director, member of a board committee or officer of the holders Company or otherwise, and including, without limitation, attendance at meetings in person or by proxy for purposes of Shares in an amount which would be entitled to designate obtaining a director as provided in Section 1.2 to remove such director, such director shall be removed; and (d) if a second individual has been designated as a director pursuant to Section 1.2(d) and, subsequently, the holders quorum and execution of a majority of the Series A Preferred Stock elect to designate a second Series A Preferred Director, then such second individual designated as a director pursuant to Section 1.2(d) shall be removed as a director and the individual designated as the second Series A Preferred Director shall fill the vacancy on the Board created by such removal. All Shareholders agree to execute any written consents required in lieu of meetings) in order to perform effectuate the obligations provisions of this Agreement, and the Section 1. The Company agrees at to take all other necessary or desirable actions within the request of any party entitled to designate directors to call Company’s control (including, without limitation, calling a special meeting of Shareholders stockholders for the purpose of electing directors) in order to effectuate the provisions of this Section 1.

Removal of Board Members. Subject to the provisions of Section 5.10, each Shareholder Each Stockholder also agrees to vote, or cause to be voted, all Shares owned held by such ShareholderStockholder, or over which such Shareholder Stockholder has voting power or 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 1.4 of this Agreement may be removed from office except as provided in Sections 1.5(cother than for cause unless (i) and such removal is directed or approved by the affirmative vote of the Stockholders for whom that director is a designee or (dii) below, unless the Person(s) originally entitled to designate or approve such director or occupy such Board seat pursuant to Section 1.2 Stockholder is no longer so entitled to designate or approve such director or occupy such Board seatdirector; (b) any vacancies created by the resignation, removal or death of a director elected pursuant to Sections Section 1.2 or 1.4 shall be filled pursuant to the provisions of this Section 1; (c) upon the request of the holders of Shares in an amount which would be entitled a Stockholder to designate remove a director as provided in designated by it pursuant to Section 1.2 (or to remove such directorappoint a new director pursuant to Section 1.2), such incumbent director shall be removed; and (d) if a second individual has been designated as a director pursuant to Section 1.2(d) and, subsequently, on any date the holders of a majority size of the Series A Preferred Stock elect to designate a second Series A Preferred DirectorBoard exceeds the size specified in Section 1.1 for such date, then such second individual designated as a any director pursuant to Section 1.2(dor directors selected by Greenwood for removal (other than the Xxxxxxx Designee) shall be removed as a director and so that the individual designated as number of directors in office (including the second Series A Preferred Director any designee elected pursuant hereto) shall fill equal the vacancy on the Board created by such removalnumber of directors specified in Section 1. 1. All Shareholders Stockholders agree to execute any written consents required to perform the obligations of this Agreement, and the Company agrees agrees, at the request of any party entitled to designate directors a director, to call a an annual or special meeting of Shareholders stockholders for the purpose of electing or removing directors.

Removal of Board Members. Subject to the provisions of Section 5.10, each Shareholder Each Stockholder also agrees to vote, or cause to be voted, all Shares owned by such ShareholderStockholder, or over which such Shareholder 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 1.4 1.3 of this Agreement may be removed from office except as provided in Sections 1.5(cother than for cause unless (i) and such removal is directed or approved by the affirmative vote of the Person(s) entitled under Subsection 1.2 to designate that director; or (dii) below, unless 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 director or occupy such Board seat; (b) any vacancies created by the resignation, removal or death of a director elected pursuant to Sections Subsections 1.2 or 1.4 1.3 shall be filled pursuant to the provisions of this Section 1;Section1; and (c) upon the request of the holders of Shares in an amount which would be any party entitled to designate a director as provided in Section Subsection 1.2 to remove such director, such director shall be removed; and (d) if a second individual has been designated as a director pursuant to Section 1.2(d) and, subsequently, the holders of a majority of the Series A Preferred Stock elect to designate a second Series A Preferred Director, then such second individual designated as a director pursuant to Section 1.2(d) shall be removed as a director and the individual designated as the second Series A Preferred Director shall fill the vacancy on the Board created by such removal. All Shareholders 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 to call a special meeting of Shareholders 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.

