Common use of Voting; Board Composition Clause in Contracts

Voting; Board Composition. Subject to the rights of the stockholders of the Company to remove a director for cause in accordance with applicable law, during the term of this Agreement, each Investor and Key Holder (each a “Stockholder”) agrees to vote (or consent pursuant to an action by written consent of the stockholders of the Company) all shares of capital stock of the Company now or hereafter directly or indirectly owned of record or beneficially by such Investor or Key Holder (the “Shares”), or to cause such shares of shares of capital stock of the Company to be voted, in such manner as may be necessary to elect (and maintain in office) as a member of the Board one (1) individual (the “Board Designee”) designated from time to time in a writing delivered to the Company and signed by (a) Investors who, at the time in question, hold Shares representing and/or convertible into a majority of all the Investors’ Shares (as defined in Section 5.1), and (b) Key Holders who, at the time in question, hold shares of issued and outstanding Common Stock of the Company representing a majority of the voting power of all issued and outstanding shares of Common Stock of the Company then held by all Key Holders who are then providing services to the Company as employees. Subject to the rights of the stockholders of the Company to remove a director for cause in accordance with applicable law, during the term of this Agreement, no Investor or Key Holder shall take any action to remove an incumbent Board Designee or to designate a new Board Designee unless such removal and/or designation of a Board Designee is approved in a writing signed by (a) Investors who, at the time in question, hold Shares representing and/or convertible into a majority of all the Investors’ Shares, and (b) Key Holders who, at the time in question, hold shares of issued and outstanding Common Stock of the Company representing a majority of the voting power of all issued and outstanding shares of Common Stock of the Company then held by all Key Holders who are then providing services to the Company as employees. Each Stockholder hereby appoints the then current Chief Executive Officer of the Company, as such Stockholder’s true and lawful proxy and attorney, with the power to act alone and with full power of substitution, to vote all of such Stockholder’s Shares as set forth in this Agreement and to execute all appropriate instruments consistent with this Agreement on behalf of such Stockholder if, and only if, such Stockholder (a) fails to vote or (b) attempts to vote (whether by proxy, in person or by written consent), in a manner which is inconsistent with the terms of this Agreement, all of such Stockholder’s Shares or execute such other instruments in accordance with the provisions of this Agreement within five (5) days of the Company’s or any other party’s written request for such Stockholder’s written consent or signature. The proxy and power granted by each Stockholder pursuant to this Section are coupled with an interest and are given to secure the performance of such party’s duties under this Agreement. Each such proxy and power will be irrevocable for the term hereof. The proxy and power, so long as any party hereto is an individual, will survive the death, incompetency and disability of such party or any other individual Stockholder of Shares and, so long as any party hereto is an entity, will survive the merger or reorganization of such party or any other entity holding Shares

Voting; Board Composition. Subject to the rights of the stockholders of the Company to remove a director for cause in accordance with applicable law, during the term of this Agreement, each Investor Purchaser and each Key Holder (each a “Stockholder”) agrees to vote (or consent pursuant to an action by written consent of the stockholders of the Company) all shares of capital stock of the Company now or hereafter directly or indirectly owned of record or beneficially by such Investor or Key Holder Stockholder (the “Voting Shares”), or to cause such shares of shares of capital stock of the Company Voting Shares to be voted, in such manner as may be necessary to elect (and maintain in office) as a member the members of the Board: that number of individuals, if any, equal to the Common Board one Member Count (1) individual (each, a “Common Board Designee” and, collectively, the “Common Board DesigneeDesignees”) designated from time to time in a writing delivered to the Company and signed by (a) Investors who, at the time in question, hold Shares representing and/or convertible into a majority of all the Investors’ Shares (as defined in Section 5.1), and (b) Key Common Control Holders who, at the time in question, hold shares of issued and outstanding Common Stock of the Company representing a majority of the voting power of all issued and outstanding shares of Common Stock of the Company then held by all Key Holders who are then providing services Common Control Holders; that number of individuals, if any, equal to the Series Seed Board Member Count (each, a “Series Seed Board Designee” and, collectively, the “Series Seed Board Designees”) designated from time to time in a writing delivered to the Company as employees. Subject to the rights of the stockholders of the Company to remove a director for cause in accordance with applicable law, during the term of this Agreement, no Investor or Key Holder shall take any action to remove an incumbent Board Designee or to designate a new Board Designee unless such removal and/or designation of a Board Designee is approved in a writing and signed by (a) Investors Purchasers who, at the time in question, hold Shares representing and/or convertible into a majority of all the Investors’ Sharesthen outstanding shares of Series Seed Preferred Stock issued pursuant to this Agreement; that number of individuals, if any, equal to the Mutual Consent Board Member Count (each, a “Mutual Consent Board Designee” and, collectively, the “Mutual Consent Board Designees” and, together with any Common Board Designee and any Seed Board Designee, each a “Board Designee”) designated from time to time in a writing delivered to the Company and signed by (a) Purchasers who, at the time in question, hold a majority of the then outstanding shares of Series Seed Preferred