Common use of Voting; Board Composition Clause in Contracts

Voting; Board Composition. During the term of this Agreement, each Holder agrees to vote (or consent pursuant to an action by written consent of the shareholders of the Company), in any election of directors, all Company Stock now or hereafter directly or indirectly owned of record or beneficially by such Holder, or to cause such shares of Company Stock to be voted, in such manner as may be necessary to elect (and maintain in office) as members of the Company’s Board of Directors (the “Board”), the following five (5) individuals: (a) four (4) individuals designated from time to time in a writing delivered to the Company and signed by a duly authorized representative of the holders of a majority of the then issued and outstanding shares Preferred Stock (voting together as a single class), (i) one (1) of whom shall be designated by Altira Technology Fund V L.P. (“Altira”) for so long as Altira and its Affiliates continue to own beneficially at least ten percent (10%) of the shares of Preferred Stock (on an as-converted to Common Stock basis) that Altira and its Affiliates own on the date of this Agreement, (ii) one (1) of whom shall be designated by NGEN II, L.P. (“NGEN”) for so long as NGEN and its Affiliates continue to own beneficially at least ten percent (10%) of the shares of Preferred Stock (on an as-converted to Common Stock basis) that NGEN and its Affiliates own on the date of this Agreement, (iii) one (1) of whom shall be designated by Robeco Institutional Asset Management B.V. or its Affiliate (“Robeco”) for so long as Robeco and its Affiliates continue to own beneficially at least ten percent (10%) of the shares of Preferred Stock (on an as-converted to Common Stock basis) that Robeco and its Affiliates own on the date of this Agreement (collectively, the Altira, NGEN and Robeco designees shall be referred to as the “Preferred Designees”); and (iv) one (1) individual who meets the current standards for “independence” set forth in the Nasdaq Marketplace Rules (the “Independent Designee”). (b) one individual designated from time to time in a writing delivered to the Company and signed by a duly authorized representative of the holders of at least a majority of the then issued and outstanding shares of Common Stock (excluding for this purpose any shares of Common Stock issued upon exercise of the conversion rights of the Preferred Stock), voting together as a single class, who is the Corporation’s then-current Chief Executive Officer (the “Common Designee”); provided, however, that in the event that the then-current Chief Executive Officer owns less than 1.0% of the outstanding shares of capital stock of the Company on a fully diluted basis, the Common Designee shall be an individual who owns at least 1.0% of the outstanding shares of capital stock of the Company on a fully diluted basis.

Voting; Board Composition. During Subject to the rights of the shareholders of the Company to remove a director for cause in accordance with applicable law, during the term of this Agreement, each Holder Shareholder agrees to vote (or consent pursuant to an action by written consent of the shareholders of the Company), in any election of directors, ) all Company Stock Shares now or hereafter directly or indirectly owned of record or beneficially by such HolderShareholder, or to cause such shares of Company Stock Shares to be voted, in such manner as may be necessary to elect (and maintain in office) as members of the Company’s Board of Directors (the “Board”), the following five nine (59) individuals:individuals in accordance with the voting provisions of the Company’s Amended and Restated Articles of Association, as the same shall be amended, or amended and restated, hereafter (the “Restated Articles”): (ai) four One (41) individual who, at the time in question, is the Company’s Chief Executive Officer (the “CEO Designee”); (ii) One (1) individual who, at the time in question, is the Company’s Secretary (the “Secretary Designee”); (iii) One (1) individual designated from time to time in a writing delivered to the Company and signed by Shareholders who, at the time in question, hold Series A Preference Shares, Series B Preference Shares and Series C Preference Shares of the Company representing at least a majority of the voting power of all issued and outstanding Series A Preference Shares, Series B Preference Shares and Series C Preference Shares of the Company, voting together on an as-converted basis, then held by all Shareholders (the “Series A, B and C Designee”); (iv) One (1) individual designated from time to time in a writing delivered to the Company and signed by Shareholders who, at the time in question, hold Series D Preference Shares of the Company representing at least a majority of the voting power of all issued and outstanding Series D Preference Shares of the Company, voting as a separate series, then held by all Shareholders (the “Series D Designees”); (v) One (1) individual designated from time to time in a writing delivered to the Company and signed by Shareholders who, at the time in question, hold Series E Preference Shares of the Company representing at least a majority of the voting power of all issued and outstanding Series E Preference Shares of the Company, voting as a separate series, then held by all Shareholders (the “Series E Designees”); (vi) Two (2) individuals designated from time to time in a writing delivered to the Company and signed by a duly authorized representative Shareholders who, at the time in question, hold Series F Preference Shares of the holders of Company representing at least a majority of the then voting power of all issued and outstanding shares Preferred Stock (Series F Preference Shares of the Company, voting together as a single classseparate