Removal of Board Members. Subject to the provisions of Section 5.10, each Shareholder 1012 Each Stockhareholder also agrees to vote, or cause to be voted, all Shares owned by such ShareholderStockhareholder, or over which such Shareholder Stockhareholder 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 1.4 of this Agreement may be removed from office except as provided in Sections 1.5(c[other than for cause] unless (i) and such removal is directed or approved by the affirmative vote of the Person(s), or of the holders of at least [specify percentage] of the shares of stockShares, entitled under Section 1.2 to designate that director;1113 or (dii) below, unless the Person(s) originally entitled to designate or approve such director [or occupy such Board seat seat] pursuant to Section 1.2 is no longer so entitled to designate or approve such director [or occupy such Board seat]; (b) any vacancies created by the resignation, removal or death of a director elected pursuant to Sections Section 1.2 or 1.4 shall be filled pursuant to the provisions of this Section 1;1;1214 and (c) upon the request of the holders of Shares in an amount which would be any party entitled to designate a director as provided in Section 1.2 to remove such director, such director shall be removed; and (d) removed15.13 1012 Note the importance of following the formalities for resignations and removals of directors to ensure the valid composition of the board of directorsBoard. For example, if a second individual has been designated director who wishes to resign simply ceases to act as a director pursuant but does not tender his resignation to Section 1.2(d) the Company or is not properly removed from the board of directorsBoard, he or she will continue to be a director. Accordingly, written consents that do not include his or her signature will likely not be considered unanimous and, subsequentlytherefore, be ineffective. Moreover, if the director does not properly resign, a vacancy may not exist that the remaining directors are able to fill. 1113 Alternatively, the agreement can enumerate the identity of each group whose consent is necessary to remove each director, but care should be given to ensure that the consent requirements conform to the exact subsets entitled to designate directors, e.g., “the holders of a majority of the Series A Preferred Stock elect Shares held by the Key Holders who are then providing services to designate a second Series A Preferred Directorthe Company as officers, then such second individual designated as a employees or consultants.” 1214 For flexibility reasons it may be useful to permit the Board to fill the vacancy in addition to the right of the stockholdersShareholders to do so. If so, the drafter should provide that the person to fill the vacancy must be approved by the Person who has the right to nominate that director pursuant to this Voting Agreement, and should take care that the provision is in accord with the CertificateArticles of Incorporation, the bylaws and the applicable corporations codestatute. See Section 1.2(d) shall 223111 of the DGCLCBCA or Section 305124 of the DGCLOBCA. 13 Note that a director who is designated by agreement of multiple parties can be removed as a director and only by the individual designated as the second Series A Preferred Director shall fill the vacancy on the Board created by such removalconsent of each of those parties, unless this form has been revised to provide otherwise. All Shareholders Stockhareholders agree to execute any written consents consentsresolutions 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 to call a special meeting of Shareholders stockhareholders for the purpose of electing directors. [So long as the stockhareholders 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.]

Removal of Board Members. Subject to the provisions of Section 5.10, each Shareholder Each Stockholder also agrees to vote, or cause to be voted, (with the Series D-1 Preferred Stock and Series E-1 Preferred Stock subject, in each case, to the Regulatory Voting Restriction) all Shares owned by such ShareholderStockholder, or over which such Shareholder 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 1.4 Section 1 of this Agreement may be removed from office except as provided in Sections 1.5(cunless (i) and such removal is directed or approved by the affirmative vote of the Person(s) entitled under Subsection 1.2 to designate that director or (dii) below, unless 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 director or occupy such Board seat; (b) any vacancies created by the resignation, removal or death of a director elected pursuant to Sections 1.2 or 1.4 this Section 1 shall be filled pursuant to the provisions of this Section 1;; and (c) upon the request of the holders of Shares in an amount which would be any party entitled to designate a director as provided in Section Subsection 1.2 to remove such director, such director shall be removed; and (d) if a second individual has been designated as a director pursuant to Section 1.2(d) and, subsequently, the holders of a majority of the Series A Preferred Stock elect to designate a second Series A Preferred Director, then such second individual designated as a director pursuant to Section 1.2(d) shall be removed as a director and the individual designated as the second Series A Preferred Director shall fill the vacancy on the Board created by such removal. All Shareholders 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 to call a special meeting of Shareholders stockholders for the purpose of electing directors.