Stock issued pursuant to this Agreement and (b) Key Common Control Holders who, at the time in question, hold shares of issued and outstanding Common Stock of the Company representing a majority of the voting power of all issued and outstanding shares of Common Stock of the Company then held by all Key Holders who are then providing services Common Control Holders. Subject to the rights of the stockholders of the Company as employeesto remove a director for cause in accordance with applicable law, during the term of this Agreement, no Stockholder shall take any action to remove an incumbent Board Designee or to designate a new Board Designee unless such removal and/or designation of a Board Designee is approved in a writing signed by the parties entitled to designate such Board Designee above. Each Stockholder hereby appoints the then current Chief Executive Officer of the Company, as such Stockholder’s true and lawful proxy and attorney, with the power to act alone and with full power of substitution, to vote all shares of the Company’s capital stock held by such Stockholder’s Shares Stockholder as set forth in this Agreement and to execute all appropriate instruments consistent with this Agreement on behalf of such Stockholder if, and only if, such Stockholder (a) fails to vote or (b) attempts to vote (whether by proxy, in person or by written consent), in a manner which is inconsistent with the terms of this Agreement, all of such Stockholder’s Voting Shares or execute such other instruments in accordance with the provisions of this Agreement within five (5) days of the Company’s or any other party’s written request for such Stockholder’s written consent or signature. The proxy and power granted by each Stockholder pursuant to this Section are coupled with an interest and are given to secure the performance of such party’s duties under this Agreement. Each such proxy and power will be irrevocable for the term hereof. The proxy and power, so long as any party hereto is an individual, will survive the death, incompetency and disability of such party or any other individual Stockholder of Voting Shares and, so long as any party hereto is an entity, will survive the merger or reorganization of such party or any other entity holding Voting Shares.

Voting; Board Composition. Subject to the rights of the stockholders of the Company to remove a director for cause in accordance with applicable law, during the term of this Agreement, each Investor and Key Holder (each a “Stockholder”) agrees to vote (or consent pursuant to an action by written consent of the stockholders of the Company) all shares of capital stock of the Company now or hereafter directly or indirectly owned of record or beneficially by such Investor or Key Holder (the “Key Holder Shares”), or to cause such shares of shares of capital stock of the Company to be voted, in such manner as may be necessary voted to elect (and maintain in office) as a member of the Board one (1) individual (the “Board Designee”) designated from time to time in a writing delivered to by Investor (the Company and signed by (a) Investors who, at the time in question, hold Shares representing and/or convertible into a majority of all the Investors’ Shares (as defined in Section 5.1"Designation Right"), and (b) Key Holders who, at the time in question, hold shares of issued and outstanding Common Stock of the Company representing a majority of the voting power of all issued and outstanding shares of Common Stock of the Company then held by all Key Holders who are then providing services to the Company as employees. Subject to the rights of the stockholders of the Company to remove a director for cause in accordance with applicable law, during the term of this Agreement, no Investor or Key Holder shall will not take any action to remove an incumbent Board Designee or to designate a new Board Designee unless such removal and/or designation of a Board Designee is approved in a writing signed by (a) Investors who, at the time in question, hold Shares representing and/or convertible into a majority of all the Investors’ Shares, and (b) Investor. Key Holders who, at the time in question, hold shares of issued and outstanding Common Stock of the Company representing a majority of the voting power of all issued and outstanding shares of Common Stock of the Company then held by all Key Holders who are then providing services to the Company as employees. Each Stockholder Holder hereby appoints the then current Chief Executive Officer of the Company, as such Stockholder’s true and lawful proxy and attorney, with the power to act alone and with full power of substitution, to vote all of such Stockholder’s Key Holder Shares as set forth in this Agreement and to execute all appropriate instruments consistent with this Agreement on behalf of such Stockholder Key Holder if, and only if, such Stockholder Key Holder (a) fails to vote or (b) attempts to vote (whether by proxy, in person or by written consent), in a manner which is inconsistent with the terms of this Agreement, all of such Stockholder’s the Key Holder Shares or execute such other instruments in accordance with the provisions of this Agreement within five (5) days of the Company’s or any other party’s written request for such Stockholder’s Key Holder's written consent or signature. The proxy Designation Right shall terminate upon the closing of the next bona fide next sale of Preferred Stock of the Company to investors with aggregate gross cash proceeds to the Company of at least $3,000,000 (excluding through the conversion of any outstanding convertible notes) (a "Qualified Financing") if an individual investor and power granted by each Stockholder pursuant its affiliates require that the Designation Right terminate as a condition to this Section are coupled with an interest and are given to secure such investor investing $1,000,000 or more in the performance of such party’s duties under this Agreement. Each such proxy and power will be irrevocable for the term hereof. The proxy and power, so long as any party hereto is an individual, will survive the death, incompetency and disability of such party or any other individual Stockholder of Shares and, so long as any party hereto is an entity, will survive the merger or reorganization of such party or any other entity holding SharesQualified Financing.