series, then held by all Shareholders (the “Series F Designees”), ; (ivii) one One (1) of whom individual, who shall be designated by Altira Technology Fund V L.P. (“Altira”) for so long as Altira and its Affiliates continue to own beneficially at least ten percent (10%) of the shares of Preferred Stock (on an as-converted to Common Stock basis) that Altira and its Affiliates own on the date of this Agreementindependent director, (ii) one (1) of whom shall be designated by NGEN II, L.P. (“NGEN”) for so long as NGEN and its Affiliates continue to own beneficially at least ten percent (10%) of the shares of Preferred Stock (on an as-converted to Common Stock basis) that NGEN and its Affiliates own on the date of this Agreement, (iii) one (1) of whom shall be designated by Robeco Institutional Asset Management B.V. or its Affiliate (“Robeco”) for so long as Robeco and its Affiliates continue to own beneficially at least ten percent (10%) of the shares of Preferred Stock (on an as-converted to Common Stock basis) that Robeco and its Affiliates own on the date of this Agreement (collectively, the Altira, NGEN and Robeco designees shall be referred to as the “Preferred Designees”); and (iv) one (1) individual who meets the current standards for “independence” set forth in the Nasdaq Marketplace Rules (the “Independent Designee”). (b) one individual designated from time to time in a writing delivered to the Company and signed by a duly authorized representative Shareholders who, at the time in question, hold shares of issued and outstanding Ordinary Shares of the holders of Company representing at least a majority of the then voting power of all issued and outstanding shares of Common Stock (excluding for this purpose any shares of Common Stock issued upon exercise Ordinary Shares of the conversion rights of the Preferred Stock), voting together as a single class, who is the Corporation’s then-current Chief Executive Officer Company then held by all Shareholders (the “Common Shareholders’ Designee”); providedand (viii) One (1) individual, however, that in the event that the then-current Chief Executive Officer owns less than 1.0% of the outstanding shares of capital stock of the for so long as Capinfo (Hong Kong) Company on a fully diluted basis, the Common Designee shall be an individual who Limited (“CapInfo HK”) owns at least 1.0% 7,137,500 Ordinary Shares (as adjusted for combinations, consolidations, subdivisions, or share splits with respect to such shares), designated by CapInfo HK (the “CapInfo Designee”). For purposes of this Agreement: (i) any individual who is designated for election to the outstanding shares Board pursuant to the foregoing provisions of capital stock this Section 4.2(b) is referred to below as a “Board Designee;” and (ii) any individual, entity, or group of individuals and/or entities who has the Company on right to designate one (1) or more Board Designees for election to the Board pursuant to the foregoing provisions of this Section 4.2(b) is referred to below as a fully diluted basis“Designator” or as “Designators,” as applicable.

Voting; Board Composition. During the term of this Agreement, each Holder Xxxxxx agrees to vote (or consent pursuant to an action by written consent of the shareholders of the Company), in any election of directors, all Company Stock Shares now or hereafter directly or indirectly owned (of record or beneficially beneficially) by such Holder, or to cause such shares of Company Stock to be votedXxxxxx, in such manner as may be necessary to elect (and maintain in office) as members of the Company’s Board of Directors (the “Board”), the following five (5) individuals: (a) four (4) individuals designated from time Prior to time in a writing delivered to the Company and signed by a duly authorized representative of the holders of a majority of the then issued and outstanding shares Preferred Stock (voting together as a single class)December 15, 2020, (i) one the Company’s current serving Chief Executive Officer (1) of whom shall be designated by Altira Technology Fund V L.P. (the “AltiraCEO Designee”) for so long to serve as Altira and its Affiliates continue to own beneficially at least ten percent (10%) one of the shares Common Directors (as defined in the Company’s Amended and Restated Certificate of Preferred Stock (on an as-converted to Common Stock basis) that Altira and its Affiliates own on the date of this Agreement, Incorporation); (ii) one (1) of whom shall be individual designated by NGEN IIArtiman Ventures from time to time in a signed writing delivered to the Company to serve as one of the Common Directors (the “Artiman Designee”); and (iii) two (2) individuals, L.P. if any, designated by dSpace from time to time in a signed writing delivered to the Company to serve as Remaining Directors (as defined in the Company’s Amended and Restated Certificate of Incorporation) (the “NGENdSpace Initial Designees”). For purpose of clarity, dSpace shall have the right but not obligation to designate the dSpace Initial Designees. (b) On and following December 15, 2020, if there is an Arowana Related Closing on or prior to such date, (i) the CEO Designee to serve as one of the Common Directors; (ii) for so long as NGEN Artiman Ventures, Xxxxxxxx Xxxxxxx and its Affiliates 44Zspace LLC, or their respective affiliates, collectively continue to own beneficially hold shares of the Company’s capital stock that represent at least ten twenty-five percent (1025%) of the shares Company’s total outstanding capital stock, the Artiman Designee to serve as one of Preferred Stock (on an as-converted to the Common Stock basis) that NGEN and its Affiliates own on the date of this Agreement, Directors; (iii) one three (13) of whom shall be individuals designated by Robeco Institutional Asset Management B.V. or