Removal of Board Members. Subject to the provisions of Section 5.10, each Shareholder Each Stockholder also agrees to vote, or cause to be voted, all Shares owned by such ShareholderStockholder, or over which such Shareholder Stockholder has voting control, from time to time and at all times, in whatever manner as shall be necessary to ensure that: (a) no a director elected or serving pursuant to Sections 1.2 Section 2.2, or 1.4 of this Agreement may reelected pursuant to Section 2.3, shall be promptly removed from office except as provided in Sections 1.5(cupon the occurrence of any of the following: (i) and (d) below, unless the Person(s) originally written request of any Designating Stockholder who would be entitled to designate or approve a replacement for such director pursuant to Section 2.2 to remove such director; (ii) if such director is no longer entitled or eligible to occupy such Board seat pursuant to the applicable designation conditions of Section 1.2 is no longer so entitled 2.2; or (iii) the written request of Stockholders holding at least sixty-six and two-thirds percent (66-2/3%) of the Outstanding Shares to designate or approve remove such director or occupy such Board seat;from office for Cause; and (b) any vacancies created by the resignationno director elected or serving pursuant to Section 2.2, or reelected pursuant to Section 2.3, may be removed from office unless such removal or death of is made in accordance with Section 2.4(a). If a director elected or serving pursuant to Sections 1.2 Section 2.2, or 1.4 reelected pursuant to Section 2.3, is removed from office pursuant to Section 2.4(a)(ii) or there exists a vacancy on the Board that is caused by the absence of any designation from a Designating Stockholder and, in either case, such Designating Stockholder is no longer entitled to designate such seat pursuant to the applicable designation conditions of Section 2.2, such vacancy on the Board shall be filled in accordance with the terms of the Governing Documents. The termination or reduction of any Designating Stockholder’s right to designate a director as specified in this Section 2.2 shall not affect any other designation rights of such Designating Stockholder or the designation rights of any other Designating Stockholder. For the avoidance of doubt, if a director elected or serving pursuant to Section 2.2, or reelected pursuant to Section 2.3, is removed from office pursuant to Section 2.4(a)(i) or Section 2.4(a)(iii), such vacancy on the provisions of this Section 1; (c) upon Board shall be filled by the request of the holders of Shares in an amount which Designating Stockholder who would be entitled to designate a director as provided in Section 1.2 to remove replacement for such director, such director shall be removed; and (d) if a second individual has been designated as a removed director pursuant to Section 1.2(d) and, subsequently, the holders of a majority of the Series A Preferred Stock elect to designate a second Series A Preferred Director, then such second individual designated as a director pursuant to Section 1.2(d) shall be removed as a director and the individual designated as the second Series A Preferred Director shall fill the vacancy on the Board created by such removal. All 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 to call a special meeting of Shareholders for the purpose of electing directors2.2.