Voting; Board Composition. Subject to the rights of the stockholders of the Company to remove a director for cause in accordance with applicable law, during the term of this Agreement, each Investor and Key Holder (each a “Stockholder”) Stockholder agrees to toshall vote (or consent pursuant to an action by written consent of the stockholders of the Company) all shares of capital stock of the Company now or hereafter directly or indirectly owned of record or beneficially by such Investor or Key Holder suchthe Stockholder (the “Voting Shares”), or to cause such shares of shares of capital stock of the Company suchthe Voting Shares to be voted, in such manner as may be necessary to elect (and maintain in office) as a member the members of the Board: that number of individuals, if any, equal to the Common Board one Member Count (1) individual (each, a “Common Board Designee” and, collectively, the “Common Board DesigneeDesignees”) designated from time to time in a writing delivered to the Company and signed by (a) Investors who, at the time in question, hold Shares representing and/or convertible into a majority of all the Investors’ Shares (as defined in Section 5.1), and (b) Key Common Control Holders who, at the time in question, then hold shares of issued and outstanding Common Stock of the Company representing a majority of the voting power of all issued and outstanding shares of Common Stock of the Company then held by all Key Holders who are then providing services Common Control Holders; that number of individuals, if any, equal to the Series Seed Board Member Count (each, a “Series Seed Board Designee” and, collectively, the “Series Seed Board Designees”) designated from time to time in a writing delivered to the Company as employees. Subject to the rights of the stockholders of the Company to remove a director for cause in accordance with applicable law, during the term of this Agreement, no Investor or Key Holder shall take any action to remove an incumbent Board Designee or to designate a new Board Designee unless such removal and/or designation of a Board Designee is approved in a writing and signed by (a) Investors Purchasers who, at the time in question, then hold Shares representing and/or convertible into a majority of all the Investors’ Sharesthen ‑outstanding shares of Series Seed Preferred Stock issued pursuant to this Agreement; that number of individuals, if any, equal to the Mutual Consent Board Member Count (each, a “Mutual Consent Board Designee” and, collectively, the “Mutual Consent Board Designees” and, together with any Common Board Designee and any Seed Board Designee, each a “Board Designee”) designated from time to time in a writing delivered to the Company and signed by (a) Purchasers who, at the time in question, then hold a majority of the then ‑outstanding shares of Series Seed Preferred Stock issued pursuant to this Agreement and (b) Key Common Control Holders who, at the time in question, then hold shares of issued and outstanding Common Stock of the Company representing a majority of the voting power of all issued and outstanding shares of Common Stock of the Company then held by all Key Holders who are then providing services Common Control Holders. Subject to the rights of the stockholders of the Company as employeesto remove a director for cause in accordance with applicable law, during the term of this Agreement, noa Stockholder shall not take any action to remove an incumbent Board Designee or to designate a new Board Designee unless such removal and/or designation of a Board Designee is approved in a writing signed by the parties entitled to designate suchthe Board Designee above. Each Stockholder hereby appoints appoints, and shall appoint, the then current ‑current Chief Executive Officer of the Company, as such suchthe Stockholder’s true and lawful proxy and attorney, with the power to act alone and with full power of substitution, to vote all shares of such Stockholderthe Company’s Shares capital stock held by suchthe Stockholder as set forth in this Agreement and to execute all appropriate instruments consistent with this Agreement on behalf of such suchthe Stockholder if, and only if, such suchthe Stockholder (a) fails to vote or (b) attempts to vote (whether by proxy, in person or by written consent), in a manner which is inconsistent with the terms of this Agreement, all of such suchthe Stockholder’s Voting Shares or execute such other instruments in accordance with the provisions of this Agreement within five (5) days of the Company’s or any other party’s written request for such suchthe Stockholder’s written consent or signature. The proxy and power granted by each Stockholder pursuant to this Section are coupled with an interest and are given to secure the performance of such partypartythe Stockholder’s duties under this Agreement. Each such proxy and power will be irrevocable for the term hereofhereofof this Agreement. The proxy and power, so long as any party hereto heretoStockholder is an individual, will survive the death, incompetency and disability of such party or any other individual Stockholder of Voting Shares and, so long as any party hereto heretoStockholder is an entity, will survive the merger or reorganization of such party partythe Stockholder or any other entity holding Voting Shares.