its Affiliate dSpace from time to time in a signed writing delivered to the Company to serve as Preferred Directors (“Robeco”as defined in the Company’s Amended and Restated Certificate of Incorporation) for so long as Robeco and its Affiliates continue to own beneficially at least ten percent (10%) of the shares of Preferred Stock (on an as-converted to Common Stock basis) that Robeco and its Affiliates own on the date of this Agreement (collectively, the Altira, NGEN and Robeco designees shall be referred to as the “dSpace Preferred Designees”); provided , that dSpace shall, in its discretion, in a signed writing delivered to the Company, designate one of such dSpace Preferred Designees to be a “Super-Voting Preferred Designee” for purposes of the additional voting power conferred on such director in the Amended and Restated Certificate of Incorporation; (iv) one (1) individual designated by the Board, who meets shall be independent and satisfy the current standards for “independence” set forth in director qualification requirements of the Nasdaq Marketplace Rules Australia Corporations Act 2001 and the listing rules of the Australian Securities Exchange or such other exchange as approved by the Board, to serve as a Remaining Director; and (the “Independent Designee”). (bv) one individual designated from time to time in a writing delivered nominated by dSpace who shall also be acceptable to the Company and signed by a duly authorized representative of the holders of at least a majority of the then issued non dSpace Preferred Designees, such consent not to be withheld unreasonably, who shall be independent and outstanding shares of Common Stock (excluding for this purpose any shares of Common Stock issued upon exercise satisfy the director qualification requirements of the conversion rights Australia Corporations Act 2001 and the listing rules of the Preferred Stock)Australian Securities Exchange or such other applicable corporation codes or rules of other exchanges as approved by the Board for so long as the Company expects to pursue any such listing, voting together such nominee to serve as a single classRemaining Director. For purpose of clarity, who is dSpace shall have the Corporation’s then-current Chief Executive Officer (right but not obligation to designate the “Common Designee”dSpace Preferred Designees and shall have the right to nominate but not obligation to nominate a Remaining Director as provided in Section 2.1(b)(v); provided, however, that in the event that the then-current Chief Executive Officer owns less than 1.0% of the outstanding shares of capital stock of the Company on a fully diluted basis, the Common Designee shall be an individual who owns at least 1.0% of the outstanding shares of capital stock of the Company on a fully diluted basis.

Voting; Board Composition. During 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 Holder agrees to vote (or consent pursuant to an action by written consent of the shareholders stockholders of the Company), in any election of directors, ) all Company Stock now or hereafter directly or indirectly owned of record or beneficially by such Holder, or to cause such shares of Company Stock to be voted, in such manner as may be necessary under the Company’s Amended and Restated Certificate of Incorporation, as the same may be amended, or amended and restated, hereafter (the “Restated Certificate”) to elect (and maintain in office) office as members of the Company’s Board of Directors (the “Board”), the following five seven (57) individuals: (a) four One (41) individual designated from time to time in a writing delivered to the Company and signed by Bay Partners XI, L.P. or any affiliated fund (collectively, “Bay”) (the “Series E Designee”); (b) One (1) individual designated from time to time in a writing delivered to the Company and signed by Madrone Partners, L.P. or any affiliated fund (collectively, “Madrone”) (the “Series D Designee”); (c) One (1) individual designated from time to time in a writing delivered to the Company and signed by RockPort Capital Partners II, L.P. or any affiliated fund (collectively, “Rockport”) (the “Series C Designee”); (d) One (1) individual designated from time to time in a writing delivered to the Company and signed by ThirdPoint LLC or any affiliated fund (the “Series B Designee”); (e) Two (2) individuals designated from time to time in a writing delivered to the Company and signed by a duly authorized representative Stockholders who, at the time in question, hold shares of issued and outstanding Common Stock of the holders of Company representing a majority of the then issued and outstanding shares Preferred Stock (voting together as a single class), (i) one (1) power of whom shall be designated by Altira Technology Fund V L.P. (“Altira”) for so long as Altira and its Affiliates continue to own beneficially at least ten percent (10%) of the shares of Preferred Stock (on an as-converted to Common Stock basis) that Altira and its Affiliates own on the date of this Agreement, (ii) one (1) of whom shall be designated by NGEN II, L.P. (“NGEN”) for so long as NGEN and its Affiliates continue to own beneficially at least ten percent (10%) of the shares of Preferred Stock (on an as-converted to Common Stock basis) that NGEN and its Affiliates own on the date of this Agreement, (iii) one (1) of whom shall be designated by Robeco Institutional Asset Management B.V. or its Affiliate (“Robeco”) for so long as Robeco and its Affiliates continue to own beneficially at least ten percent (10%) of the shares of Preferred Stock (on an as-converted to Common Stock basis) that Robeco and its Affiliates own on the date of this Agreement (collectively, the Altira, NGEN and Robeco designees shall be referred to as the “Preferred Designees”); and (iv) one (1) individual who