Removal of Board Members. Subject to the provisions of Section 5.10, each Shareholder Each Stockholder also agrees to vote, or cause to be voted, all Shares owned by such ShareholderStockholder, or over which such Shareholder 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 1.4 1.3 of this Agreement may be removed from office except as provided in Sections 1.5(cother than for cause unless (i) and such removal is directed or approved by the affirmative vote of the Person(s) entitled under Subsection 1.2 to designate that director; or (dii) below, unless 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 director or occupy such Board seat; (b) any vacancies created by the resignation, removal or death of a director elected pursuant to Sections Subsections 1.2 or 1.4 1.3 shall be filled pursuant to the provisions of this Section 1;; and (c) upon the request of the holders of Shares in an amount which would be any party entitled to designate a director as provided in Section Subsection 1.2 to remove such director, such director shall be removed; and (d) if a second individual has been designated as a director pursuant to Section 1.2(d) and, subsequently, the holders of a majority of the Series A Preferred Stock elect to designate a second Series A Preferred Director, then such second individual designated as a director pursuant to Section 1.2(d) shall be removed as a director and the individual designated as the second Series A Preferred Director shall fill the vacancy on the Board created by such removal. All Shareholders 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 to call a special meeting of Shareholders 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.

Removal of Board Members. Subject to the provisions of Section 5.10, each Shareholder Each Stockholder also agrees to vote, or cause to be voted, all Shares owned by such ShareholderStockholder, or over which such Shareholder 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 1.4 1.3 of this Agreement may be removed from office except as provided in Sections 1.5(cunless (i) and such removal is directed or approved by the affirmative vote of the Person(s) entitled under Subsection 1.2 to designate that director or (dii) below, unless 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 director or occupy such Board seat; (b) any vacancies created by the resignation, removal or death of a director elected pursuant to Sections 1.2 or 1.4 1.3 shall be filled pursuant to the provisions of this Section 1;; and (c) upon the request of the holders of Shares in an amount which would be any Person(s) entitled to designate a director as provided in Section 1.2 1.2(a) or 1.2(b) to remove such director, such director shall be removed; and (d) if a second individual has been designated as a director pursuant to Section 1.2(d) and, subsequently, the holders of a majority of the Series A Preferred Stock elect to designate a second Series A Preferred Director, then such second individual designated as a director pursuant to Section 1.2(d) shall be removed as a director and the individual designated as the second Series A Preferred Director shall fill the vacancy on the Board created by such removal. All Shareholders 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 to call a special meeting of Shareholders 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.

Removal of Board Members. Subject to the provisions of Section 5.10, each Shareholder Each Stockholder also agrees to vote, or cause to be voted, all Shares owned by such ShareholderStockholder, or over which such Shareholder 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 1.4 1.3 of this Agreement Agree­ment may be removed from office except as provided in Sections 1.5(c[other than for cause] unless (i) and such removal is directed or approved by the affirmative vote of the Person, or of the holders of at least [specify percentage] of the shares of stock, entitled under Section 1.2 to designate that director10 or (dii) below, unless the Person(s) originally entitled to designate or approve such director [or occupy such Board seat seat] pursuant to Section 1.2 is no longer so entitled to designate or approve such director [or occupy such Board seat]; (b) any vacancies created by the resignation, removal or death of a director elected pursuant to Sections 1.2 or 1.4 1.3 shall be filled pursuant to the provisions of this Section 1;1;11 and (c) upon the request of the holders of Shares in an amount which would be any party entitled to designate a director as provided in Section 1.2 1.2(a) or 1.2(b) to remove such director, such director shall be removed; and (d) if a second individual has been designated as a director pursuant to Section 1.2(d) and, subsequently, the holders of a majority of the Series A Preferred Stock elect to designate a second Series A Preferred Director, then such second individual designated as a director pursuant to Section 1.2(d) shall be removed as a director and the individual designated as the second Series A Preferred Director shall fill the vacancy on the Board created by such removal. All Shareholders 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 to call a special meeting of Shareholders 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.]