Voting; Board Composition. Subject to the rights of the stockholders of the Company to remove a director for cause in accordance with applicable law, during the term of this Agreement, each Investor and Key Holder (each a “Stockholder”) Stockholder agrees to vote (or consent pursuant to an action by written consent of the stockholders of the Company) all shares of capital stock of the Company now or hereafter directly or indirectly owned of record or beneficially by such Investor or Key Holder Stockholder (the “Voting Shares”), or to cause such shares of shares of capital stock of the Company Voting Shares to be voted, in such manner as may be necessary to elect (and maintain in office) as a member the members of the Board: that number of individuals, if any, equal to the Common Board one Member Count (1) individual (each, a “Common Board Designee” and, collectively, the “Common Board DesigneeDesignees”) designated from time to time in a writing delivered to the Company and signed by (a) Investors who, at the time in question, hold Shares representing and/or convertible into a majority of all the Investors’ Shares (as defined in Section 5.1), and (b) Key Common Control Holders who, at the time in question, hold shares of issued and outstanding Common Stock of the Company representing a majority of the voting power of all issued and outstanding shares of Common Stock of the Company then held by all Key Holders who are then providing services Common Control Holders; that number of individuals, if any, equal to the Series Seed Board Member Count (each, a “Series Seed Board Designee” and, collectively, the “Series Seed Board Designees”) designated from time to time in a writing delivered to the Company as employees. Subject to the rights of the stockholders of the Company to remove a director for cause in accordance with applicable law, during the term of this Agreement, no Investor or Key Holder shall take any action to remove an incumbent Board Designee or to designate a new Board Designee unless such removal and/or designation of a Board Designee is approved in a writing and signed by (a) Investors Purchasers who, at the time in question, hold Shares representing and/or convertible into a majority of all the Investors’ Sharesthen outstanding shares of Series Seed Preferred Stock issued pursuant to this Agreement; that number of individuals, if any, equal to the Mutual Consent Board Member Count (each, a “Mutual Consent Board Designee” and, collectively, the “Mutual Consent Board Designees” and, together with any Common Board Designee and any Seed Board Designee, each a “Board Designee”) designated from time to time in a writing delivered to the Company and signed by (a) Purchasers who, at the time in question, hold a majority of the then outstanding shares of Series Seed Preferred Stock issued pursuant to this Agreement and (b) Key Common Control Holders who, at the time in question, hold shares of issued and outstanding Common Stock of the Company representing a majority of the voting power of all issued and outstanding shares of Common Stock of the Company then held by all Key Holders who are then providing services Common Control Holders. Subject to the rights of the stockholders of the Company as employeesto remove a director for cause in accordance with applicable law, during the term of this Agreement, no Stockholder shall take any action to remove an incumbent Board Designee or to designate a new Board Designee unless such removal and/or designation of a Board Designee is approved in a writing signed by the parties entitled to designate such Board Designee above. Each Stockholder hereby appoints the then current Chief Executive Officer of the Company, as such Stockholder’s true and lawful proxy and attorney, with the power to act alone and with full power of substitution, to vote all shares of the Company’s capital stock held by such Stockholder’s Shares Stockholder as set forth in this Agreement and to execute all appropriate instruments consistent with this Agreement on behalf of such Stockholder if, and only if, such Stockholder (a) fails to vote or (b) attempts to vote (whether by proxy, in person or by written consent), in a manner which is inconsistent with the terms of this Agreement, all of such Stockholder’s Voting Shares or execute such other instruments in accordance with the provisions of this Agreement within five (5) days of the Company’s or any other party’s written request for such Stockholder’s written consent or signature. The proxy and power granted by each Stockholder pursuant to this Section are coupled with an interest and are given to secure the performance of such party’s duties under this Agreement. Each such proxy and power will be irrevocable for the term hereof. The proxy and power, so long as any party hereto is an individual, will survive the death, incompetency and disability of such party or any other individual Stockholder of Voting Shares and, so long as any party hereto is an entity, will survive the merger or reorganization of such party or any other entity holding Voting Shares.

Voting; Board Composition. Subject to the rights of the stockholders of the Company to remove a director for cause in accordance with applicable law, during the term of this Agreement, each Investor and Key Holder (each a “Stockholder”) Stockholder agrees to vote (or consent pursuant to an action by written consent of the stockholders of the Company) all shares of capital stock of the Company now or hereafter directly or indirectly owned of record or beneficially by such Investor or Key Holder Stockholder (the “Voting Shares”), or to cause such shares of shares of capital stock of the Company Voting Shares to be voted, in such manner as may be necessary to elect (and maintain in office) as a member the members of the Board: that number of individuals, if any, equal to the Common Board one Member Count (1) individual (each, a “Common Board Designee” and, collectively, the “Common Board DesigneeDesignees”) designated from time to time in a writing delivered to the Company and signed by (a) Investors who, at the time in question, hold Shares representing and/or convertible into a majority of all the Investors’ Shares (as defined in Section 5.1), and (b) Key Common Control Holders who, at the time in question, hold shares of issued and outstanding Common Stock of the Company representing a majority of the voting power of all issued and outstanding shares of Common Stock of the Company then held by all Key Holders who are then providing services Common Control Holders; that number of individuals, if any, equal to the Series Seed Board Member Count (each, a “Series Seed Board Designee” and, collectively, the “Series Seed Board Designees”) designated from time to time in a writing delivered to the Company as employees. Subject to the rights of the stockholders of the Company to remove a director for cause in accordance with applicable law, during the term of this Agreement, no Investor or Key Holder shall take any action to remove an incumbent Board Designee or to designate a new Board Designee unless such removal and/or designation of a Board Designee is approved in a writing and signed by (a) Investors Purchasers who, at the time in question, hold Shares representing and/or convertible into a majority of all the Investors’ Sharesthen outstanding shares of Series Seed Preferred Stock issued pursuant to this Agreement; that number of individuals, if any, equal to the Mutual Consent