meets the current standards for “independence” set forth in the Nasdaq Marketplace Rules (the “Independent Designee”). (b) one individual designated from time to time in a writing delivered to the Company and signed by a duly authorized representative of the holders of at least a majority of the then all issued and outstanding shares of Common Stock (excluding for this purpose any shares of Common Stock issued upon exercise of the conversion rights Company then held by all Stockholders (the “Stockholders’ Designees”), provided that one of the Preferred Stock), voting together as a single class, who is Stockholders’ Designees shall always be the CorporationCompany’s then-current Chief Executive Officer Officer; and (f) One (1) individual designated by unanimous agreement of the other directors then serving (the “Common Independent Director”). For purposes of this Agreement: (i) any individual who is designated for election to the Board pursuant to the foregoing provisions of this Section 2.1 is referred to below as a “Board Designee”); providedand (ii) any individual, howeverentity, that in or group of individuals and/or entities who has the event that right to designate one (1) or more Board Designees for election to the then-current Chief Executive Officer owns less than 1.0% Board pursuant to the foregoing provisions of the outstanding shares of capital stock of the Company on this Section 2.2 is referred to below as a fully diluted basis, the Common Designee shall be an individual who owns at least 1.0% of the outstanding shares of capital stock of the Company on a fully diluted basis“Designator” or as “Designators,” as applicable.

Voting; Board Composition. During 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 shareholders stockholders of the Company), in any election ) all shares of directors, all capital stock of the Company Stock now or hereafter directly or indirectly owned of record or beneficially by such HolderInvestor or Key Holder (the “Shares”), or to cause such shares of shares of capital stock of the Company Stock to be voted, in such manner as may be necessary to elect (and maintain in office) the following persons as members of the Company’s Board of Directors (the “Board”), the following five (5) individuals: : (a) four one (41) individuals Preferred Director (as such term is defined in the Company’s Restated Certificate of Incorporation) designated from time to time by Project 11, which individual shall initially be Kxxxx Xxx and (b) two (2) Common Directors (as such term is defined in a writing delivered to the Company and signed Company’s Restated Certificate of Incorporation) designated by a duly authorized representative of the holders of a majority of the then issued and outstanding shares Preferred Stock (voting together as a single class), (i) one (1) of whom shall be designated by Altira Technology Fund V L.P. (“Altira”) for so long as Altira and its Affiliates continue to own beneficially at least ten percent (10%) of the shares of Preferred Stock (on an as-converted to Common Stock basis) that Altira and its Affiliates own on the date of this Agreement, (ii) one (1) of whom shall be designated by NGEN II, L.P. (“NGEN”) for so long as NGEN and its Affiliates continue to own beneficially at least ten percent (10%) of the shares of Preferred Stock (on an as-converted to Common Stock basis) that NGEN and its Affiliates own on the date of this Agreement, (iii) one (1) of whom shall be designated by Robeco Institutional Asset Management B.V. or its Affiliate (“Robeco”) for so long as Robeco and its Affiliates continue to own beneficially at least ten percent (10%) of the shares of Preferred Stock (on an as-converted to Common Stock basis) that Robeco and its Affiliates own on the date of this Agreement (collectively, the Altira, NGEN and Robeco designees shall be referred to as the “Preferred Designees”); and (iv) one (1) individual who meets the current standards for “independence” set forth in the Nasdaq Marketplace Rules (the “Independent Designee”). (b) one individual designated from time to time in a writing delivered to the Company and signed by a duly authorized representative of the holders of at least a majority of the then issued and outstanding shares of Common Stock (excluding for this purpose any shares of Common Stock issued upon exercise of held by the conversion 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 Preferred Stock)stockholders of the Company to remove a director for cause in accordance with applicable law, voting together as a single classduring the term of this Agreement, who no director elected pursuant to Section 4.1(a) and (b) above, may be removed from office unless such removal is directed or approved by the Corporation’s then-affirmative vote or written consent of the holders entitled under Section 4.1(a) and (b) to designate such director. Each Stockholder hereby appoints the then current Chief Executive Officer (the “Common Designee”); provided, however, that in the event that the then-current Chief Executive Officer owns less than 1.0% of the outstanding shares Company, as such Stockholder’s true and lawful proxy and attorney, with the power to act alone and with full power of capital stock 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 (x) fails to vote or (y) 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 on a fully diluted basisCompany’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 Common Designee shall be death, incompetency and disability of such party or any other individual Stockholder of Shares and, so long as any party hereto is an individual who owns at least 1.0% entity, will survive the merger or reorganization of the outstanding shares of capital stock of the Company on a fully diluted basissuch party or any other entity holding Shares.