Removal of Board Members. Subject to the provisions of Section 5.10, each Shareholder Each Stockholder also agrees to vote, or cause to be voted, all Shares shares of Common Stock now owned and acquired hereafter (including, without limitation, in connection with any stock split, stock dividend, recapitalization, reorganization, or the like or shares of Common Stock issued to a Stockholder upon the conversion and/or exercise of Convertible Securities and Options) by such ShareholderStockholder, or over which such Shareholder Stockholder has voting control, and shall take all other necessary or desirable actions within such Stockholder's control, and the Corporation shall take all necessary or desirable actions within its control, from time to time and at all timestimes (including, without limitation, calling special board and stockholder meetings), in whatever manner as shall be necessary to ensure that: (a) no director elected pursuant to Sections 1.2 Section 6.2 or 1.4 6.3 of this Agreement may be removed from office except as provided unless such removal is directed or approved by the affirmative vote in Sections 1.5(c) and (d) below, unless writing of the Person(s) originally Person entitled under Section 6 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 or occupy such Board seatthat director; (b) any vacancies created by the resignation, removal removal, disability or death of a director elected pursuant to Sections 1.2 Section 6.2 or 1.4 6.3 shall be filled pursuant to the provisions of this Section 1;6; and (c) upon the request of the holders of Shares in an amount which would be any party entitled to designate a director as provided in Section 1.2 Subsections 6.2(b) to remove such director, such director shall be removed; and (d) if a second individual has been designated as a director pursuant to Section 1.2(d) and, subsequently, the holders of a majority of the Series A Preferred Stock elect to designate a second Series A Preferred Director, then such second individual designated as a director pursuant to Section 1.2(d) shall be removed as a director and the individual designated as the second Series A Preferred Director shall fill the vacancy on the Board created by such removal. All Shareholders Stockholders 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 to call a special meeting of Shareholders stockholders for the purpose of electing directors.

Removal of Board Members. Subject to the provisions of Section 5.10, each Shareholder Each Stockholder also agrees to vote, or cause to be voted, all Shares owned by such ShareholderStockholder, or over which such Shareholder 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 1.4 1.3 of this Agreement Agree­ment may be removed from office except as provided in Sections 1.5(c[other than for cause] unless (i) and such removal is directed or approved by the affirmative vote of the Person, or of the holders of [specify percentage] of the shares of stock, entitled under Section 1.2 to designate that director10 or (dii) below, unless the Person(s) originally entitled to designate or approve such director [or occupy such Board seat seat] pursuant to Section 1.2 is no longer so entitled to designate or approve such director [or occupy such Board seat;]; and (b) any vacancies created by the resignation, removal or death of a director elected pursuant to Sections 1.2 or 1.4 1.3 shall be filled pursuant to the provisions of this Section 1; (c) upon the request of the holders of Shares in an amount which would be entitled to designate a director as provided in Section 1.2 to remove such director, such director shall be removed; and (d) if a second individual has been designated as a director pursuant to Section 1.2(d) and, subsequently, the holders of a majority of the Series A Preferred Stock elect to designate a second Series A Preferred Director, then such second individual designated as a director pursuant to Section 1.2(d) shall be removed as a director and the individual designated as the second Series A Preferred Director shall fill the vacancy on the Board created by such removal. 1.11 All Shareholders 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 to call a special meeting of Shareholders 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.]

Removal of Board Members. Subject to the provisions of Section 5.10, each Shareholder Each Stockholder also agrees to vote, or cause to be voted, all Shares owned by such ShareholderStockholder, or over which such Shareholder 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 1.4 1.3 of this Agreement may be removed from office except as provided in Sections 1.5(cother than for cause unless (i) such removal is directed or approved by the affirmative vote of the Person, or, if and only if there is no such Person who is entitled to designate such director under Subsection 1.2, of the holders of at least majority of the shares of stock, entitled under Subsection 1.2 to designate that director; or (dii) below, unless 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 director director; provided, however, that notwithstanding anything to the contrary in this subsection, the removal, election or occupy such Board seat;re-election of the CEO Director shall be subject to Subsection 1.2(e) of this Agreement. (b) any vacancies created by the resignation, removal or death of a director elected pursuant to Sections Subsections 1.2 or 1.4 1.3 shall be filled pursuant to the provisions of this Section 1;; and (c) upon the request of the holders of Shares in an amount which would be any party or parties entitled to designate a director as provided in Section 1.2 Subsection 1.2(a) through 1.2(c) to remove such director, such director shall be removed; and (d) if a second individual has been designated as a director pursuant to Section 1.2(d) and, subsequently, the holders of a majority of the Series A Preferred Stock elect to designate a second Series A Preferred Director, then such second individual designated as a director pursuant to Section 1.2(d) shall be removed as a director and the individual designated as the second Series A Preferred Director shall fill the vacancy on the Board created by such removal. All Shareholders 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 to call a special meeting of Shareholders stockholders for the purpose of electing directors.