Board Member Count (each, a “Mutual Consent Board Designee” and, collectively, the “Mutual Consent Board Designees” and, together with any Common Board Designee and any Seed Board Designee, each a “Board Designee”) designated from time to time in a writing delivered to the Company and signed by (a) Purchasers who, at the time in question, hold a majority of the then outstanding shares of Series Seed Preferred Stock issued pursuant to this Agreement and (b) Key Common Control Holders who, at the time in question, hold shares of issued and outstanding Common Stock of the Company representing a majority of the voting power of all issued and outstanding shares of Common Stock of the Company then held by all Key Holders who are then providing services Common Control Holders. Subject to the rights of the stockholders of the Company as employeesto remove a director for cause in accordance with applicable law, during the term of this Agreement, no Stockholder shall take any action to remove an incumbent Board Designee or to designate a new Board Designee unless such removal and/or designation of a Board Designee is approved in a writing signed by the parties entitled to designate such Board Designee above. Each Stockholder hereby appoints the then current Chief Executive Officer of the Company, as such Stockholder’s true and lawful proxy and attorney, with the power to act alone and with full power of substitution, to vote all shares of the Company’s capital stock held by such Stockholder’s Shares Stockholder as set forth in this Agreement and to execute all appropriate instruments consistent with this Agreement on behalf of such Stockholder if, and only if, such Stockholder (a) fails to vote or (b) attempts to vote (whether by proxy, in person or by written consent), in a manner which is inconsistent with the terms of this Agreement, all of such Stockholder’s Voting Shares or execute such other instruments in accordance with the provisions of this Agreement within five (5) days of the Company’s or any other party’s written request for such StockholderXxxxxxxxxxx’s written consent or signature. The proxy and power granted by each Stockholder pursuant to this Section are coupled with an interest and are given to secure the performance of such party’s duties under this Agreement. Each such proxy and power will be irrevocable for the term hereof. The proxy and power, so long as any party hereto is an individual, will survive the death, incompetency and disability of such party or any other individual Stockholder of Voting Shares and, so long as any party hereto is an entity, will survive the merger or reorganization of such party or any other entity holding Voting Shares.

Voting; Board Composition. Subject to the rights of the stockholders of the Company to remove a director for cause in accordance with applicable law, during the term of this Agreement, each Investor and Key Holder (each a “Stockholder”) agrees to vote (or consent pursuant to an action by written consent of the stockholders of the Company) all shares of capital stock of the Company now or hereafter directly or indirectly owned of record or beneficially by such Investor or Key Holder (the “Shares”), or to cause such shares of shares of capital stock of the Company to be voted, in such manner as may be necessary to fix the board at three (3) directors (unless otherwise approved by the written consent of Investors holding Shares representing or converted into a majority of all the Investors Shares, as defined below) and elect (and maintain in office) as a member members of the Board (x) two directors elected by the holders of the Common Stock (the “Common Board Designees”), who shall initially be ______ and _______ and (y) one (1) individual (the “Preferred Board Designee”) designated from time to time by _________ (the “Lead Investor”) in a writing delivered to the Company and signed by (a) Investors who, at the time in question, hold Shares representing and/or convertible into a majority of all the Investors’ Shares (as defined in Section 5.16.1), and (b) Key Holders who, at . The Preferred Board Designee shall serve as the time in question, hold shares of issued and outstanding Common Stock Chairman of the Company representing a majority of the voting power of all issued and outstanding shares of Common Stock of the Company then held by all Key Holders who are then providing services to the Company as employeesBoard. Subject to the rights of the stockholders of the Company to remove a director for cause in accordance with applicable law, during the term of this Agreement, no Investor or Key Holder shall take any action to remove an incumbent Common Board Designee or Preferred Board Designee or to designate a new designee to fill any Board Designee seat unless such removal and/or designation of a such designee to the Board Designee is approved in a writing signed by (a) Investors who, at the time in question, hold Shares representing and/or convertible into a majority holders of all the Investors’ Shares, and (b) Key Holders who, at the time in question, hold sufficient shares of issued and outstanding Common Stock capital stock of the Company representing a majority of or the voting power of all issued and outstanding shares of Common Stock of the Company then held by all Key Holders who are then providing services to the Company as employees. Each Stockholder hereby appoints the then current Chief Executive Officer of the Company, as such Stockholder’s true and lawful proxy and attorney, with the power to act alone and with full power of substitution, to vote all of such Stockholder’s Shares as set forth in this Agreement and to execute all appropriate instruments consistent with this Agreement on behalf of such Stockholder if, and only if, such Stockholder (a) fails to vote or (b) attempts to vote (whether by proxy, in person or by written consent), in a manner which is inconsistent with the terms of this Agreement, all of persons entitled to designate such Stockholder’s Shares or execute such other instruments Board designee in accordance with the provisions foregoing. In the absence of this Agreement within five (5) days any designation from the persons or groups with the right to designate a director as specified above, the director previously designated by them and then serving shall be reelected if still eligible and willing to serve or the seat shall remain vacant. 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, to remove any director upon the request of any party or parties entitled to designate such director. The Board shall meet as least [monthly][quarterly] in accordance with an agreed upon schedule. The Company shall reimburse the Preferred Board Designee for all reasonable out-of-pocket expenses incurred in connection with attending meetings of the Company’s or any other party’s written request for such Stockholder’s written consent or signature. The proxy and power granted by each Stockholder pursuant to this Section are coupled with an interest and are given to secure the performance of such party’s duties under this Agreement. Each such proxy and power will be irrevocable for the term hereof. The proxy and power, so long as any party hereto is an individual, will survive the death, incompetency and disability of such party or any other individual Stockholder of Shares and, so long as any party hereto is an entity, will survive the merger or reorganization of such party or any other entity holding SharesBoard.