Voting; Board Composition. During 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 Holder agrees to vote (or consent pursuant to an action by written consent of the shareholders stockholders of the Company), in any election of directors, ) all Company Stock now or hereafter directly or indirectly owned of record or beneficially by such Holder, or to cause such shares of Company Stock to be voted, in such manner as may be necessary under the Company’s Amended and Restated Certificate of Incorporation, as the same may be amended, or amended and restated, hereafter (the “Restated Certificate”) to elect (and maintain in office) office as members of the Company’s Board of Directors (the “Board”), the following five eight (5) 8) individuals: (a) four One (41) individual designated from time to time in a writing delivered to the Company and signed by KPCB Holdings, Inc., as nominee (“KPCB”) (the “KPCB Series E Designee”); (b) One (1) individual designated from time to time in a writing delivered to the Company and signed by Bay Partners XI, L.P. or any affiliated fund (collectively, “Bay”) (the “Bay Series E Designee”); (c) One (1) individual designated from time to time in a writing delivered to the Company and signed by Madrone Partners, L.P. or any affiliated fund (collectively, “Madrone”) (the “Series D Designee”); (d) One (1) individual designated from time to time in a writing delivered to the Company and signed by RockPort Capital Partners II, L.P. or any affiliated fund (collectively, “Rockport”) (the “Series C Designee”); (e) One (1) individual designated from time to time in a writing delivered to the Company and signed by ThirdPoint LLC or any affiliated fund (the “Series B Designee”); (f) Two (2) individuals designated from time to time in a writing delivered to the Company and signed by a duly authorized representative Stockholders who, at the time in question, hold shares of issued and outstanding Common Stock of the holders of Company representing a majority of the then issued and outstanding shares Preferred Stock (voting together as a single class), (i) one (1) power of whom shall be designated by Altira Technology Fund V L.P. (“Altira”) for so long as Altira and its Affiliates continue to own beneficially at least ten percent (10%) of the shares of Preferred Stock (on an as-converted to Common Stock basis) that Altira and its Affiliates own on the date of this Agreement, (ii) one (1) of whom shall be designated by NGEN II, L.P. (“NGEN”) for so long as NGEN and its Affiliates continue to own beneficially at least ten percent (10%) of the shares of Preferred Stock (on an as-converted to Common Stock basis) that NGEN and its Affiliates own on the date of this Agreement, (iii) one (1) of whom shall be designated by Robeco Institutional Asset Management B.V. or its Affiliate (“Robeco”) for so long as Robeco and its Affiliates continue to own beneficially at least ten percent (10%) of the shares of Preferred Stock (on an as-converted to Common Stock basis) that Robeco and its Affiliates own on the date of this Agreement (collectively, the Altira, NGEN and Robeco designees shall be referred to as the “Preferred Designees”); and (iv) one (1) individual who meets the current standards for “independence” set forth in the Nasdaq Marketplace Rules (the “Independent Designee”). (b) one individual designated from time to time in a writing delivered to the Company and signed by a duly authorized representative of the holders of at least a majority of the then all issued and outstanding shares of Common Stock (excluding for this purpose any shares of Common Stock issued upon exercise of the conversion rights Company then held by all Stockholders (the “Stockholders’ Designees”), provided that one of the Preferred Stock), voting together as a single class, who is Stockholders’ Designees shall always be the CorporationCompany’s then-current Chief Executive Officer Officer; and (g) One (1) individual designated by unanimous agreement of the other directors then serving (the “Common DesigneeIndependent Director”); provided, however, that in the event that the then-current Chief Executive Officer owns less than 1.0% of the outstanding shares of capital stock of the Company on a fully diluted basis, the Common Designee shall be an individual who owns at least 1.0% of the outstanding shares of capital stock of the Company on a fully diluted basis.