Removal of Board Members. Subject to the provisions of Section 5.10, each Shareholder 10 Each Stockholder also agrees to vote, or cause to be voted, all Shares owned by such ShareholderStockholder, or over which such Shareholder 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 1.4 of this Agreement may be removed from office except as provided in Sections 1.5(c[other than for cause] unless (i) and such removal is directed or approved by the affirmative vote of the Person(s), or of the holders of at least [specify percentage] of the shares of stock, entitled under Section 1.2 to designate that director;11 or (dii) below, unless the Person(s) originally entitled to designate or approve such director [or occupy such Board seat seat] pursuant to Section 1.2 is no longer so entitled to designate or approve such director [or occupy such Board seat; (b) ]; any vacancies created by the resignation, removal or death of a director elected pursuant to Sections Section 1.2 or 1.4 shall be filled pursuant to the provisions of this Section 1; (c) 1;12 and upon the request of the holders of Shares in an amount which would be any party entitled to designate a director as provided in Section 1.2 to remove such director, such director shall be removed; and (d) if a second individual has been designated as a director pursuant to Section 1.2(d) and, subsequently, the holders of a majority of the Series A Preferred Stock elect to designate a second Series A Preferred Director, then such second individual designated as a director pursuant to Section 1.2(d) shall be removed as a director and the individual designated as the second Series A Preferred Director shall fill the vacancy on the Board created by such removal. removed.13 All Shareholders 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 to call a special meeting of Shareholders 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.]

Removal of Board Members. Subject to the provisions of Section 5.10, each Shareholder Each Stockholder also agrees to vote, or cause to be voted, all Shares owned by such ShareholderStockholder, or over which such Shareholder 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 1.4 1.3 of this Agreement may be removed from office except other than for cause unless (i) such removal is directed or approved by the affirmative vote of the Person, or of the holders of that percentage of the shares of stock (as provided in Sections 1.5(capplicable), entitled under Subsection 1.2 to designate that director; or (ii) and (d) below, unless 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 director or occupy such Board seat; (b) any vacancies created by the resignation, removal or death of a director elected pursuant to Sections Subsections 1.2 or 1.4 1.3 shall be filled pursuant to the provisions of this Section 1;; and (c) upon the request of the holders of Shares in an amount which would be 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, such director shall be removed; and (d) if a second individual has been designated as a notwithstanding anything to the contrary contained herein, with respect to any director appointed pursuant to Section 1.2(dSubsection 1.2(c), such director shall only be removed with the written consent or affirmative vote of (i) anda majority of the Board then in office, subsequentlyincluding at least one Series A Director if then in office, (ii) the holders of a majority of the Series A issued and outstanding shares of Common Stock, voting exclusively and as one class, and (iii) the holders of a majority of the issued and outstanding shares of Preferred Stock elect to designate a second Series A Preferred DirectorStock, then such second individual designated voting exclusively and as a director pursuant to Section 1.2(d) shall be removed as a director and the individual designated as the second Series A Preferred Director shall fill the vacancy on the Board created by such removalone class. All Shareholders 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 to call a special meeting of Shareholders stockholders for the purpose of electing directors.