Voting; Board Composition. Subject to the rights of the stockholders of the Company to remove a director for cause in accordance with applicable law, during the term of this Agreement, each Investor Purchaser and each Key Holder (each a “Stockholder”) agrees to vote (or consent pursuant to an action by written consent of the stockholders of the Company) all shares of capital stock of the Company now or hereafter directly or indirectly owned of record or beneficially by such Investor or Key Holder Stockholder (the “Voting Shares”), or to cause such shares of shares of capital stock of the Company Voting Shares to be voted, in such manner as may be necessary to elect (and maintain in office) as a member the members of the Board: that number of individuals, if any, equal to the Common Board one Member Count (1) individual (each, a “Common Board Designee” and, collectively, the “Common Board DesigneeDesignees”) designated from time to time in a writing delivered to the Company and signed by (a) Investors who, at the time in question, hold Shares representing and/or convertible into a majority of all the Investors’ Shares (as defined in Section 5.1), and (b) Key Common Control Holders who, at the time in question, hold shares of issued and outstanding Common Stock of the Company representing a majority of the voting power of all issued and outstanding shares of Common Stock of the Company then held by all Key Holders who are then providing services Common Control Holders; that number of individuals, if any, equal to the Series Seed Board Member Count (each, a “Series Seed Board Designee” and, collectively, the “Series Seed Board Designees”) designated from time to time in a writing delivered to the Company as employees. Subject to the rights of the stockholders of the Company to remove a director for cause in accordance with applicable law, during the term of this Agreement, no Investor or Key Holder shall take any action to remove an incumbent Board Designee or to designate a new Board Designee unless such removal and/or designation of a Board Designee is approved in a writing and signed by (a) Investors Purchasers who, at the time in question, hold Shares representing and/or convertible into a majority of all the Investors’ Sharesthen outstanding shares of Series Seed Preferred Stock issued pursuant to this Agreement; that number of individuals, if any, equal to the Mutual Consent Board Member Count (each, a “Mutual Consent Board Designee” and, collectively, the “Mutual Consent Board Designees” and, together with any Common Board Designee and any Seed Board Designee, each a “Board Designee”) designated from time to time in a writing delivered to the Company and signed by (a) Purchasers who, at the time in question, hold a majority of the then outstanding shares of Series Seed Preferred Stock issued pursuant to this Agreement and (b) Key Common Control Holders who, at the time in question, hold shares of issued and outstanding Common Stock of the Company representing a majority of the voting power of all issued and outstanding shares of Common Stock of the Company then held by all Key Holders who are then providing services to the Company as employees. Each Stockholder hereby appoints the then current Chief Executive Officer of the Company, as such Stockholder’s true and lawful proxy and attorney, with the power to act alone and with full power of substitution, to vote all of such Stockholder’s Shares as set forth in this Agreement and to execute all appropriate instruments consistent with this Agreement on behalf of such Stockholder if, and only if, such Stockholder (a) fails to vote or (b) attempts to vote (whether by proxy, in person or by written consent), in a manner which is inconsistent with the terms of this Agreement, all of such Stockholder’s Shares or execute such other instruments in accordance with the provisions of this Agreement within five (5) days of the Company’s or any other party’s written request for such Stockholder’s written consent or signature. The proxy and power granted by each Stockholder pursuant to this Section are coupled with an interest and are given to secure the performance of such party’s duties under this Agreement. Each such proxy and power will be irrevocable for the term hereof. The proxy and power, so long as any party hereto is an individual, will survive the death, incompetency and disability of such party or any other individual Stockholder of Shares and, so long as any party hereto is an entity, will survive the merger or reorganization of such party or any other entity holding SharesCommon Control Holders.