Voting; Board Composition. During 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 Holder agrees to vote (or consent pursuant to an action by written consent of the shareholders stockholders of the Company), in any election of directors, ) all Company Stock now or hereafter directly or indirectly owned of record or beneficially by such Holder, or to cause such shares of Company Stock to be voted, in such manner as may be necessary under the Company’s Amended and Restated Certificate of Incorporation, as the same may be amended, or amended and restated, hereafter (the “Restated Certificate”) to elect (and maintain in office) office as members of the Company’s Board of Directors (the “Board”), the following five eight (5) 8) individuals: (a) four One (41) individual designated from time to time in a writing delivered to the Company and signed by KPCB Holdings, Inc., as nominee (“KPCB”) (the “KPCB Series E Designee”); (b) One (1) individual designated from time to time in a writing delivered to the Company and signed by Bay Partners XI, L.P. or any affiliated fund (collectively, “Bay”) (the “Bay Series E Designee”); (c) One (1) individual designated from time to time in a writing delivered to the Company and signed by Madrone Partners, L.P. or any affiliated fund (collectively, “Madrone”) (the “Series D Designee”); (d) One (1) individual designated from time to time in a writing delivered to the Company and signed by RockPort Capital Partners II, L.P. or any affiliated fund (collectively, “Rockport”) (the “Series C Designee”); (e) One (1) individual designated from time to time in a writing delivered to the Company and signed by ThirdPoint LLC or any affiliated fund (the “Series B Designee”); (f) Two (2) individuals designated from time to time in a writing delivered to the Company and signed by a duly authorized representative Stockholders who, at the time in question, hold shares of issued and outstanding Common Stock of the holders of Company representing a majority of the then issued and outstanding shares Preferred Stock (voting together as a single class), (i) one (1) power of whom shall be designated by Altira Technology Fund V L.P. (“Altira”) for so long as Altira and its Affiliates continue to own beneficially at least ten percent (10%) of the shares of Preferred Stock (on an as-converted to Common Stock basis) that Altira and its Affiliates own on the date of this Agreement, (ii) one (1) of whom shall be designated by NGEN II, L.P. (“NGEN”) for so long as NGEN and its Affiliates continue to own beneficially at least ten percent (10%) of the shares of Preferred Stock (on an as-converted to Common Stock basis) that NGEN and its Affiliates own on the date of this Agreement, (iii) one (1) of whom shall be designated by Robeco Institutional Asset Management B.V. or its Affiliate (“Robeco”) for so long as Robeco and its Affiliates continue to own beneficially at least ten percent (10%) of the shares of Preferred Stock (on an as-converted to Common Stock basis) that Robeco and its Affiliates own on the date of this Agreement (collectively, the Altira, NGEN and Robeco designees shall be referred to as the “Preferred Designees”); and (iv) one (1) individual who meets the current standards for “independence” set forth in the Nasdaq Marketplace Rules (the “Independent Designee”). (b) one individual designated from time to time in a writing delivered to the Company and signed by a duly authorized representative of the holders of at least a majority of the then all issued and outstanding shares of Common Stock (excluding for this purpose any shares of Common Stock issued upon exercise of the conversion rights Company then held by all Stockholders (the “Stockholders’ Designees”), provided that one of the Preferred Stock), voting together as a single class, who is Stockholders’ Designees shall always be the CorporationCompany’s then-current Chief Executive Officer Officer; and (g) One (1) individual designated by unanimous agreement of the other directors then serving (the “Common Independent Director”). For purposes of this Agreement: (i) any individual who is designated for election to the Board pursuant to the foregoing provisions of this Section 2.1 is referred to below as a “Board Designee”); providedand (ii) any individual, howeverentity, that in or group of individuals and/or entities who has the event that right to designate one (1) or more Board Designees for election to the then-current Chief Executive Officer owns less than 1.0% Board pursuant to the foregoing provisions of the outstanding shares of capital stock of the Company on this Section 2.2 is referred to below as a fully diluted basis, the Common Designee shall be an individual who owns at least 1.0% of the outstanding shares of capital stock of the Company on a fully diluted basis“Designator” or as “Designators,” as applicable.”