Removal of Board Members. Subject to the provisions of Section 5.10, each Shareholder Each Stockholder also agrees to vote, or cause to be voted, all Shares owned by such ShareholderStockholder, or over which such Shareholder 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 1.4 1.3 of this Agreement may be removed from office except as provided in Sections 1.5(cother than for cause unless (i) and 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 Subsection 1.3 to designate that director; or (dii) below, unless the Person(s) originally entitled to designate or approve such director or occupy such Board seat pursuant to Section 1.2 Subsection 1.3 is no longer so entitled to designate or approve such director or occupy such Board seatdirector; (b) any vacancies created by the resignation, removal or death of a director elected pursuant to Sections Subsections 1.2 or 1.4 1.3 shall be filled pursuant to the provisions of this Section 1;; and (c) upon the request of the holders of Shares in an amount which would be 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, such director shall be removed; and (d) if a second individual has been designated as a director pursuant to Section 1.2(d) and, subsequently, the holders of a majority of the Series A Preferred Stock elect to designate a second Series A Preferred Director, then such second individual designated as a director pursuant to Section 1.2(d) shall be removed as a director and the individual designated as the second Series A Preferred Director shall fill the vacancy on the Board created by such removal. All Shareholders 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 to call a special meeting of Shareholders stockholders for the purpose of electing directors. No Liability for Election of Recommended Directors. No Stockholder, nor any Affiliate of any Stockholder, shall have any liability as a result of designating a person for election as a director for any act or omission by such designated person in his or her capacity as a director of the Company, nor shall any Stockholder have any liability as a result of voting for any such designee in accordance with the provisions of this Agreement.

Removal of Board Members. Subject to the provisions of Section 5.10, each Shareholder Each Key Holder also agrees to vote, or cause to be voted, all Shares owned by such ShareholderKey Holder, or over which such Shareholder Key Holder has voting control, from time to time and at all times, in whatever manner as shall be necessary to ensure that: (a) if at any time and from time to time an Event of Default (as defined in the Convertible Notes) occurs, the Company Directors shall be removed from office and such seats shall be filled pursuant to Subsection 1.2(c), above; (b) notwithstanding the foregoing, no director elected pursuant to Sections Subsections 1.2 or 1.4 1.3 of this Agreement may be removed from office except as provided in Sections 1.5(cunless (i) and such removal is directed or approved by the affirmative vote of the Person(s) entitled under Subsection 1.2 to designate that director; or (dii) below, unless 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 director or occupy such Board seatdirector; (bc) any vacancies created by the resignation, removal or death of a director elected pursuant to Sections Subsections 1.2 or 1.4 1.3 shall be filled pursuant to the provisions of this Section 1;; and (cd) upon the request of the holders of Shares in an amount which would be 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, such director shall be removed; and (d) if a second individual has been designated as a director pursuant to Section 1.2(d) and, subsequently, the holders of a majority of the Series A Preferred Stock elect to designate a second Series A Preferred Director, then such second individual designated as a director pursuant to Section 1.2(d) shall be removed as a director and the individual designated as the second Series A Preferred Director shall fill the vacancy on the Board created by such removal. All Shareholders 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 to call a special meeting of Shareholders stockholders for the purpose of electing directors.