Voting; Board Composition. Subject to the rights of the stockholders of the Company to remove a director for cause in accordance with applicable law, during the term of this Agreement, each Investor and Key Holder (each a “Stockholder”) agrees to vote (or consent pursuant to an action by written consent of the stockholders of the Company) all shares of capital stock of the Company now or hereafter directly or indirectly owned of record or beneficially by such Investor or Key Holder (the “Shares”), or to cause such shares of shares of capital stock of the Company to be voted, in such manner as may be necessary to elect (and maintain in office) the following persons as a member members of the Board Board: (a) one (1) individual Preferred Director (as such term is defined in the “Board Designee”Company’s Restated Certificate of Incorporation) designated from time to time in a writing delivered to the Company and signed by (a) Investors whoProject 11, at the time in question, hold Shares representing and/or convertible into a majority of all the Investors’ Shares (as defined in Section 5.1), which individual shall initially be Kxxxx Xxx and (b) Key Holders who, at two (2) Common Directors (as such term is defined in the time in question, hold shares Company’s Restated Certificate of issued and outstanding Common Stock Incorporation) designated by holders of the Company representing a majority of the voting power of all issued and then outstanding shares of Common Stock of the Company then held by all the Key Holders who are then providing services to the Company as employees, consultants, officers or directors, which individuals shall initially be Vxxxxx Xxxxxx and Sxxx Xxxx. Subject to the rights of the stockholders of the Company to remove a director for cause in accordance with applicable law, during the term of this Agreement, no Investor or Key Holder shall take any action director elected pursuant to remove an incumbent Board Designee or to designate a new Board Designee unless such removal and/or designation of a Board Designee is approved in a writing signed by (aSection 4.1(a) Investors who, at the time in question, hold Shares representing and/or convertible into a majority of all the Investors’ Shares, and (b) Key Holders whoabove, at may be removed from office unless such removal is directed or approved by the time in question, hold shares of issued and outstanding Common Stock affirmative vote or written consent of the Company representing a majority of the voting power of all issued holders entitled under Section 4.1(a) and outstanding shares of Common Stock of the Company then held by all Key Holders who are then providing services (b) to the Company as employeesdesignate such director. Each Stockholder hereby appoints the then current Chief Executive Officer of the Company, as such Stockholder’s true and lawful proxy and attorney, with the power to act alone and with full power of substitution, to vote all of such Stockholder’s Shares as set forth in this Agreement and to execute all appropriate instruments consistent with this Agreement on behalf of such Stockholder if, and only if, such Stockholder (ax) fails to vote or (by) attempts to vote (whether by proxy, in person or by written consent), in a manner which is inconsistent with the terms of this Agreement, all of such Stockholder’s Shares or execute such other instruments in accordance with the provisions of this Agreement within five (5) days of the Company’s or any other party’s written request for such Stockholder’s written consent or signature. The proxy and power granted by each Stockholder pursuant to this Section are coupled with an interest and are given to secure the performance of such party’s duties under this Agreement. Each such proxy and power will be irrevocable for the term hereof. The proxy and power, so long as any party hereto is an individual, will survive the death, incompetency and disability of such party or any other individual Stockholder of Shares and, so long as any party hereto is an entity, will survive the merger or reorganization of such party or any other entity holding Shares.

Voting; Board Composition. Subject to the rights of the stockholders of the Company to remove a director for cause in accordance with applicable law, during the term of this Agreement, each Investor and Key Holder (each a “Stockholder”) agrees to vote (or consent pursuant to an action by written consent of the stockholders of the Company) all shares of capital stock of the Company now or hereafter directly or indirectly owned of record or beneficially by such Investor or Key Holder (the “Shares”), or to cause such shares of shares of capital stock of the Company to be voted, in such manner as may be necessary to elect (and maintain in office) as a member of the Board one (1) individual (the “Board Designee”) designated from time to time in a writing delivered to the Company and signed by (a) Investors who, at the time in question, hold Shares representing and/or convertible into a majority of all the Investors’ Shares (as defined in Section 5.1), and (b) Key Holders who, at the time in question, hold shares of issued and outstanding Common Stock of the Company representing a majority of the voting power of all issued and outstanding shares of Common Stock of the Company then held by all Key Holders who are then providing services to the Company as employees. Subject to the rights of the stockholders of the Company to remove a director for cause in accordance with applicable law, during the term of this Agreement, no Investor or Key Holder HolderStockholder shall take any action to remove an incumbent Board Designee or to designate a new Board Designee unless such removal and/or designation of a Board Designee is approved in a writing signed by (a) Investors who, at the time in question, hold Shares representing and/or convertible into a majority of all the Investors’ Shares, and (b) Key Holders who, at the time in question, hold shares of issued and outstanding Common Stock of the Company representing a majority of the voting power of all issued and outstanding shares of Common Stock of the Company then held by all Key Holders who are then providing services to the Company as employeesemployeesthe parties entitled to designate such Board Designee above. Each Stockholder hereby appoints the then current Chief Executive Officer of the Company, as such Stockholder’s true and lawful proxy and attorney, with the power to act alone and with full power of substitution, to vote all ofshares of the Company’s capital stock held by such Stockholder’s Shares as set forth in this Agreement and to execute all appropriate instruments consistent with this Agreement on behalf of such Stockholder if, and only if, such Stockholder (a) fails to vote or (b) attempts to vote (whether by proxy, in person or by written consent), in a manner which is inconsistent with the terms of this Agreement, all of such Stockholder’s Voting Shares or execute such other instruments in accordance with the provisions of this Agreement within five (5) days of the Company’s or any other party’s written request for such Stockholder’s written consent or signature. The proxy and power granted by each Stockholder pursuant to this Section are coupled with an interest and are given to secure the performance of such party’s duties under this Agreement. Each such proxy and power will be irrevocable for the term hereof. The proxy and power, so long as any party hereto is an individual, will survive the death, incompetency and disability of such party or any other individual Stockholder of Voting Shares and, so long as any party hereto is an entity, will survive the merger or reorganization of such party or any other entity holding Voting Shares.