Voting; Board Composition. During Subject to Section 7 hereof, the holders ------------------------- of the Investor Shares agree that, during the term of this Agreement, each Holder Investor agrees to vote (or consent pursuant to an action by written consent of the shareholders of the Company), in any election of directors, all Company Stock now or hereafter directly or indirectly owned of record or beneficially by such Holder, or to cause such shares of Company Stock to be voted, Investor Shares in such manner as may be necessary to elect (and maintain in office) ), as members of the Company’s 's Board of Directors (the “Board”)Directors, the following five (5) individualsdesignees: (a) four Two (42) individuals designated from time to time in a writing delivered to the Company and signed by a duly authorized representative of shareholders representing, at the holders of time in question, at least a majority of the then issued and voting power of all outstanding shares Preferred of Common Stock (voting together as a single class), (i) one (1) of whom shall be designated by Altira Technology Fund V L.P. (“Altira”) for so long as Altira and its Affiliates continue to own beneficially at least ten percent (10%) of the shares of Preferred Stock Company (on an as-converted to the "Common Stock basis) that Altira and its Affiliates own on the date of this Agreement, (ii) one (1) of whom shall be designated by NGEN II, L.P. (“NGEN”) for so long as NGEN and its Affiliates continue to own beneficially at least ten percent (10%) of the shares of Preferred Stock (on an as-converted to Common Stock basis) that NGEN and its Affiliates own on the date of this Agreement, (iii) one (1) of whom shall be designated by Robeco Institutional Asset Management B.V. or its Affiliate (“Robeco”) for so long as Robeco and its Affiliates continue to own beneficially at least ten percent (10%) of the shares of Preferred Stock (on an as-converted to Common Stock basis) that Robeco and its Affiliates own on the date of this Agreement (collectively, the Altira, NGEN and Robeco designees shall be referred to as the “Preferred Designees”"); and (iv) one (1) individual who meets the current standards for “independence” set forth in the Nasdaq Marketplace Rules (the “Independent Designee”).---------------------- (b) one One (1) individual designated from time to time in a writing delivered to the Company and signed by a duly authorized representative of shareholders representing, at the holders of time in question, at least a majority of the then issued and outstanding voting power of all shares of Common Series A Preferred Stock then outstanding and held by Adobe Ventures L.P. and Adobe Ventures II, L.P. (excluding for this purpose any shares of Common Stock issued upon exercise the "Series A Designee"); ----------------- (c) One (1) individual designated from time to time in a writing delivered to the Company and signed by shareholders representing, at the time in question, a majority of the conversion rights Series B Preferred Stock then outstanding and held by ASCII Ventures, L.P. (the "Series B Designee"); ----------------- (d) One (1) individual designated from time to time in a writing delivered to the Company and signed by shareholders representing, at the time in question, a majority of the Series C Preferred Stock), voting together as a single class, who is the Corporation’s then-current Chief Executive Officer Stock then outstanding and held by Constellation Ventures (the “Common "Series C Designee”"); provided, however, that in ----------------- (e) In the event that the then-current Chief Executive Officer owns less than 1.0% number of the outstanding shares of capital stock authorized directors of the Company on is increased to eight (8), then one (1) individual designated from time to time in writing delivered to the Company and signed by the shareholders representing, at the time in question, a fully diluted basismajority of outstanding Series C Preferred (the "Additional Series C Designee"); and (f) Except as provided in Section 2(e) hereof, such additional individual or individuals as may be designated to serve as a director of the Company (the "Remaining Director(s)") from time to time by a majority of the --------------------- Common Stock Designees, the Series A Designee, the Series B Designee, the Series C Designee and the Additional Series C Designee, if any. For purposes of this Agreement: (i) any individual who is designated for election to the Company's Board of Directors pursuant to the foregoing provisions of this Section 2 is hereinafter referred to as a "Board Designee"; -------------- and (ii) any individual, entity, or group of individuals and/or entities who, with respect to the Common Stock Designees, the Series A Designee, the Series B Designee, the Series C Designee and the Additional Series C Designee, if any, has the right to designate one or more Board Designees for election to the Company's Board of Directors or, with respect to the Remaining Director(s), the Common Stock Designees, the Series A Designee, the Series B Designee, the Series C Designee shall be an individual who owns at least 1.0% and the Additional Series C Designee, if any, acting pursuant to the foregoing provisions of the outstanding shares of capital stock of the Company on this Section 2, is hereinafter referred to as a fully diluted basis."Designator" or as "Designators," as applicable. ---------- -----------

Voting; Board Composition. During Subject to the rights of the shareholders 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 “Shareholder”) agrees to vote (or consent pursuant to an action by written consent of the shareholders of the Company), in any election ) all shares of directors, all capital stock of the Company Stock now or hereafter directly or indirectly owned of record or beneficially by such HolderInvestor or Key Holder (the “Capital Shares”), or to cause such shares of capital stock of the Company Stock to be voted, in such manner as may be necessary to elect (and maintain in office) as members a member of the Company’s Board of Directors (the “Board”), the following five (5) individuals: (a) four For so long as Mxxxxxx Xxxxxxx, MDO Ventures JS LLC, and/or their affiliates hold at least five percent (45%) individuals of the outstanding shares of Common Stock on an as-converted basis (including shares of Common Stock issuable upon conversion or exercise of the Shares, outstanding options, warrants and other convertible or exercisable securities), Mxxxxxx Xxxxxxx (the “First Investor Board