Removal of Board Members. Subject to the provisions of Section 5.10, each Shareholder Each Stockholder also agrees to vote, or cause to be voted, all Shares owned by such ShareholderStockholder, or over which such Shareholder 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 1.4 1.3 of this Agreement may be removed from office except as provided unless (i) with respect to the CHL Designee, such removal is directed or approved by CHL Medical Partners, (ii) with respect to the Versant Designee, such removal is directed or approved by Versant Ventures, (iii) with respect to the jVen Designee, such removal is directed or approved by jVen Capital, (iv) with respect to the Xxxxxx & Xxxxxx Designee, such removal is directed or approved by Xxxxxx & Xxxxxx, (v) with respect to the Xxxxx Xxxxx Designee, such removal is directed or approved by Xxxxx Xxxxx, (vi) with respect to the directors not referenced in Sections 1.5(c(i), (ii), (iii), (iv) and or (dv) belowabove, unless such removal is directed or approved by the affirmative vote of the Person, or by the holders of at least a majority of the shares of stock, entitled under Section 1.2 to designate that director or (vii) if the Person(s) originally entitled to designate or approve such director or occupy such Board seat pursuant to Section 1.2 is is(are) no longer so entitled to designate or approve such director or occupy such Board seat, by the holders of at least a majority of the shares of stock, then entitled under Section 1.2 to designate or approve such director or Board seat; (b) any vacancies created by the resignation, removal or death of a director elected pursuant to Sections 1.2 or 1.4 1.3 shall be filled pursuant to the provisions of this Section 1;; and (c) upon the request of the holders of Shares in an amount which would be any party entitled to designate a director as provided in Section 1.2 1.2(a) or 1.2(b), 1.2(c), 1.2(d) or 1.2(g) to remove such director, such director shall be removed; and (d) if a second individual has been designated as a director pursuant to Section 1.2(d) and, subsequently, the holders of a majority of the Series A Preferred Stock elect to designate a second Series A Preferred Director, then such second individual designated as a director pursuant to Section 1.2(d) shall be removed as a director and the individual designated as the second Series A Preferred Director shall fill the vacancy on the Board created by such removal. All Shareholders 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 to call a special meeting of Shareholders stockholders for the purpose of electing directors.

Removal of Board Members. Subject to the provisions of Section 5.10, each Shareholder Each Stockholder also agrees to vote, or cause to be voted, all Shares owned by such ShareholderStockholder, or over which such Shareholder 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 1.4 1.3 of this Agreement may be removed from office except unless (i) such removal is directed or approved by the affirmative written consent of the Person, or of the holders of at least a majority of the shares of stock, as provided in Sections 1.5(capplicable, entitled under Section 1.2 to designate that director or (ii) and (d) below, unless 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 director or occupy such Board seatdirector; (b) any vacancies created by the resignation, removal or death of a director elected pursuant to Sections 1.2 or 1.4 1.3 shall be filled pursuant to the provisions of this Section 1;; and (c) upon the request of the holders of Shares in an amount which would be any party entitled to designate a director as provided in Section 1.2 1.2(a) or 1.2(b) to remove such director, such director shall be removed; and (d) if a second individual has been designated as a director pursuant to Section 1.2(d) and, subsequently, the holders of a majority of the Series A Preferred Stock elect to designate a second Series A Preferred Director, then such second individual designated as a director pursuant to Section 1.2(d) shall be removed as a director and the individual designated as the second Series A Preferred Director shall fill the vacancy on the Board created by such removal. All Shareholders 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 to call a special meeting of Shareholders 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.

Removal of Board Members. Subject to the provisions of Section 5.10, each Shareholder Each Stockholder also agrees to vote, or cause to be voted, all Shares owned by such ShareholderStockholder, or over which such Shareholder 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 1.4 of this Agreement may be removed from office except as provided in Sections 1.5(cother than for cause unless (i) and 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; or (dii) below, unless 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 director or occupy such Board seat; (b) any vacancies created by the resignation, removal or death of a director elected pursuant to Sections Section 1.2 or 1.4 shall be filled pursuant to the provisions of this Section 1;; and (c) upon the request of the holders of Shares in an amount which would be any party entitled to designate a director as provided in Section 1.2 to remove such director, such director shall be removed; and (d) if a second individual has been designated as a director pursuant to Section 1.2(d) and, subsequently, the holders of a majority of the Series A Preferred Stock elect to designate a second Series A Preferred Director, then such second individual designated as a director pursuant to Section 1.2(d) shall be removed as a director and the individual designated as the second Series A Preferred Director shall fill the vacancy on the Board created by such removal. All Shareholders 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 to call a special meeting of Shareholders 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.