Voting; Board Composition. Subject to the rights of the stockholders of the Company to remove a director for cause in accordance with applicable law, during the term of this Agreement, each Investor and Key Holder (each a “Stockholder”) agrees to Stockholder shall vote (or consent pursuant to an action by written consent of the stockholders of the Companystockholders) all shares of capital stock of the Company now or hereafter directly or indirectly owned of record or beneficially by such Investor or Key Holder the Stockholder (the “Voting Shares”), or to cause such shares of shares of capital stock of the Company Voting Shares to be voted, in such manner as may be necessary to elect (and maintain in office) as a member the members of the Board: that number of individuals, if any, equal to the Common Board one Member Count (1collectively, the “Common Board Designees”) individual designated from time to time in a writing delivered to the Company and signed by Common Control Holders who then hold shares of issued and outstanding Common Stock of the Company representing a majority of the voting power of all issued and outstanding shares of Common Stock then held by all Common Control Holders; that number of individuals, if any, equal to the Series Seed Board Member Count (collectively, the “Series Seed Board Designees”) designated from time to time in a writing delivered to the Company and signed by Purchasers who then hold a majority of the then‑outstanding shares of Series Seed Preferred Stock issued pursuant to this Agreement; that number of individuals, if any, equal to the Mutual Consent Board Member Count (collectively, the “Mutual Consent Board Designees” and, together with any Common Board Designee and any Seed Board Designee, each a “Board Designee”) designated from time to time in a writing delivered to the Company and signed by (a) Investors who, at the time in question, Purchasers who then hold Shares representing and/or convertible into a majority of all the Investors’ Shares (as defined in Section 5.1), then‑outstanding shares of Series Seed Preferred Stock issued pursuant to this Agreement and (b) Key Common Control Holders who, at the time in question, who then hold shares of issued and outstanding Common Stock of the Company representing a majority of the voting power of all issued and outstanding shares of Common Stock of the Company then held by all Key Holders who are then providing services to the Company as employeesCommon Control Holders. Subject to the rights of the stockholders of the Company to remove a director for cause in accordance with applicable law, during the term of this Agreement, no Investor or Key Holder a Stockholder shall not take any action to remove an incumbent Board Designee or to designate a new Board Designee unless such removal and/or or designation of a Board Designee is approved in a writing signed by (a) Investors who, at the time in question, hold Shares representing and/or convertible into a majority of all parties entitled to designate the Investors’ Shares, and (b) Key Holders who, at the time in question, hold shares of issued and outstanding Common Stock of the Company representing a majority of the voting power of all issued and outstanding shares of Common Stock of the Company then held by all Key Holders who are then providing services to the Company as employeesBoard Designee. Each Stockholder hereby appoints appoints, and shall appoint, the then current then‑current Chief Executive Officer of the Company, as such the Stockholder’s true and lawful proxy and attorney, with the power to act alone and with full power of substitution, to vote all shares of such Stockholderthe Company’s Shares capital stock held by the Stockholder as set forth in this Agreement and to execute all appropriate instruments consistent with this Agreement on behalf of such the Stockholder if, and only if, such the Stockholder (a) fails to vote or (b) attempts to vote (whether by proxy, in person or by written consent), in a manner which is inconsistent with the terms of this Agreement, all of such the Stockholder’s Voting Shares or execute such other instruments in accordance with the provisions of this Agreement within five (5) days of the Company’s or any other party’s written request for such the Stockholder’s written consent or signature. The proxy and power granted by each Stockholder pursuant to this Section are coupled with an interest and are given to secure the performance of such partythe Stockholder’s duties under this Agreement. Each such proxy and power will be irrevocable for the term hereofof this Agreement. The proxy and power, so long as any party hereto Stockholder is an individual, will survive the death, incompetency and disability of such party or any other individual Stockholder of Shares and, so long as any party hereto Stockholder is an entity, will survive the merger or reorganization of such party the Stockholder or any other entity holding Voting Shares.