Designee”); (b) For so long as the Investors hold at least five percent (5%) of the outstanding shares of Common Stock on an as-converted basis (including shares of Common Stock issuable upon conversion or exercise of the Shares, outstanding options, warrants and other convertible or exercisable securities), one (1) individual (the “Second Investor Board Designee” and, together with the First Investor Board Designee, the “Investor Board Designees”) designated from time to time in a writing delivered to the Company and signed by a duly authorized representative of Investors who, at the holders of time in question, hold Capital Shares representing and/or convertible into a majority of all the then issued and outstanding shares Preferred Stock Investors’ Shares (voting together as a single classdefined in Section 5.2), (i) one (1) of whom shall be designated by Altira Technology Fund V L.P. (“Altira”) for so long as Altira and its Affiliates continue to own beneficially at least ten percent (10%) provided, however, that the right of the shares of Preferred Stock (on an as-converted Investors to Common Stock basis) that Altira and its Affiliates own on designate the date of this Agreement, (ii) one (1) of whom Second Investor Board Designee shall be designated by NGEN II, L.P. (“NGEN”) for so long as NGEN and its Affiliates continue to own beneficially at least ten percent (10%) automatically terminate upon the consummation of the shares of Preferred Stock Next Financing; (on an as-converted to Common Stock basisc) that NGEN and its Affiliates own on the date of this Agreement, (iii) one (1) of whom shall be designated by Robeco Institutional Asset Management B.V. or its Affiliate (“Robeco”) for so long as Robeco and its Affiliates continue to own beneficially at least ten percent (10%) of the shares of Preferred Stock (on an as-converted to Common Stock basis) that Robeco and its Affiliates own on the date of this Agreement (collectively, the Altira, NGEN and Robeco designees shall be referred to as the “Preferred Designees”); and (iv) one One (1) individual who meets the current standards for “independence” set forth in the Nasdaq Marketplace Rules (the “Independent Common Stock Board Designee”). (b) one individual designated from time to time in a writing delivered to the Company and signed by a duly authorized representative of the holders of Common Stock who, at least the time in question, hold a majority of the then issued and outstanding shares of Common Stock; (d) One (1) individual (the “Key Holder Board Designee”) designated from time to time in a writing delivered to the Company and signed by Key Holders who, at the time in question, hold shares of issued and outstanding Common Stock representing a majority of the voting power of all issued and outstanding shares of Common Stock (excluding for this purpose any shares of Common Stock issued upon exercise of then held by all Key Holders who are then providing services to the conversion rights of the Preferred Stock), voting together Company as a single class, who is the Corporation’s then-current Chief Executive Officer (the “Common Designee”)employees; provided, however, that the right of the Key Holders to designate the Key Holder Board Designee shall automatically terminate if the Key Holders hold, in the event that the then-current Chief Executive Officer owns aggregate, less than 1.0% five percent (5%) of the outstanding shares of capital stock Common Stock on an as-converted basis (including shares of Common Stock issuable upon conversion or exercise of the Shares, outstanding options, warrants and other convertible or exercisable securities) and no Key Holder is then providing services to the Company on as an employee; and (e) One (1) individual who is not affiliated with the Company or any Investor and who is elected by the holders of a fully diluted basismajority of the Common Stock and the Preferred Stock, each voting as a separate class (the “Independent Board Designee” and together with the Investor Board Designees, the Key Holder Board Designee, and the Common Designee Stock Board Designee, the “Board Designees”). For avoidance of doubt, the right of the Investors to designate Investor Board Designees under this Section 4.1 shall be an individual who owns at least 1.0% automatically terminate if the Investors hold less than five percent (5%) of the outstanding shares of capital stock Common Stock on an as-converted basis (including shares of Common Stock issuable upon conversion or exercise of the Shares, outstanding options, warrants and other convertible or exercisable securities). Subject to the rights of the shareholders 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) with respect to the First Investor Board Designee, Mxxxxxx Xxxxxxx, MDO Ventures JS LLC, and/or their affiliates, (b) with respect to the Second Investor Board Designee, Investors who, at the time in question, hold Capital Shares representing and/or convertible into a majority of all the Investors’ Shares, (c) with respect to the Common Stock Board Designee, holders of Common Stock who, at the time in question, hold a majority of the issued and outstanding shares of Common Stock, (d) with respect to the Key Holder Board Designee, Key Holders who, at the time in question, hold shares of issued and outstanding Common Stock representing a majority of the voting power of all issued and outstanding shares of Common Stock then held by all Key Holders who are then providing services to the Company as employees, and (e) with respect to the Independent Board Designee, holders of a majority of either issued and outstanding Common Stock or issued and outstanding Preferred Stock. Each Shareholder hereby appoints each Director as such Shareholder’s true and lawful proxy and attorney, each with the power to act alone and with full power of substitution, to vote all of such Shareholder’s Capital Shares as set forth in this Agreement and to execute all appropriate instruments consistent with this Agreement on behalf of such Shareholder if, and only if, such Shareholder (a) fails to vote or (b) attempts to vote (whether by proxy, in person or by written consent), in a fully diluted basismanner which is inconsistent with the terms of this Agreement, all of such Shareholder’s Capital 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 Shareholder’s written consent or signature. The proxy and power granted by each Shareholder 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 Shareholder holding Capital 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 Capital Shares.